content: <PAGE>   1
        As filed with the Securities and Exchange Commission on July 6, 1998
                                                       Commission File No. 333-
  ===============================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
  
                           BRISTOL HOTELS & RESORTS, INC.
               (Exact Name of Registrant as Specified in its Charter)
  
         DELAWARE                                              75-2754805
  (State of Incorporation)                                  (I.R.S. Employer
                                                         Identification Number)
  
                                  14295 MIDWAY ROAD
                                 DALLAS, TEXAS 75244
                      (Address of Principal Executive Offices)
  
                           1998 BRISTOL HOTELS & RESORTS
                                STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
  
                                JOEL M. EASTMAN, ESQ.
                         VICE PRESIDENT AND GENERAL COUNSEL
                           BRISTOL HOTELS & RESORTS, INC.
                                  14295 MIDWAY ROAD
                                 DALLAS, TEXAS 75244
                                   (972) 391-3910
              (Name, Address and Telephone Number for Agent of Service)
  
  
  
  
  
  
                                -------------------
  
  <TABLE>
  <CAPTION>
                                               CALCULATION OF REGISTRATION FEE
  ==================================================================================================================================
                                                                                Proposed            Proposed
  Title of                                                        Amount         Maximum             Maximum            Amount of
  Securities to                                                   to be         Offering            Aggregate         Registration
  be Registered (1)                                           Registered (1)  Price per Share     Offering Price         Fee (2)
  ----------------------------------------------------------------------------------------------------------------------------------
  <S>                                                           <C>                 <C>            <C>                  <C>
  Common Stock, par value $0.01 per share .  .  .  .  .         2,250,000           $6.38           $ 14,355,000         $4,234.73
  ==================================================================================================================================
     (1) Represents the aggregate shares available under the Bristol Hotels & 
         Resorts 1998 Stock Purchase Plan. 
     (2) The registration fee has been computed in accordance with paragraph 
         (h)(i) of Rule 457.
  ==================================================================================================================================
  </TABLE>
  
  <PAGE>   2
                                  EXPLANATORY NOTE
  
       The information called for by Part I of Form S-8 is included in the
  description of the Bristol Hotels & Resorts 1998 Stock Purchase Plan (the
  "Plan") to be delivered to eligible participants under the Plan. Pursuant to the
  Note to Part I of Form S-8, this information is not being filed with or included
  in this Form S-8.
  
  
                                       PART II
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
       Bristol Hotels & Resorts, Inc. (the "Company") hereby incorporates by
  reference into this Registration Statement the Company's Registration Statement
  on Form 10 (Commission File No. 1-14047) filed with the Securities and Exchange
  Commission on June 18, 1998.
  
       All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold or which deregisters
  all such securities then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing of such documents. Any statement contained herein or in a document
  incorporated or deemed to be incorporated by reference herein shall be deemed to
  be modified or superseded for all purposes of this Registration Statement to the
  extent that a statement contained herein or therein or in any other subsequently
  filed document that also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement. Any such statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
  ITEM 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 Certificate of Incorporation provides that the personal
  liability of directors of the Company to the Company is eliminated to the
  maximum extent permitted by Delaware law. The Company's Certificate of
  Incorporation and Bylaws provide for the indemnification of the directors,
  officers, employees, and agents of the Company and its subsidiaries to the
  fullest extent that may be permitted by Delaware law from time to time, and the
  Bylaws provide for various procedures relating thereto. Section 145 of the
  Delaware General Corporation Law (the "DGCL") permits the Company to indemnify
  its directors and officers for liabilities, costs and expenses that such persons
  may incur as a result of actions they may take in performing their duties as
  officers and directors. In order to be indemnified under Delaware law, the
  person must have acted in good faith and in a manner he believed was in, or not
  opposed to, the best interests of the Company. In the case of any criminal
  proceeding, the person must not have reasonable cause to believe that his
  conduct was unlawful. In Delaware, if a person is found by a court to be liable
  to the corporation, that court must approve any reimbursement of expenses to
  such person. The foregoing limitations do not, however, apply to the indemnity
  contracts to which officers and directors are parties with the Company. Any
  amendment or repeal of the Company's Certificate of Incorporation may not
  adversely affect the rights of any person entitled to indemnification for any
  event occurring prior to such amendment or repeal.
  
