<PAGE>
 
As filed with the Securities and Exchange Commission on August 16, 1996

                                          REGISTRATION STATEMENT NO. 333-

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           _________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           _________________________
                       PATRIOT AMERICAN HOSPITALITY, INC.
             (Exact name of Registrant as Specified in Its Charter)

     Virginia                                             75-25599709
(State of Incorporation)      3030 LBJ Freeway,             (I.R.S. 
                                  Suite 1500        Employer Identification #)
                             Dallas, Texas 75234     
                                (214) 888-8000
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)
                       PATRIOT AMERICAN HOSPITALITY, INC.
                              1995 INCENTIVE PLAN
                     NON-EMPLOYEE DIRECTORS' INCENTIVE PLAN
                           (Full Title of the Plans)
                           _________________________                           
                               PAUL A. NUSSBAUM
                            CHIEF EXECUTIVE OFFICER
                       PATRIOT AMERICAN HOSPITALITY, INC.
                          3030 LBJ FREEWAY, SUITE 1500
                              DALLAS, TEXAS 75234
                                 (214) 888-8000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                          ____________________________
                                With copies to:
                             Gilbert G. Menna, P.C.
                            Kathryn I. Murtagh, Esq.
                          Goodwin, Procter & Hoar  LLP
                                 Exchange Place
                                53 State Street
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000

                          _________________________
                        
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================================================================================================================
                                                                                   Proposed Maximum Aggregate
 Title of Securities Being    Amount to be      Proposed Maximum Offering                  Offering                   Amount of
         Registered          Registered (1)        Price Per Share (2)                       Price                  Registration Fee

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

 
<S>                          <C>             <C>                              <C>                                   <C>
 
Common Stock...............        546,560                  $ 24.00                             $13,117,440               $ 4,525
                                   155,000                    26.875                              4,165,625                 1,437
                                    16,320                    28.375                                463,080                   160
                                   157,400                    28.25                               4,446,550                 1,534
                                   274,720                    29.0625                             7,984,050                 2,754
                                 ---------                                                      -----------               -------
                                 1,150,000                                                      $30,176,745               $10,410
                                 =========                                                      ===========               =======
====================================================================================================================================

</TABLE>
 (1)  Plus such additional number of shares as may be required pursuant to the
      1995 Incentive Plan and the Non-Employee Directors' Incentive Plan
      (collectively, the "Plans") in the event of a stock dividend, reverse
      stock split, split-up, recapitalization, forfeiture of stock under the
      Plans or other similar event .

(2)   This estimate is made pursuant to Rule 457(c) and (h) under the Securities
      Act of 1933, as amended (the "Securities Act"), solely for the purposes of
      determining the registration fee and is based upon the price at which
      outstanding securities were issued or may be exercised and the market
      value of outstanding shares of Patriot American Hospitality, Inc. Common
      Stock, no par value per share, on August 14, 1996, utilizing the average
      of the high and low sale prices reported on the New York Stock Exchange
      for that date.

================================================================================
 
<PAGE>
 
                                   PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Certain Documents by Reference.
        ----------------------------------------------- 

        Patriot American Hospitality, Inc. (the "Company") hereby incorporates
by reference the documents listed in (a), (b) and (c) below, which have
previously been filed with the Securities and Exchange Commission.

        (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
             December 31, 1995, filed with the Securities and Exchange
             Commission on May 14, 1996;

        (b)  All reports filed on behalf of the Company pursuant to Section
             13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
             (the "Exchange Act") since December 31, 1995; and
 
        (c)  The description of the Company's Common Stock contained in its
             registration statement on Form 8-A, filed with the Securities and
             Exchange Commission on July 8, 1995, under Section 12 of the
             Securities Exchange Act of 1934, as amended (the "Exchange Act")
             and any amendments or reports filed for the purpose of updating
             such description.

        In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a) and 13(c), Section
14 and Section 15(d) of the Exchange Act prior to the filing of a post-effective
amendment hereto that indicates that all securities offered hereunder have been
sold or that deregisters all 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.


Item 4. Description of Securities.
        ------------------------- 

        Not Applicable.


Item 5. Interests of Named Experts and Counsel.
        -------------------------------------- 

        Not Applicable.


