As filed with the Securities and Exchange Commission on December 7, 2001

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

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

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

                           PEGASUS SOLUTIONS, INC.
            (Exact name of registrant as specified in its charter)

         Delaware                                          75-2605174
  (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                      Identification No.)

                   3811 Turtle Creek Boulevard, Suite 1100
                             Dallas, Texas 75219
             (Address of Principal Executive Offices)  (Zip Code)

            Pegasus Solutions, Inc. 1997 Amended Stock Option Plan
                           (Full title of the plan)

                              John F. Davis, III
                           Pegasus Solutions, Inc.
                   3811 Turtle Creek Boulevard, Suite 1100
                             Dallas, Texas 75219
                                (214) 528-5656
          (Name, address and telephone number, including area code,
                            of agent for service)

                                  Copies to:
                              Whit Roberts, Esq.
                           Locke Liddell & Sapp LLP
                         2200 Ross Avenue, Suite 2200
                             Dallas, Texas 75201
                                (214) 740-8000


                       CALCULATION OF REGISTRATION FEE
===============================================================================
    Title Of    Maximum       Proposed Maximum  Proposed Maximum   Amount of
 Securities To  Amount To Be  Offering Price    Aggregate          Registration
 Be Registered  Registered    Per Share(1)      Offering Price(1)  Fee(1)
 -------------  ------------  ----------------  -----------------  ------------
 Common Stock,   3,214,728         $12.86        $41,341,402.08     $9,880.60
$0.01 par value    shares
===============================================================================

 (1)  Estimated in accordance with Rule 457(h) solely for the purpose of
      calculating the registration fee based on the average of the high and
      low prices of a share of the Registrant's Common Stock as reported by
      the Nasdaq National Market on November 30, 2001.

      In addition, pursuant to Rule 416 under the Securities Act of 1933,
      as amended, this Registration Statement also covers shares of the
      Registrant's Common Stock issuable to prevent dilution resulting
      from stock splits, stock dividends or similar transactions.

<PAGE>

                               Explanatory Note

      This Registration  Statement  is  being filed  to  register  additional
 shares of Common Stock  for the Pegasus Solutions,  Inc. 1997 Amended  Stock
 Option Plan  (the "Plan").  Pursuant to General  Instruction E to Form  S-8,
 the  Registrant  hereby  incorporates  by  reference  the  contents  of  its
 Registration Statement Number 333-40033, which relates to the Plan.


                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 Item 1:   Plan Information.

      The information specified by Item  1 of Part I  of Form S-8 is  omitted
 from this filing  in accordance with  the provisions of  Rule 428 under  the
 Securities  Act  of  1933,  as  amended  (the  "Securities  Act"),  and  the
 introductory note to Part I of Form S-8.

 Item 2:   Registrant Information and Employee Plan Annual Information.

      The information specified by Item  2 of Part I  of Form S-8 is  omitted
 from this filing  in accordance with  the provisions of  Rule 428 under  the
 Securities Act, and the introductory note to Part I of Form S-8.


                                   PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

 ITEM 8.  Exhibits.

  Exhibit   Description
   Number
  -------   -----------

    5.1*    Opinion of Locke Liddell & Sapp LLP.
   23.1*    Consent of Counsel (included in opinion filed as Exhibit 5.1).
   23.2*    Consent of Independent Accountants.
   24.1*    Power of Attorney (see signature page).
 ___________
 *    Filed herewith.


 ITEM 9.  Undertakings.

      The 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 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 the Registration Statement;

                     (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 (1)(i) and (1)(ii) of this section do not
 apply if  the  information  required to  be  included  in  a  post-effective
 amendment by those paragraphs is contained in periodic reports filed with or
 furnished to  the  Securities  and Exchange  Commission  by  the  Registrant
 pursuant to Section 13  or Section 15(d) of  the Securities Exchange Act  of
 1934, as amended (the "Exchange Act"), that are incorporated by reference in
 the Registration Statement.

