content: <PAGE>   1
  
  
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1999.
                                               REGISTRATION NO. 333-_____________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                               ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                   ---------------
  
                                THOUSAND TRAILS, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
  
  
  <TABLE>
  <S>                                   <C>                                            <C>
                                              2711 LBJ FREEWAY, SUITE 200
               DELAWARE                           DALLAS, TEXAS 75234                        75-2138671
   (State or Other Jurisdiction of      (Address of Principal Executive Offices           (I.R.S. EMPLOYER
    Incorporation or Organization)                Including Zip Code)                  IDENTIFICATION NUMBER)
  </TABLE>
  
                               ----------------------
                                THOUSAND TRAILS, INC.
                            EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
                               ----------------------
                               WALTER B. JACCARD, ESQ.
                   VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY
                                THOUSAND TRAILS, INC.
                             2711 LBJ FREEWAY, SUITE 200
                                 DALLAS, TEXAS 75234
                       (Name and Address of Agent For Service)
                                ---------------------
  
                                   (972) 243-2228
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                  ----------------
  
                                     COPIES TO:
  
        IRWIN F. SENTILLES, III, ESQ.               DAVID I. SCHILLER, ESQ.
        GIBSON, DUNN & CRUTCHER LLP                 GIBSON, DUNN & CRUTCHER LLP
        1717 MAIN STREET, SUITE 5400                1717 MAIN STREET, SUITE 5400
        DALLAS, TEXAS  75201                        DALLAS, TEXAS  75201
  
                               ----------------------
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                             PROPOSED MAXIMUM    PROPOSED MAXIMUM
    TITLE OF SECURITIES      AMOUNT TO BE     OFFERING PRICE        AGGREGATE            AMOUNT OF
      TO BE REGISTERED      REGISTERED (1)     PER SHARE (2)      OFFERING PRICE     REGISTRATION FEE
  -----------------------   --------------   ----------------    ----------------    ----------------
  <S>                       <C>              <C>                 <C>                 <C>
  COMMON STOCK, PAR VALUE   25,000 SHARES         $4.625             $115,625             $32.14
      $.01 PER SHARE
  </TABLE>
  
  (1)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
         amended (the "Securities Act"), this Registration Statement on Form S-8
         (this "Registration Statement") also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.
  
  (2)    Estimated in accordance with Rule 457(c) under the Securities Act, solely
         for the purpose of calculating the registration fee. The Proposed Maximum
         Offering Price Per Share and the Proposed Maximum Aggregate Offering
         Price are based on the average of the high and low prices of the Common
         Stock as reported on the American Stock Exchange on July 6, 1999.
  
  
  <PAGE>   2
  
  
                                    INTRODUCTION
  
           This Registration Statement on Form S-8 is filed by Thousand Trails,
  Inc., a Delaware corporation (the "Company"), relating to 25,000 Shares of
  Common Stock, par value $.01, to be made available through issuance of
  authorized but unissued shares, Treasury shares, and/or open market purchases to
  eligible employees of the Company, pursuant to the terms of the Thousand Trails,
  Inc. Employee Stock Purchase Plan (the "Plan"). Pursuant to the terms of the
  Plan, the Shares will be valued based on price quotations as reported on the
  American Stock Exchange.
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
           The information requested in Part I of this Registration Statement is
  included in the prospectus for the Plan, which the Company has excluded from
  this Registration Statement in accordance with the instructions to Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents that the Company has previously filed with the
  Securities and Exchange Commission (the "Commission") are hereby incorporated by
  reference into this Registration Statement:
  
       1.  The Company's latest annual report filed pursuant to Section 13(a) or
           15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
           Act");
  
       2.  All other reports filed by the Company pursuant to Section 13(a) or
           15(d) of the Exchange Act since the end of the fiscal year covered by
           Company's latest annual report referred to in 1. above; and
  
       3.  The description of the Shares set forth in the Registration Statement
           on Form S-1, filed by the Company with the Commission on March 4, 1997
           (Registration No. 333-22705), under which the Company registered the
           Shares under the Securities Act of 1933, as amended (the "Securities
           Act").
  
