<PAGE>
    As filed with the Securities and Exchange Commission on September 6, 2001
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ______________________

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ______________________
                           WYNDHAM INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)

                         Delaware                            94-2878485
               (State or other jurisdiction               (I.R.S. Employer
             of incorporation or organization)         Identification Number)

                   1950 Stemmons Freeway                      75207
                        Suite 6001                          (Zip Code)
                       Dallas, Texas
         (Address of principal executive offices)

                     Second Amendment and Restatement of the
                           Wyndham International, Inc.
                             1997 Incentive Plan and
                     Wyndham International Employee Savings
                                & Retirement Plan
                            (Full title of the plan)

                                Fred J. Kleisner
                Chairman of the Board and Chief Executive Officer
                        1950 Stemmons Freeway, Suite 6001
                               Dallas, Texas 75207
                                 (214) 863-1000
                   (Name and address, including zip code, and
                     telephone number of agent for service)

                                    Copy to:
                            N. Kathleen Friday, P.C.
                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                         1700 Pacific Avenue, Suite 4100
                            Dallas, Texas 75201-4675
                                 (214) 969-2800
                             ______________________

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
                                                              Proposed Maximum       Proposed Maximum      Amount of
         Title of Securities              Amount to be       Offering Price Per     Aggregate Offering    Registration
           to be Registered               Registered (1)         Share (2)                Price (2)            Fee
-----------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>                    <C>                   <C>
Class A Common Stock, par value $0.01
per share ("Class A Common Stock")         10,000,000             $2.37               $23,700,000             $5,925
=======================================================================================================================
</TABLE>
(1)    Issuable upon the exercise of options, the vesting of restricted unit
       awards or the exercise or the vesting of certain other awards pursuant to
       the Second Amendment and Restatement of the Wyndham International,
       Inc. 1997 Incentive Plan. This Registration Statement also covers any
       additional shares that may hereafter become purchasable as a result of
       the adjustment to the provisions of the Second Amendment and
       Restatement of the Wyndham International, Inc. 1997 Incentive Plan. In
       addition, pursuant to Rule 416(c) under the Securities Act of 1933,
       this registration statement also covers an indeterminate amount of
       interests to be offered or sold pursuant to the employee benefit plans
       described herein.
(2)    Pursuant to Rule 457(c) and (h), and solely for the purpose of
       calculating the applicable registration fee, the proposed maximum
       offering price per share for the Class A Common Stock to be registered
       hereunder has been calculated based on the average of the high and low
       sales prices of the Class A Common Stock of Wyndham International,
       Inc. on September 4, 2001, as reported by the New York Stock Exchange.
================================================================================

<PAGE>

Incorporation of Documents by Reference
---------------------------------------

          This Registration Statement on Form S-8 registers additional
securities of the same class as other securities for which Registration
Statements on Form S-8 relating to the same employee benefit plan were filed
with the Securities and Exchange Commission on July 6, 1999 and December 12,
2000, respectively. Accordingly, pursuant to General Instruction E of Form S-8,
promulgated under the Securities Act of 1933, as amended, the contents of the
Registration Statements on Form S-8 (File Nos. 333-82325 and 333-51678), filed
with the Securities and Exchange Commission on July 6, 1999 and December 12,
2000, including any amendments to such registration statements, are incorporated
herein by reference.

Second Amendment and Restatement of the Wyndham International, Inc. 1997
------------------------------------------------------------------------
Incentive Plan
--------------

          The Second Amendment and Restatement of the Wyndham International,
Inc. 1997 Incentive Plan (the "Plan") was approved by the Registrant's
stockholders at the Registrant's annual meeting on May 24, 2001. The amendment
and restatement of the Plan made the following changes to the Plan:

 .    Increased the Number of Shares Available for Awards. The number of shares
     of Class A Common Stock available for issuance pursuant to awards made
     under the Plan was increased to an amount equal to 10% of the outstanding
     Class A Common Stock determined on a fully diluted basis. For purposes of
     the Plan, "fully diluted basis" means the assumed conversion of all
     outstanding shares of Series A Preferred Stock and Series B Preferred
     Stock, the assumed exercise of all outstanding stock options and the
     assumed conversion of all units of partnership interest in Patriot American
     Hospitality Partnership, L.P. and Wyndham International Operating
     Partnership, L.P. that are subject to redemption.

