As filed with the Securities and Exchange Commission on August 23, 1996
                                                           Registration No. 333-


                    SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

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

                        CAPSTAR HOTEL COMPANY
          (Exact name of registrant as specified in its charter)



DELAWARE                                               52-1979383
(State of incorporation)                             (IRS Employer
                                                    Identification No.)
                                                                             
                              Suite 650
                      1010 Wisonsin Avenue, N.W.
                         Washington, DC 20007
                           (202) 965-4455
          (Address of Principal Executive Offices)(Zip Code)


                           STOCK PURCHASE PLAN
                          EQUITY INCENTIVE PLAN
                         (Full title of the plan)


                            PAUL W. WHETSELL
                         1010 WISONSIN AVENUE, N.W.
                           WASHINGTON, DC 20007
                              (202) 965-4455
           (Name, address and telephone number of agent for service)

                                 COPY TO:
                            RICHARD S. BORISOFF
                   PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                         1285 AVENUE OF THE AMERICAS
                           NEW YORK, NEW YORK 10019



                       CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF          AMOUNT TO            PROPOSED MAXIMUM
SECURITIES TO BE REGISTERED    BE REGISTERED              OFFERING
- ----------------------------------------------------------------------
Common Stock, par value         2,240,000                  $18                  
  $.01 per share


PROPOSED MAXIMUM AGGREGATE                      AMOUNT OF 
OFFERING PRICE (1)                           REGISTRATION FEE  
- -----------------------------------------------------------------------  
   $40,320,000                                  $13,903


(1)Estimated solely for the purpose of computing the registration fee pursuant 
   to Rule 457.




          

<PAGE>






                                PART I

            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The  information  required  in the Section 10(a) prospectus is included in
documents  being  maintained  and  delivered  by  CapStar  Hotel  Company  (the
"Company") as required by Rule 428(b)(1)  under  the Securities Act of 1933, as
amended.

                               PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following  document  filed  by the Company with  the  Securities  and
Exchange Commission (the "Commission") are incorporated herein by reference:

     1.    The  description of the Company's Common Stock, par value  $.01  per
share, contained  in  the  Company's  Registration Statement on Form 8-A, filed
with the Commission on August 2, 1996,  including any amendment or report filed
for the purpose of updating such description.

     All other documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Act of 1934,  as  amended, subsequent to the date
of  this  registration statement and prior to the filing  of  a  post-effective
amendment which  indicates that all securities registered hereby 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 part
hereof from the date of filing of such documents.


ITEM 4.DESCRIPTION OF SECURITIES

     Not Applicable.


ITEM 5.INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.


ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 102(b)(7)  of  the  Delaware  Law  permits  a  provision  in   the
certificate   of   incorporation  of  each  corporation  organized  thereunder,
eliminating or limiting,  with  certain exceptions, the personal liability of a
director  to  the corporation or its  stockholders  for  monetary  damages  for
certain  breaches  of  fiduciary  duty  as  a  director.   The  Certificate  of
Incorporation  of the Company eliminates the personal liability of directors to
the fullest extent permitted by the Delaware Law.

<PAGE>


     Section 145  of  the  Delaware Law ("Section 145"), in summary, empowers a
Delaware corporation, within  certain  limitations,  to indemnify its officers,
directors, employees and agents against expenses (including  attorneys'  fees),
judgments,  fines  and  amounts  paid  in  settlement,  actually and reasonably
incurred by them in connection with any suit or proceeding  other than by or on
behalf  of  the  corporation,  if  they  acted  in good faith and in  a  manner
reasonably  believed  to  be  in or not opposed to the  best  interest  of  the
corporation, and, with respect  to  a  criminal  action  or  proceeding, had no
reasonable cause to believe their conduct was unlawful.

     With  respect  to actions by or on behalf of the corporation,  Section 145
permits a corporation  to  indemnify  its  officers,  directors,  employees and
agents  against  expenses  (including  attorneys' fees) actually and reasonably
incurred in connection with the defense  or  settlement of such action or suit,
provided such person meets the standard of conduct  described  in the preceding
paragraph, except that no indemnification is permitted in respect  of any claim
where such person has been found liable to the corporation, unless the Court of
Chancery  or  the court in which such action or suit was brought approves  such
indemnification  and  determines  that  such  person  is  fairly and reasonably
entitled to be indemnified.

