<PAGE>   1

As filed with the Securities and Exchange Commission on September 30, 1999

                                           Registration Statement No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            -------------------------

                          INTERSTATE HOTELS CORPORATION
             (Exact name of Registrant as specified in its charter)


                 MARYLAND                              75-2767215
         (State of incorporation)        (I.R.S. Employer Identification Number)

                      680 ANDERSEN DRIVE, FOSTER PLAZA TEN
                         PITTSBURGH, PENNSYLVANIA 15220
                                 (412) 937-0600
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)


                         INTERSTATE HOTELS CORPORATION
                       1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                           -------------------------

                                Thomas F. Hewitt
                            Chief Executive Officer
                           and Chairman of the Board
                         Interstate Hotels Corporation
                      680 Andersen Drive, Foster Plaza Ten
                         Pittsburgh, Pennsylvania 15220
                                 (412) 937-0600

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                          ----------------------------

                                With a copy to:
                             Timothy Q. Hudak, Esq.
                         Interstate Hotels Corporation
                      680 Andersen Drive, Foster Plaza Ten
                         Pittsburgh, Pennsylvania 15220
                                 (412) 937-0600

                         -----------------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================================
 Title of Securities Being         Amount to be           Proposed Maximum          Proposed Maximum          Amount of
         Registered                 Registered        Offering Price Per Share  Aggregate Offering Price  Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                          <C>                      <C>                      <C>
Class A Common Stock, par       400,000 shares (1)           $2.969(2)                $1,187,600              $330.16
value $.01 per share
============================================================================================================================
</TABLE>

(1)      Plus such additional number of shares as may be issued pursuant to the
         Interstate Hotels Corporation Employee Stock Purchase Plan in the event
         of a stock dividend, stock split, split-up, recapitalization or other
         similar event.

(2)      The registration fee has been computed in accordance with paragraphs
         (c) and (h) of Rule 457, based upon the average of the high and low
         prices of the Common Stock on the Nasdaq Smallcap market on
         September 23, 1999.

================================================================================




<PAGE>   2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         Interstate Hotels Corporation (the "Company") hereby incorporates by
reference the documents listed in (a) through (c) below, which have previously
been filed with the Securities and Exchange Commission.

         (a)      The Company's information statement/prospectus, containing
                  audited financial statements for the fiscal year ended
                  December 31, 1998, filed with the Securities and Exchange
                  Commission pursuant to Rule 424(b) promulgated under the
                  Securities Act of 1933, as amended (the "Securities Act"), on
                  June 8, 1999;

         (b)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 1999;

         (c)      The Company's Current Report on Form 8-K, dated June 18, 1999;

         (d)      The Company's Current Report on Form 8-K, dated July 8, 1999;
                  and

         (e)      The description of the Company's common stock contained in its
                  Registration Statement on Form 8-A (File No. 0-26805) and any
                  amendments or reports filed for the purpose of updating such
                  description.

         In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

Item 6. Indemnification of Directors and Officers.

        In accordance with the General Corporation Law of the State of Maryland
(the "MGCL"), Article XI of the Company's Articles of Incorporation, as amended
(the "Articles") provides that, to the fullest extent permitted under the MGCL
(as currently in effect or as amended from time to time), no director or officer
of the Company shall be liable to the Company or its stockholders for monetary
damages.

        Article VII of the Company's Amended and Restated By-laws provides that
the Company shall indemnify, to the full extent authorized or permitted by
Maryland statutory or decisional law or any other applicable law, any person
made, or threatened to be made, a party to any action or proceeding (whether
civil or criminal or otherwise) by reason of the fact that he, his testator or
intestate is or was a director or officer of the Company or any predecessor of
the Company, or is or was serving at the request of the Company or any
predecessor of the Company as a director or officer of, or in any other capacity
with respect to, any other corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, including the advancement of
expenses under such law.

         The Company also carries customary directors' and officers' liability
insurance covering its directors and officers.






<PAGE>   3

Item 8.  Exhibits.

         The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.