      (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.

      (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.

      (4)  The 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 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.

      (5)  Insofar as  indemnification  for  liabilities  arising  under  the
 Securities Act  may  be permitted  to  directors, officers  and  controlling
 persons of  the  Registrant pursuant  to  applicable law,  the  Registrant's
 Certificate  of   Incorporation,  Bylaws,   indemnification  agreements   or
 otherwise, the  Registrant has  been informed  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 a  successful
 defense of any  action, suit or  proceeding) is asserted  by such  director,
 officer or  controlling  person  in connection  with  the  securities  being
 registered hereunder,  the Registrant  will, unless  in the  opinion of  its
 counsel the matter has already been settled by controlling precedent, submit
 to a  court  of  appropriate  jurisdiction  the  question  of  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.

<PAGE>

                                  SIGNATURES

      Pursuant to  the requirements  of the  Securities Act,  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 Dallas,  State of  Texas, on  this 7th  day  of
 December, 2001.


                                    PEGASUS SOLUTIONS, INC.

                                    By:  /s/ John F. Davis, III
                                         ------------------------------------
                                         John F. Davis, III
                                         Chairman and Chief Executive Officer


                             POWER OF ATTORNEY

      KNOW ALL PERSONS BY  THESE PRESENTS, that  each person whose  signature
 appears below  constitutes  and appoints,  jointly  and severally,  John  F.
 Davis, III, Susan K.  Cole and Ric Floyd,  and each of them,  as his or  her
 attorney-in-fact, with full power of substitution in each, for him or her in
 any and all capacities to sign any amendments to this Registration Statement
 on Form S-8, and to file the same, with exhibits thereto and other documents
 in connection therewith, with the Securities and Exchange Commission, hereby
 ratifying and  confirming all  that said  attorney-in-fact,  or his  or  her
 substitutes, may do or cause to be done by virtue hereof.

      Pursuant to the requirements of  the Securities Act, this  Registration
 Statement has been signed below by  the following persons in the  capacities
 and on the dates indicated.

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

 /s/ JOHN F. DAVIS, III        Chief Executive Officer and
 ----------------------        Chairman (Principal           December 7, 2001
 John F. Davis, III            Executive Officer)

 /s/ SUSAN K. COLE             Chief Financial Officer
 -----------------             (Principal Financial and      December 7, 2001
 Susan K. Cole                 Accounting Officer)

 /s/ MICHAEL A. BARNETT        Director                      December 7, 2001
 ----------------------
 Michael A. Barnett

 /s/ ROBERT B. COLLIER         Director                      December 7, 2001
 ---------------------
 Robert B. Collier

 /s/ WILLIAM C. HAMMETT, JR.   Vice Chairman and Director    December 7, 2001
 ---------------------------
 William C. Hammett, Jr.

 /s/ THOMAS F. O'TOOLE         Director                      December 7, 2001
 ---------------------
 Thomas F. O'Toole

 /s/ JEFFREY A. RICH           Director                      December 7, 2001
 -------------------
 Jeffrey A. Rich

 /s/ BRUCE W. WOLFF            Director                      December 7, 2001
 ------------------
 Bruce W. Wolff


<PAGE>


                         INDEX TO EXHIBITS


  Exhibit   Description
   Number
  -------   -----------
    5.1*    Opinion of Locke Liddell & Sapp LLP.
   23.1*    Consent of Counsel (included in opinion filed as Exhibit 5.1).
   23.2*    Consent of Independent Accountants.
   24.1*    Power of Attorney (see signature page).
 ___________
 *    Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "psi2001s8a.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 11863}]
{"company-data": {"conformed-name": "PEGASUS SOLUTIONS INC", "cik": "0001040261", "assigned-sic": "7374", "irs-number": "752605174", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74742", "film-number": "1808697"}, "business-address": {"street1": "3811 TURTLE CREEK BLVD", "street2": "STE 1100", "city": "DALLAS", "state": "TX", "zip": "75219", "phone": "2145285656"}, "mail-address": {"street1": "3811 TURTLE CREEK BLVD", "street2": "STE 1100", "city": "DALLAS", "state": "TX", "zip": "75219"}, "former-company": {"former-conformed-name": "PEGASUS SYSTEMS INC", "date-changed": "19970602"}}
As filed with the Securities and Exchange Commission on December 7, 2001