     Article Eight of the Certificate of Incorporation of the  Company provides
for  the  indemnification  of officers and directors and certain other  parties
(the "Indemnitees") of the Company  to  the  fullest extent permitted under the
Delaware  Law;  provided, that except in the case  of  proceedings  to  enforce
rights to indemnification,  the  Company  shall  indemnify  such  Indemnitee in
connection  with  a  proceeding  initiated  by  such  Indemnitee  only  if such
proceeding was authorized by the Board.

     Each  of the employment agreements described under the caption "Management
- - Employment  Agreements"  in  the Company's Registration Statement on Form S-1
filed with the Commission on June  21,  1996,  as  amended, contains provisions
entitling the executive to indemnification for losses incurred in the course of
service to the Company or its subsidiaries, under certain circumstances.


ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.


ITEM 8.EXHIBITS

     5     -    Opinion of Paul, Weiss, Rifkind, Wharton & Garrison.
     24    -    Power of Attorney (included on signature page).


ITEM 9.UNDERTAKINGS

     (a)   The undersigned registrant hereby undertakes:   (i) to  file, during
any period in which offers or sales are being made, a post-effective  amendment
to this registration statement 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 

<PAGE>

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)   The undersigned  registrant  hereby undertakes 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, as amended, 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 Securities and Exchange  Commission  such
indemnification is against  public  policy  as  expressed  in  the  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 Act and will be governed by the final
adjudication of such issue.

          

<PAGE>





                            SIGNATURES

     Pursuant to the requirements  of  the  Securities Act of 1933, as amended,
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  New York, State of New York, on August 23,
1996.

                              CAPSTAR HOTEL COMPANY


                              By:      /S/ PAUL W. WHETSELL
                                 Name: Paul W. Whetsell
                                 Title:  President and Chief Executive Officer


     KNOW ALL MEN BY THESE PRESENTS, that each person  whose  signature appears
below  constitutes  and appoints Paul W. Whetsell and William M.  Karnes,  such
person's true and lawful  attorney-in-fact  and  agents,  with  full  power  of
substitution  and  revocation, for such person and in such person's name, place
and stead, in any and  all capacities to sign any and all amendments (including
post-effective amendments)  to  this Registration Statement or any Registration
Statement filed pursuant to Rule  462  under the Securities Act of 1933, and to
file the same with all exhibits thereto,  and the other documents in connection
therewith,  with the Securities and Exchange  Commission,  granting  unto  said
attorney-in-fact  and  agents, and each of them, full power and authority to do
and perform each and every  act  and things requisite and necessary to be done,
as fully to all intents and purposes  as  such  person  might  or  could  do in
person,  hereby  ratifying  and  confirming  all that said attorney-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration Statement and the foregoing Power of  Attorney have been signed by
the following persons in the capacities and on the dates indicated:

SIGNATURE                              TITLE                          DATE


/S/ PAUL W. WHETSELL      President, Chief Executive             August 23, 1996
Paul W. Whetsell          Officer and Chairman of the
                          Board (Principal Executive
                          Officer)

/S/ DAVID E. MCCASLIN     Chief Operating Officer and            August 23, 1996
David E. McCaslin         Director

<PAGE>


/S/ WILLIAM M. KARNES     Senior Executive Vice                  August 23, 1996
William M. Karnes         President, Finance and Chief
William M. Karnes         Financial Officer (Principal
                          Financial and Accounting
                          Officer)

/S/ DANIEL L DOCTOROFF    Director                               August 23, 1996
Daniel L. Doctoroff


/S/ BRADFORD E. BERNSTEIN   Director                             August 23, 1996
Bradford E. Bernstein


/S/ WILLIAM S. JANES      Director                               August 23, 1996
William S. Janes


- --------------------      Director
Joseph McCarthy


- --------------------      Director
Edward L. Cohen


- --------------------      Director
Edwin T. Burton, III


- --------------------      Director
Edward P. Dowd


<PAGE>





                         INDEX TO EXHIBITS



EXHIBITS

5     -    Opinion of Paul, Weiss, Rifkind, Wharton & Garrison.

