content: <PAGE>   1
    As filed with the Securities and Exchange Commission on November 12, 1997
                                                           Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
            ------------------------------------------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
            ------------------------------------------------------------
  
                               PEGASUS SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)
  
              DELAWARE                                          75-2605174
  (State or other jurisdiction of                             (I.R.S. Employer
   incorporation or organization)                             Identification No.)
  
   3811 TURTLE CREEK BOULEVARD, SUITE 1100                         75219
            DALLAS, TEXAS 75219                                  (Zip Code)
       (Address of Executive Offices)                           
                                                                         
                   -------------------------------------------
  
                         1997 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
  
                                 JOHN F. DAVIS III
                               PEGASUS SYSTEMS, INC.
                      3811 TURTLE CREEK BOULEVARD, SUITE 1100
                                DALLAS, TEXAS 75219
                                   (214) 528-5656
   (Name, address and telephone number, including area code, of agent for service)
  
                   -------------------------------------------
  
                                  With Copies To:
  
                                   GUY KERR, ESQ.
                             LOCKE PURNELL RAIN HARRELL
                            (A PROFESSIONAL CORPORATION)
                            2200 ROSS AVENUE, SUITE 2200
                             DALLAS, TEXAS   75201-6776
  
   
                         CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  -----------------------------------------------------------------------------------------------------
            TITLE                               PROPOSED        PROPOSED MAXIMUM
        OF SECURITIES          AMOUNT TO         MAXIMUM       AGGREGATE OFFERING         AMOUNT OF
      TO BE REGISTERED       BE REGISTERED      OFFERING           PRICE (1)           REGISTRATION FEE
                                                  PRICE
                                              PER SHARE (1)
  -----------------------------------------------------------------------------------------------------
       <S>                  <C>                 <C>               <C>                     <C>
        Common Stock,       500,000 shares      $16.29            $8,145,000              $2,469.00
       $.01 Par Value
  -----------------------------------------------------------------------------------------------------
  </TABLE>
  
   (1)  Estimated in accordance with Rule 457(h) under the Securities Act of
   1933, as amended, solely for purposes of calculating the registration fee,
   based on the average of the high and low prices reported on the Nasdaq
   National Market on November 5, 1997.
  
        In addition, pursuant to Rule 416 under the Securities Act of 1933, as
   amended, this Registration Statement also covers shares of Common Stock of the
   Company issuable to prevent dilution resulting from stock splits, stock
   dividends or similar transactions.
  <PAGE>   2
                                      PART I
               INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
           The information specified by Item 1 and Item 2 of Part I of Form S-8
  is omitted from this filing in accordance with the provisions of Rule 428 under
  the Securities Act of 1933, as amended (the "Securities Act"), and the
  introductory Note to Part I of Form S-8.
  
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The documents set forth below are incorporated by reference in this
  Registration Statement.  All documents subsequently filed by Pegasus Systems,
  Inc. (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 have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference into this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  Any statement contained in a document incorporated or deemed to be incorporated
  by reference herein shall be deemed to be modified or superseded for purposes
  of this Registration Statement to the extent a statement contained herein or in
  any other subsequently filed document which 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.
  
           (1)     The Company's Quarterly Report on Form 10-Q for the quarter
                   ended June 30, 1997;
  
           (2)     The Company's Prospectus on Form 424(b) filed with the
                   Securities and Exchange Commission on August 7, 1997; and
  
           (3)     The description of the Common Stock which is contained in the
                   Company's Registration Statement on Form 8-A filed with the
                   Securities and Exchange Commission on August 4, 1997 pursuant
                   to Section 12 of the Exchange Act, and all amendments thereto
                   and reports which have been filed for the purpose of updating
                   such description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  
  
  
  