Item 6. Indemnification of Directors and Officers.
        ----------------------------------------- 

        The Articles of Incorporation of the Company, generally, limit the
liability of the Company's directors and officers to the Company and the
shareholders for money damages to the fullest extent permitted from time to time
by the laws of the Commonwealth of Virginia. The Articles of Incorporation also
provide, generally, for the indemnification of directors and officers, among
others, against judgments, settlements, penalties, fines, and reasonable
expenses actually incurred by them in connection with any proceeding to which
they may be made a party by reason of their service in those or other capacities
except in connection with a proceeding by or in the right of the Company in
which the director was adjudged liable to the Company or in connection with any
other proceeding, whether or not involving action in his official capacity, in
which he was adjudged liable on the basis that personal benefit was improperly
received by him. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors and officers of the Company
pursuant to the foregoing provisions or otherwise, the Company has been advised
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable.

                                       1
<PAGE>
 
        The Company has purchased director and officer liability insurance for
the purpose of providing a source of funds to pay any indemnification described
above.


Item 7. Exemption from Registration Claimed.
        ----------------------------------- 

        Not applicable.


Item 8. Exhibits.
        -------- 

        The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.

Exhibit
- -------

        4.1    Patriot American Hospitality, Inc. 1995 Stock Option and
               Incentive Plan (Incorporated by reference to Exhibit 10.56 to the
               Company's Form 10-Q for the quarter ended September 30, 1995).
        4.2    Patriot American Hospitality, Inc. Non-Employee Directors'
               Incentive Plan (Incorporated by reference to Exhibit 10.57 to the
               Company's Form 10-Q for the quarter ended September 30, 1995).
        5.1    Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
               securities being registered.
       23.1    Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
               hereto).
       23.2    Consent of Ernst & Young, LLP
       23.3    Consent of Coopers & Lybrand L.L.P., Fort Lauderdale, Florida
       23.4    Consent of Coopers & Lybrand L.L.P., Pittsburgh, Pennsylvania
       23.5    Consent of Coopers & Lybrand L.L.P., Newport Beach, California
       23.6    Consent of Price Waterhouse LLP
       24.1    Powers of Attorney (contained in signature pages on page 5 of
               this registration statement)


Item 9. Undertakings.
        ------------ 

        (a)   The undersigned registrant 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;

                   (ii)  To reflect in the prospectus any facts or events
           arising after the effective date of the 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 the registration statement; and

                   (iii) To include any material information with respect to the
           plan of distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement;

        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do
        not apply if the information required to be included in a post-effective
        amendment by those paragraphs is contained in periodic reports filed by
        the undersigned registrant pursuant to Section 13 or Section 15(d) of
        the Exchange Act that are incorporated by reference in the registration
        statement;

                                       2
<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 undersigned registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act, each filing of
            the registrant's annual report pursuant to Section 13(a) or 15(d) of
            the Exchange Act (and, where applicable, each filing of an employee
            benefit plan's annual report pursuant to Section 15(d) of the
            Exchange Act) that is incorporated by reference in the 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 registrant pursuant to the foregoing
            provisions, 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
            Securities 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 Securities Act and will be governed by the final
            adjudication of such issue.

                                       3
<PAGE>
 
                                   SIGNATURES
                                   ----------

        Pursuant to the requirements of the Securities Act of 1933, Patriot
American Hospitality, Inc. 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 this 25th
day of July, 1996.

                            PATRIOT AMERICAN HOSPITALITY, INC.
                                        


                            By: /s/ Paul A. Nussbaum
                                -----------------------------------------
                                Paul A. Nussbaum, Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
Directors of Patriot American Hospitality, Inc., hereby severally constitute
Paul A. Nussbaum, as our true and lawful attorney with full power to sign for us
and in our names in the capacities indicated below, the Registration Statement
filed herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and Directors to enable Patriot American Hospitality, Inc. to comply with the
provisions of the Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorney to said Registration Statement and any and
all amendments thereto.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

    Signature                   Title                          Date
    ---------                   -----                          ----


/s/ Paul A. Nussbaum       Chairman of the Board and       July 25, 1996
- --------------------       Chief Executive Officer
Paul A. Nussbaum           (Principal Executive Officer)