24    -    Power of Attorney (included on the signature page).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13569}]
{"company-data": {"conformed-name": "CAPSTAR HOTEL INVESTORS INC", "cik": "0001014764", "assigned-sic": "7011", "irs-number": "521979383", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10717", "film-number": "96619765"}, "business-address": {"street1": "1010 WISCONSIN AE NW", "city": "WASHINGTON", "state": "DC", "zip": "20007", "phone": "2029654455"}, "mail-address": {"street1": "1010 WISCONSIN AVE NW", "city": "WASHINGTON", "state": "DC", "zip": "20007"}}
As filed with the Securities and Exchange Commission on August 23, 1996
                                                           Registration No. 333-

                    SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

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

                        CAPSTAR HOTEL COMPANY
          (Exact name of registrant as specified in its charter)

DELAWARE                                               52-1979383
(State of incorporation)                             (IRS Employer
                                                    Identification No.)
                                                                             
                              Suite 650
                      1010 Wisonsin Avenue, N.W.
                         Washington, DC 20007
                           (202) 965-4455
          (Address of Principal Executive Offices)(Zip Code)

                           STOCK PURCHASE PLAN
                          EQUITY INCENTIVE PLAN
                         (Full title of the plan)

                            PAUL W. WHETSELL
                         1010 WISONSIN AVENUE, N.W.
                           WASHINGTON, DC 20007
                              (202) 965-4455
           (Name, address and telephone number of agent for service)

                                 COPY TO:
                            RICHARD S. BORISOFF
                   PAUL, WEISS, RIFKIND, WHARTON & GARRISON
                         1285 AVENUE OF THE AMERICAS
                           NEW YORK, NEW YORK 10019

                       CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF          AMOUNT TO            PROPOSED MAXIMUM
SECURITIES TO BE REGISTERED    BE REGISTERED              OFFERING
- ----------------------------------------------------------------------
Common Stock, par value         2,240,000                  $18                  
  $.01 per share

PROPOSED MAXIMUM AGGREGATE                      AMOUNT OF 
OFFERING PRICE (1)                           REGISTRATION FEE  
- -----------------------------------------------------------------------  
   $40,320,000                                  $13,903

(1)Estimated solely for the purpose of computing the registration fee pursuant 
   to Rule 457.
PART I

            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The  information  required  in the Section 10(a) prospectus is included in
documents  being  maintained  and  delivered  by  CapStar  Hotel  Company  (the
"Company") as required by Rule 428(b)(1)  under  the Securities Act of 1933, as
amended.

                               PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The  following  document  filed  by the Company with  the  Securities  and
Exchange Commission (the "Commission") are incorporated herein by reference:

     1.    The  description of the Company's Common Stock, par value  $.01  per
share, contained  in  the  Company's  Registration Statement on Form 8-A, filed
with the Commission on August 2, 1996,  including any amendment or report filed
for the purpose of updating such description.

     All other documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Act of 1934,  as  amended, subsequent to the date
of  this  registration statement and prior to the filing  of  a  post-effective
amendment which  indicates that all securities registered hereby 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 part
hereof from the date of filing of such documents.

ITEM 4.DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5.INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 102(b)(7)  of  the  Delaware  Law  permits  a  provision  in   the
certificate   of   incorporation  of  each  corporation  organized  thereunder,
eliminating or limiting,  with  certain exceptions, the personal liability of a
director  to  the corporation or its  stockholders  for  monetary  damages  for
certain  breaches  of  fiduciary  duty  as  a  director.   The  Certificate  of
Incorporation  of the Company eliminates the personal liability of directors to
the fullest extent permitted by the Delaware Law.
Section 145  of  the  Delaware Law ("Section 145"), in summary, empowers a
Delaware corporation, within  certain  limitations,  to indemnify its officers,
directors, employees and agents against expenses (including  attorneys'  fees),
judgments,  fines  and  amounts  paid  in  settlement,  actually and reasonably
incurred by them in connection with any suit or proceeding  other than by or on
behalf  of  the  corporation,  if  they  acted  in good faith and in  a  manner
reasonably  believed  to  be  in or not opposed to the  best  interest  of  the
corporation, and, with respect  to  a  criminal  action  or  proceeding, had no
reasonable cause to believe their conduct was unlawful.

