<PAGE>

    As filed with the Securities and Exchange Commission on March 2, 2004

                                                           Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                        INTERSTATE HOTELS & RESORTS, INC.
             (Exact name of Registrant as specified in its charter)

              DELAWARE                                           52-2101815
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                              Identification No.)

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

                        INTERSTATE HOTELS & RESORTS, INC.
                              4501 N. FAIRFAX DRIVE
                               ARLINGTON, VA 22203
                                  703-387-3100
   (Address, including zip code, and telephone number, including area code, of
                    Registrant's principal executive offices)

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

    INTERSTATE HOTELS & RESORTS, INC. SUPPLEMENTAL DEFERRED COMPENSATION PLAN
                INTERSTATE HOTELS & RESORTS, INC. EXECUTIVE FUND
                            (Full title of the plan)

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

                          CHRISTOPHER L. BENNETT, ESQ.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                        INTERSTATE HOTELS & RESORTS, INC.
                              4501 N. FAIRFAX DRIVE
                               ARLINGTON, VA 22203
                                  703-387-3100

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

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

                                    COPY TO:
                            RICHARD S. BORISOFF, ESQ.
                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                           1285 AVENUE OF THE AMERICAS
                          NEW YORK, NEW YORK 10019-6064
                                 (212) 373-3000

                              ====================
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                        Proposed Maximum     Proposed Maximum      Amount of
       Title of Each Class of          Amount to be    Offering Price Per   Aggregate Offering   Registration
    Securities to be Registered        Registered            Share                Price               Fee
-------------------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>                  <C>                  <C>
Deferred Compensation Obligations(1)   $  8,500,000          100%           $        8,500,000   $   1,076.95
-------------------------------------------------------------------------------------------------------------
Plan Obligations(2)                    $ 15,000,000(3)       100%           $       15,000,000   $    1900.50
-------------------------------------------------------------------------------------------------------------
Total                                  $ 23,500,000                         $       23,500,000   $    2977.45
-------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The Deferred Compensation Obligations are unsecured obligations of
     Interstate Hotels & Resorts, Inc. to pay deferred compensation in the
     future in accordance with the terms of the Interstate Hotels & Resorts,
     Inc. Supplemental Deferred Compensation Plan (the "Plan").

(2)  The Plan Obligations are unsecured obligations of Interstate Hotels &
     Resorts, Inc. to make payments in accordance with the terms of the
     Interstate Hotels & Resorts, Inc. Executive Fund (the "Fund").

(3)  The $15,000,000 amount to be registered represents $6,000,000 in Plan
     Obligations attributable to compensation deferrals by participants under
     the Plan and $9,000,000 in Plan Obligations attributable to employer
     contributions under the Plan.

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

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in this Part I will
be sent or given to employees as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. Those documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, which have been filed by Interstate Hotels &
Resorts, Inc. (the "Company") with the Securities and Exchange Commission (File
No. 001-14331), are incorporated by reference into this Registration Statement:

     -   the Company's Quarterly Reports on Form 10-Q for the quarter ended
         March 31, 2003, the quarter ended June 30, 2003 and the quarter ended
         September 30, 2003;

     -   the Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 2002, as amended by Form 10-K/A filed on March 31, 2003
         and Form 10-K/A filed on April 2, 2003; and

     -   the Company's Current Reports on Form 8-K, filed on February 12, 2003,
         August 4, 2003 and October 23, 2003.

         In addition, all reports and documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein and to be a part hereof shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

         INTERSTATE HOTELS & RESORTS, INC. SUPPLEMENTAL DEFERRED COMPENSATION
PLAN.

         Under the Interstate Hotels & Resorts, Inc. Supplemental Deferred
Compensation Plan (the "Plan"), the Registrant will provide eligible
participating employees (each, a "Participant" and, collectively, the
"Participant"") of Interstate Management Company, LLC (the "Employer") the
opportunity to enter into agreements for the deferral of a specified percentage
of their total cash base compensation ("Base Compensation") and/or a specified
percentage of their total cash bonus

                                        2

<PAGE>

compensation ("Bonus Compensation"). In addition, each Plan Year (i.e., calendar
year), the Employer will make a matching contribution on behalf of each eligible
Participant, in the amount of the excess of (i) 100% of the Participant's Base
Compensation deferrals to the Plan for such year, not to exceed 4% of the
Participant's Base Compensation for such year (this percentage may be changed by
the chief executive officer of the Registrant (the "CEO") from year to year),
over (ii) the actual matching contributions made by the Employer on behalf of
the Participant to the Registrant's tax-qualified 401(k) plan (the "Qualified
Plan") for that year. The Employer may also make a profit sharing contribution
on behalf of any eligible Participant for a Plan Year, which will be a
percentage of the Participant's combined matching contributions under the Plan
and under the Qualified Plan for such year (which percentage will be established
by the CEO (but not exceed 150%) and may vary among Participants).