 .    Permits Restricted Unit Awards. The amendment and restatement of the Plan
     permits the Registrant's compensation committee to provide in the agreement
     governing a restricted unit award that following a change in control in
     which the shares of Class A Common Stock are changed into or exchanged for
     a different kind of stock or other securities or cash or other property,
     the unvested portion of a restricted unit award shall thereafter upon
     vesting be settled in stock, other securities, cash or other property upon
     such terms and subject to such conditions as the compensation committee may
     determine.

 .    Other Changes. The amendment and restatement of the Plan also (i) deleted
     certain provisions from the Plan that by their terms are no longer
     applicable to the Registrant following the restructuring of the Registrant
     in June 1999, (ii) added a provision requiring that the compensation
     committee, which administers the Plan, have at least two members, and (iii)
     made certain other minor changes to the Plan.

Exhibits
--------

          See Index to Exhibits, attached hereto.

            [The remainder of this page is intentionally left blank.]

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on this 6th day of
September, 2001.

                        WYNDHAM INTERNATIONAL, INC.


                        By: /s/ FRED J. KLEISNER
                            -------------------------------------------------
                            Fred J. Kleisner
                            Chairman of the Board and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Wyndham International,
Inc., hereby constitute and appoint Fred J. Kleisner 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 directors and officers to enable Wyndham
International, Inc. to comply with the provisions of the Securities Act of 1933,
as amended, 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on September 6, 2001.

Signature                           Title
---------                           -----

/s/ FRED J. KLEISNER                Chairman of the Board and Chief Executive
-------------------------------     Officer (Principal Executive Officer)
Fred J. Kleisner

/s/ RICHARD A. SMITH                Executive Vice President and Chief Financial
-------------------------------     Officer (Principal Financial Officer and
Richard A. Smith                    Principal Accounting Officer)


/s/ KARIM ALIBHAI                   Director
-------------------------------
Karim Alibhai

/s/ LEON D. BLACK                   Director
-------------------------------
Leon D. Black

/s/ LEONARD BOXER                   Director
-------------------------------
Leonard Boxer

<PAGE>

/s/ NORMAN BROWNSTEIN                            Director
------------------------------------
Norman Brownstein

/s/ STEPHEN T. CLARK                             Director
------------------------------------
Stephen T. Clark

/s/ MILTON FINE                                  Director
------------------------------------
Milton Fine

/s/ PAUL FRIBOURG                                Director
------------------------------------
Paul Fribourg

/s/ SUSAN T. GROENTEMAN                          Director
------------------------------------
Susan T. Groenteman

/s/ THOMAS H. LEE                                Director
------------------------------------
Thomas H. Lee

/s/ ALAN M. LEVENTHAL                            Director
------------------------------------
Alan M. Leventhal

/s/ WILLIAM L. MACK                              Director
------------------------------------
William L. Mack

/s/ LEE S. NEIBART                               Director
------------------------------------
Lee S. Neibart

/s/ MARC J. ROWAN                                Director
------------------------------------
Marc J. Rowan

/s/ ROLF E. RUHFUS                               Director
------------------------------------
Rolf E. Ruhfus

/s/ SCOTT A. SCHOEN                              Director
------------------------------------
Scott A. Schoen

<PAGE>

/s/ SCOTT M. SPERLING                                Director
----------------------------------------
Scott M. Sperling

/s/ LYNN SWANN                                       Director
----------------------------------------
Lynn Swann

/s/ SHERWOOD M. WEISER                               Director
----------------------------------------
Sherwood M. Weiser

<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number     Description of Exhibits
------     -----------------------

4.1*       Second Amendment and Restatement of the Wyndham International, Inc.
           1997 Incentive Plan.

5*         Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

23.1*      Consent of PricewaterhouseCoopers LLP.

23.2*      Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
           Exhibit 5 filed herewith).

