EXHIBIT 3.2
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                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        INTERSTATE HOTELS & RESORTS, INC.



         Interstate Hotels & Resorts, Inc. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the "DGCL"), does hereby amend its Restated Certificate of
Incorporation, as amended.

         The undersigned hereby certifies that this amendment to the Restated
Certificate of Incorporation, as amended, of the Corporation has been duly
adopted in accordance with Section 242 of the DGCL.

         Article IV of the Corporation's current Restated Certificate of
Incorporation, as amended, is hereby amended to include the following text as
Section C:

         "C.     Upon this Certificate of Amendment to the Restated Certificate
of Incorporation of the Corporation becoming effective in accordance with the
General Corporation Law of the State of Delaware (the "Effective Time"), each
five shares of Common Stock ("Old Common Stock") issued and outstanding
immediately prior to the Effective Time shall be automatically reclassified as
and converted into one share of Common Stock, par value $.01 per share, of the
Corporation ("New Common Stock").

         Notwithstanding the immediately preceding sentence, no fractional
shares of New Common Stock shall be issued to the holders of record of Old
Common Stock in connection with the foregoing reclassification of shares of Old
Common Stock. In lieu thereof, the aggregate of all fractional shares otherwise
issuable to the holders of record of Old Common Stock shall be issued to
EquiServe, Inc. (the "Transfer Agent"), as agent for the accounts of all holders
of record of Old Common Stock otherwise entitled to have a fraction of a share
issued to them. The sale of all of the fractional interests will be effected by
the transfer agent as soon as practicable after the Effective Time on the basis
of prevailing market prices of the New Common Stock on the New York Stock
Exchange at the time of sale. After such sale and upon the surrender of the
stockholders' stock certificates, the Transfer Agent shall pay to each holder of
record its pro rata share of the net proceeds derived from the sale of the
fractional interests.

         Each stock certificate that, immediately prior to the Effective Time,
represented shares of Old Common Stock shall, from and after the Effective Time,
automatically and without the necessity of presenting the same for exchange,
represent that number of whole shares of New Common Stock into which the shares
of Old Common Stock represented by such certificate shall have been reclassified
(as well as the right to receive cash in lieu of any fractional shares of New
Common Stock), provided, however, that each holder of record of a certificate
that represented shares of Old Common Stock shall receive, upon surrender of
such certificate, a new certificate representing the number of whole shares of
New Common Stock into which the shares of Old Common Stock represented by such
certificate shall have been reclassified, as well as any cash



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in lieu of fractional shares of New Common Stock to which such holder may be
entitled pursuant to the immediately preceding paragraph."

         This Certificate of Amendment, and the amendment effected hereby, shall
become effective at 9:15 a.m., eastern time, on July 31, 2002.





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         THE UNDERSIGNED, being the Senior Vice President and General Counsel of
the Corporation, for the purpose of amending the Restated Certificate of
Incorporation, as amended, of the Corporation pursuant to the DGCL, does make
this amendment to the Restated Certificate of Incorporation, as amended, of the
Corporation, hereby declaring and certifying that this is my act and deed and
the facts herein stated are true and accordingly have hereunto set my hand as of
this day of July 31, 2002.


                                   INTERSTATE HOTELS & RESORTS, INC.


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