Exhibits
- --------

         4.1      Articles of Amendment and Restatement of Interstate Hotels
                  Corporation (incorporated by reference to the Company's
                  Quarterly Report on Form 10-Q for the period ended
                  June 30,1999)
         4.2      Articles Supplementary Classifying and Designating Series A
                  Junior Participating Cumulative Preferred Stock (incorporated
                  by reference to the Company's Quarterly Report on Form 10-Q
                  for the period ended June 30, 1999)
         4.3      Amended and Restated By-laws of Interstate Hotels Corporation
                  (incorporated by reference to the Company's Quarterly Report
                  on Form 10-Q for the period ended June 30,1999)
         4.4      Specimen certificate for shares of Class A Common Stock of
                  Interstate Hotels Corporation (incorporated by reference to
                  the Company's Registration Statement on Form S-1 (File No.
                  333-67065), filed November 10, 1998, as amended)
         5.1      Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                  the securities being registered
        23.1      Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                  5.1)
        23.2      Consent of PricewaterhouseCoopers LLP
        24.1      Powers of Attorney (included on the signature page of this
                  registration statement)


Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by Section
                           10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement;
                           and

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the registration statement or any
                           material change to such information in the
                           registration statement;

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the registrant's annual report pursuant to
                  Section 13(a) or 15(d) of the Exchange Act that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act, and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  registrant of expenses incurred or paid by a director, officer
                  or controlling person of the registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act
                  and will be governed by the final adjudication of such issue.


                                       2
<PAGE>   4

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on
September 30, 1999.

                                               INTERSTATE HOTELS CORPORATION


                                               By: /s/ J. William Richardson
                                                  --------------------------
                                                  Name:  J. William Richardson
                                                  Title: Vice Chairman and Chief
                                                         Financial Officer



                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Interstate Hotels Corporation, hereby severally constitute Thomas
F. Hewitt and J. William Richardson, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the registration
statement filed herewith and any and all amendments to said registration
statement, and generally to do all such things in our names and in our
capacities as officers and directors to enable Interstate Hotels Corporation to
comply with the provisions of the Securities Act of 1933 and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
              SIGNATURE                                   CAPACITY                                     DATE
              ---------                                   --------                                     ----
<S>                                         <C>                                                  <C>

/s/Thomas F. Hewitt                         Chief Executive Officer and Chairman                 September 30, 1999
- ------------------------------------        of the Board of Directors
Thomas F. Hewitt                            (Principal Executive Officer)


/s/J. William Richardson                    Vice Chairman and                                    September 30, 1999
- ------------------------------------        Chief Financial Officer
J. William Richardson                       (Principal Financial
                                            and Principal Accounting Officer)


/s/Michael L. Ashner                        Director                                             September 30, 1999
- ------------------------------------
Michael L. Ashner

/s/Benjamin D. Holloway                     Director                                             September 30, 1999
- ------------------------------------
Benjamin D. Holloway

/s/Stephen P. Joyce                         Director                                             September 30, 1999
- ------------------------------------
Stephen P. Joyce

/s/Phillip H. McNeill, Sr.                  Director                                             September 30, 1999
- ------------------------------------
Phillip H. McNeill, Sr.

/s/Anne L. Raymond                          Director                                             September 30, 1999
- ------------------------------------
Anne L. Raymond
</TABLE>



                                       3
<PAGE>   5


                                                   EXHIBIT INDEX


      Exhibit No.                        Description
      -----------                        -----------

         4.1      Articles of Amendment and Restatement of Interstate Hotels
                  Corporation (incorporated by reference to the Company's
                  Quarterly Report on Form 10-Q for the period ended
                  June 30, 1999)
         4.2      Articles Supplementary Classifying and Designating Series A
                  Junior Participating Cumulative Preferred Stock (incorporated
                  by reference to the Company's Quarterly Report on Form 10-Q
                  for the period ended June 30, 1999)
         4.3      Amended and Restated By-laws of Interstate Hotels Corporation
                  (incorporated by reference to the Company's Quarterly Report
                  on Form 10-Q for the period ended June 30, 1999)
         4.4      Specimen certificate for shares of Class A Common Stock of
                  Interstate Hotels Corporation (incorporated by reference to
                  the Company's Registration Statement on Form S-1 (File No.
                  333-67065), filed November 10, 1998, as amended)
         5.1      Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                  the securities being registered
        23.1      Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                  5.1)
        23.2      Consent of PricewaterhouseCoopers LLP
        24.1      Powers of Attorney (included on the signature page of this
                  registration statement)


                                       4
[{"type": "S-8", "sequence": "1", "description": "INTERSTATE HOTELS CORPORATION FORM S-8", "secsgml_size_bytes": 18510}]
{"company-data": {"conformed-name": "INTERSTATE HOTELS CORP", "cik": "0001072780", "assigned-sic": "7011", "irs-number": "752767215", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-88093", "film-number": "99720336"}, "business-address": {"street1": "680 ANDERSEN DRIVE", "street2": "FOSTER PLAZA TEN", "city": "PITTSBURGH", "state": "PA", "zip": "15220", "phone": "4129370600"}, "mail-address": {"street1": "680 ANDERSEN DRIVE", "street2": "FOSTER PLAZA TEN", "city": "PITTSBURGH", "state": "PA", "zip": "15220"}, "former-company": {"former-conformed-name": "INTERSTATE HOTELS MANAGEMENT INC", "date-changed": "19981029"}}
1