24.1*      Powers of Attorney (included on signature pages hereto)

____________________
*Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 12737}]
{"company-data": {"conformed-name": "WYNDHAM INTERNATIONAL INC", "cik": "0000715273", "assigned-sic": "7000", "irs-number": "942878485", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69034", "film-number": "1732385"}, "business-address": {"street1": "1950 STEMMONS FRWY", "street2": "STE 6001", "city": "DALLAS", "state": "TX", "zip": "75207", "phone": "2148631000"}, "mail-address": {"street1": "1950 STEMMONS FRWY", "street2": "STE 6001", "city": "DALLAS", "state": "TX", "zip": "75207"}, "former-company": [{"former-conformed-name": "BAY MEADOWS OPERATING CO", "date-changed": "19920703"}, {"former-conformed-name": "PATRIOT AMERICAN HOSPITALITY OPERATING CO\\DE", "date-changed": "19970723"}]}
As filed with the Securities and Exchange Commission on September 6, 2001
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ______________________

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ______________________
                           WYNDHAM INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)

                         Delaware                            94-2878485
               (State or other jurisdiction               (I.R.S. Employer
             of incorporation or organization)         Identification Number)

                   1950 Stemmons Freeway                      75207
                        Suite 6001                          (Zip Code)
                       Dallas, Texas
         (Address of principal executive offices)

                     Second Amendment and Restatement of the
                           Wyndham International, Inc.
                             1997 Incentive Plan and
                     Wyndham International Employee Savings
                                & Retirement Plan
                            (Full title of the plan)

                                Fred J. Kleisner
                Chairman of the Board and Chief Executive Officer
                        1950 Stemmons Freeway, Suite 6001
                               Dallas, Texas 75207
                                 (214) 863-1000
                   (Name and address, including zip code, and
                     telephone number of agent for service)

                                    Copy to:
                            N. Kathleen Friday, P.C.
                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                         1700 Pacific Avenue, Suite 4100
                            Dallas, Texas 75201-4675
                                 (214) 969-2800
                             ______________________

                         CALCULATION OF REGISTRATION FEE
=======================================================================================================================
                                                              Proposed Maximum       Proposed Maximum      Amount of
         Title of Securities              Amount to be       Offering Price Per     Aggregate Offering    Registration
           to be Registered               Registered (1)         Share (2)                Price (2)            Fee
-----------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value $0.01
per share ("Class A Common Stock")         10,000,000             $2.37               $23,700,000             $5,925
=======================================================================================================================
(1)    Issuable upon the exercise of options, the vesting of restricted unit
       awards or the exercise or the vesting of certain other awards pursuant to
       the Second Amendment and Restatement of the Wyndham International,
       Inc. 1997 Incentive Plan. This Registration Statement also covers any
       additional shares that may hereafter become purchasable as a result of
       the adjustment to the provisions of the Second Amendment and
       Restatement of the Wyndham International, Inc. 1997 Incentive Plan. In
       addition, pursuant to Rule 416(c) under the Securities Act of 1933,
       this registration statement also covers an indeterminate amount of
       interests to be offered or sold pursuant to the employee benefit plans
       described herein.
(2)    Pursuant to Rule 457(c) and (h), and solely for the purpose of
       calculating the applicable registration fee, the proposed maximum
       offering price per share for the Class A Common Stock to be registered
       hereunder has been calculated based on the average of the high and low
       sales prices of the Class A Common Stock of Wyndham International,
       Inc. on September 4, 2001, as reported by the New York Stock Exchange.
================================================================================
Incorporation of Documents by Reference
---------------------------------------

          This Registration Statement on Form S-8 registers additional
securities of the same class as other securities for which Registration
Statements on Form S-8 relating to the same employee benefit plan were filed
with the Securities and Exchange Commission on July 6, 1999 and December 12,
2000, respectively. Accordingly, pursuant to General Instruction E of Form S-8,
promulgated under the Securities Act of 1933, as amended, the contents of the
Registration Statements on Form S-8 (File Nos. 333-82325 and 333-51678), filed
with the Securities and Exchange Commission on July 6, 1999 and December 12,
2000, including any amendments to such registration statements, are incorporated
herein by reference.

Second Amendment and Restatement of the Wyndham International, Inc. 1997
------------------------------------------------------------------------
Incentive Plan
--------------

          The Second Amendment and Restatement of the Wyndham International,
Inc. 1997 Incentive Plan (the "Plan") was approved by the Registrant's
stockholders at the Registrant's annual meeting on May 24, 2001. The amendment
and restatement of the Plan made the following changes to the Plan:

 .    Increased the Number of Shares Available for Awards. The number of shares
     of Class A Common Stock available for issuance pursuant to awards made
     under the Plan was increased to an amount equal to 10% of the outstanding
     Class A Common Stock determined on a fully diluted basis. For purposes of
     the Plan, "fully diluted basis" means the assumed conversion of all
     outstanding shares of Series A Preferred Stock and Series B Preferred
     Stock, the assumed exercise of all outstanding stock options and the
     assumed conversion of all units of partnership interest in Patriot American
     Hospitality Partnership, L.P. and Wyndham International Operating
     Partnership, L.P. that are subject to redemption.

