IHR Interstate Hotels & Resorts,

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CUSIP NO. 46088S106 SCHEDULE 13D PAGE 2 OF 7 PAGES
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 1 NAME OF REPORTING PERSON

 First Eagle Investment Management, LLC
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 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
 (b) [ ]

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 3 SEC USE ONLY

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 4 SOURCE OF FUNDS*

 AF
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 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
 TO ITEMS 2(d) or 2(e) [ ]

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 6 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
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 7 SOLE VOTING POWER

 2,000,000
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 NUMBER OF 8 SHARED VOTING POWER
 SHARES
BENEFICIALLY -0-
 OWNED BY ---------------------------------------------------------
 EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,000,000
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 10 SHARED DISPOSITIVE POWER

 -0-
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 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

 2,000,000

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 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 CERTAIN SHARES*
 [ ]
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 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 6.2%
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 14 TYPE OF REPORTING PERSON*

 IA
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CUSIP NO. 46088S106 SCHEDULE 13D PAGE 3 OF 7 PAGES
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ITEM 1. SECURITY AND ISSUER.

 This statement on Schedule 13D relates to the common stock, $0.01 par
value per share (the "Shares"), of Interstate Hotels & Resorts, Inc. (the
"Issuer"). The principal executive office of the Issuer is located at 4501 North
Fairfax Drive, Suite 500, Arlington, Virginia 22203.


ITEM 2. IDENTITY AND BACKGROUND.

 (a) This statement is filed by First Eagle Investment Management, LLC, a
Delaware limited liability company and an investment adviser registered under
the Investment Advisers Act of 1940 (the "Reporting Person"). The Shares
reported herein are held by various clients in accounts under the Reporting
Person's management and control. Messrs. Jason Dahl and Jonathan Spitzer
(together, the "Portfolio Managers") are co-portfolio managers for these client
accounts and, as such, have the authority to make decisions regarding the voting
and disposition of the Shares. Mr. John P. Arnhold (the "Principal") is the
Chairman and Chief Executive Officer of the Reporting Person.

 (b) The principal business address of the Reporting Person, the
Principal and the Portfolio Managers is 1345 Avenue of the Americas, New York,
New York 10105.

 (c) The principal business of the Reporting Person, the Principal and
the Portfolio Managers is investing for client accounts under their management.

 (d) None of the Reporting Person, the Principal or the Portfolio
Managers has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).

 (e) None of the Reporting Person, the Principal or the Portfolio
Managers has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.

 (f) The Principal and the Portfolio Managers are citizens of the United
States of America.


ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

 The Shares reported herein were acquired at an aggregate purchase price
of approximately $4.4 million. Such Shares were acquired with investment funds
in client accounts under the Reporting Person's management.


ITEM 4 PURPOSE OF TRANSACTION.

 The Reporting Person acquired the Shares subsequent to the announcement
on December 18, 2009 of the agreement and plan of merger (the "Merger
Agreement") between the Issuer and Hotel Acquisition Company, LLC ("HAC").

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CUSIP NO. 46088S106 SCHEDULE 13D PAGE 4 OF 7 PAGES
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 The Reporting Person is concerned that the process by which the Issuer
arrived at signing the Merger Agreement was flawed, and in particular has
concerns regarding the following:

 - The lengthy period of exclusivity granted to HAC (nearly four
 months);
 - That the price proposed by HAC dates from August 7, 2009, and in
 the intervening time period a group of companies that the
 Reporting Person believes to be comparable has rallied 23.5%(1);
 - The considerable interest shown in a variety of transactions with
 the Issuer from diverse parties almost continuously since the
 Board retained a financial adviser in the fall of 2007(2);
 - That it is not apparent from the Preliminary Proxy filed on
 1/12/2010 that the Board of Directors of the Issuer or their
 representatives attempted to negotiate an improvement in the
 offered price above the $2.25 level;
 - That the Merger Agreement does not include an explicit "go shop"
 period;
 - That the Issuer is capable of managing its debt issues as a stand
 alone entity, as evidenced by its July 10, 2009, amendment and
 restatement of its credit facility as well as its sale of
 Interstate Baton Rouge, LLC, on November 17, 2009, enabling the
 Issuer to pay down $35 million of the $40 million pay down
 required by March 2011 pursuant to the Issuer's senior secured
 credit facility(3); and
 - That U.S. hotel industry trends as measured by RevPAR and
 occupancy rates have improved since August 7, 2009.(4)

 Accordingly, although the Reporting Person is still evaluating the
proposed Merger Agreement, it is currently inclined to vote against the merger.