As filed with the Securities and Exchange Commission on September 30, 1999

                                           Registration Statement No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            -------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            -------------------------

                          INTERSTATE HOTELS CORPORATION
             (Exact name of Registrant as specified in its charter)

                 MARYLAND                              75-2767215
         (State of incorporation)        (I.R.S. Employer Identification Number)

                      680 ANDERSEN DRIVE, FOSTER PLAZA TEN
                         PITTSBURGH, PENNSYLVANIA 15220
                                 (412) 937-0600
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)

                         INTERSTATE HOTELS CORPORATION
                       1999 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                           -------------------------

                                Thomas F. Hewitt
                            Chief Executive Officer
                           and Chairman of the Board
                         Interstate Hotels Corporation
                      680 Andersen Drive, Foster Plaza Ten
                         Pittsburgh, Pennsylvania 15220
                                 (412) 937-0600

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                          ----------------------------

                                With a copy to:
                             Timothy Q. Hudak, Esq.
                         Interstate Hotels Corporation
                      680 Andersen Drive, Foster Plaza Ten
                         Pittsburgh, Pennsylvania 15220
                                 (412) 937-0600

                         -----------------------------

                        CALCULATION OF REGISTRATION FEE
============================================================================================================================
 Title of Securities Being         Amount to be           Proposed Maximum          Proposed Maximum          Amount of
         Registered                 Registered        Offering Price Per Share  Aggregate Offering Price  Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par       400,000 shares (1)           $2.969(2)                $1,187,600              $330.16
value $.01 per share
============================================================================================================================
(1)      Plus such additional number of shares as may be issued pursuant to the
         Interstate Hotels Corporation Employee Stock Purchase Plan in the event
         of a stock dividend, stock split, split-up, recapitalization or other
         similar event.

(2)      The registration fee has been computed in accordance with paragraphs
         (c) and (h) of Rule 457, based upon the average of the high and low
         prices of the Common Stock on the Nasdaq Smallcap market on
         September 23, 1999.

================================================================================
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Interstate Hotels Corporation (the "Company") hereby incorporates by
reference the documents listed in (a) through (c) below, which have previously
been filed with the Securities and Exchange Commission.

         (a)      The Company's information statement/prospectus, containing
                  audited financial statements for the fiscal year ended
                  December 31, 1998, filed with the Securities and Exchange
                  Commission pursuant to Rule 424(b) promulgated under the
                  Securities Act of 1933, as amended (the "Securities Act"), on
                  June 8, 1999;

         (b)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended June 30, 1999;

         (c)      The Company's Current Report on Form 8-K, dated June 18, 1999;

         (d)      The Company's Current Report on Form 8-K, dated July 8, 1999;
                  and

         (e)      The description of the Company's common stock contained in its
                  Registration Statement on Form 8-A (File No. 0-26805) and any
                  amendments or reports filed for the purpose of updating such
                  description.

         In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

Item 6. Indemnification of Directors and Officers.

        In accordance with the General Corporation Law of the State of Maryland
(the "MGCL"), Article XI of the Company's Articles of Incorporation, as amended
(the "Articles") provides that, to the fullest extent permitted under the MGCL
(as currently in effect or as amended from time to time), no director or officer
of the Company shall be liable to the Company or its stockholders for monetary
damages.

        Article VII of the Company's Amended and Restated By-laws provides that
the Company shall indemnify, to the full extent authorized or permitted by
Maryland statutory or decisional law or any other applicable law, any person
made, or threatened to be made, a party to any action or proceeding (whether
civil or criminal or otherwise) by reason of the fact that he, his testator or
intestate is or was a director or officer of the Company or any predecessor of
the Company, or is or was serving at the request of the Company or any
predecessor of the Company as a director or officer of, or in any other capacity
with respect to, any other corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, including the advancement of
expenses under such law.

         The Company also carries customary directors' and officers' liability
insurance covering its directors and officers.
3

Item 8.  Exhibits.

         The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.

