<PAGE>
 
   As filed with the Securities and Exchange Commission on August 6, 1998

                                                Registration No. 333-
                                                                     -----------
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                ______________

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

                      CAVANAUGHS HOSPITALITY CORPORATION
            (Exact name of Registrant as Specified in Its Charter)

          WASHINGTON                                        91-1032187
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                       Identification Number)

201 West North River Drive, Suite 100, Spokane, Washington 99201; (509) 459-6100
             (Address, Including Zip Code, and Telephone Number, 
             Including Area Code, of Principal Executive Offices)

         CAVANAUGHS HOSPITALITY CORPORATION 1998 STOCK INCENTIVE PLAN
       CAVANAUGHS HOSPITALITY CORPORATION EMPLOYEE STOCK PURCHASE PLAN 
                 NON-EMPLOYEE DIRECTOR COMPENSATION AGREEMENT 
                           (Full Title of the Plans)

                              DONALD K. BARBIERI 
                    201 West North River Drive, Suite 100 
                          Spokane, Washington 99201 
                                (509) 459-6100 
         (Name and Address, Including Zip Code, and Telephone Number,
                  Including Area Code, of Agent for Service)

                                with a copy to:

                             BARRY LAWRENCE, ESQ.
                  Kaye, Scholer, Fierman, Hays & Handler, LLP
                     1999 Avenue of the Stars, Suite 1600
                         Los Angeles, California 90067
                                (310) 788-1000

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                            Proposed Maximum         Amount of
Title of Securities       Amount To Be           Proposed Maximum          Aggregate Offering      Registration
 to be Registered          Registered      Offering Price Per Share (1)         Price (1)              Fee (1)
---------------------------------------------------------------------------------------------------------------
<S>                      <C>               <C>                             <C>                     <C>
Common Stock,
   par value $.01        591,028 (2)(6)              $  15.00                   $8,865,420           $2,615.30
   per share               6,842 (3)(6)              $11.1875                   $   76,545           $   22.58
                             345 (4)                 $  13.00                   $    4,485           $    1.32
                         904,170 (5)(6)              $10.9687                   $9,917,569           $2,925.69
---------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This estimate is made pursuant to Rule 457(c) and 457(h) of the Securities
     Act of 1933, as amended (the "Securities Act"), solely for the purpose of
     calculating the registration fee, and is determined according to the
     following offering price information:  Under the 1998 Stock Incentive Plan,
     591,028 shares of common stock, par value $.01 per share (the "Common
     Stock"), are subject to outstanding options with an exercise price of
     $15.00 per share, under the Employee Stock Purchase Plan, 6,842 shares of
     Common Stock are subject to outstanding options with an exercise price of
     $11.1875 per share and under three separate non-employee director
     compensation agreements, each dated as of April 8, 1998 (the "Compensation
     Agreements"), an aggregate of 345 shares of Common Stock were issued to
     independent directors; pursuant to Rule 457(h), for all shares of Common
     Stock being registered hereunder with an exercise price which cannot be
     determined (904,170 shares), the Proposed Maximum Offering Price Per Share
     is $10.9687, which is the average of the high and low prices of the Common
     Stock reported on the New York Stock Exchange on August 3, 1998.  The
     Proposed Maximum Aggregate Offering Price for all shares registered
     hereunder is $18,864,019.

(2)  Shares reserved for issuance pursuant to options previously granted under
     the 1998 Stock Incentive Plan.

(3)  Shares reserved for issuance pursuant to options previously granted under
     the Employee Stock Purchase Plan.

(4)  Shares previously issued under the Compensation Agreements.

(5)  Additional shares reserved for issuance pursuant to options to be granted
     under the 1998 Stock Incentive Plan (608,972), pursuant to the Employee
     Stock Purchase Plan (293,158) and under the Compensation Agreements
     (2,040).