         Participant Base Compensation and/or Bonus Compensation deferrals, and
earnings or losses thereon, at all times will be fully vested in the
Participant. Employer matching contributions and profit sharing contributions
(referred to herein as "Employer contributions"), and earnings or losses
thereon, are subject to a vesting schedule whereby such contributions will vest
ratably over five years (with certain pre-Plan service credited for purposes of
this vesting schedule). In the event of a Participant's termination of
employment because of death, disability, attainment of retirement age, or in the
event of a "change in control" (discussed below), these Employer contributions
(and earnings or losses thereon) will become fully vested.

         The obligations of the Employer under the Participant Base Compensation
and/or Bonus Compensation deferral agreement and Employer contribution portions
of the Plan (the "Obligations") will be unsecured general obligations of the
Employer to pay the deferred compensation in the future in accordance with the
terms of the Plan, and will rank pari passu with other unsecured and
unsubordinated indebtedness of the Employer, from time to time outstanding. The
amount to be deferred by each Participant and/or contributed by the Employer
will be determined in accordance with the Plan based on elections made by each
Participant in the case of deferrals and Employer matching contributions, and,
in the case of Employer profit sharing contributions, in accordance with the
CEO's exercise of discretion.

         Participants may choose to have deferred amounts and Employer
contributions debited or credited with earnings or losses based on the
performance of one or more mutual funds made available as a menu under the Plan.
Participant accounts will be debited or credited with earnings, gains and losses
as if the deferred amounts or Employer contributions were actually invested in
accordance with the Participant's investment elections, although the actual
assets held under the Plan for the purposes of eventually paying Plan benefits
are not required to be so invested.

         The vested portion of a Participant's account under the Plan will be
payable upon the date on which the Participant's employment with the Employer is
terminated for any reason, including death, disability, retirement or other
termination of employment. The payment of the Obligations upon termination of
employment shall be made in accordance with the terms of the Plan in a lump-sum
distribution, unless the Participant elects to receive distributions under the
Plan upon termination of employment in the form of five (5) substantially equal
annual installments (adjusted for gains and losses). Alternatively, a
Participant's vested Plan account will be payable in accordance with the
Participant's election to receive payment on the fixed payment date of January 1
of the third calendar year after the calendar year in which the election is
made. Such elected fixed payment date may be postponed by the Participant, on a
continual basis, in accordance with the terms of the Plan. However, if the
Participant's employment with the Employer is terminated prior to an elected
fixed payment date, the election will be null and void.

                                        3

<PAGE>

         Within 30 days after a change in control (as defined in the Plan),
unless a Participant affirmatively elects otherwise, the Participant shall
receive a lump sum distribution of the Participant's entire Plan account.

         A Participant who suffers a severe financial hardship may request that
the Employer grant a hardship withdrawal with respect to his or her vested Plan
account.

         All distributions under the Plan are in cash.

         There is no trading market for the Obligations. The Obligations are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment. Any attempt by any individual to
transfer or assign benefits under the Plan, other than a claim for benefits by a
Participant or his or her beneficiary(ies), will be null and void. The
Obligations are not convertible into any other security of the Registrant. No
trustee has been appointed to take action with respect to the Obligations and
each Participant in the Plan will be responsible for enforcing his or her own
rights with respect to the Obligations.

         INTERSTATE HOTELS & RESORTS, INC. EXECUTIVE FUND.

         Under the Interstate Hotels & Resorts, Inc. Executive Fund (the
"Plan"), the Registrant will provide eligible participating employees (each, a
"Participant" and, collectively, the "Participants") of Interstate Management
Company, LLC (the "Employer") the opportunity to enter into agreements each Plan
Year (i.e., calendar year) for the deferral of a specified percentage of their
annual bonus ("Regular Bonus"), and may, in addition, provide Participants the
opportunity to enter into agreements with respect to any Plan Year to defer
their following year's bonus ("Next Year's Bonus") and/or other items of cash
compensation to which they may otherwise become entitled ("Other Compensation").
The Registrant will annually establish a deferral percentage with respect to
Participants' Regular Bonuses (and with respect to any other items of
compensation that the Registrant permits them to defer in any Plan Year), which
will be a percentage of Participants' base salaries. Unless the Registrant
permits otherwise, in no event may total Participant deferrals in a Plan Year
exceed $2,000,000.

         In addition to Regular Bonus deferrals, and possibly also Next Year's
Bonus deferrals and/or Other Compensation deferrals (collectively, "Compensation
Deferrals"), each Plan Year, the Employer will make a matching contribution on
behalf of each eligible Participant, which, unless and until changed by the
Registrant, will be in the amount of 150% of the Participant's Regular Bonus
deferrals to the Plan for such Plan Year. The Employer may also make a
discretionary contribution on behalf of any eligible Participant for a Plan
Year, for example, to similarly match any Next Year's Bonus deferrals and/or
Other Compensation deferrals that the Registrant permits them to defer for the
Plan Year. (Employer matching contributions and discretionary contributions (if
any) are referred to herein, collectively, as "Employer contributions.")