/s/ Rex E. Stewart         Executive Vice President,       July 25, 1996
- --------------------       Chief Financial Officer                             
Rex E. Stewart             and Secretary (Principal
                           Financial Officer)


/s/ Leonard Boxer          Director                        July 25, 1996
- --------------------                                                       
Leonard Boxer


                             
                           Director
- --------------------
John H. Daniels

                             
                           Director
- --------------------
John C. Deterding
                                       4
<PAGE>
 
/s/ Gregory R. Dillon      Director                        July 25, 1996
- ---------------------                                                   
Gregory R. Dillon


                             
                           Director
- ---------------------
Thomas S. Foley

/s/Arch K. Jackson         Director                        July 25, 1996
- ---------------------                                                      
Arch K. Jackson

                                       5
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
 
 
Exhibit No.                                      Description
- ------------                                    --------------
<S>                          <C>
 
    4.1                      Patriot American Hospitality, Inc. 1995 Stock
                             Option and Incentive Plan (Incorporated by
                             reference to Exhibit 10.56 to the Company's Form
                             10-Q for the quarter ended September 30, 1995).
 
    4.2                      Patriot American Hospitality, Inc. Non-Employee
                             Directors' Incentive Plan (Incorporated by
                             reference to Exhibit 10.57 to the Company's Form
                             10-Q for the quarter ended September 30, 1995).
 
    5.1                      Opinion of Goodwin, Procter & Hoar  LLP as to the
                             legality of the securities being registered.
 
   23.1                      Consent of Goodwin, Procter & Hoar  LLP (included
                             in Exhibit 5.1 hereto).
 
   23.2                      Consent of Ernst & Young, LLP
 
   23.3                      Consent of Coopers & Lybrand L.L.P., Fort
                             Lauderdale, Florida
 
   23.4                      Consent of Coopers & Lybrand L.L.P., Pittsburgh,
                             Pennsylvania
 
   23.5                      Consent of Coopers & Lybrand L.L.P., Newport
                             Beach, California
 
   23.6                      Consent of Price Waterhouse LLP
 
   24.1                      Powers of Attorney (contained in signature pages
                             on page 5 of this registration statement)
 
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19978}]
{"company-data": {"conformed-name": "PATRIOT AMERICAN HOSPITALITY INC", "cik": "0000948085", "assigned-sic": "6798", "irs-number": "752599709", "state-of-incorporation": "VA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10317", "film-number": "96616931"}, "business-address": {"street1": "3030 LBJ FREEWAY", "street2": "STE 1500", "city": "DALLAS", "state": "TX", "zip": "75234", "phone": "2148888000"}}
As filed with the Securities and Exchange Commission on August 16, 1996

                                          REGISTRATION STATEMENT NO. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           _________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           _________________________
                       PATRIOT AMERICAN HOSPITALITY, INC.
             (Exact name of Registrant as Specified in Its Charter)

     Virginia                                             75-25599709
(State of Incorporation)      3030 LBJ Freeway,             (I.R.S. 
                                  Suite 1500        Employer Identification #)
                             Dallas, Texas 75234     
                                (214) 888-8000
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)
                       PATRIOT AMERICAN HOSPITALITY, INC.
                              1995 INCENTIVE PLAN
                     NON-EMPLOYEE DIRECTORS' INCENTIVE PLAN
                           (Full Title of the Plans)
                           _________________________                           
                               PAUL A. NUSSBAUM
                            CHIEF EXECUTIVE OFFICER
                       PATRIOT AMERICAN HOSPITALITY, INC.
                          3030 LBJ FREEWAY, SUITE 1500
                              DALLAS, TEXAS 75234
                                 (214) 888-8000
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                          ____________________________
                                With copies to:
                             Gilbert G. Menna, P.C.
                            Kathryn I. Murtagh, Esq.
                          Goodwin, Procter & Hoar  LLP
                                 Exchange Place
                                53 State Street
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000

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

- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock...............        546,560                  $ 24.00                             $13,117,440               $ 4,525
                                   155,000                    26.875                              4,165,625                 1,437
                                    16,320                    28.375                                463,080                   160
                                   157,400                    28.25                               4,446,550                 1,534
                                   274,720                    29.0625                             7,984,050                 2,754
                                 ---------                                                      -----------               -------
                                 1,150,000                                                      $30,176,745               $10,410
                                 =========                                                      ===========               =======
====================================================================================================================================
(1)  Plus such additional number of shares as may be required pursuant to the
      1995 Incentive Plan and the Non-Employee Directors' Incentive Plan
      (collectively, the "Plans") in the event of a stock dividend, reverse
      stock split, split-up, recapitalization, forfeiture of stock under the
      Plans or other similar event .