     With  respect  to actions by or on behalf of the corporation,  Section 145
permits a corporation  to  indemnify  its  officers,  directors,  employees and
agents  against  expenses  (including  attorneys' fees) actually and reasonably
incurred in connection with the defense  or  settlement of such action or suit,
provided such person meets the standard of conduct  described  in the preceding
paragraph, except that no indemnification is permitted in respect  of any claim
where such person has been found liable to the corporation, unless the Court of
Chancery  or  the court in which such action or suit was brought approves  such
indemnification  and  determines  that  such  person  is  fairly and reasonably
entitled to be indemnified.

     Article Eight of the Certificate of Incorporation of the  Company provides
for  the  indemnification  of officers and directors and certain other  parties
(the "Indemnitees") of the Company  to  the  fullest extent permitted under the
Delaware  Law;  provided, that except in the case  of  proceedings  to  enforce
rights to indemnification,  the  Company  shall  indemnify  such  Indemnitee in
connection  with  a  proceeding  initiated  by  such  Indemnitee  only  if such
proceeding was authorized by the Board.

     Each  of the employment agreements described under the caption "Management
- - Employment  Agreements"  in  the Company's Registration Statement on Form S-1
filed with the Commission on June  21,  1996,  as  amended, contains provisions
entitling the executive to indemnification for losses incurred in the course of
service to the Company or its subsidiaries, under certain circumstances.

ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED

     Not Applicable.

ITEM 8.EXHIBITS

     5     -    Opinion of Paul, Weiss, Rifkind, Wharton & Garrison.
     24    -    Power of Attorney (included on signature page).

ITEM 9.UNDERTAKINGS

     (a)   The undersigned registrant hereby undertakes:   (i) to  file, during
any period in which offers or sales are being made, a post-effective  amendment
to this registration statement 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)   The undersigned  registrant  hereby undertakes 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, as amended, 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 Securities and Exchange  Commission  such
indemnification is against  public  policy  as  expressed  in  the  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 Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the requirements  of  the  Securities Act of 1933, as amended,
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  New York, State of New York, on August 23,
1996.

                              CAPSTAR HOTEL COMPANY

                              By:      /S/ PAUL W. WHETSELL
                                 Name: Paul W. Whetsell
                                 Title:  President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person  whose  signature appears
below  constitutes  and appoints Paul W. Whetsell and William M.  Karnes,  such
person's true and lawful  attorney-in-fact  and  agents,  with  full  power  of
substitution  and  revocation, for such person and in such person's name, place
and stead, in any and  all capacities to sign any and all amendments (including
post-effective amendments)  to  this Registration Statement or any Registration
Statement filed pursuant to Rule  462  under the Securities Act of 1933, and to
file the same with all exhibits thereto,  and the other documents in connection
therewith,  with the Securities and Exchange  Commission,  granting  unto  said
attorney-in-fact  and  agents, and each of them, full power and authority to do
and perform each and every  act  and things requisite and necessary to be done,
as fully to all intents and purposes  as  such  person  might  or  could  do in
person,  hereby  ratifying  and  confirming  all that said attorney-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration Statement and the foregoing Power of  Attorney have been signed by
the following persons in the capacities and on the dates indicated:

SIGNATURE                              TITLE                          DATE

/S/ PAUL W. WHETSELL      President, Chief Executive             August 23, 1996
Paul W. Whetsell          Officer and Chairman of the
                          Board (Principal Executive
                          Officer)

/S/ DAVID E. MCCASLIN     Chief Operating Officer and            August 23, 1996
David E. McCaslin         Director
/S/ WILLIAM M. KARNES     Senior Executive Vice                  August 23, 1996
William M. Karnes         President, Finance and Chief
William M. Karnes         Financial Officer (Principal
                          Financial and Accounting
                          Officer)

/S/ DANIEL L DOCTOROFF    Director                               August 23, 1996
Daniel L. Doctoroff

/S/ BRADFORD E. BERNSTEIN   Director                             August 23, 1996
Bradford E. Bernstein

/S/ WILLIAM S. JANES      Director                               August 23, 1996
William S. Janes

- --------------------      Director
Joseph McCarthy

- --------------------      Director
Edward L. Cohen

- --------------------      Director
Edwin T. Burton, III

- --------------------      Director
Edward P. Dowd
INDEX TO EXHIBITS

EXHIBITS

5     -    Opinion of Paul, Weiss, Rifkind, Wharton & Garrison.

24    -    Power of Attorney (included on the signature page).