         Compensation Deferrals and Employer contributions generally will be
debited or credited with deemed earnings or losses based upon the performance of
certain hotel and other realty investments of the Registrant in which the
Registrant determines that the Plan will be deemed to co-invest with the
Registrant (referred to herein as the "Qualified Investments"). Participant
accounts under the Plan will be debited or credited with earnings, gains and
losses as if the Compensation Deferrals or Employer contributions were actually
invested in the Qualified Investments, although any actual assets held under the
Plan for the purpose of eventually paying Plan benefits are not required to be
so invested. Compensation Deferrals and Employer contributions awaiting deemed
investment in Qualified Investments, and amounts that have ceased to be deemed
invested in Qualified Investments but have yet to be distributed under the Plan,
generally will be credited with interest (except that Next Year's Bonus
deferrals (if any) and Employer contributions awaiting deemed investment in
Qualified Investments generally will not be credited or debited with any
earnings, gains, interest or losses).

                                        4

<PAGE>
         Participant Compensation Deferrals, Employer contributions, and
earnings or losses thereon, are subject to a vesting schedule whereby such
amounts will, with respect to each Qualified Investment in which they are deemed
invested, vest ratably over five years from the date of the Plan's deemed
investment in the Qualified Investment. However, in the event of a complete
disposition by the Registrant of a Qualified Investment, each active
Participant's Plan account will become fully vested and distributable to the
extent allocable to that Qualified Investment.

         In the event of a termination of a Participant's employment with the
Employer prior to the complete disposition by the Registrant of any Qualified
Investments, only the vested portion of the Participant's account under the Plan
allocable to those Qualified Investments will become payable. If the
Participant's employment is terminated due to death, disability, retirement or
involuntary termination without cause, such portion will be payable generally
upon the valuation date (i.e., the January 1 or July 1) next following the date
of such termination. If the Participant's employment is terminated for any other
reason, the Registrant may postpone payment of the Participant's vested Plan
account until the complete disposition by the Registrant of the Qualified
Investments in which the Participant's account is deemed invested. In either
event, the unvested portion of the Participant's Plan account will be forfeited
by the Participant, except that an amount equal to the Participant's unvested
Compensation Deferrals (or, if less, the value of the portion of the Qualified
Investment in which such unvested Compensation Deferrals are deemed invested),
reduced by any Next Year's Bonus deferrals that have not yet been "repaid" to
the Registrant from subsequent years' Regular Bonuses, will be returned to the
Participant.

         The obligations of the Registrant under the Plan (the "Obligations")
will be unsecured general obligations of the Registrant to pay the deferred
compensation in the future in accordance with the terms of the Plan, and will
rank pari passu with other unsecured and unsubordinated indebtedness of the
Registrant, from time to time outstanding. The amount to be deferred by each
Participant and/or contributed by the Employer will be determined in accordance
with the Plan based on elections made by each Participant in the case of
deferrals and Employer matching contributions, and, in the case of Employer
discretionary contributions, in accordance with the Registrant's exercise of
discretion.

         The payment of the Obligations shall be made in accordance with the
terms of the Plan in a lump-sum distribution, unless the Participant, due to the
level of his or her Plan account and the level of the other distributions
required under the Plan at the time of the Participant's termination, is
required to receive distributions under the Plan in the form of two (2)
substantially equal installments. All distributions under the Plan are in cash.

         There is no trading market for the Obligations. The Obligations are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment. Any attempt by any individual to
transfer or assign benefits under the Plan, other than a claim for benefits by a
Participant or his or her beneficiary(ies), will be null and void. The
Obligations are not convertible into any other security of the Registrant. No
trustee has been appointed to take action with respect to the Obligations and
each Participant in the Plan will be responsible for enforcing his or her own
rights with respect to the Obligations.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify its directors, officers, employees and agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement reasonably incurred, including liabilities under the Securities Act,

                                        5

<PAGE>

provided they act in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal proceeding, had no reasonable cause to believe their conduct was
unlawful, although in the case of proceedings brought by or on behalf of the
corporation, such indemnification is limited to expenses and is not permitted if
the individual is adjudged liable to the corporation (unless the Delaware Court
of Chancery or the court in which such proceeding was brought determines
otherwise in accordance with the Delaware General Corporation Law). Section 102
of the Delaware General Corporation Law authorizes a corporation to limit or
eliminate its directors' liability to the corporation or its stockholders for
monetary damages for breaches of fiduciary duties, other than for (i) breaches
of the duty of loyalty, (ii) acts or omissions not in good faith or that involve
intentional misconduct or knowing violations of law, (iii) unlawful payments of
dividends, stock purchases or redemptions or (iv) transactions from which a
director derives an improper personal benefit. The registrant's certificate of
incorporation contains such a provision.