       Under Delaware law, directors, officers, employees, and other individuals
  may be indemnified against expenses (including attorneys' fees), judgments,
  fines, and amounts paid in settlement in connection with specified actions,
  suits or proceedings, whether civil, criminal, administrative, or investigative
  (other than an action by or in the right of the corporation -- a "derivative
  action") if they acted in good faith and in a manner they reasonably believed to
  be in or not opposed to the best interests of the Company and, with respect to
  any criminal action or proceeding, had no reasonable 
  
  
                                        -2-
  <PAGE>   3
  
  cause to believe their conduct was unlawful. A similar standard of care is
  applicable in the case of a derivative action, except that indemnification only
  extends to expenses (including attorneys' fees) incurred in connection with
  defense or settlement of such an action and Delaware law requires court approval
  before there can be any indemnification of expenses where the person seeking
  indemnification has been found liable to the Company.
  
       As authorized by the Company's Certificate of Incorporation, the Company
  intends to enter into indemnification agreements with each of its directors,
  which provide for indemnification greater or otherwise different than that
  provided for in the Certificate of Incorporation or by the DGCL. Notwithstanding
  anything to the contrary in the Certificate of Incorporation, if the Company
  enters into a contract with any director providing for indemnification of the
  director, the provisions of the contract will exclusively govern the Company's
  obligations in respect of indemnification for or advancement of fees or
  disbursements of the director's counsel or any other professional engaged by the
  director.
  
  ITEM 7.  EXEMPTION FROM REGISTERED CLAIMED
  
       Not applicable.
  
  ITEM 8.  EXHIBITS
  
         4.1   Certificate of Incorporation of the Company (*)
  
         4.2   Amended and Restated Certificate of Incorporation of the Company 
               (*)
  
         4.3   Bylaws (*)
  
         4.4   Amended and Restated Bylaws of the Company (*)
  
        23.1   Consent of Arthur Andersen LLP
  
        23.2   Consent of Price Waterhouse LLP
  
        99.1   1998 Bristol Hotels & Resorts Stock Purchase Plan
  -----------
  
       (*)     Incorporated by reference to the Company's Registration Statement 
               on Form 10 (Commission File No. 1-14047).
  
  ITEM 9.  UNDERTAKINGS
  
           A.       The Company hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Registration Statement:
           (i) to include any prospectus required by Section 10(a)(3) of the
           Securities Act of 1933, as amended (the "Securities Act"), unless the
           information required to be included in such post-effective amendment is
           contained in periodic reports filed by the Company pursuant to Section
           13 or Section 15(d) of the Exchange Act and incorporated herein by
           reference; (ii) to reflect in the prospectus any facts or events
           arising after the effective date of this Registration Statement (or the
           most recent post-effective amendment thereof) which, individually or in
           the aggregate, represent a fundamental change in the information set
           forth in this Registration Statement unless the information required to
           be included in such post-effective amendment is contained in periodic
           reports filed by the Company pursuant to Section 13 or Section 15(d) of
           the Exchange Act and incorporated herein by reference; (iii) to include
           any material information with respect to the plan of distribution not
           previously disclosed in this Registration Statement or any material
           change to such information in this Registration Statement;
  
  
  
                                        -3-
  <PAGE>   4
  
                    (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 that remain unsold at
           the termination of the offering.
  
           B. The Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Company's annual report
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
  incorporated by reference in this Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           C. Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer or controlling person of the Company in the successful
  defense of any action, suit or proceeding) is asserted by such director,
  officer, or controlling person in connection with the securities being
  registered, the Company will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
  
  
                                        -4-
  <PAGE>   5
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the Company
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on July 1,1998.
  
                                         BRISTOL HOTELS & RESORTS, INC.
  
  
                                         By:      /s/ J. Peter Kline
                                             ----------------------------------
                                                    J. Peter Kline
                                            Chairman and Chief Executive Officer
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated on July 1, 1998.
  
  <TABLE>
  <CAPTION>
                       Signature                                                  Title
                       ---------                                                  -----
  <S>                                                         <C>
           /s/ J. Peter Kline
  ----------------------------------------------               Chairman, Chief Executive Officer and Director     
                   J. Peter Kline                                      (Principal Executive Officer)              
                                                                                                                  
                                                                                                                  
           /s/ Jeffrey P. Mayer
  ----------------------------------------------                         Senior Vice President and                
                   Jeffrey P. Mayer                                       Chief Financial Officer                 
                                                                       (Principal Financial Officer)              
                                                                                                                  
           /s/ John D. Bailey                                      
  ----------------------------------------------                       Vice President and Controller 
                   John D. Bailey                                      (Principal Accounting Officer)                
                                                                       