           All reports and other documents that the Company subsequently files
  with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
  Exchange Act, prior to the filing of a post-effective amendment indicating that
  all of the securities offered under this Registration Statement have been
  purchased or that deregisters the distribution of all such securities then
  remaining unsold, shall be deemed to be incorporated by reference into this
  Registration Statement from the date that the Company files such report or
  document. Any
  
  
                                         2
  <PAGE>   3
  
  statement contained in this Registration Statement or any report or document
  incorporated into this Registration Statement by reference, however, shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained in a subsequently dated report or
  document that is also considered part of this Registration Statement, or in any
  amendment to this Registration Statement, is inconsistent with such prior
  statement. The Company's file number with the Commission is 333-22705.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Inapplicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Inapplicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Under its Bylaws, the Registrant must indemnify its present and former
  directors and officers for the damages and expenses that they incur in
  connection with threatened or pending actions, suits, or proceedings arising
  because of their status as directors and officers, provided that they acted in
  good faith and in a manner that they reasonably believed to be in or not opposed
  to the best interests of the Registrant (or with respect to any criminal action
  or proceeding, provided that they had no reasonable cause to believe that their
  conduct was unlawful).
  
           The Registrant must advance funds to these individuals to enable them
  to defend any such threatened or pending action, suit, or proceeding. The
  Registrant cannot release such funds, however, until it receives an undertaking
  by or on behalf of the requesting individual to repay the amount if a court of
  competent jurisdiction ultimately determines that such individual is not
  entitled to indemnification.
  
           Section 145 of the Delaware Corporate Law provides that a corporation
  may indemnify any person who was or is a party or is threatened to be made a
  party to any threatened, pending or completed action, suit or proceeding whether
  civil, criminal, administrative or investigative (other than an action by or in
  the right of the corporation) by reason of the fact that such person is or was a
  director, officer, employee or agent of the corporation or is or was serving at
  the request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise,
  against expenses (including attorneys' fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred by him in connection with such
  action, suit or proceeding if such person acted in good faith and in a manner
  the person reasonably believed to be in or not opposed to the best interests of
  the Registrant, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe was unlawful. A similar standard of care is
  applicable in the case of derivative actions, except that indemnification only
  extends to expenses (including attorneys' fees) incurred in connection with
  defense or settlement of such an action and then, where the person is adjudged
  to be liable to the corporation, only if and to the extent that the Court of
  Chancery of the State of Delaware or the court in which such action was brought
  determines that such person is fairly and
  
  
                                         3
  <PAGE>   4
  
  reasonably entitled to such indemnity and then only for such expenses as the
  court shall deem proper.
  
           The Registrant has entered into Indemnity Agreements with its directors
  and officers contractually obligating the Registrant to provide indemnification
  rights substantially similar to those described above.
  
           The Registrant is empowered by Section 102(b)(7) of the Delaware
  Corporate Law to include a provision in its Certificate of Incorporation that
  limits a director's liability to the Registrant or its stockholders for monetary
  damages for breaches of his or her fiduciary duty as a director. The
  Registrant's Certificate of Incorporation states that directors shall not be
  liable for monetary damages for breaches of their fiduciary duty to the fullest
  extent permitted by the Delaware Corporate Law.
  
           The Registrant also maintains directors' and officers' insurance for
  certain expenses and losses.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Inapplicable.
  
  ITEM 8.  EXHIBITS.
  
           EXHIBIT NO.                    DESCRIPTION
           -----------                    -----------
              4.1      Thousand Trails, Inc. Employee Stock Purchase Plan
  
              5.1      Opinion of Gibson, Dunn & Crutcher LLP
  
             23.1      Consent of Arthur Andersen LLP
  
              24       Power of Attorney (included as part of signature page)
  
  ITEM 9.  UNDERTAKINGS.
  
           A. RULE 415 OFFERING. The undersigned registrant hereby undertakes:
  
              (1) To file, during any period in which offers or sales are being
           made, a post-effective amendment to this Registration Statement: (i) to
           include any prospectus required by Section 10(a)(3) of the Securities
           Act, (ii) to reflect in the prospectus any facts or events arising
           after the effective date of 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, and (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, provided, however, that
           clauses (i) and
  
  
                                          4
  <PAGE>   5
  
           (ii) do not apply if the information required to be included in a
           post-effective amendment by those clauses is contained in periodic
           reports filed with or furnished to the Commission by the registrant
           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; and
  
              (3) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold at
           the termination of the offering.
  
           B. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
  REFERENCE. The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act (and each filing of the Plan's annual report pursuant to 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. REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION
  STATEMENT ON FORM S-8. Insofar as indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                            [SIGNATURES ON THE NEXT PAGE]
  
  
                                          5
  <PAGE>   6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 this 21st day of July,
  1999.
  
                                  THOUSAND TRAILS, INC.
  