                                        -2-
  <PAGE>   3
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law (the "DGCL")
  provides, in effect, that any person made a party to any action by reason of
  the fact that he is or was a director, officer, employee or agent of the
  Company may and, in certain cases, must be indemnified by the Company against,
  in the case of a non-derivative action, judgments, fines, amounts paid in
  settlement and reasonable expenses (including attorney's fees) incurred by him
  or her as a result of such action, and in the case of a derivative action,
  against expenses (including attorney's fees), if in either type of action he or
  she acted in good faith and in a manner he or she reasonably believed to be in
  or not opposed to the best interests of the Company.  This indemnification does
  not apply, in a derivative action, to matters as to which it is adjudged that
  the director, officer, employee or agent is liable to the Company, unless upon
  court order it is determined that, despite such adjudication of liability, but
  in view of all the circumstances of the case, he or she is fairly and
  reasonably entitled to indemnity for expenses, and, in a non-derivative action,
  to any criminal proceeding in which such person had reasonable cause to believe
  his conduct was unlawful.
  
           Article Eight of the Company's Second Amended and Restated Certificate
  of Incorporation provides that no director of the Company shall be liable to
  the Company or its stockholders for monetary damages for breach of fiduciary
  duty as a director to the fullest extent permitted by the DGCL.
  
           Article Eight of the Company's Second Amended and Restated Certificate
  of Incorporation also provides that the Company may indemnify to the fullest
  extent permitted by Delaware law any and all of its directors and officers, or
  former directors and officers, or any person who may have served at the
  Company's request as a director or officer of another corporation, partnership,
  joint venture, trust or other enterprise.  In addition, Section 7.7 of the
  Company's Amended and Restated Bylaws provides that the Company shall indemnify
  to the fullest extent permitted by Delaware law any and all of its directors
  and officers, or former directors and officers, or any person who may have
  served at the Company's request as a director or officer of another
  corporation, partnership, joint venture, trust or other enterprise and may
  indemnify to the fully extent permitted by Delaware law any employees and
  agents of the Company.
  
            Reference is made to the Rights Agreement filed as Exhibit 4.3 to the
  Company's Registration Statement on Form S-1 (File No. 333-28595) (the "S-1
  Registration Statement") declared effective on August 6, 1997, pursuant to
  which certain holders of capital stock of the Company named therein have agreed
  to indemnify officers and directors of the Company against certain liabilities
  under the Securities Act or the Exchange Act in the event Registrable
  Securities (as defined therein) held by such holders are included in the
  securities to be registered pursuant to a public offering by the Company.
  
           The Company has purchased directors' and officers' liability
  insurance.  Subject to conditions, limitations and exclusions in the policy,
  the insurance covers amounts required to be paid for a claim or claims made
  against directors and officers for any act, error, omission, misstatement,
  misleading statement or breach of duty by directors and officers in their
  capacity as directors and officers of the Company.
  
  
  
  
  
                                        -3-
  <PAGE>   4
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
           5.1     Opinion of Locke Purnell Rain Harrell (A Professional
                   Corporation).
  
           23.1    Consent of Price Waterhouse LLP, Independent Accountants.
  
           23.2    Consent of Locke Purnell Rain Harrell (A Professional
                   Corporation) (included in opinion filed as Exhibit 5.1).
  
           24.1    Power of Attorney (included on the signature pages of this
                   Registration Statement).
  
           99.1    1997 Employee Stock Purchase Plan.
  
  
  ITEM 9.  UNDERTAKINGS.
  
           The Company hereby undertakes:
  
           (1)     To file, during any period in which offers or sales are being
                   made, a post-effective amendment to this Registration
                   Statement:
  
                   (i)      To include any prospectus required by Section
                            10(a)(3) of the Securities Act;
  
                  (ii)      To reflect in the prospectus any facts or events
                            arising after the effective date of 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.
                            Notwithstanding the foregoing, any increase or
                            decrease in volume of securities offered (if the
                            total dollar value of securities offered would not
                            exceed that which was registered) and any deviation
                            from the low or high end of the estimated maximum
                            offering range may be reflected in the form of
                            prospectus filed with the Commission pursuant to Rule
                            424(b) if, in the aggregate, the changes in volume
                            and price represent no more than a 20% change in the
                            maximum aggregate offering price set forth in the
                            "Calculation of Registration Fee" table in the
                            effective registration statement;
  
  
  
  
  
                                        -4-
  <PAGE>   5
                 (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 paragraphs (1)(i) and (1)(ii) do not
                   apply if the information required to be included in a
                   post-effective amendment by those paragraphs is contained in
                   periodic reports filed with or furnished to the Commission by
                   the Company pursuant to Section 13 or Section 15(d) of the
                   Exchange Act that are incorporated by reference in this
                   Registration Statement.
  