(2)   This estimate is made pursuant to Rule 457(c) and (h) under the Securities
      Act of 1933, as amended (the "Securities Act"), solely for the purposes of
      determining the registration fee and is based upon the price at which
      outstanding securities were issued or may be exercised and the market
      value of outstanding shares of Patriot American Hospitality, Inc. Common
      Stock, no par value per share, on August 14, 1996, utilizing the average
      of the high and low sale prices reported on the New York Stock Exchange
      for that date.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.
        ----------------------------------------------- 

        Patriot American Hospitality, Inc. (the "Company") hereby incorporates
by reference the documents listed in (a), (b) and (c) below, which have
previously been filed with the Securities and Exchange Commission.

        (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
             December 31, 1995, filed with the Securities and Exchange
             Commission on May 14, 1996;

        (b)  All reports filed on behalf of the Company pursuant to Section
             13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
             (the "Exchange Act") since December 31, 1995; and
 
        (c)  The description of the Company's Common Stock contained in its
             registration statement on Form 8-A, filed with the Securities and
             Exchange Commission on July 8, 1995, under Section 12 of the
             Securities Exchange Act of 1934, as amended (the "Exchange Act")
             and any amendments or reports filed for the purpose of updating
             such description.

        In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a) and 13(c), Section
14 and Section 15(d) of the Exchange Act prior to the filing of a post-effective
amendment hereto that indicates that all securities offered hereunder have been
sold or that deregisters all 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.

Item 4. Description of Securities.
        ------------------------- 

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.
        -------------------------------------- 

        Not Applicable.

Item 6. Indemnification of Directors and Officers.
        ----------------------------------------- 

        The Articles of Incorporation of the Company, generally, limit the
liability of the Company's directors and officers to the Company and the
shareholders for money damages to the fullest extent permitted from time to time
by the laws of the Commonwealth of Virginia. The Articles of Incorporation also
provide, generally, for the indemnification of directors and officers, among
others, against judgments, settlements, penalties, fines, and reasonable
expenses actually incurred by them in connection with any proceeding to which
they may be made a party by reason of their service in those or other capacities
except in connection with a proceeding by or in the right of the Company in
which the director was adjudged liable to the Company or in connection with any
other proceeding, whether or not involving action in his official capacity, in
which he was adjudged liable on the basis that personal benefit was improperly
received by him. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors and officers of the Company
pursuant to the foregoing provisions or otherwise, the Company has been advised
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable.

                                       1
The Company has purchased director and officer liability insurance for
the purpose of providing a source of funds to pay any indemnification described
above.

Item 7. Exemption from Registration Claimed.
        ----------------------------------- 

        Not applicable.

Item 8. Exhibits.
        -------- 

        The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.

Exhibit
- -------

        4.1    Patriot American Hospitality, Inc. 1995 Stock Option and
               Incentive Plan (Incorporated by reference to Exhibit 10.56 to the
               Company's Form 10-Q for the quarter ended September 30, 1995).
        4.2    Patriot American Hospitality, Inc. Non-Employee Directors'
               Incentive Plan (Incorporated by reference to Exhibit 10.57 to the
               Company's Form 10-Q for the quarter ended September 30, 1995).
        5.1    Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
               securities being registered.
       23.1    Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
               hereto).
       23.2    Consent of Ernst & Young, LLP
       23.3    Consent of Coopers & Lybrand L.L.P., Fort Lauderdale, Florida
       23.4    Consent of Coopers & Lybrand L.L.P., Pittsburgh, Pennsylvania
       23.5    Consent of Coopers & Lybrand L.L.P., Newport Beach, California
       23.6    Consent of Price Waterhouse LLP
       24.1    Powers of Attorney (contained in signature pages on page 5 of
               this registration statement)

