<PAGE>

         As filed with the Securities and Exchange Commission on May 22, 1997

                                                    Registration No. 333-       
================================================================================

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                                  ------------------

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

                                BRISTOL HOTEL COMPANY
                (Exact Name of Registrant as Specified in its Charter)


           DELAWARE                                        75-2584227
    (State of Incorporation)                             (I.R.S. Employer
                                                      Identification Number)   

                                  14295 MIDWAY ROAD
                                 DALLAS, TEXAS  75244
                       (Address of Principal Executive Offices)



                                BRISTOL HOTEL COMPANY
                              1995 EQUITY INCENTIVE PLAN
                               (Full Title of the Plan)



                                JOEL M. EASTMAN, ESQ.
                    VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                                BRISTOL HOTEL COMPANY
                                  14295 MIDWAY ROAD
                                 DALLAS, TEXAS  75244
                                    (972) 391-3910
              (Name, Address and Telephone Number for Agent of Service)

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

                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
<S>                              <C>             <C>         <C>           <C>
                                                 Proposed    Proposed
                                                  Maximum     Maximum
Title of                           Amount        Offering    Aggregate        Amount of
Securities to                      to be         Price per    Offering      Registration
be Registered (1)                Registered        Share       Price           Fee (2)

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

Common Stock, par value 
$.01 per share . . . . . . .      1,300,000       $36.563    $47,531,900      $14,404

=========================================================================================
</TABLE>

(1) Pursuant to Rule 416, there are also registered hereunder an indeterminate
    number of additional shares as may become subject to the Bristol Hotel
    Company 1995 Equity Incentive Plan as a result of the antidilution
    provisions contained therein.

(2) The registration fee has been computed in accordance with paragraphs (c)
    and (h) of Rule 457, based upon the average of the reported high and low
    sale prices of shares of the Common Stock on the Composite Tape of the New
    York Stock Exchange, Inc. on May 15, 1997.
================================================================================
<PAGE>

                                   EXPLANATORY NOTE

    The information called for by Part I of Form S-8 is included in the
description of the Bristol Hotel Company 1995 Equity Incentive Plan (the "Plan")
to be delivered to persons eligible to participate in the Plan.  Pursuant to the
Note to Part I of Form S-8, this information is not being filed with or included
in this Form S-8. 


                                       PART II


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Bristol Hotel Company (the "Company"),
are incorporated by reference, as of their respective dates, in this
Registration Statement:

         (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;

         (b)  The Company's Quarterly Report on Form 10-Q for the fiscal
              quarter ended March 31, 1997;

         (c)  The Company's Current Reports on Form 8-K dated March 14, 1997
and April 28, 1997;

         (d)  The Company's Amended Current Report on Form 8-K/A dated March
14, 1997 and filed on April 10, 1997; and

         (e)  The description of the Company's common stock, par value $0.01
per share, contained in the Company's Registration Statement on Form 8-A
(Commission File No. 1-14062) filed November 7, 1995.

In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.  Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for all purposes of this Registration
Statement to the extent that a statement contained herein or therein or in any
other subsequently filed document that 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 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The Company's Certificate of Incorporation provides that the personal
liability of directors of the Company to the Company is eliminated to the
maximum extent permitted by Delaware law.  The Company's Certificate of
Incorporation and Bylaws provide for the indemnification of the directors,
officers, employees, and agents of the Company and its subsidiaries to the
fullest extent that may be permitted by Delaware law from time to time, and the
Bylaws provide for various procedures relating thereto.  Certain provisions of
the Company's Certificate of Incorporation protect the Company's directors
against personal liability for monetary damages resulting from breaches of their
fiduciary duty of care, except as set forth below.  Under Delaware law, absent
these provisions, directors could be held liable for gross negligence in the
performance of their duty of care, but not for simple negligence.  The Company's
Certificate of Incorporation absolves directors of liability for negligence in
the performance of their duties, including gross negligence.  However, the
Company's directors remain liable for breaches of their duty of loyalty to the
Company and its stockholders, as well as for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law and
transactions from which a director derives improper personal benefit.  The
Company's Certificate of Incorporation also does not absolve 


                                         -2-
<PAGE>


directors of liability under Section 174 of the Delaware General Corporation Law
(the "DGCL"), which makes directors personally liable for unlawful dividends or
unlawful stock repurchases or redemptions in certain circumstances and expressly
sets forth a negligence standard with respect to such liability.