         The Company's bylaws provide that it will indemnify each director and
each officer of the registrant against all claims and expenses resulting from
the fact that he or she was an officer or director of the registrant. In
addition, the Company's board of directors may, at its option, indemnify any
other persons who are not directors or officers of the Company but are serving,
or who have served, at the request of the registrant, in similar capacities for
any other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise.

         Section 145 of the Delaware General Corporation Law authorizes a
corporation to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation against any
liability asserted against him or her and incurred by him or her in any such
capacity, or arising out of his or her status as such. The Company's certificate
of incorporation and bylaws contain such provisions. The Company has obtained
liability insurance covering its directors and officers for claims asserted
against them or incurred by them in such capacity, including claims brought
under the Securities Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8. EXHIBITS

Exhibits

4.1*              Interstate Hotels & Resorts, Inc. Supplemental Deferred
                  Compensation Plan.

4.2*              Interstate Hotels & Resorts, Inc. Executive Fund.

5.1*              Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP,
                  counsel to the Company, regarding the legality of the
                  Securities being registered.

5.2*              Opinion of Smith & Downey, P.A. as to compliance with the
                  requirements of ERISA.

23.1*             Consent of KPMG LLP.

23.2*             Consent of PriceWaterhouseCoopers LLP.

23.3*             Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP
                  (included in Exhibit 5.1).

23.4*             Consent of Smith & Downey, P.A. (included in Exhibit 5.2).

24.1              Power of Attorney (included on signature page).

---------------------
*        Filed herewith.

                                        6

<PAGE>

ITEM 9. UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

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

                                    (ii)     that, for the purpose of
                  determining any liability under the Securities Act of 1933,
                  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;
                  and

                                    (iii)    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)      That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this 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 of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the registrant's Certificate
of Incorporation or by-laws, by contract, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 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.

                                        7

<PAGE>

                                   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 Arlington, State of Virginia, on March 2, 2004.

                                      INTERSTATE HOTELS & RESORTS, INC.

                                      By:      /s/ Christopher L. Bennett
                                          --------------------------------------
                                            Name:  Christopher L. Bennett, Esq.
                                            Title: Senior Vice President,
                                                   General Counsel and Secretary

                                POWER OF ATTORNEY

         The officers and directors of Interstate Hotels & Resorts, Inc. whose
signatures appear below hereby constitute and appoint Paul W. Whetsell and
Christopher L. Bennett and each of them (with full power to each of them to act
alone), their true and lawful attorneys-in-fact, with full powers of
substitution and resubstitution, to sign and execute on behalf of the
undersigned any and all amendments, including any post-effective amendments, to
this Registration Statement, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and each of the undersigned does hereby ratify and confirm all that
said attorneys-in-fact shall do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on March 2, 2004 by the following persons in
the capacities indicated.

           SIGNATURE                              TITLES

     /s/ Paul W. Whetsell           Chairman of the Board
------------------------------
       Paul W. Whetsell

      /s/ Steven D. Jorns           Chief Executive Officer and Director
------------------------------      (Principal Executive Officer)
        Steven D. Jorns

   /s/ J. William Richardson
------------------------------      Chief Financial Officer
     J. William Richardson          (Principal Financial and Accounting Officer)

------------------------------      Director
       Karim J. Alibhai

   /s/ Leslie R. Doggett
------------------------------      Director
       Leslie R. Doggett

------------------------------      Director
      Joseph J. Flannery

                                        8

<PAGE>

           SIGNATURE                    TITLES

     /s/ Thomas F. Hewitt              Director
------------------------------
       Thomas F. Hewitt

     /s/ Mahmood J. Khimji             Director
------------------------------
       Mahmood J. Khimji

     /s/ James B. McCurry              Director
------------------------------
       James B. McCurry

                                       Director
------------------------------
      Raymond C. Mikulich

------------------------------         Director
     John J. Russell, Jr.

------------------------------         Director
      Sherwood M. Weiser

                                        9

<PAGE>

                                INDEX TO EXHIBITS

Exhibits

4.1*              Interstate Hotels & Resorts, Inc. Supplemental Deferred
                  Compensation Plan.

4.2*              Interstate Hotels & Resorts, Inc. Executive Fund.

5.1*              Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP,
                  counsel to the Company, regarding the legality of the
                  Securities being registered.

5.2*              Opinion of Smith & Downey, P.A. as to compliance with the
                  requirements of ERISA.

23.1*             Consent of KPMG LLP.

23.2*             Consent of PriceWaterhouseCoopers LLP.

23.3*             Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP
                  (included in Exhibit 5.1).

23.4*             Consent of Smith & Downey, P.A. (included in Exhibit 5.2).

24.1              Power of Attorney (included on signature page).

---------------------
*        Filed herewith.