           (2)     That, for the purpose of determining any liability under the
                   Securities Act, each such post-effective amendment shall be
                   deemed to be a new registration statement relating to the
                   securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial bona
                   fide offering thereof.
  
           (3)     To remove from registration by means of a post-effective
                   amendment any of the securities being registered which remain
                   unsold at the termination of the offering.
  
           (4)     That, for purposes of determining any liability under the
                   Securities Act, each filing of the Company's annual report
                   pursuant to Section 13(a) or Section 15(d) of the Exchange Act
                   (and, where applicable, each filing of an employee benefit
                   plan's annual report pursuant to Section 15(d) of the Exchange
                   Act) that is incorporated by reference in 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.
  
           (5)     Insofar as indemnification for liabilities arising under the
                   Securities Act may be permitted to directors, officers and
                   controlling persons of the Company pursuant to the foregoing
                   provisions, or otherwise, the Company has been advised that in
                   the opinion of the Securities and Exchange Commission such
                   indemnification is against public policy as expressed in the
                   Securities Act and is, therefore, unenforceable.  In the event
                   that a claim for indemnification against such liabilities
                   (other than the payment by the 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.
  
  
  
  
  
                                        -5-
  <PAGE>   6
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, 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 November
  12, 1997.
  
                                     PEGASUS SYSTEMS, INC.
  
  
                                     By:  /s/ John F. Davis, III
                                          --------------------------------------
                                          John F. Davis, III
                                          Chief Executive Officer, President and
                                          Director
  
  
  
  
  
                                        -6-
  <PAGE>   7
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose
  signature appears below hereby constitutes and appoints each of John F. Davis,
  III, Jerome L. Galant and Ric L. Floyd, and each of them, his or her true and
  lawful attorneys-in-fact and agents, with full power of substitution and
  resubstitution, for him or her and in his or her name, place and stead, in any
  and all capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and all other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and
  agents, and each of them, full power and authority to do and perform each and
  every act and thing requisite and necessary to be done on and about the
  premises as fully and to all intents and purposes as he or she might or could
  do in person, hereby ratifying and confirming all that said attorneys-in-fact
  and agents, or any of them, or their substitute or substitutes, may lawfully do
  or cause to be done by virtue hereof.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  
  
  
  <TABLE>
  <CAPTION>
                 SIGNATURES                      TITLE                                   DATE
                 ----------                      -----                                   ----
            <S>                            <C>                                        <C>
            /s/ John F. Davis              Chief Executive Officer,                   November 12, 1997
            ----------------------------   President and Director                                      
            John F. Davis, III             (Principal Executive Officer) 
                                                                         
            /s/ Jerome L. Galant           Chief Financial Officer                    November 12, 1997
            ----------------------------   (Principal Financial and                                    
            Jerome L. Galant               Accounting Officer)      
                                                                    
  
            /s/ John W. Biggs              Director                                   November 12, 1997
            ----------------------------                                                               
            John W. Biggs
  
            /s/ Donald R. Dixon            Director                                   November 12, 1997
            ----------------------------                                                               
            Donald R. Dixon
            /s/ William C. Hammett, Jr.    Director                                   November 12, 1997
            ----------------------------                                                               
            William C. Hammett, Jr.
  
            /s/ Ian Malcolm Highet         Director                                   November 12, 1997
            ----------------------------                                                               
            Ian Malcolm Highet
  
            /s/ Rockwell A. Schnabel       Director                                   November 12, 1997
            ----------------------------                                                               
            Rockwell A. Schnabel
  
            /s/ Paul Travers               Director                                   November 12, 1997
            ----------------------------                                                               
            Paul Travers
  
            /s/ Mark C. Wells              Director                                   November 12, 1997
            ----------------------------                                                               
            Mark C. Wells
  
            /s/ Bruce Wolff                Director                                   November 12, 1997
            ----------------------------                                                               
            Bruce Wolff
  </TABLE>
  
  
  
  
  
                                        -7-
  <PAGE>   8
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
         Exhibit                                                         
         Number                             Exhibit                      
         ------                             -------
         <S>          <C>
         5.1          Opinion of Locke Purnell Rain Harrell (A Professional Corporation).
  