(6)  Pursuant to Rule 416(c) promulgated pursuant to the Securities Act, this
     registration statement also covers such indeterminable number of additional
     shares of Common Stock as may be issuable pursuant to the antidilution
     provisions of the 1998 Stock Incentive Plan and the Employee Stock Purchase
     Plan.
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                             AND EXPLANATORY NOTE

     The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act.  These documents and the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.  Copies of all documents
incorporated by reference in Item 3 of Part II of this Form S-8 (other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference herein), as well as other documents required to be delivered to
employees pursuant to Rule 428(b), will be provided without charge to each
person, including any beneficial owner, on the written on oral request of such
person made to Cavanaughs Hospitality Corporation, 201 West North River Drive,
Suite 100, Spokane, Washington  99201, Attention:  Richard L. Barbieri;
Telephone (509) 459-6100.

ITEM 1.   PLAN INFORMATION

     Not required to be filed with this Registration Statement.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     Not required to be filed with this Registration Statement.

                                       2
<PAGE>
 
                                    PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (a)  Prospectus of Cavanaughs Hospitality Corporation (the "Company")
              filed on April 6, 1998 relating to the Registration Statement on
              Form S-1 filed with the Commission on January 20, 1998 (File No.
              333-44491), as amended on February 27, 1998, March 10, 1998 and
              March 27, 1998;

         (b)  The description of the Company's Common Stock contained in the
              Company's Registration Statement on Form 8-A filed on March 13,
              1998 (File No. 001-13957);

         (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended
              March 31, 1998; and

         (d)  The Company's Current Report on Form 8-K filed on June 12, 1998.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment that
indicates that all securities offered 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 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 Company's Amended and Restated By-Laws ("By-Laws") and Amended and
Restated Articles of Incorporation (the "Articles") provide that the Company
shall, to the full extent permitted by the Washington Business Corporation Act
(the "WBCA"), as amended from time to time, indemnify all directors and officers
of the Company.  In addition, the Articles contain a provision eliminating the
personal liability of directors to the Company or its shareholders for monetary
damage arising out of a breach of fiduciary duty.  Chapter 23B.08.510 and .570
of the WBCA authorizes a corporation to indemnify its directors, officers,
employees, or agents in terms sufficiently broad to permit such indemnification
under certain circumstances for liabilities (including provisions permitting
advances for reasonable expenses incurred) arising under the Securities Act.

                                      II-1
<PAGE>
 
         Pursuant to Chapter 23B.08.580 of the WBCA, the Board of Directors (the
"Board") may authorize, by a vote of a majority of a quorum of the Board, the
Company to purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the Company, or is or was serving at
the request of the Company as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under Chapter 23B.08.510 or 23B.08.520 of the WBCA.  The Board has
authorized the Company to purchase and maintain appropriate policies of
insurance on behalf of the Company's directors and officers against liabilities
asserted against any such person arising out of his or her status as such.  The
Board may authorize the Company to enter into a contract with any person who is
or was a director, officer, partner, trustee, employee or agent of the Company
or is or was serving at the request of the Company as a director, officer,
employee or agent of another partnership, joint venture, trust, employee benefit
plan or other enterprise providing for indemnification rights equivalent to or,
if the Board so determines, greater than those provided for in the By-Laws.  The
Board has authorized the Company to enter into contracts providing for
indemnification with any person who is or was a director or officer of the
Company.

         The Company has entered into employment agreements with certain members
of management containing provisions entitling the executive to indemnification
for losses incurred in the course of service to the Company or its subsidiaries,
under certain circumstances.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

4.2      1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to
         the Company's Registration Statement on Form S-1, filed January 20,
         1998).

4.3      Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.8
         to the Company's Registration Statement on Form S-1, filed January 20,
         1998).

4.4      Form of Non-Employee Director Compensation Agreement.

5.1      Opinion of Richard L. Barbieri, Esq., General Counsel to the Company.

23.1     Consent of PricewaterhouseCoopers LLP.

23.2     Consent of Richard L. Barbieri, Esq. (filed as part of Exhibit 5.1
         hereto).

24.1     Power of Attorney (included in the signature page hereto).

                                      II-2
<PAGE>
 
ITEM 9.  UNDERTAKINGS

         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;

         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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20
               percent change in the maximum aggregate offering price set forth
               in the "Calculation of Registration Fee" table in the effective
               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 (a)(1)(i) and (ii) 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
Commission by the Company pursuant to Section 13 or 15(d) of 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) 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 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; and

         (5) 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 Act and is therefore unenforceable.
In the 

                                      II-3
<PAGE>
 
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 shares 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 Act and will
be governed by the final adjudication of such issue.