                                       10
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{"company-data": {"conformed-name": "INTERSTATE HOTELS & RESORTS INC", "cik": "0001059341", "assigned-sic": "7011", "irs-number": "510379982", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113229", "film-number": "04643732"}, "business-address": {"street1": "1010 WISCONSIN AVE NW", "city": "WASHINGTON", "state": "DC", "zip": "20007", "phone": "2029654455"}, "mail-address": {"street1": "1010 WISCONSIN AVE N W", "city": "WASHINGTON", "state": "DC", "zip": "20007"}, "former-company": {"former-conformed-name": "MERISTAR HOTELS & RESORTS INC", "date-changed": "19980407"}}
As filed with the Securities and Exchange Commission on March 2, 2004

                                                           Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                        INTERSTATE HOTELS & RESORTS, INC.
             (Exact name of Registrant as specified in its charter)

              DELAWARE                                           52-2101815
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                              Identification No.)

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

                        INTERSTATE HOTELS & RESORTS, INC.
                              4501 N. FAIRFAX DRIVE
                               ARLINGTON, VA 22203
                                  703-387-3100
   (Address, including zip code, and telephone number, including area code, of
                    Registrant's principal executive offices)

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

    INTERSTATE HOTELS & RESORTS, INC. SUPPLEMENTAL DEFERRED COMPENSATION PLAN
                INTERSTATE HOTELS & RESORTS, INC. EXECUTIVE FUND
                            (Full title of the plan)

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

                          CHRISTOPHER L. BENNETT, ESQ.
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                        INTERSTATE HOTELS & RESORTS, INC.
                              4501 N. FAIRFAX DRIVE
                               ARLINGTON, VA 22203
                                  703-387-3100

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

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

                                    COPY TO:
                            RICHARD S. BORISOFF, ESQ.
                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                           1285 AVENUE OF THE AMERICAS
                          NEW YORK, NEW YORK 10019-6064
                                 (212) 373-3000

                              ====================
                         CALCULATION OF REGISTRATION FEE
Proposed Maximum     Proposed Maximum      Amount of
       Title of Each Class of          Amount to be    Offering Price Per   Aggregate Offering   Registration
    Securities to be Registered        Registered            Share                Price               Fee
-------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations(1)   $  8,500,000          100%           $        8,500,000   $   1,076.95
-------------------------------------------------------------------------------------------------------------
Plan Obligations(2)                    $ 15,000,000(3)       100%           $       15,000,000   $    1900.50
-------------------------------------------------------------------------------------------------------------
Total                                  $ 23,500,000                         $       23,500,000   $    2977.45
-------------------------------------------------------------------------------------------------------------
(1)  The Deferred Compensation Obligations are unsecured obligations of
     Interstate Hotels & Resorts, Inc. to pay deferred compensation in the
     future in accordance with the terms of the Interstate Hotels & Resorts,
     Inc. Supplemental Deferred Compensation Plan (the "Plan").

(2)  The Plan Obligations are unsecured obligations of Interstate Hotels &
     Resorts, Inc. to make payments in accordance with the terms of the
     Interstate Hotels & Resorts, Inc. Executive Fund (the "Fund").

(3)  The $15,000,000 amount to be registered represents $6,000,000 in Plan
     Obligations attributable to compensation deferrals by participants under
     the Plan and $9,000,000 in Plan Obligations attributable to employer
     contributions under the Plan.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in this Part I will
be sent or given to employees as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. Those documents and the documents incorporated by reference in
this Registration Statement pursuant to Item 3 of Part II, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, which have been filed by Interstate Hotels &
Resorts, Inc. (the "Company") with the Securities and Exchange Commission (File
No. 001-14331), are incorporated by reference into this Registration Statement:

     -   the Company's Quarterly Reports on Form 10-Q for the quarter ended
         March 31, 2003, the quarter ended June 30, 2003 and the quarter ended
         September 30, 2003;

     -   the Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 2002, as amended by Form 10-K/A filed on March 31, 2003
         and Form 10-K/A filed on April 2, 2003; and

     -   the Company's Current Reports on Form 8-K, filed on February 12, 2003,
         August 4, 2003 and October 23, 2003.

         In addition, all reports and documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein and to be a part hereof shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

         INTERSTATE HOTELS & RESORTS, INC. SUPPLEMENTAL DEFERRED COMPENSATION
PLAN.

         Under the Interstate Hotels & Resorts, Inc. Supplemental Deferred
Compensation Plan (the "Plan"), the Registrant will provide eligible
participating employees (each, a "Participant" and, collectively, the
"Participant"") of Interstate Management Company, LLC (the "Employer") the
opportunity to enter into agreements for the deferral of a specified percentage
of their total cash base compensation ("Base Compensation") and/or a specified
percentage of their total cash bonus

                                        2
compensation ("Bonus Compensation"). In addition, each Plan Year (i.e., calendar
year), the Employer will make a matching contribution on behalf of each eligible
Participant, in the amount of the excess of (i) 100% of the Participant's Base
Compensation deferrals to the Plan for such year, not to exceed 4% of the
Participant's Base Compensation for such year (this percentage may be changed by
the chief executive officer of the Registrant (the "CEO") from year to year),
over (ii) the actual matching contributions made by the Employer on behalf of
the Participant to the Registrant's tax-qualified 401(k) plan (the "Qualified
Plan") for that year. The Employer may also make a profit sharing contribution
on behalf of any eligible Participant for a Plan Year, which will be a
percentage of the Participant's combined matching contributions under the Plan
and under the Qualified Plan for such year (which percentage will be established
by the CEO (but not exceed 150%) and may vary among Participants).