         23.1         Consent of Price Waterhouse LLP, Independent Accountants.
  
         23.2         Consent of Locke Purnell Rain Harrell (A Professional Corporation) (included in opinion filed
                      as Exhibit 5.1).
  
         24.1         Power of Attorney (included on the signature pages of this Registration Statement).
  
         99.1         1997 Employee Stock Purchase Plan.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21930}]
metadata_filer: {"company-data": {"conformed-name": "PEGASUS SYSTEMS INC", "cik": "0001040261", "assigned-sic": "7374", "irs-number": "752605174", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40035", "film-number": "97714900"}, "business-address": {"street1": "3811 TURTLE CREEK BLVD", "street2": "STE 1100", "city": "DALLAS", "state": "TX", "zip": "75219", "phone": "2145285656"}, "mail-address": {"street1": "3811 TURTLE CREEK BLVD", "street2": "STE 1100", "city": "DALLAS", "state": "TX", "zip": "75219"}}
text: 1
    As filed with the Securities and Exchange Commission on November 12, 1997
                                                           Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
            ------------------------------------------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
            ------------------------------------------------------------
  
                               PEGASUS SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)
  
              DELAWARE                                          75-2605174
  (State or other jurisdiction of                             (I.R.S. Employer
   incorporation or organization)                             Identification No.)
  
   3811 TURTLE CREEK BOULEVARD, SUITE 1100                         75219
            DALLAS, TEXAS 75219                                  (Zip Code)
       (Address of Executive Offices)                           
                                                                         
                   -------------------------------------------
  
                         1997 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
  
                                 JOHN F. DAVIS III
                               PEGASUS SYSTEMS, INC.
                      3811 TURTLE CREEK BOULEVARD, SUITE 1100
                                DALLAS, TEXAS 75219
                                   (214) 528-5656
   (Name, address and telephone number, including area code, of agent for service)
  
                   -------------------------------------------
  
                                  With Copies To:
  
                                   GUY KERR, ESQ.
                             LOCKE PURNELL RAIN HARRELL
                            (A PROFESSIONAL CORPORATION)
                            2200 ROSS AVENUE, SUITE 2200
                             DALLAS, TEXAS   75201-6776
  
   
                         CALCULATION OF REGISTRATION FEE
  -----------------------------------------------------------------------------------------------------
            TITLE                               PROPOSED        PROPOSED MAXIMUM
        OF SECURITIES          AMOUNT TO         MAXIMUM       AGGREGATE OFFERING         AMOUNT OF
      TO BE REGISTERED       BE REGISTERED      OFFERING           PRICE (1)           REGISTRATION FEE
                                                  PRICE
                                              PER SHARE (1)
  -----------------------------------------------------------------------------------------------------
  Common Stock,       500,000 shares      $16.29            $8,145,000              $2,469.00
       $.01 Par Value
  -----------------------------------------------------------------------------------------------------
  (1)  Estimated in accordance with Rule 457(h) under the Securities Act of
   1933, as amended, solely for purposes of calculating the registration fee,
   based on the average of the high and low prices reported on the Nasdaq
   National Market on November 5, 1997.
  
        In addition, pursuant to Rule 416 under the Securities Act of 1933, as
   amended, this Registration Statement also covers shares of Common Stock of the
   Company issuable to prevent dilution resulting from stock splits, stock
   dividends or similar transactions.
  2
                                      PART I
               INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
           The information specified by Item 1 and Item 2 of Part I of Form S-8
  is omitted from this filing in accordance with the provisions of Rule 428 under
  the Securities Act of 1933, as amended (the "Securities Act"), and the
  introductory Note to Part I of Form S-8.
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The documents set forth below are incorporated by reference in this
  Registration Statement.  All documents subsequently filed by Pegasus Systems,
  Inc. (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 have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference into this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  Any statement contained in a document incorporated or deemed to be incorporated
  by reference herein shall be deemed to be modified or superseded for purposes
  of this Registration Statement to the extent a statement contained herein or in
  any other subsequently filed document which 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.
  