                                      II-4
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Spokane, State of Washington, on this 6th day of
August, 1998.

                              CAVANAUGHS HOSPITALITY CORPORATION


                              By: /s/ Donald K. Barbieri
                                 -----------------------------------------
                                    Donald K. Barbieri
                                    President and  Chief Executive Officer

                                      II-5
<PAGE>
 
                               POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Donald
K. Barbieri and Richard L. Barbieri, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or his or her
substitute or their substitutes may lawfully do or cause to be done by virtue
hereof.

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

<TABLE> 
<S>                        <C>                                             <C> 
/s/ Donald K. Barbieri
------------------------   Chairman of the Board, Chief Executive          August 6, 1998
   Donald K. Barbieri      Officer, President and Director

/s/ Arthur M. Coffey
------------------------   Executive Vice President, Chief Financial       August 6, 1998
    Arthur M. Coffey       Officer, (principal financial and accounting
                           officer), and Director

/s/ Richard L. Barbieri
------------------------   Senior Vice President,  General  Counsel        August 6, 1998
   Richard L. Barbieri     and Director

/s/ Thomas M. Barbieri
------------------------   Senior Vice President and Director              August 6, 1998
    Thomas M. Barbieri

    
------------------------   Director                                        August  , 1998
    Robert G. Templin

    
------------------------   Director                                        August  , 1998
    Peter F. Stanton

    
------------------------   Director                                        August  , 1998
    Ronald R. Taylor
</TABLE> 

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 20161}]
{"company-data": {"conformed-name": "CAVANAUGHS HOSPITALITY CORP", "cik": "0001052595", "assigned-sic": "7011", "irs-number": "911032187", "state-of-incorporation": "WA", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60791", "film-number": "98678424"}, "business-address": {"street1": "201 W NORTH RIVER DRIVE", "street2": "SUITE 100", "city": "SPOKANE", "state": "WA", "zip": "99201", "phone": "5094596100"}}
As filed with the Securities and Exchange Commission on August 6, 1998

                                                Registration No. 333-
                                                                     -----------
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                ______________

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

                      CAVANAUGHS HOSPITALITY CORPORATION
            (Exact name of Registrant as Specified in Its Charter)

          WASHINGTON                                        91-1032187
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                       Identification Number)

201 West North River Drive, Suite 100, Spokane, Washington 99201; (509) 459-6100
             (Address, Including Zip Code, and Telephone Number, 
             Including Area Code, of Principal Executive Offices)

         CAVANAUGHS HOSPITALITY CORPORATION 1998 STOCK INCENTIVE PLAN
       CAVANAUGHS HOSPITALITY CORPORATION EMPLOYEE STOCK PURCHASE PLAN 
                 NON-EMPLOYEE DIRECTOR COMPENSATION AGREEMENT 
                           (Full Title of the Plans)

                              DONALD K. BARBIERI 
                    201 West North River Drive, Suite 100 
                          Spokane, Washington 99201 
                                (509) 459-6100 
         (Name and Address, Including Zip Code, and Telephone Number,
                  Including Area Code, of Agent for Service)

                                with a copy to:

                             BARRY LAWRENCE, ESQ.
                  Kaye, Scholer, Fierman, Hays & Handler, LLP
                     1999 Avenue of the Stars, Suite 1600
                         Los Angeles, California 90067
                                (310) 788-1000