         Participant Base Compensation and/or Bonus Compensation deferrals, and
earnings or losses thereon, at all times will be fully vested in the
Participant. Employer matching contributions and profit sharing contributions
(referred to herein as "Employer contributions"), and earnings or losses
thereon, are subject to a vesting schedule whereby such contributions will vest
ratably over five years (with certain pre-Plan service credited for purposes of
this vesting schedule). In the event of a Participant's termination of
employment because of death, disability, attainment of retirement age, or in the
event of a "change in control" (discussed below), these Employer contributions
(and earnings or losses thereon) will become fully vested.

         The obligations of the Employer under the Participant Base Compensation
and/or Bonus Compensation deferral agreement and Employer contribution portions
of the Plan (the "Obligations") will be unsecured general obligations of the
Employer to pay the deferred compensation in the future in accordance with the
terms of the Plan, and will rank pari passu with other unsecured and
unsubordinated indebtedness of the Employer, from time to time outstanding. The
amount to be deferred by each Participant and/or contributed by the Employer
will be determined in accordance with the Plan based on elections made by each
Participant in the case of deferrals and Employer matching contributions, and,
in the case of Employer profit sharing contributions, in accordance with the
CEO's exercise of discretion.

         Participants may choose to have deferred amounts and Employer
contributions debited or credited with earnings or losses based on the
performance of one or more mutual funds made available as a menu under the Plan.
Participant accounts will be debited or credited with earnings, gains and losses
as if the deferred amounts or Employer contributions were actually invested in
accordance with the Participant's investment elections, although the actual
assets held under the Plan for the purposes of eventually paying Plan benefits
are not required to be so invested.

         The vested portion of a Participant's account under the Plan will be
payable upon the date on which the Participant's employment with the Employer is
terminated for any reason, including death, disability, retirement or other
termination of employment. The payment of the Obligations upon termination of
employment shall be made in accordance with the terms of the Plan in a lump-sum
distribution, unless the Participant elects to receive distributions under the
Plan upon termination of employment in the form of five (5) substantially equal
annual installments (adjusted for gains and losses). Alternatively, a
Participant's vested Plan account will be payable in accordance with the
Participant's election to receive payment on the fixed payment date of January 1
of the third calendar year after the calendar year in which the election is
made. Such elected fixed payment date may be postponed by the Participant, on a
continual basis, in accordance with the terms of the Plan. However, if the
Participant's employment with the Employer is terminated prior to an elected
fixed payment date, the election will be null and void.

                                        3
Within 30 days after a change in control (as defined in the Plan),
unless a Participant affirmatively elects otherwise, the Participant shall
receive a lump sum distribution of the Participant's entire Plan account.

         A Participant who suffers a severe financial hardship may request that
the Employer grant a hardship withdrawal with respect to his or her vested Plan
account.

         All distributions under the Plan are in cash.

         There is no trading market for the Obligations. The Obligations are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment. Any attempt by any individual to
transfer or assign benefits under the Plan, other than a claim for benefits by a
Participant or his or her beneficiary(ies), will be null and void. The
Obligations are not convertible into any other security of the Registrant. No
trustee has been appointed to take action with respect to the Obligations and
each Participant in the Plan will be responsible for enforcing his or her own
rights with respect to the Obligations.

         INTERSTATE HOTELS & RESORTS, INC. EXECUTIVE FUND.

         Under the Interstate Hotels & Resorts, Inc. Executive Fund (the
"Plan"), the Registrant will provide eligible participating employees (each, a
"Participant" and, collectively, the "Participants") of Interstate Management
Company, LLC (the "Employer") the opportunity to enter into agreements each Plan
Year (i.e., calendar year) for the deferral of a specified percentage of their
annual bonus ("Regular Bonus"), and may, in addition, provide Participants the
opportunity to enter into agreements with respect to any Plan Year to defer
their following year's bonus ("Next Year's Bonus") and/or other items of cash
compensation to which they may otherwise become entitled ("Other Compensation").
The Registrant will annually establish a deferral percentage with respect to
Participants' Regular Bonuses (and with respect to any other items of
compensation that the Registrant permits them to defer in any Plan Year), which
will be a percentage of Participants' base salaries. Unless the Registrant
permits otherwise, in no event may total Participant deferrals in a Plan Year
exceed $2,000,000.

