INTERSTATE HOTELS CO
8-A12B, 1996-05-17
HOTELS & MOTELS
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<PAGE>   1
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                              ___________________

                                    FORM 8-A

               For Registration of Certain Classes of Securities
                   Pursuant to Section 12(b) or 12(g) of the
                        Securities Exchange Act of 1934


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

<TABLE>
<S>                                                          <C>
         PENNSYLVANIA                                                          25-1788101
   (State of incorporation)                                                 (I.R.S. employer
                                                                           identification no.)

   FOSTER PLAZA 10, 680 ANDERSEN DRIVE
   PITTSBURGH, PENNSYLVANIA                                                       15220
 (Address of principal executive offices)                                       (Zip code)

If this Form relates to the registration of a                If this Form relates to the registration of a
class of debt securities and is effective upon               class of debt securities and is to become
filing pursuant to General Instruction A(c)(1),              effective simultaneously with the effectiveness 
please check the following box.  [ ]                         of a concurrent registration statement under    
                                                             the Securities Act of 1933 pursuant to General  
                                                             Instructions A(c)(2), please check the following
                                                             box.  [ ]                                       
</TABLE>

Securities to be registered pursuant to Section 12(b) of the Act:


<TABLE>
<CAPTION>
             Title of Each Class               Name of Each Exchange on Which
             to be so Registered               Each Class is to be Registered
             -------------------               ------------------------------
 <S>                                               <C>
 Common stock, par value $0.01 per share           New York Stock Exchange
</TABLE>


Securities to be registered pursuant to Section 12(g) of the Act:

                                 Not Applicable

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                               Page 1 of 3 pages
<PAGE>   2
                            INFORMATION REQUIRED IN
                             REGISTRATION STATEMENT


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         The description of the securities to be registered hereunder is
incorporated by reference to the information set forth under the heading
"Description of Capital Stock" contained in the Registrant's Prospectus included
in the Registrant's Registration Statement on Form S-1 (File No. 333-03958)
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, on April 24, 1996, and as amended
thereafter.
         

ITEM 2.  EXHIBITS.

         All exhibits required by Instruction II to Item 2 will be filed with
the New York Stock Exchange.
         

                               Page 2 of 3 pages
<PAGE>   3
                                   SIGNATURE
                                   ---------

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
         


                                        INTERSTATE HOTELS COMPANY


                                        By:   /s/ W. THOMAS PARRINGTON, JR.
                                             ------------------------------
                                             W. Thomas Parrington, Jr.
                                             President and 
                                             Chief Executive Officer

Date:  May 16, 1996


                               Page 3 of 3 pages


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