           /s/ John A. Beckert                                                                                    
  ----------------------------------------------              President, Chief Operating Officer and Director
                   John A. Beckert
  
           /s/ Robert A. Whitman
  ----------------------------------------------                                  Director                        
                   Robert A. Whitman                                                                              
                                                                                                                  
           /s/ Reginald K. Brack, Jr.
  ----------------------------------------------                                  Director                        
                   Reginald K. Brack, Jr.                                                                         
                                                                                                                  
           /s/ James J. Pinto
  ----------------------------------------------                                  Director                        
                   James J. Pinto                                                                                 
                                                                                                                  
           /s/ David A. Dittman
  ----------------------------------------------                                  Director                        
                   David A. Dittman                                                                               
                                                                                                                  
           /s/ Thomas R. Oliver
  ----------------------------------------------                                  Director                        
                   Thomas R. Oliver                                                                               
                                                                                                                  
           /s/ Kurt C. Read
  ----------------------------------------------                                  Director
                   Kurt C. Read
  </TABLE>
  
  <PAGE>   6
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit
   No.                  Exhibit                                                        Page
  -------               -------                                                        ----
   <S>       <C>
   4.1       Certificate of Incorporation of the Company (*)
  
   4.2       Amended and Restated Certificate of Incorporation of the Company (*)
  
   4.3       Bylaws (*)
  
   4.4       Amended and Restated Bylaws of the Company (*)
  
  23.1       Consent of Arthur Andersen LLP
  
  23.2       Consent of Price Waterhouse LLP
  
  99.1       1998 Bristol Hotels & Resorts Stock Purchase Plan
  </TABLE>
  
  -----------
  
  (*)      Incorporated by reference to the Company's Amended Registration 
           Statement on Form 10 (Commission File No. 1-14047).
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18664}]
metadata_filer: {"company-data": {"conformed-name": "BRISTOL HOTELS & RESORTS INC", "cik": "0001059760", "assigned-sic": "7011", "irs-number": "752584220", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58519", "film-number": "98660520"}, "business-address": {"street1": "14295 MIDWAY RD", "city": "DALLAS", "state": "TX", "zip": "75244", "phone": "9723913910"}, "mail-address": {"street1": "14295 MIDWAY RD", "city": "DALLAS", "state": "TX", "zip": "75244"}}
text: 1
        As filed with the Securities and Exchange Commission on July 6, 1998
                                                       Commission File No. 333-
  ===============================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                           BRISTOL HOTELS & RESORTS, INC.
               (Exact Name of Registrant as Specified in its Charter)
  
         DELAWARE                                              75-2754805
  (State of Incorporation)                                  (I.R.S. Employer
                                                         Identification Number)
  
                                  14295 MIDWAY ROAD
                                 DALLAS, TEXAS 75244
                      (Address of Principal Executive Offices)
  
                           1998 BRISTOL HOTELS & RESORTS
                                STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
                                JOEL M. EASTMAN, ESQ.
                         VICE PRESIDENT AND GENERAL COUNSEL
                           BRISTOL HOTELS & RESORTS, INC.
                                  14295 MIDWAY ROAD
                                 DALLAS, TEXAS 75244
                                   (972) 391-3910
              (Name, Address and Telephone Number for Agent of Service)
  
                                -------------------
  CALCULATION OF REGISTRATION FEE
  ==================================================================================================================================
                                                                                Proposed            Proposed
  Title of                                                        Amount         Maximum             Maximum            Amount of
  Securities to                                                   to be         Offering            Aggregate         Registration
  be Registered (1)                                           Registered (1)  Price per Share     Offering Price         Fee (2)
  ----------------------------------------------------------------------------------------------------------------------------------
  Common Stock, par value $0.01 per share .  .  .  .  .         2,250,000           $6.38           $ 14,355,000         $4,234.73
  ==================================================================================================================================
     (1) Represents the aggregate shares available under the Bristol Hotels & 
         Resorts 1998 Stock Purchase Plan. 
     (2) The registration fee has been computed in accordance with paragraph 
         (h)(i) of Rule 457.
  ==================================================================================================================================
  2
                                  EXPLANATORY NOTE
  
       The information called for by Part I of Form S-8 is included in the
  description of the Bristol Hotels & Resorts 1998 Stock Purchase Plan (the
  "Plan") to be delivered to eligible participants under the Plan. Pursuant to the
  Note to Part I of Form S-8, this information is not being filed with or included
  in this Form S-8.
  