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

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

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

                           PEGASUS SOLUTIONS, INC.
            (Exact name of registrant as specified in its charter)

         Delaware                                          75-2605174
  (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                      Identification No.)

                   3811 Turtle Creek Boulevard, Suite 1100
                             Dallas, Texas 75219
             (Address of Principal Executive Offices)  (Zip Code)

            Pegasus Solutions, Inc. 1997 Amended Stock Option Plan
                           (Full title of the plan)

                              John F. Davis, III
                           Pegasus Solutions, Inc.
                   3811 Turtle Creek Boulevard, Suite 1100
                             Dallas, Texas 75219
                                (214) 528-5656
          (Name, address and telephone number, including area code,
                            of agent for service)

                                  Copies to:
                              Whit Roberts, Esq.
                           Locke Liddell & Sapp LLP
                         2200 Ross Avenue, Suite 2200
                             Dallas, Texas 75201
                                (214) 740-8000

                       CALCULATION OF REGISTRATION FEE
===============================================================================
    Title Of    Maximum       Proposed Maximum  Proposed Maximum   Amount of
 Securities To  Amount To Be  Offering Price    Aggregate          Registration
 Be Registered  Registered    Per Share(1)      Offering Price(1)  Fee(1)
 -------------  ------------  ----------------  -----------------  ------------
 Common Stock,   3,214,728         $12.86        $41,341,402.08     $9,880.60
$0.01 par value    shares
===============================================================================

 (1)  Estimated in accordance with Rule 457(h) solely for the purpose of
      calculating the registration fee based on the average of the high and
      low prices of a share of the Registrant's Common Stock as reported by
      the Nasdaq National Market on November 30, 2001.

      In addition, pursuant to Rule 416 under the Securities Act of 1933,
      as amended, this Registration Statement also covers shares of the
      Registrant's Common Stock issuable to prevent dilution resulting
      from stock splits, stock dividends or similar transactions.
Explanatory Note

      This Registration  Statement  is  being filed  to  register  additional
 shares of Common Stock  for the Pegasus Solutions,  Inc. 1997 Amended  Stock
 Option Plan  (the "Plan").  Pursuant to General  Instruction E to Form  S-8,
 the  Registrant  hereby  incorporates  by  reference  the  contents  of  its
 Registration Statement Number 333-40033, which relates to the Plan.

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 Item 1:   Plan Information.

      The information specified by Item  1 of Part I  of Form S-8 is  omitted
 from this filing  in accordance with  the provisions of  Rule 428 under  the
 Securities  Act  of  1933,  as  amended  (the  "Securities  Act"),  and  the
 introductory note to Part I of Form S-8.

 Item 2:   Registrant Information and Employee Plan Annual Information.

      The information specified by Item  2 of Part I  of Form S-8 is  omitted
 from this filing  in accordance with  the provisions of  Rule 428 under  the
 Securities Act, and the introductory note to Part I of Form S-8.

                                   PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

 ITEM 8.  Exhibits.

  Exhibit   Description
   Number
  -------   -----------

    5.1*    Opinion of Locke Liddell & Sapp LLP.
   23.1*    Consent of Counsel (included in opinion filed as Exhibit 5.1).
   23.2*    Consent of Independent Accountants.
   24.1*    Power of Attorney (see signature page).
 ___________
 *    Filed herewith.

 ITEM 9.  Undertakings.