    Under Delaware law, directors, officers, employees, and other individuals
may be indemnified against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation -- a "derivative
action") if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful.  A similar standard of care is applicable in the case of a
derivative action, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action and Delaware law requires court approval before there can be any
indemnification of expenses where the person seeking indemnification has been
found liable to the Company.

    As authorized by the Company's Certificate of Incorporation, the Company
has entered into indemnification agreements with each of its directors.  The
indemnification agreements provide for, among other things, (i) the
indemnification by the Company of the indemnitees thereunder to the extent
described above, (ii) the advancement of attorneys' fees and other expenses, and
(iii) the establishment, upon approval by the Board, of trusts or other funding
mechanisms to fund the Company's indemnification obligations thereunder.

ITEM 8.  EXHIBITS

      4.1     Amended and Restated Certificate of Incorporation

      4.2     Amended and Restated Bylaws 

      5.1     Opinion of Jones, Day, Reavis & Pogue

     23.1     Consent of Arthur Andersen LLP

     23.2     Consent of Price Waterhouse LLP

     24.1     Powers of Attorney


ITEM 9.  UNDERTAKINGS

    A.   The Company hereby undertakes:

         (1)  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 prospectus required by Section 10(a)(3) of the Securities Act
    of 1933, as amended (the "Securities Act"), unless the information required
    to be included in such post-effective amendment is contained in periodic
    reports filed by the Company pursuant to Section 13 or Section 15(d) of the
    Exchange Act and incorporated herein by reference; (ii) to reflect in the
    prospectus any facts or events arising after the effective date of this
    Registration Statement (or the most recent post-effective amendment
    thereof) which, individually or in the aggregate, represent a fundamental
    change in the information set forth in this Registration Statement unless
    the information required to be included in such post-effective amendment is
    contained in periodic reports filed by the Company pursuant to Section 13
    or Section 15(d) of the Exchange Act and incorporated herein by reference;
    (iii) 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;


                                         -3-
<PAGE>

         (2)  That, for the purpose of determining any liability under the
    Securities Act, 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

         (3)  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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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 Company 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.






                                         -4-
<PAGE>
                                      SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Company
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 Dallas, State of Texas, on May 22, 1997.

                                       BRISTOL HOTEL COMPANY

                                       By:                *
                                          ------------------------------------
                                                   J. Peter Kline 
                                          President and Chief Executive Officer
                                       
    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 22, 1997.

              Signature                               Title

                   *
-------------------------------------  President, Chief Executive Officer and 
                                                      Director
            J. Peter Kline                  (Principal Executive Officer)

                   *
-------------------------------------          Chief Financial Officer
            Jeffrey P. Mayer             (Principal Financial and Accounting 
                                                      Officer)

                   *
-------------------------------------                 Director
            John A. Beckert

                
-------------------------------------                 Director
            Reginald K. Brack

                   *
-------------------------------------                 Director
            David A. Dittman

                  
-------------------------------------                 Director
            Craig H. Hunt

                   *
-------------------------------------                 Director
           Robert H. Lutz, Jr.

                   
-------------------------------------                 Director
           Donald J. McNamara

                   
-------------------------------------                 Director
            Richard C. North

                   *
-------------------------------------                 Director
              Kurt C. Read

                                       *By       /s/ LYNN MARIE LUCIER
                                          -------------------------------------
                                                    Lynn Marie Lucier
                                             Pursuant to Powers of Attorney 
                                                 filed herewith with the 
                                           Securities and Exchange Commission

                                         -5-
<PAGE>
 
                                  INDEX TO EXHIBITS


Exhibit No.                       Exhibit                            Page
-----------                       -------                            ----

 4.1               Amended and Restated Certificate of Incorporation 

 4.2               Amended and Restated Bylaws   

 5.1               Opinion of Jones, Day, Reavis & Pogue   

23.1               Consent of Arthur Andersen LLP     

23.2               Consent of Price Waterhouse LLP    

24.1               Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16698}]
{"company-data": {"conformed-name": "BRISTOL HOTEL CO", "cik": "0001002115", "assigned-sic": "7011", "irs-number": "752584227", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27633", "film-number": "97613038"}, "business-address": {"street1": "14285 MIDWAY RD", "street2": "STE 300", "city": "DALLAS", "state": "TX", "zip": "75244", "phone": "9723913910"}, "mail-address": {"street1": "14285 MIDWAY RD BRISTOL HOTEL CO", "street2": "STE 340", "city": "DALLAS", "state": "TX", "zip": "75244"}}
As filed with the Securities and Exchange Commission on May 22, 1997