                                       PART II
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
       Bristol Hotels & Resorts, Inc. (the "Company") hereby incorporates by
  reference into this Registration Statement the Company's Registration Statement
  on Form 10 (Commission File No. 1-14047) filed with the Securities and Exchange
  Commission on June 18, 1998.
  
       All documents subsequently filed by the Company pursuant to Sections 13(a),
  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
  "Exchange Act"), prior to the filing of a post-effective amendment which
  indicates that all securities offered hereby have been sold or which deregisters
  all such securities then remaining unsold, shall be deemed to be incorporated by
  reference in this Registration Statement and to be a part hereof from the date
  of filing of such documents. Any statement contained herein or in a document
  incorporated or deemed to be incorporated by reference herein shall be deemed to
  be modified or superseded for all purposes of this Registration Statement to the
  extent that a statement contained herein or therein or in any other subsequently
  filed document that also is or is deemed to be incorporated by reference herein
  modifies or supersedes such statement. Any such statement so modified or
  superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Registration Statement.
  
  ITEM 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 Certificate of Incorporation provides that the personal
  liability of directors of the Company to the Company is eliminated to the
  maximum extent permitted by Delaware law. The Company's Certificate of
  Incorporation and Bylaws provide for the indemnification of the directors,
  officers, employees, and agents of the Company and its subsidiaries to the
  fullest extent that may be permitted by Delaware law from time to time, and the
  Bylaws provide for various procedures relating thereto. Section 145 of the
  Delaware General Corporation Law (the "DGCL") permits the Company to indemnify
  its directors and officers for liabilities, costs and expenses that such persons
  may incur as a result of actions they may take in performing their duties as
  officers and directors. In order to be indemnified under Delaware law, the
  person must have acted in good faith and in a manner he believed was in, or not
  opposed to, the best interests of the Company. In the case of any criminal
  proceeding, the person must not have reasonable cause to believe that his
  conduct was unlawful. In Delaware, if a person is found by a court to be liable
  to the corporation, that court must approve any reimbursement of expenses to
  such person. The foregoing limitations do not, however, apply to the indemnity
  contracts to which officers and directors are parties with the Company. Any
  amendment or repeal of the Company's Certificate of Incorporation may not
  adversely affect the rights of any person entitled to indemnification for any
  event occurring prior to such amendment or repeal.
  
       Under Delaware law, directors, officers, employees, and other individuals
  may be indemnified against expenses (including attorneys' fees), judgments,
  fines, and amounts paid in settlement in connection with specified actions,
  suits or proceedings, whether civil, criminal, administrative, or investigative
  (other than an action by or in the right of the corporation -- a "derivative
  action") if they acted in good faith and in a manner they reasonably believed to
  be in or not opposed to the best interests of the Company and, with respect to
  any criminal action or proceeding, had no reasonable 
  
                                        -2-
  3
  
  cause to believe their conduct was unlawful. A similar standard of care is
  applicable in the case of a derivative action, except that indemnification only
  extends to expenses (including attorneys' fees) incurred in connection with
  defense or settlement of such an action and Delaware law requires court approval
  before there can be any indemnification of expenses where the person seeking
  indemnification has been found liable to the Company.
  
       As authorized by the Company's Certificate of Incorporation, the Company
  intends to enter into indemnification agreements with each of its directors,
  which provide for indemnification greater or otherwise different than that
  provided for in the Certificate of Incorporation or by the DGCL. Notwithstanding
  anything to the contrary in the Certificate of Incorporation, if the Company
  enters into a contract with any director providing for indemnification of the
  director, the provisions of the contract will exclusively govern the Company's
  obligations in respect of indemnification for or advancement of fees or
  disbursements of the director's counsel or any other professional engaged by the
  director.
  
  ITEM 7.  EXEMPTION FROM REGISTERED CLAIMED
  
       Not applicable.
  
  ITEM 8.  EXHIBITS
  
         4.1   Certificate of Incorporation of the Company (*)
  
         4.2   Amended and Restated Certificate of Incorporation of the Company 
               (*)
  
         4.3   Bylaws (*)
  
         4.4   Amended and Restated Bylaws of the Company (*)
  
        23.1   Consent of Arthur Andersen LLP
  
        23.2   Consent of Price Waterhouse LLP
  
        99.1   1998 Bristol Hotels & Resorts Stock Purchase Plan
  -----------
  
       (*)     Incorporated by reference to the Company's Registration Statement 
               on Form 10 (Commission File No. 1-14047).
  