      The 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 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 the Registration Statement;

                     (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 (1)(i) and (1)(ii) of this section do not
 apply if  the  information  required to  be  included  in  a  post-effective
 amendment by those paragraphs is contained in periodic reports filed with or
 furnished to  the  Securities  and Exchange  Commission  by  the  Registrant
 pursuant to Section 13  or Section 15(d) of  the Securities Exchange Act  of
 1934, as amended (the "Exchange Act"), that are incorporated by reference in
 the Registration Statement.

      (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.

      (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.

      (4)  The 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 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.

      (5)  Insofar as  indemnification  for  liabilities  arising  under  the
 Securities Act  may  be permitted  to  directors, officers  and  controlling
 persons of  the  Registrant pursuant  to  applicable law,  the  Registrant's
 Certificate  of   Incorporation,  Bylaws,   indemnification  agreements   or
 otherwise, the  Registrant has  been informed  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 a  successful
 defense of any  action, suit or  proceeding) is asserted  by such  director,
 officer or  controlling  person  in connection  with  the  securities  being
 registered hereunder,  the Registrant  will, unless  in the  opinion of  its
 counsel the matter has already been settled by controlling precedent, submit
 to a  court  of  appropriate  jurisdiction  the  question  of  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.
SIGNATURES

      Pursuant to  the requirements  of the  Securities Act,  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 Dallas,  State of  Texas, on  this 7th  day  of
 December, 2001.

                                    PEGASUS SOLUTIONS, INC.

                                    By:  /s/ John F. Davis, III
                                         ------------------------------------
                                         John F. Davis, III
                                         Chairman and Chief Executive Officer

                             POWER OF ATTORNEY

      KNOW ALL PERSONS BY  THESE PRESENTS, that  each person whose  signature
 appears below  constitutes  and appoints,  jointly  and severally,  John  F.
 Davis, III, Susan K.  Cole and Ric Floyd,  and each of them,  as his or  her
 attorney-in-fact, with full power of substitution in each, for him or her in
 any and all capacities to sign any amendments to this Registration Statement
 on Form S-8, and to file the same, with exhibits thereto and other documents
 in connection therewith, with the Securities and Exchange Commission, hereby
 ratifying and  confirming all  that said  attorney-in-fact,  or his  or  her
 substitutes, may do or cause to be done by virtue hereof.

      Pursuant to the requirements of  the Securities Act, this  Registration
 Statement has been signed below by  the following persons in the  capacities
 and on the dates indicated.

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

 /s/ JOHN F. DAVIS, III        Chief Executive Officer and
 ----------------------        Chairman (Principal           December 7, 2001
 John F. Davis, III            Executive Officer)

 /s/ SUSAN K. COLE             Chief Financial Officer
 -----------------             (Principal Financial and      December 7, 2001
 Susan K. Cole                 Accounting Officer)

 /s/ MICHAEL A. BARNETT        Director                      December 7, 2001
 ----------------------
 Michael A. Barnett

 /s/ ROBERT B. COLLIER         Director                      December 7, 2001
 ---------------------
 Robert B. Collier

 /s/ WILLIAM C. HAMMETT, JR.   Vice Chairman and Director    December 7, 2001
 ---------------------------
 William C. Hammett, Jr.

 /s/ THOMAS F. O'TOOLE         Director                      December 7, 2001
 ---------------------
 Thomas F. O'Toole

 /s/ JEFFREY A. RICH           Director                      December 7, 2001
 -------------------
 Jeffrey A. Rich

 /s/ BRUCE W. WOLFF            Director                      December 7, 2001
 ------------------
 Bruce W. Wolff
INDEX TO EXHIBITS

  Exhibit   Description
   Number
  -------   -----------
    5.1*    Opinion of Locke Liddell & Sapp LLP.
   23.1*    Consent of Counsel (included in opinion filed as Exhibit 5.1).
   23.2*    Consent of Independent Accountants.
   24.1*    Power of Attorney (see signature page).
 ___________
 *    Filed herewith.