  
                                  By: /s/ William J. Shaw
                                      --------------------------------------------
                                      Name:  William J. Shaw
                                      Title: President and Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
           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. Each of the directors and/or officers of
  the Company whose signature appears below hereby appoints Walter B. Jaccard as
  his or her attorney-in-fact and agent, each with full power of substitution, for
  him or her and in his or her name, place and stead, to sign his or her name and
  on his or her behalf, in any and all capacities stated below, and to file with
  the Securities and Exchange Commission any and all amendments (including
  post-effective amendments) and supplements to this Registration Statement as
  appropriate, and to file the same, with all exhibits thereto, and other
  documents in connection therewith, and generally to do all such things in their
  behalf in their capacities as officers and directors to enable the Company to
  comply with the provisions of the Securities Act of 1933, and all requirements
  of the Securities and Exchange Commission.
  
  <TABLE>
  <CAPTION>
             NAME AND SIGNATURE                             TITLE                       DATE
  ---------------------------------------           ---------------------           -------------
  <S>                                               <C>                             <C>
  
  
      /s/ William J. Shaw                           Chairman of the Board           July 21, 1999
  ---------------------------------------
              William J. Shaw
  
  
      /s/ Andrew M. Boas                            Director                        July 21, 1999
  ---------------------------------------
              Andrew M. Boas
  
  
      /s/ William P. Kovacs                         Director                        July 21, 1999
  ---------------------------------------
              William P. Kovacs
  </TABLE>
  
  
                                         6
  <PAGE>   7
  
  <TABLE>
  <S>                                               <C>                             <C>
  
  
      /s/ Donald R. Leopold                           Director                        July 21, 1999
  ---------------------------------------
              Donald R. Leopold
  
  
      /s/ H. Sean Mathis                              Director                        July 21, 1999
  ---------------------------------------
              H. Sean Mathis
  
  
      /s/ Douglas K. Nelson                           Director                        July 21, 1999
  ---------------------------------------
              Douglas K. Nelson
  </TABLE>
  
  
                                         7
  <PAGE>   8
  
                                    EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
          EXHIBIT NO.                    DESCRIPTION
          -----------  ------------------------------------------------------
          <S>          <C>
              4.1      Thousand Trails, Inc. Employee Stock Purchase Plan
  
              5.1      Opinion of Gibson, Dunn & Crutcher LLP
  
             23.1      Consent of Arthur Andersen LLP
  
              24       Power of Attorney (included as part of signature page)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19107}]
metadata_filer: {"company-data": {"conformed-name": "THOUSAND TRAILS INC /DE/", "cik": "0001024124", "assigned-sic": "7000", "irs-number": "752138671", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83475", "film-number": "99668688"}, "business-address": {"street1": "2711 LBJ FREEWAY", "street2": "SUITE 200", "city": "DALLAS", "state": "TX", "zip": "75234", "phone": "9722432228"}, "mail-address": {"street1": "2711 LBJ FREEWAY", "street2": "SUITE 200", "city": "DALLAS", "state": "TX", "zip": "75234"}, "former-company": {"former-conformed-name": "NEW THOUSAND TRAILS INC", "date-changed": "19961002"}}
text: 1
  
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1999.
                                               REGISTRATION NO. 333-_____________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                               ----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                   ---------------
  
                                THOUSAND TRAILS, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  2711 LBJ FREEWAY, SUITE 200
               DELAWARE                           DALLAS, TEXAS 75234                        75-2138671
   (State or Other Jurisdiction of      (Address of Principal Executive Offices           (I.R.S. EMPLOYER
    Incorporation or Organization)                Including Zip Code)                  IDENTIFICATION NUMBER)
  ----------------------
                                THOUSAND TRAILS, INC.
                            EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
                               ----------------------
                               WALTER B. JACCARD, ESQ.
                   VICE PRESIDENT, GENERAL COUNSEL, AND SECRETARY
                                THOUSAND TRAILS, INC.
                             2711 LBJ FREEWAY, SUITE 200
                                 DALLAS, TEXAS 75234
                       (Name and Address of Agent For Service)
                                ---------------------
  
                                   (972) 243-2228
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                  ----------------
  
                                     COPIES TO:
  
        IRWIN F. SENTILLES, III, ESQ.               DAVID I. SCHILLER, ESQ.
        GIBSON, DUNN & CRUTCHER LLP                 GIBSON, DUNN & CRUTCHER LLP
        1717 MAIN STREET, SUITE 5400                1717 MAIN STREET, SUITE 5400
        DALLAS, TEXAS  75201                        DALLAS, TEXAS  75201
  
                               ----------------------
  
                           CALCULATION OF REGISTRATION FEE
  PROPOSED MAXIMUM    PROPOSED MAXIMUM
    TITLE OF SECURITIES      AMOUNT TO BE     OFFERING PRICE        AGGREGATE            AMOUNT OF
      TO BE REGISTERED      REGISTERED (1)     PER SHARE (2)      OFFERING PRICE     REGISTRATION FEE
  -----------------------   --------------   ----------------    ----------------    ----------------
  COMMON STOCK, PAR VALUE   25,000 SHARES         $4.625             $115,625             $32.14
      $.01 PER SHARE
  (1)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
         amended (the "Securities Act"), this Registration Statement on Form S-8
         (this "Registration Statement") also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein.
  