  ITEM 9.  UNDERTAKINGS
  
           A.       The Company hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Registration Statement:
           (i) to include any prospectus required by Section 10(a)(3) of the
           Securities Act of 1933, as amended (the "Securities Act"), unless the
           information required to be included in such post-effective amendment is
           contained in periodic reports filed by the Company pursuant to Section
           13 or Section 15(d) of the Exchange Act and incorporated herein by
           reference; (ii) to reflect in the prospectus any facts or events
           arising after the effective date of this Registration Statement (or the
           most recent post-effective amendment thereof) which, individually or in
           the aggregate, represent a fundamental change in the information set
           forth in this Registration Statement unless the information required to
           be included in such post-effective amendment is contained in periodic
           reports filed by the Company pursuant to Section 13 or Section 15(d) of
           the Exchange Act and incorporated herein by reference; (iii) to include
           any material information with respect to the plan of distribution not
           previously disclosed in this Registration Statement or any material
           change to such information in this Registration Statement;
  
                                        -3-
  4
  
                    (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 that remain unsold at
           the termination of the offering.
  
           B. The Company hereby undertakes that, for purposes of determining any
  liability under the Securities Act, each filing of the Company's annual report
  pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
  incorporated by reference in this Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           C. Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Company pursuant to the foregoing provisions, or otherwise, the Company
  has been advised that in the opinion of the Commission such indemnification is
  against public policy as expressed in the Securities Act and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer or controlling person of the Company in the successful
  defense of any action, suit or proceeding) is asserted by such director,
  officer, or controlling person in connection with the securities being
  registered, the Company will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                        -4-
  5
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the Company
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on July 1,1998.
  
                                         BRISTOL HOTELS & RESORTS, INC.
  
                                         By:      /s/ J. Peter Kline
                                             ----------------------------------
                                                    J. Peter Kline
                                            Chairman and Chief Executive Officer
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated on July 1, 1998.
  Signature                                                  Title
                       ---------                                                  -----
  /s/ J. Peter Kline
  ----------------------------------------------               Chairman, Chief Executive Officer and Director     
                   J. Peter Kline                                      (Principal Executive Officer)              
                                                                                                                  
                                                                                                                  
           /s/ Jeffrey P. Mayer
  ----------------------------------------------                         Senior Vice President and                
                   Jeffrey P. Mayer                                       Chief Financial Officer                 
                                                                       (Principal Financial Officer)              
                                                                                                                  
           /s/ John D. Bailey                                      
  ----------------------------------------------                       Vice President and Controller 
                   John D. Bailey                                      (Principal Accounting Officer)                
                                                                       
           /s/ John A. Beckert                                                                                    
  ----------------------------------------------              President, Chief Operating Officer and Director
                   John A. Beckert
  
           /s/ Robert A. Whitman
  ----------------------------------------------                                  Director                        
                   Robert A. Whitman                                                                              
                                                                                                                  
           /s/ Reginald K. Brack, Jr.
  ----------------------------------------------                                  Director                        
                   Reginald K. Brack, Jr.                                                                         
                                                                                                                  
           /s/ James J. Pinto
  ----------------------------------------------                                  Director                        
                   James J. Pinto                                                                                 
                                                                                                                  
           /s/ David A. Dittman
  ----------------------------------------------                                  Director                        
                   David A. Dittman                                                                               
                                                                                                                  
           /s/ Thomas R. Oliver
  ----------------------------------------------                                  Director                        
                   Thomas R. Oliver                                                                               
                                                                                                                  
           /s/ Kurt C. Read
  ----------------------------------------------                                  Director
                   Kurt C. Read
  6
                                  INDEX TO EXHIBITS
  Exhibit
   No.                  Exhibit                                                        Page
  -------               -------                                                        ----
  4.1       Certificate of Incorporation of the Company (*)
  
   4.2       Amended and Restated Certificate of Incorporation of the Company (*)
  
   4.3       Bylaws (*)
  
   4.4       Amended and Restated Bylaws of the Company (*)
  
  23.1       Consent of Arthur Andersen LLP
  
  23.2       Consent of Price Waterhouse LLP
  
  99.1       1998 Bristol Hotels & Resorts Stock Purchase Plan
  -----------
  
  (*)      Incorporated by reference to the Company's Amended Registration 
           Statement on Form 10 (Commission File No. 1-14047).