                                                    Registration No. 333-       
================================================================================

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                                  ------------------

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

                                BRISTOL HOTEL COMPANY
                (Exact Name of Registrant as Specified in its Charter)

           DELAWARE                                        75-2584227
    (State of Incorporation)                             (I.R.S. Employer
                                                      Identification Number)   

                                  14295 MIDWAY ROAD
                                 DALLAS, TEXAS  75244
                       (Address of Principal Executive Offices)

                                BRISTOL HOTEL COMPANY
                              1995 EQUITY INCENTIVE PLAN
                               (Full Title of the Plan)

                                JOEL M. EASTMAN, ESQ.
                    VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                                BRISTOL HOTEL COMPANY
                                  14295 MIDWAY ROAD
                                 DALLAS, TEXAS  75244
                                    (972) 391-3910
              (Name, Address and Telephone Number for Agent of Service)

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

                           CALCULATION OF REGISTRATION FEE
=========================================================================================
Proposed    Proposed
                                                  Maximum     Maximum
Title of                           Amount        Offering    Aggregate        Amount of
Securities to                      to be         Price per    Offering      Registration
be Registered (1)                Registered        Share       Price           Fee (2)

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

Common Stock, par value 
$.01 per share . . . . . . .      1,300,000       $36.563    $47,531,900      $14,404

=========================================================================================
(1) Pursuant to Rule 416, there are also registered hereunder an indeterminate
    number of additional shares as may become subject to the Bristol Hotel
    Company 1995 Equity Incentive Plan as a result of the antidilution
    provisions contained therein.

(2) The registration fee has been computed in accordance with paragraphs (c)
    and (h) of Rule 457, based upon the average of the reported high and low
    sale prices of shares of the Common Stock on the Composite Tape of the New
    York Stock Exchange, Inc. on May 15, 1997.
================================================================================
EXPLANATORY NOTE

    The information called for by Part I of Form S-8 is included in the
description of the Bristol Hotel Company 1995 Equity Incentive Plan (the "Plan")
to be delivered to persons eligible to participate in the Plan.  Pursuant to the
Note to Part I of Form S-8, this information is not being filed with or included
in this Form S-8. 

                                       PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Bristol Hotel Company (the "Company"),
are incorporated by reference, as of their respective dates, in this
Registration Statement:

         (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;

         (b)  The Company's Quarterly Report on Form 10-Q for the fiscal
              quarter ended March 31, 1997;

         (c)  The Company's Current Reports on Form 8-K dated March 14, 1997
and April 28, 1997;

         (d)  The Company's Amended Current Report on Form 8-K/A dated March
14, 1997 and filed on April 10, 1997; and

         (e)  The description of the Company's common stock, par value $0.01
per share, contained in the Company's Registration Statement on Form 8-A
(Commission File No. 1-14062) filed November 7, 1995.

In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.  Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for all purposes of this Registration
Statement to the extent that a statement contained herein or therein or in any
other subsequently filed document that 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 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The Company's Certificate of Incorporation provides that the personal
liability of directors of the Company to the Company is eliminated to the
maximum extent permitted by Delaware law.  The Company's Certificate of
Incorporation and Bylaws provide for the indemnification of the directors,
officers, employees, and agents of the Company and its subsidiaries to the
fullest extent that may be permitted by Delaware law from time to time, and the
Bylaws provide for various procedures relating thereto.  Certain provisions of
the Company's Certificate of Incorporation protect the Company's directors
against personal liability for monetary damages resulting from breaches of their
fiduciary duty of care, except as set forth below.  Under Delaware law, absent
these provisions, directors could be held liable for gross negligence in the
performance of their duty of care, but not for simple negligence.  The Company's
Certificate of Incorporation absolves directors of liability for negligence in
the performance of their duties, including gross negligence.  However, the
Company's directors remain liable for breaches of their duty of loyalty to the
Company and its stockholders, as well as for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law and
transactions from which a director derives improper personal benefit.  The
Company's Certificate of Incorporation also does not absolve 

                                         -2-
directors of liability under Section 174 of the Delaware General Corporation Law
(the "DGCL"), which makes directors personally liable for unlawful dividends or
unlawful stock repurchases or redemptions in certain circumstances and expressly
sets forth a negligence standard with respect to such liability.