  (2)    Estimated in accordance with Rule 457(c) under the Securities Act, solely
         for the purpose of calculating the registration fee. The Proposed Maximum
         Offering Price Per Share and the Proposed Maximum Aggregate Offering
         Price are based on the average of the high and low prices of the Common
         Stock as reported on the American Stock Exchange on July 6, 1999.
  2
  
                                    INTRODUCTION
  
           This Registration Statement on Form S-8 is filed by Thousand Trails,
  Inc., a Delaware corporation (the "Company"), relating to 25,000 Shares of
  Common Stock, par value $.01, to be made available through issuance of
  authorized but unissued shares, Treasury shares, and/or open market purchases to
  eligible employees of the Company, pursuant to the terms of the Thousand Trails,
  Inc. Employee Stock Purchase Plan (the "Plan"). Pursuant to the terms of the
  Plan, the Shares will be valued based on price quotations as reported on the
  American Stock Exchange.
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
           The information requested in Part I of this Registration Statement is
  included in the prospectus for the Plan, which the Company has excluded from
  this Registration Statement in accordance with the instructions to Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents that the Company has previously filed with the
  Securities and Exchange Commission (the "Commission") are hereby incorporated by
  reference into this Registration Statement:
  
       1.  The Company's latest annual report filed pursuant to Section 13(a) or
           15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
           Act");
  
       2.  All other reports filed by the Company pursuant to Section 13(a) or
           15(d) of the Exchange Act since the end of the fiscal year covered by
           Company's latest annual report referred to in 1. above; and
  
       3.  The description of the Shares set forth in the Registration Statement
           on Form S-1, filed by the Company with the Commission on March 4, 1997
           (Registration No. 333-22705), under which the Company registered the
           Shares under the Securities Act of 1933, as amended (the "Securities
           Act").
  
           All reports and other documents that the Company subsequently files
  with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
  Exchange Act, prior to the filing of a post-effective amendment indicating that
  all of the securities offered under this Registration Statement have been
  purchased or that deregisters the distribution of all such securities then
  remaining unsold, shall be deemed to be incorporated by reference into this
  Registration Statement from the date that the Company files such report or
  document. Any
  
                                         2
  3
  
  statement contained in this Registration Statement or any report or document
  incorporated into this Registration Statement by reference, however, shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained in a subsequently dated report or
  document that is also considered part of this Registration Statement, or in any
  amendment to this Registration Statement, is inconsistent with such prior
  statement. The Company's file number with the Commission is 333-22705.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Inapplicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Inapplicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Under its Bylaws, the Registrant must indemnify its present and former
  directors and officers for the damages and expenses that they incur in
  connection with threatened or pending actions, suits, or proceedings arising
  because of their status as directors and officers, provided that they acted in
  good faith and in a manner that they reasonably believed to be in or not opposed
  to the best interests of the Registrant (or with respect to any criminal action
  or proceeding, provided that they had no reasonable cause to believe that their
  conduct was unlawful).
  
           The Registrant must advance funds to these individuals to enable them
  to defend any such threatened or pending action, suit, or proceeding. The
  Registrant cannot release such funds, however, until it receives an undertaking
  by or on behalf of the requesting individual to repay the amount if a court of
  competent jurisdiction ultimately determines that such individual is not
  entitled to indemnification.
  
           Section 145 of the Delaware Corporate Law provides that a corporation
  may indemnify any person who was or is a party or is threatened to be made a
  party to any threatened, pending or completed action, suit or proceeding whether
  civil, criminal, administrative or investigative (other than an action by or in
  the right of the corporation) by reason of the fact that such person is or was a
  director, officer, employee or agent of the corporation or is or was serving at
  the request of the corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise,
  against expenses (including attorneys' fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred by him in connection with such
  action, suit or proceeding if such person acted in good faith and in a manner
  the person reasonably believed to be in or not opposed to the best interests of
  the Registrant, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe was unlawful. A similar standard of care is
  applicable in the case of derivative actions, except that indemnification only
  extends to expenses (including attorneys' fees) incurred in connection with
  defense or settlement of such an action and then, where the person is adjudged
  to be liable to the corporation, only if and to the extent that the Court of
  Chancery of the State of Delaware or the court in which such action was brought
  determines that such person is fairly and
  
                                         3
  4
  
  reasonably entitled to such indemnity and then only for such expenses as the
  court shall deem proper.
  