           (1)     The Company's Quarterly Report on Form 10-Q for the quarter
                   ended June 30, 1997;
  
           (2)     The Company's Prospectus on Form 424(b) filed with the
                   Securities and Exchange Commission on August 7, 1997; and
  
           (3)     The description of the Common Stock which is contained in the
                   Company's Registration Statement on Form 8-A filed with the
                   Securities and Exchange Commission on August 4, 1997 pursuant
                   to Section 12 of the Exchange Act, and all amendments thereto
                   and reports which have been filed for the purpose of updating
                   such description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
                                        -2-
  3
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 145 of the Delaware General Corporation Law (the "DGCL")
  provides, in effect, that any person made a party to any action by reason of
  the fact that he is or was a director, officer, employee or agent of the
  Company may and, in certain cases, must be indemnified by the Company against,
  in the case of a non-derivative action, judgments, fines, amounts paid in
  settlement and reasonable expenses (including attorney's fees) incurred by him
  or her as a result of such action, and in the case of a derivative action,
  against expenses (including attorney's fees), if in either type of action he or
  she acted in good faith and in a manner he or she reasonably believed to be in
  or not opposed to the best interests of the Company.  This indemnification does
  not apply, in a derivative action, to matters as to which it is adjudged that
  the director, officer, employee or agent is liable to the Company, unless upon
  court order it is determined that, despite such adjudication of liability, but
  in view of all the circumstances of the case, he or she is fairly and
  reasonably entitled to indemnity for expenses, and, in a non-derivative action,
  to any criminal proceeding in which such person had reasonable cause to believe
  his conduct was unlawful.
  
           Article Eight of the Company's Second Amended and Restated Certificate
  of Incorporation provides that no director of the Company shall be liable to
  the Company or its stockholders for monetary damages for breach of fiduciary
  duty as a director to the fullest extent permitted by the DGCL.
  
           Article Eight of the Company's Second Amended and Restated Certificate
  of Incorporation also provides that the Company may indemnify to the fullest
  extent permitted by Delaware law any and all of its directors and officers, or
  former directors and officers, or any person who may have served at the
  Company's request as a director or officer of another corporation, partnership,
  joint venture, trust or other enterprise.  In addition, Section 7.7 of the
  Company's Amended and Restated Bylaws provides that the Company shall indemnify
  to the fullest extent permitted by Delaware law any and all of its directors
  and officers, or former directors and officers, or any person who may have
  served at the Company's request as a director or officer of another
  corporation, partnership, joint venture, trust or other enterprise and may
  indemnify to the fully extent permitted by Delaware law any employees and
  agents of the Company.
  
            Reference is made to the Rights Agreement filed as Exhibit 4.3 to the
  Company's Registration Statement on Form S-1 (File No. 333-28595) (the "S-1
  Registration Statement") declared effective on August 6, 1997, pursuant to
  which certain holders of capital stock of the Company named therein have agreed
  to indemnify officers and directors of the Company against certain liabilities
  under the Securities Act or the Exchange Act in the event Registrable
  Securities (as defined therein) held by such holders are included in the
  securities to be registered pursuant to a public offering by the Company.
  
           The Company has purchased directors' and officers' liability
  insurance.  Subject to conditions, limitations and exclusions in the policy,
  the insurance covers amounts required to be paid for a claim or claims made
  against directors and officers for any act, error, omission, misstatement,
  misleading statement or breach of duty by directors and officers in their
  capacity as directors and officers of the Company.
  
                                        -3-
  4
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
           5.1     Opinion of Locke Purnell Rain Harrell (A Professional
                   Corporation).
  
           23.1    Consent of Price Waterhouse LLP, Independent Accountants.
  
           23.2    Consent of Locke Purnell Rain Harrell (A Professional
                   Corporation) (included in opinion filed as Exhibit 5.1).
  