                        CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
                                                                            Proposed Maximum         Amount of
Title of Securities       Amount To Be           Proposed Maximum          Aggregate Offering      Registration
 to be Registered          Registered      Offering Price Per Share (1)         Price (1)              Fee (1)
---------------------------------------------------------------------------------------------------------------
Common Stock,
   par value $.01        591,028 (2)(6)              $  15.00                   $8,865,420           $2,615.30
   per share               6,842 (3)(6)              $11.1875                   $   76,545           $   22.58
                             345 (4)                 $  13.00                   $    4,485           $    1.32
                         904,170 (5)(6)              $10.9687                   $9,917,569           $2,925.69
---------------------------------------------------------------------------------------------------------------
(1)  This estimate is made pursuant to Rule 457(c) and 457(h) of the Securities
     Act of 1933, as amended (the "Securities Act"), solely for the purpose of
     calculating the registration fee, and is determined according to the
     following offering price information:  Under the 1998 Stock Incentive Plan,
     591,028 shares of common stock, par value $.01 per share (the "Common
     Stock"), are subject to outstanding options with an exercise price of
     $15.00 per share, under the Employee Stock Purchase Plan, 6,842 shares of
     Common Stock are subject to outstanding options with an exercise price of
     $11.1875 per share and under three separate non-employee director
     compensation agreements, each dated as of April 8, 1998 (the "Compensation
     Agreements"), an aggregate of 345 shares of Common Stock were issued to
     independent directors; pursuant to Rule 457(h), for all shares of Common
     Stock being registered hereunder with an exercise price which cannot be
     determined (904,170 shares), the Proposed Maximum Offering Price Per Share
     is $10.9687, which is the average of the high and low prices of the Common
     Stock reported on the New York Stock Exchange on August 3, 1998.  The
     Proposed Maximum Aggregate Offering Price for all shares registered
     hereunder is $18,864,019.

(2)  Shares reserved for issuance pursuant to options previously granted under
     the 1998 Stock Incentive Plan.

(3)  Shares reserved for issuance pursuant to options previously granted under
     the Employee Stock Purchase Plan.

(4)  Shares previously issued under the Compensation Agreements.

(5)  Additional shares reserved for issuance pursuant to options to be granted
     under the 1998 Stock Incentive Plan (608,972), pursuant to the Employee
     Stock Purchase Plan (293,158) and under the Compensation Agreements
     (2,040).

(6)  Pursuant to Rule 416(c) promulgated pursuant to the Securities Act, this
     registration statement also covers such indeterminable number of additional
     shares of Common Stock as may be issuable pursuant to the antidilution
     provisions of the 1998 Stock Incentive Plan and the Employee Stock Purchase
     Plan.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                             AND EXPLANATORY NOTE

     The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act.  These documents and the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.  Copies of all documents
incorporated by reference in Item 3 of Part II of this Form S-8 (other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference herein), as well as other documents required to be delivered to
employees pursuant to Rule 428(b), will be provided without charge to each
person, including any beneficial owner, on the written on oral request of such
person made to Cavanaughs Hospitality Corporation, 201 West North River Drive,
Suite 100, Spokane, Washington  99201, Attention:  Richard L. Barbieri;
Telephone (509) 459-6100.

ITEM 1.   PLAN INFORMATION

     Not required to be filed with this Registration Statement.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     Not required to be filed with this Registration Statement.

                                       2
PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

         (a)  Prospectus of Cavanaughs Hospitality Corporation (the "Company")
              filed on April 6, 1998 relating to the Registration Statement on
              Form S-1 filed with the Commission on January 20, 1998 (File No.
              333-44491), as amended on February 27, 1998, March 10, 1998 and
              March 27, 1998;

         (b)  The description of the Company's Common Stock contained in the
              Company's Registration Statement on Form 8-A filed on March 13,
              1998 (File No. 001-13957);

         (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended
              March 31, 1998; and

         (d)  The Company's Current Report on Form 8-K filed on June 12, 1998.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment that
indicates that all securities offered 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 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 Company's Amended and Restated By-Laws ("By-Laws") and Amended and
Restated Articles of Incorporation (the "Articles") provide that the Company
shall, to the full extent permitted by the Washington Business Corporation Act
(the "WBCA"), as amended from time to time, indemnify all directors and officers
of the Company.  In addition, the Articles contain a provision eliminating the
personal liability of directors to the Company or its shareholders for monetary
damage arising out of a breach of fiduciary duty.  Chapter 23B.08.510 and .570
of the WBCA authorizes a corporation to indemnify its directors, officers,
employees, or agents in terms sufficiently broad to permit such indemnification
under certain circumstances for liabilities (including provisions permitting
advances for reasonable expenses incurred) arising under the Securities Act.