Item 9. Undertakings.
        ------------ 

        (a)   The undersigned registrant 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;

                   (ii)  To reflect in the prospectus any facts or events
           arising after the effective date of the 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 the registration statement; and

                   (iii) To include any material information with respect to the
           plan of distribution not previously disclosed in the registration
           statement or any material change to such information in the
           registration statement;

        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do
        not apply if the information required to be included in a post-effective
        amendment by those paragraphs is contained in periodic reports filed by
        the undersigned registrant pursuant to Section 13 or Section 15(d) of
        the Exchange Act that are incorporated by reference in the registration
        statement;

                                       2
(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 undersigned registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act, each filing of
            the registrant's annual report pursuant to Section 13(a) or 15(d) of
            the Exchange Act (and, where applicable, each filing of an employee
            benefit plan's annual report pursuant to Section 15(d) of the
            Exchange Act) that is incorporated by reference in the 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 registrant pursuant to the foregoing
            provisions, 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
            Securities 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 Securities Act and will be governed by the final
            adjudication of such issue.

                                       3
SIGNATURES
                                   ----------

        Pursuant to the requirements of the Securities Act of 1933, Patriot
American Hospitality, Inc. 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 this 25th
day of July, 1996.

                            PATRIOT AMERICAN HOSPITALITY, INC.
                                        

                            By: /s/ Paul A. Nussbaum
                                -----------------------------------------
                                Paul A. Nussbaum, Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
Directors of Patriot American Hospitality, Inc., hereby severally constitute
Paul A. Nussbaum, as our true and lawful attorney with full power to sign for us
and in our names in the capacities indicated below, the Registration Statement
filed herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and Directors to enable Patriot American Hospitality, Inc. to comply with the
provisions of the Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorney to said Registration Statement and any and
all amendments thereto.

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

    Signature                   Title                          Date
    ---------                   -----                          ----

/s/ Paul A. Nussbaum       Chairman of the Board and       July 25, 1996
- --------------------       Chief Executive Officer
Paul A. Nussbaum           (Principal Executive Officer)

/s/ Rex E. Stewart         Executive Vice President,       July 25, 1996
- --------------------       Chief Financial Officer                             
Rex E. Stewart             and Secretary (Principal
                           Financial Officer)

/s/ Leonard Boxer          Director                        July 25, 1996
- --------------------                                                       
Leonard Boxer

                             
                           Director
- --------------------
John H. Daniels

                             
                           Director
- --------------------
John C. Deterding
                                       4
/s/ Gregory R. Dillon      Director                        July 25, 1996
- ---------------------                                                   
Gregory R. Dillon

                             
                           Director
- ---------------------
Thomas S. Foley

/s/Arch K. Jackson         Director                        July 25, 1996
- ---------------------                                                      
Arch K. Jackson

                                       5
EXHIBIT INDEX
Exhibit No.                                      Description
- ------------                                    --------------
4.1                      Patriot American Hospitality, Inc. 1995 Stock
                             Option and Incentive Plan (Incorporated by
                             reference to Exhibit 10.56 to the Company's Form
                             10-Q for the quarter ended September 30, 1995).
 
    4.2                      Patriot American Hospitality, Inc. Non-Employee
                             Directors' Incentive Plan (Incorporated by
                             reference to Exhibit 10.57 to the Company's Form
                             10-Q for the quarter ended September 30, 1995).
 
    5.1                      Opinion of Goodwin, Procter & Hoar  LLP as to the
                             legality of the securities being registered.
 
   23.1                      Consent of Goodwin, Procter & Hoar  LLP (included
                             in Exhibit 5.1 hereto).
 
   23.2                      Consent of Ernst & Young, LLP
 
   23.3                      Consent of Coopers & Lybrand L.L.P., Fort
                             Lauderdale, Florida
 
   23.4                      Consent of Coopers & Lybrand L.L.P., Pittsburgh,
                             Pennsylvania
 
   23.5                      Consent of Coopers & Lybrand L.L.P., Newport
                             Beach, California
 
   23.6                      Consent of Price Waterhouse LLP
 
   24.1                      Powers of Attorney (contained in signature pages
                             on page 5 of this registration statement)