         In addition to Regular Bonus deferrals, and possibly also Next Year's
Bonus deferrals and/or Other Compensation deferrals (collectively, "Compensation
Deferrals"), each Plan Year, the Employer will make a matching contribution on
behalf of each eligible Participant, which, unless and until changed by the
Registrant, will be in the amount of 150% of the Participant's Regular Bonus
deferrals to the Plan for such Plan Year. The Employer may also make a
discretionary contribution on behalf of any eligible Participant for a Plan
Year, for example, to similarly match any Next Year's Bonus deferrals and/or
Other Compensation deferrals that the Registrant permits them to defer for the
Plan Year. (Employer matching contributions and discretionary contributions (if
any) are referred to herein, collectively, as "Employer contributions.")

         Compensation Deferrals and Employer contributions generally will be
debited or credited with deemed earnings or losses based upon the performance of
certain hotel and other realty investments of the Registrant in which the
Registrant determines that the Plan will be deemed to co-invest with the
Registrant (referred to herein as the "Qualified Investments"). Participant
accounts under the Plan will be debited or credited with earnings, gains and
losses as if the Compensation Deferrals or Employer contributions were actually
invested in the Qualified Investments, although any actual assets held under the
Plan for the purpose of eventually paying Plan benefits are not required to be
so invested. Compensation Deferrals and Employer contributions awaiting deemed
investment in Qualified Investments, and amounts that have ceased to be deemed
invested in Qualified Investments but have yet to be distributed under the Plan,
generally will be credited with interest (except that Next Year's Bonus
deferrals (if any) and Employer contributions awaiting deemed investment in
Qualified Investments generally will not be credited or debited with any
earnings, gains, interest or losses).

                                        4
Participant Compensation Deferrals, Employer contributions, and
earnings or losses thereon, are subject to a vesting schedule whereby such
amounts will, with respect to each Qualified Investment in which they are deemed
invested, vest ratably over five years from the date of the Plan's deemed
investment in the Qualified Investment. However, in the event of a complete
disposition by the Registrant of a Qualified Investment, each active
Participant's Plan account will become fully vested and distributable to the
extent allocable to that Qualified Investment.

         In the event of a termination of a Participant's employment with the
Employer prior to the complete disposition by the Registrant of any Qualified
Investments, only the vested portion of the Participant's account under the Plan
allocable to those Qualified Investments will become payable. If the
Participant's employment is terminated due to death, disability, retirement or
involuntary termination without cause, such portion will be payable generally
upon the valuation date (i.e., the January 1 or July 1) next following the date
of such termination. If the Participant's employment is terminated for any other
reason, the Registrant may postpone payment of the Participant's vested Plan
account until the complete disposition by the Registrant of the Qualified
Investments in which the Participant's account is deemed invested. In either
event, the unvested portion of the Participant's Plan account will be forfeited
by the Participant, except that an amount equal to the Participant's unvested
Compensation Deferrals (or, if less, the value of the portion of the Qualified
Investment in which such unvested Compensation Deferrals are deemed invested),
reduced by any Next Year's Bonus deferrals that have not yet been "repaid" to
the Registrant from subsequent years' Regular Bonuses, will be returned to the
Participant.

         The obligations of the Registrant under the Plan (the "Obligations")
will be unsecured general obligations of the Registrant to pay the deferred
compensation in the future in accordance with the terms of the Plan, and will
rank pari passu with other unsecured and unsubordinated indebtedness of the
Registrant, from time to time outstanding. The amount to be deferred by each
Participant and/or contributed by the Employer will be determined in accordance
with the Plan based on elections made by each Participant in the case of
deferrals and Employer matching contributions, and, in the case of Employer
discretionary contributions, in accordance with the Registrant's exercise of
discretion.

         The payment of the Obligations shall be made in accordance with the
terms of the Plan in a lump-sum distribution, unless the Participant, due to the
level of his or her Plan account and the level of the other distributions
required under the Plan at the time of the Participant's termination, is
required to receive distributions under the Plan in the form of two (2)
substantially equal installments. All distributions under the Plan are in cash.

         There is no trading market for the Obligations. The Obligations are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment. Any attempt by any individual to
transfer or assign benefits under the Plan, other than a claim for benefits by a
Participant or his or her beneficiary(ies), will be null and void. The
Obligations are not convertible into any other security of the Registrant. No
trustee has been appointed to take action with respect to the Obligations and
each Participant in the Plan will be responsible for enforcing his or her own
rights with respect to the Obligations.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify its directors, officers, employees and agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement reasonably incurred, including liabilities under the Securities Act,

                                        5
provided they act in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal proceeding, had no reasonable cause to believe their conduct was
unlawful, although in the case of proceedings brought by or on behalf of the
corporation, such indemnification is limited to expenses and is not permitted if
the individual is adjudged liable to the corporation (unless the Delaware Court
of Chancery or the court in which such proceeding was brought determines
otherwise in accordance with the Delaware General Corporation Law). Section 102
of the Delaware General Corporation Law authorizes a corporation to limit or
eliminate its directors' liability to the corporation or its stockholders for
monetary damages for breaches of fiduciary duties, other than for (i) breaches
of the duty of loyalty, (ii) acts or omissions not in good faith or that involve
intentional misconduct or knowing violations of law, (iii) unlawful payments of
dividends, stock purchases or redemptions or (iv) transactions from which a
director derives an improper personal benefit. The registrant's certificate of
incorporation contains such a provision.