 .    Permits Restricted Unit Awards. The amendment and restatement of the Plan
     permits the Registrant's compensation committee to provide in the agreement
     governing a restricted unit award that following a change in control in
     which the shares of Class A Common Stock are changed into or exchanged for
     a different kind of stock or other securities or cash or other property,
     the unvested portion of a restricted unit award shall thereafter upon
     vesting be settled in stock, other securities, cash or other property upon
     such terms and subject to such conditions as the compensation committee may
     determine.

 .    Other Changes. The amendment and restatement of the Plan also (i) deleted
     certain provisions from the Plan that by their terms are no longer
     applicable to the Registrant following the restructuring of the Registrant
     in June 1999, (ii) added a provision requiring that the compensation
     committee, which administers the Plan, have at least two members, and (iii)
     made certain other minor changes to the Plan.

Exhibits
--------

          See Index to Exhibits, attached hereto.

            [The remainder of this page is intentionally left blank.]
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on this 6th day of
September, 2001.

                        WYNDHAM INTERNATIONAL, INC.

                        By: /s/ FRED J. KLEISNER
                            -------------------------------------------------
                            Fred J. Kleisner
                            Chairman of the Board and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Wyndham International,
Inc., hereby constitute and appoint Fred J. Kleisner 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 directors and officers to enable Wyndham
International, Inc. to comply with the provisions of the Securities Act of 1933,
as amended, 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on September 6, 2001.

Signature                           Title
---------                           -----

/s/ FRED J. KLEISNER                Chairman of the Board and Chief Executive
-------------------------------     Officer (Principal Executive Officer)
Fred J. Kleisner

/s/ RICHARD A. SMITH                Executive Vice President and Chief Financial
-------------------------------     Officer (Principal Financial Officer and
Richard A. Smith                    Principal Accounting Officer)

/s/ KARIM ALIBHAI                   Director
-------------------------------
Karim Alibhai

/s/ LEON D. BLACK                   Director
-------------------------------
Leon D. Black

/s/ LEONARD BOXER                   Director
-------------------------------
Leonard Boxer
/s/ NORMAN BROWNSTEIN                            Director
------------------------------------
Norman Brownstein

/s/ STEPHEN T. CLARK                             Director
------------------------------------
Stephen T. Clark

/s/ MILTON FINE                                  Director
------------------------------------
Milton Fine

/s/ PAUL FRIBOURG                                Director
------------------------------------
Paul Fribourg

/s/ SUSAN T. GROENTEMAN                          Director
------------------------------------
Susan T. Groenteman

/s/ THOMAS H. LEE                                Director
------------------------------------
Thomas H. Lee

/s/ ALAN M. LEVENTHAL                            Director
------------------------------------
Alan M. Leventhal

/s/ WILLIAM L. MACK                              Director
------------------------------------
William L. Mack

/s/ LEE S. NEIBART                               Director
------------------------------------
Lee S. Neibart

/s/ MARC J. ROWAN                                Director
------------------------------------
Marc J. Rowan

/s/ ROLF E. RUHFUS                               Director
------------------------------------
Rolf E. Ruhfus

/s/ SCOTT A. SCHOEN                              Director
------------------------------------
Scott A. Schoen
/s/ SCOTT M. SPERLING                                Director
----------------------------------------
Scott M. Sperling

/s/ LYNN SWANN                                       Director
----------------------------------------
Lynn Swann

/s/ SHERWOOD M. WEISER                               Director
----------------------------------------
Sherwood M. Weiser
INDEX TO EXHIBITS

Exhibit
Number     Description of Exhibits
------     -----------------------

4.1*       Second Amendment and Restatement of the Wyndham International, Inc.
           1997 Incentive Plan.

5*         Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

23.1*      Consent of PricewaterhouseCoopers LLP.

23.2*      Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
           Exhibit 5 filed herewith).

24.1*      Powers of Attorney (included on signature pages hereto)

____________________
*Filed herewith.