           The Registrant has entered into Indemnity Agreements with its directors
  and officers contractually obligating the Registrant to provide indemnification
  rights substantially similar to those described above.
  
           The Registrant is empowered by Section 102(b)(7) of the Delaware
  Corporate Law to include a provision in its Certificate of Incorporation that
  limits a director's liability to the Registrant or its stockholders for monetary
  damages for breaches of his or her fiduciary duty as a director. The
  Registrant's Certificate of Incorporation states that directors shall not be
  liable for monetary damages for breaches of their fiduciary duty to the fullest
  extent permitted by the Delaware Corporate Law.
  
           The Registrant also maintains directors' and officers' insurance for
  certain expenses and losses.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Inapplicable.
  
  ITEM 8.  EXHIBITS.
  
           EXHIBIT NO.                    DESCRIPTION
           -----------                    -----------
              4.1      Thousand Trails, Inc. Employee Stock Purchase Plan
  
              5.1      Opinion of Gibson, Dunn & Crutcher LLP
  
             23.1      Consent of Arthur Andersen LLP
  
              24       Power of Attorney (included as part of signature page)
  
  ITEM 9.  UNDERTAKINGS.
  
           A. RULE 415 OFFERING. The undersigned registrant hereby undertakes:
  
              (1) To file, during any period in which offers or sales are being
           made, a post-effective amendment to this Registration Statement: (i) to
           include any prospectus required by Section 10(a)(3) of the Securities
           Act, (ii) to reflect in the prospectus any facts or events arising
           after the effective date of 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, and (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, provided, however, that
           clauses (i) and
  
                                          4
  5
  
           (ii) do not apply if the information required to be included in a
           post-effective amendment by those clauses is contained in periodic
           reports filed with or furnished to the Commission by the registrant
           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; and
  
              (3) To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold at
           the termination of the offering.
  
           B. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
  REFERENCE. The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
  Act (and each filing of the Plan's annual report pursuant to 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. REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION
  STATEMENT ON FORM S-8. Insofar as indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                            [SIGNATURES ON THE NEXT PAGE]
  
                                          5
  6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 this 21st day of July,
  1999.
  
                                  THOUSAND TRAILS, INC.
  
                                  By: /s/ William J. Shaw
                                      --------------------------------------------
                                      Name:  William J. Shaw
                                      Title: President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           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. Each of the directors and/or officers of
  the Company whose signature appears below hereby appoints Walter B. Jaccard as
  his or her attorney-in-fact and agent, each with full power of substitution, for
  him or her and in his or her name, place and stead, to sign his or her name and
  on his or her behalf, in any and all capacities stated below, and to file with
  the Securities and Exchange Commission any and all amendments (including
  post-effective amendments) and supplements to this Registration Statement as
  appropriate, and to file the same, with all exhibits thereto, and other
  documents in connection therewith, and generally to do all such things in their
  behalf in their capacities as officers and directors to enable the Company to
  comply with the provisions of the Securities Act of 1933, and all requirements
  of the Securities and Exchange Commission.
  NAME AND SIGNATURE                             TITLE                       DATE
  ---------------------------------------           ---------------------           -------------
  /s/ William J. Shaw                           Chairman of the Board           July 21, 1999
  ---------------------------------------
              William J. Shaw
  
      /s/ Andrew M. Boas                            Director                        July 21, 1999
  ---------------------------------------
              Andrew M. Boas
  
      /s/ William P. Kovacs                         Director                        July 21, 1999
  ---------------------------------------
              William P. Kovacs
  6
  7
  /s/ Donald R. Leopold                           Director                        July 21, 1999
  ---------------------------------------
              Donald R. Leopold
  
      /s/ H. Sean Mathis                              Director                        July 21, 1999
  ---------------------------------------
              H. Sean Mathis
  
      /s/ Douglas K. Nelson                           Director                        July 21, 1999
  ---------------------------------------
              Douglas K. Nelson
  7
  8
  
                                    EXHIBIT INDEX
  EXHIBIT NO.                    DESCRIPTION
          -----------  ------------------------------------------------------
  4.1      Thousand Trails, Inc. Employee Stock Purchase Plan
  
              5.1      Opinion of Gibson, Dunn & Crutcher LLP
  
             23.1      Consent of Arthur Andersen LLP
  
              24       Power of Attorney (included as part of signature page)