 Except as set forth herein, the Reporting Person has no present plan
or proposal that would relate to or result in any of the matters set forth in
subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Person intends to
review its investment in the Issuer on a continuing basis and may engage in
discussions with management, the Board of Directors, other shareholders of the
Issuer and other relevant parties concerning the merger and potentially
concerning other matters with respect to the Reporting Person's investment in
the Shares, including, without limitation, the business, operations, governance,
management, strategy and future plans of the Issuer. Depending on various
factors, including, without limitation, the outcome of any discussions
referenced above, the Issuer's financial position and strategic direction,
actions taken by the Board of Directors, price levels of the Shares, other
investment opportunities available to the Reporting Person, conditions in the
securities market and general economic

________________________

(1) The group of comparables is: Hersha Hospitality Trust, DiamondRock
Hospitality Company, Sunstone Hotel Investors, Choice Hotels International,
Inc., and MHI Hospitality Corp. 23.5% is a weighted average based on market
capitalization. The simple average of the five companies' stock price
performance over this period is 55.8%.
(2) Preliminary Proxy filed on 1/12/2010, page 17.
(3) 8-K of the Issuer filed on 11/17/2009.
(4) RevPAR year-over-year change improved from -19% in August 2009 to -8% in
December 2009, and occupancy rate year-over-year change improved from -10% in
August 2009 to -2% in December 2009, according to Smith Travel Research.

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CUSIP NO. 46088S106 SCHEDULE 13D PAGE 5 OF 7 PAGES
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ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.

 (a) As of the close of business on January 19, 2010, the Reporting
Person is deemed to be the beneficial owner of 2,000,000 Shares, constituting
approximately 6.2% of the Shares outstanding. The aggregate percentage of Shares
reported herein is based upon 32,155,431 Shares outstanding, which is the total
number of Shares outstanding as of November 1, 2009 as reported in the Issuer's
Quarterly Report on Form 10-Q filed on November 12, 2009 for the quarterly
period ended September 30, 2009.

 (b) By virtue of investment management agreements with its clients, the
Reporting Person shares with such clients voting and dispositive powers over the
2,000,000 Shares reported herein, which powers are exercised by the Principal
and the Portfolio Managers.

 (c) Information concerning transactions in the Shares effected by the
Reporting Person during the past sixty days is set forth in Schedule A hereto
and is incorporated herein by reference. Except as otherwise indicated, all of
the transactions in Shares listed on Schedule A hereto were effected in the open
market.

 (d) Clients of the Reporting Person have the right to receive and the
ultimate power to direct the receipt of dividends from, or the proceeds of the
sale of, the Shares reported herein.

 (e) Not applicable.


ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.

 The Reporting Person does not have any contract, arrangement,
understanding or relationship with any person with respect to the securities of
the Issuer.


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

None.

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CUSIP NO. 46088S106 SCHEDULE 13D PAGE 6 OF 7 PAGES
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 SIGNATURES

 After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: January 19, 2010

 FIRST EAGLE INVESTMENT MANAGEMENT, LLC

 By: /s/ Mark Goldstein
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 Name: Mark Goldstein
 Title: Senior Vice President

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CUSIP NO. 46088S106 SCHEDULE 13D PAGE 7 OF 7 PAGES
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 SCHEDULE A

TRANSACTIONS IN THE SHARES BY THE REPORTING PERSON DURING THE PAST 60 DAYS

Unless otherwise indicated, all trades were effected in the open market through
brokers.

Date of Transaction Shares Purchased (Sold) Price Per Share ($)*
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 12/18/09 500,000 2.2
 12/21/09 500,000 2.19
 12/22/09 75,000 2.16
 12/23/09 25,000 2.15
 12/28/09 50,000 2.18
 12/30/09 50,000 2.2
 12/31/09 50,000 2.2
 01/05/10 25,000 2.2
 01/06/10 23 2.2
 01/08/10 3,913 2.2
 01/12/10 296,064 2.23
 01/13/10 200,000 2.24
 01/14/10 150,000 2.24
 01/15/10 24,988 2.23
 01/19/10 50,012 2.25

* Including commissions.