Exhibits
- --------

         4.1      Articles of Amendment and Restatement of Interstate Hotels
                  Corporation (incorporated by reference to the Company's
                  Quarterly Report on Form 10-Q for the period ended
                  June 30,1999)
         4.2      Articles Supplementary Classifying and Designating Series A
                  Junior Participating Cumulative Preferred Stock (incorporated
                  by reference to the Company's Quarterly Report on Form 10-Q
                  for the period ended June 30, 1999)
         4.3      Amended and Restated By-laws of Interstate Hotels Corporation
                  (incorporated by reference to the Company's Quarterly Report
                  on Form 10-Q for the period ended June 30,1999)
         4.4      Specimen certificate for shares of Class A Common Stock of
                  Interstate Hotels Corporation (incorporated by reference to
                  the Company's Registration Statement on Form S-1 (File No.
                  333-67065), filed November 10, 1998, as amended)
         5.1      Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                  the securities being registered
        23.1      Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                  5.1)
        23.2      Consent of PricewaterhouseCoopers LLP
        24.1      Powers of Attorney (included on the signature page of this
                  registration statement)

Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by Section
                           10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement;
                           and

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the registration statement or any
                           material change to such information in the
                           registration statement;

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b)      The undersigned registrant hereby undertakes that, for
                  purposes of determining any liability under the Securities
                  Act, each filing of the registrant's annual report pursuant to
                  Section 13(a) or 15(d) of the Exchange Act that is
                  incorporated by reference in the registration statement shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act, and is, therefore,
                  unenforceable. In the event that a claim for indemnification
                  against such liabilities (other than the payment by the
                  registrant of expenses incurred or paid by a director, officer
                  or controlling person of the registrant in the successful
                  defense of any action, suit or proceeding) is asserted by such
                  director, officer or controlling person in connection with the
                  securities being registered, the registrant will, unless in
                  the opinion of its counsel the matter has been settled by
                  controlling precedent, submit to a court of appropriate
                  jurisdiction the question whether such indemnification by it
                  is against public policy as expressed in the Securities Act
                  and will be governed by the final adjudication of such issue.

                                       2
4

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on
September 30, 1999.

                                               INTERSTATE HOTELS CORPORATION

                                               By: /s/ J. William Richardson
                                                  --------------------------
                                                  Name:  J. William Richardson
                                                  Title: Vice Chairman and Chief
                                                         Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Interstate Hotels Corporation, hereby severally constitute Thomas
F. Hewitt and J. William Richardson, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the registration
statement filed herewith and any and all amendments to said registration
statement, and generally to do all such things in our names and in our
capacities as officers and directors to enable Interstate Hotels Corporation to
comply with the provisions of the Securities Act of 1933 and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE                                   CAPACITY                                     DATE
              ---------                                   --------                                     ----
/s/Thomas F. Hewitt                         Chief Executive Officer and Chairman                 September 30, 1999
- ------------------------------------        of the Board of Directors
Thomas F. Hewitt                            (Principal Executive Officer)

/s/J. William Richardson                    Vice Chairman and                                    September 30, 1999
- ------------------------------------        Chief Financial Officer
J. William Richardson                       (Principal Financial
                                            and Principal Accounting Officer)

/s/Michael L. Ashner                        Director                                             September 30, 1999
- ------------------------------------
Michael L. Ashner

/s/Benjamin D. Holloway                     Director                                             September 30, 1999
- ------------------------------------
Benjamin D. Holloway

/s/Stephen P. Joyce                         Director                                             September 30, 1999
- ------------------------------------
Stephen P. Joyce

/s/Phillip H. McNeill, Sr.                  Director                                             September 30, 1999
- ------------------------------------
Phillip H. McNeill, Sr.

/s/Anne L. Raymond                          Director                                             September 30, 1999
- ------------------------------------
Anne L. Raymond
3
5

                                                   EXHIBIT INDEX

      Exhibit No.                        Description
      -----------                        -----------

         4.1      Articles of Amendment and Restatement of Interstate Hotels
                  Corporation (incorporated by reference to the Company's
                  Quarterly Report on Form 10-Q for the period ended
                  June 30, 1999)
         4.2      Articles Supplementary Classifying and Designating Series A
                  Junior Participating Cumulative Preferred Stock (incorporated
                  by reference to the Company's Quarterly Report on Form 10-Q
                  for the period ended June 30, 1999)
         4.3      Amended and Restated By-laws of Interstate Hotels Corporation
                  (incorporated by reference to the Company's Quarterly Report
                  on Form 10-Q for the period ended June 30, 1999)
         4.4      Specimen certificate for shares of Class A Common Stock of
                  Interstate Hotels Corporation (incorporated by reference to
                  the Company's Registration Statement on Form S-1 (File No.
                  333-67065), filed November 10, 1998, as amended)
         5.1      Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                  the securities being registered
        23.1      Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
                  5.1)
        23.2      Consent of PricewaterhouseCoopers LLP
        24.1      Powers of Attorney (included on the signature page of this
                  registration statement)

                                       4