    Under Delaware law, directors, officers, employees, and other individuals
may be indemnified against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement in connection with specified actions,
suits or proceedings, whether civil, criminal, administrative, or investigative
(other than an action by or in the right of the corporation -- a "derivative
action") if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful.  A similar standard of care is applicable in the case of a
derivative action, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action and Delaware law requires court approval before there can be any
indemnification of expenses where the person seeking indemnification has been
found liable to the Company.

    As authorized by the Company's Certificate of Incorporation, the Company
has entered into indemnification agreements with each of its directors.  The
indemnification agreements provide for, among other things, (i) the
indemnification by the Company of the indemnitees thereunder to the extent
described above, (ii) the advancement of attorneys' fees and other expenses, and
(iii) the establishment, upon approval by the Board, of trusts or other funding
mechanisms to fund the Company's indemnification obligations thereunder.

ITEM 8.  EXHIBITS

      4.1     Amended and Restated Certificate of Incorporation

      4.2     Amended and Restated Bylaws 

      5.1     Opinion of Jones, Day, Reavis & Pogue

     23.1     Consent of Arthur Andersen LLP

     23.2     Consent of Price Waterhouse LLP

     24.1     Powers of Attorney

ITEM 9.  UNDERTAKINGS

    A.   The Company hereby undertakes:

         (1)  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 prospectus required by Section 10(a)(3) of the Securities Act
    of 1933, as amended (the "Securities Act"), unless the information required
    to be included in such post-effective amendment is contained in periodic
    reports filed by the Company pursuant to Section 13 or Section 15(d) of the
    Exchange Act and incorporated herein by reference; (ii) to reflect in the
    prospectus any facts or events arising after the effective date of this
    Registration Statement (or the most recent post-effective amendment
    thereof) which, individually or in the aggregate, represent a fundamental
    change in the information set forth in this Registration Statement unless
    the information required to be included in such post-effective amendment is
    contained in periodic reports filed by the Company pursuant to Section 13
    or Section 15(d) of the Exchange Act and incorporated herein by reference;
    (iii) 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;

                                         -3-
(2)  That, for the purpose of determining any liability under the
    Securities Act, 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

         (3)  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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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 Company 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.

                                         -4-
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Company
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 Dallas, State of Texas, on May 22, 1997.

                                       BRISTOL HOTEL COMPANY

                                       By:                *
                                          ------------------------------------
                                                   J. Peter Kline 
                                          President and Chief Executive Officer
                                       
    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 22, 1997.

              Signature                               Title

                   *
-------------------------------------  President, Chief Executive Officer and 
                                                      Director
            J. Peter Kline                  (Principal Executive Officer)

                   *
-------------------------------------          Chief Financial Officer
            Jeffrey P. Mayer             (Principal Financial and Accounting 
                                                      Officer)

                   *
-------------------------------------                 Director
            John A. Beckert

                
-------------------------------------                 Director
            Reginald K. Brack

                   *
-------------------------------------                 Director
            David A. Dittman

                  
-------------------------------------                 Director
            Craig H. Hunt

                   *
-------------------------------------                 Director
           Robert H. Lutz, Jr.

                   
-------------------------------------                 Director
           Donald J. McNamara

                   
-------------------------------------                 Director
            Richard C. North

                   *
-------------------------------------                 Director
              Kurt C. Read

                                       *By       /s/ LYNN MARIE LUCIER
                                          -------------------------------------
                                                    Lynn Marie Lucier
                                             Pursuant to Powers of Attorney 
                                                 filed herewith with the 
                                           Securities and Exchange Commission

                                         -5-
INDEX TO EXHIBITS

Exhibit No.                       Exhibit                            Page
-----------                       -------                            ----

 4.1               Amended and Restated Certificate of Incorporation 

 4.2               Amended and Restated Bylaws   

 5.1               Opinion of Jones, Day, Reavis & Pogue   

23.1               Consent of Arthur Andersen LLP     

23.2               Consent of Price Waterhouse LLP    

24.1               Powers of Attorney