                                      II-1
Pursuant to Chapter 23B.08.580 of the WBCA, the Board of Directors (the
"Board") may authorize, by a vote of a majority of a quorum of the Board, the
Company to purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the Company, or is or was serving at
the request of the Company as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under Chapter 23B.08.510 or 23B.08.520 of the WBCA.  The Board has
authorized the Company to purchase and maintain appropriate policies of
insurance on behalf of the Company's directors and officers against liabilities
asserted against any such person arising out of his or her status as such.  The
Board may authorize the Company to enter into a contract with any person who is
or was a director, officer, partner, trustee, employee or agent of the Company
or is or was serving at the request of the Company as a director, officer,
employee or agent of another partnership, joint venture, trust, employee benefit
plan or other enterprise providing for indemnification rights equivalent to or,
if the Board so determines, greater than those provided for in the By-Laws.  The
Board has authorized the Company to enter into contracts providing for
indemnification with any person who is or was a director or officer of the
Company.

         The Company has entered into employment agreements with certain members
of management containing provisions entitling the executive to indemnification
for losses incurred in the course of service to the Company or its subsidiaries,
under certain circumstances.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

4.2      1998 Stock Incentive Plan (incorporated by reference to Exhibit 10.9 to
         the Company's Registration Statement on Form S-1, filed January 20,
         1998).

4.3      Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.8
         to the Company's Registration Statement on Form S-1, filed January 20,
         1998).

4.4      Form of Non-Employee Director Compensation Agreement.

5.1      Opinion of Richard L. Barbieri, Esq., General Counsel to the Company.

23.1     Consent of PricewaterhouseCoopers LLP.

23.2     Consent of Richard L. Barbieri, Esq. (filed as part of Exhibit 5.1
         hereto).

24.1     Power of Attorney (included in the signature page hereto).

                                      II-2
ITEM 9.  UNDERTAKINGS

         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;

         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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20
               percent change in the maximum aggregate offering price set forth
               in the "Calculation of Registration Fee" table in the effective
               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 (a)(1)(i) and (ii) 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
Commission by the Company pursuant to Section 13 or 15(d) of 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) 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 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; and

         (5) 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 Act and is therefore unenforceable.
In the 

                                      II-3
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 shares 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 Act and will
be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Spokane, State of Washington, on this 6th day of
August, 1998.

                              CAVANAUGHS HOSPITALITY CORPORATION

                              By: /s/ Donald K. Barbieri
                                 -----------------------------------------
                                    Donald K. Barbieri
                                    President and  Chief Executive Officer

                                      II-5
POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Donald
K. Barbieri and Richard L. Barbieri, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or his or her
substitute or their substitutes may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Donald K. Barbieri
------------------------   Chairman of the Board, Chief Executive          August 6, 1998
   Donald K. Barbieri      Officer, President and Director

/s/ Arthur M. Coffey
------------------------   Executive Vice President, Chief Financial       August 6, 1998
    Arthur M. Coffey       Officer, (principal financial and accounting
                           officer), and Director

/s/ Richard L. Barbieri
------------------------   Senior Vice President,  General  Counsel        August 6, 1998
   Richard L. Barbieri     and Director

/s/ Thomas M. Barbieri
------------------------   Senior Vice President and Director              August 6, 1998
    Thomas M. Barbieri

    
------------------------   Director                                        August  , 1998
    Robert G. Templin

    
------------------------   Director                                        August  , 1998
    Peter F. Stanton

    
------------------------   Director                                        August  , 1998
    Ronald R. Taylor
II-6