         The Company's bylaws provide that it will indemnify each director and
each officer of the registrant against all claims and expenses resulting from
the fact that he or she was an officer or director of the registrant. In
addition, the Company's board of directors may, at its option, indemnify any
other persons who are not directors or officers of the Company but are serving,
or who have served, at the request of the registrant, in similar capacities for
any other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise.

         Section 145 of the Delaware General Corporation Law authorizes a
corporation to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation against any
liability asserted against him or her and incurred by him or her in any such
capacity, or arising out of his or her status as such. The Company's certificate
of incorporation and bylaws contain such provisions. The Company has obtained
liability insurance covering its directors and officers for claims asserted
against them or incurred by them in such capacity, including claims brought
under the Securities Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8. EXHIBITS

Exhibits

4.1*              Interstate Hotels & Resorts, Inc. Supplemental Deferred
                  Compensation Plan.

4.2*              Interstate Hotels & Resorts, Inc. Executive Fund.

5.1*              Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP,
                  counsel to the Company, regarding the legality of the
                  Securities being registered.

5.2*              Opinion of Smith & Downey, P.A. as to compliance with the
                  requirements of ERISA.

23.1*             Consent of KPMG LLP.

23.2*             Consent of PriceWaterhouseCoopers LLP.

23.3*             Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP
                  (included in Exhibit 5.1).

23.4*             Consent of Smith & Downey, P.A. (included in Exhibit 5.2).

24.1              Power of Attorney (included on signature page).

---------------------
*        Filed herewith.

                                        6
ITEM 9. UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

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

                                    (ii)     that, for the purpose of
                  determining any liability under the Securities Act of 1933,
                  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;
                  and

                                    (iii)    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)      That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this 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 of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the registrant's Certificate
of Incorporation or by-laws, by contract, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 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.

                                        7
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 Arlington, State of Virginia, on March 2, 2004.

                                      INTERSTATE HOTELS & RESORTS, INC.

                                      By:      /s/ Christopher L. Bennett
                                          --------------------------------------
                                            Name:  Christopher L. Bennett, Esq.
                                            Title: Senior Vice President,
                                                   General Counsel and Secretary

                                POWER OF ATTORNEY

         The officers and directors of Interstate Hotels & Resorts, Inc. whose
signatures appear below hereby constitute and appoint Paul W. Whetsell and
Christopher L. Bennett and each of them (with full power to each of them to act
alone), their true and lawful attorneys-in-fact, with full powers of
substitution and resubstitution, to sign and execute on behalf of the
undersigned any and all amendments, including any post-effective amendments, to
this Registration Statement, and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and each of the undersigned does hereby ratify and confirm all that
said attorneys-in-fact shall do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below on March 2, 2004 by the following persons in
the capacities indicated.

           SIGNATURE                              TITLES

     /s/ Paul W. Whetsell           Chairman of the Board
------------------------------
       Paul W. Whetsell

      /s/ Steven D. Jorns           Chief Executive Officer and Director
------------------------------      (Principal Executive Officer)
        Steven D. Jorns

   /s/ J. William Richardson
------------------------------      Chief Financial Officer
     J. William Richardson          (Principal Financial and Accounting Officer)

------------------------------      Director
       Karim J. Alibhai

   /s/ Leslie R. Doggett
------------------------------      Director
       Leslie R. Doggett

------------------------------      Director
      Joseph J. Flannery

                                        8
SIGNATURE                    TITLES

     /s/ Thomas F. Hewitt              Director
------------------------------
       Thomas F. Hewitt

     /s/ Mahmood J. Khimji             Director
------------------------------
       Mahmood J. Khimji

     /s/ James B. McCurry              Director
------------------------------
       James B. McCurry

                                       Director
------------------------------
      Raymond C. Mikulich

------------------------------         Director
     John J. Russell, Jr.

------------------------------         Director
      Sherwood M. Weiser

                                        9
INDEX TO EXHIBITS

Exhibits

4.1*              Interstate Hotels & Resorts, Inc. Supplemental Deferred
                  Compensation Plan.

4.2*              Interstate Hotels & Resorts, Inc. Executive Fund.

5.1*              Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP,
                  counsel to the Company, regarding the legality of the
                  Securities being registered.

5.2*              Opinion of Smith & Downey, P.A. as to compliance with the
                  requirements of ERISA.

23.1*             Consent of KPMG LLP.

23.2*             Consent of PriceWaterhouseCoopers LLP.

23.3*             Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP
                  (included in Exhibit 5.1).

23.4*             Consent of Smith & Downey, P.A. (included in Exhibit 5.2).

24.1              Power of Attorney (included on signature page).

---------------------
*        Filed herewith.

                                       10