           24.1    Power of Attorney (included on the signature pages of this
                   Registration Statement).
  
           99.1    1997 Employee Stock Purchase Plan.
  
  ITEM 9.  UNDERTAKINGS.
  
           The Company hereby undertakes:
  
           (1)     To file, during any period in which offers or sales are being
                   made, a post-effective amendment to this Registration
                   Statement:
  
                   (i)      To include any prospectus required by Section
                            10(a)(3) of the Securities Act;
  
                  (ii)      To reflect in the prospectus any facts or events
                            arising after the effective date of 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.
                            Notwithstanding the foregoing, any increase or
                            decrease in volume of securities offered (if the
                            total dollar value of securities offered would not
                            exceed that which was registered) and any deviation
                            from the low or high end of the estimated maximum
                            offering range may be reflected in the form of
                            prospectus filed with the Commission pursuant to Rule
                            424(b) if, in the aggregate, the changes in volume
                            and price represent no more than a 20% change in the
                            maximum aggregate offering price set forth in the
                            "Calculation of Registration Fee" table in the
                            effective registration statement;
  
                                        -4-
  5
                 (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 paragraphs (1)(i) and (1)(ii) do not
                   apply if the information required to be included in a
                   post-effective amendment by those paragraphs is contained in
                   periodic reports filed with or furnished to the Commission by
                   the Company pursuant to Section 13 or Section 15(d) of the
                   Exchange Act that are incorporated by reference in this
                   Registration Statement.
  
           (2)     That, for the purpose of determining any liability under the
                   Securities Act, each such post-effective amendment shall be
                   deemed to be a new registration statement relating to the
                   securities offered therein, and the offering of such
                   securities at that time shall be deemed to be the initial bona
                   fide offering thereof.
  
           (3)     To remove from registration by means of a post-effective
                   amendment any of the securities being registered which remain
                   unsold at the termination of the offering.
  
           (4)     That, for purposes of determining any liability under the
                   Securities Act, each filing of the Company's annual report
                   pursuant to Section 13(a) or Section 15(d) of the Exchange Act
                   (and, where applicable, each filing of an employee benefit
                   plan's annual report pursuant to Section 15(d) of the Exchange
                   Act) that is incorporated by reference in 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.
  
           (5)     Insofar as indemnification for liabilities arising under the
                   Securities Act may be permitted to directors, officers and
                   controlling persons of the Company pursuant to the foregoing
                   provisions, or otherwise, the Company has been advised that in
                   the opinion of the Securities and Exchange Commission such
                   indemnification is against public policy as expressed in the
                   Securities Act and is, therefore, unenforceable.  In the event
                   that a claim for indemnification against such liabilities
                   (other than the payment by the 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.
  
                                        -5-
  6
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, 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 November
  12, 1997.
  
                                     PEGASUS SYSTEMS, INC.
  
                                     By:  /s/ John F. Davis, III
                                          --------------------------------------
                                          John F. Davis, III
                                          Chief Executive Officer, President and
                                          Director
  
                                        -6-
  7
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose
  signature appears below hereby constitutes and appoints each of John F. Davis,
  III, Jerome L. Galant and Ric L. Floyd, and each of them, his or her true and
  lawful attorneys-in-fact and agents, with full power of substitution and
  resubstitution, for him or her and in his or her name, place and stead, in any
  and all capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and all other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and
  agents, and each of them, full power and authority to do and perform each and
  every act and thing requisite and necessary to be done on and about the
  premises as fully and to all intents and purposes as he or she might or could
  do in person, hereby ratifying and confirming all that said attorneys-in-fact
  and agents, or any of them, or their substitute or substitutes, may lawfully do
  or cause to be done by virtue hereof.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  SIGNATURES                      TITLE                                   DATE
                 ----------                      -----                                   ----
  /s/ John F. Davis              Chief Executive Officer,                   November 12, 1997
            ----------------------------   President and Director                                      
            John F. Davis, III             (Principal Executive Officer) 
                                                                         
            /s/ Jerome L. Galant           Chief Financial Officer                    November 12, 1997
            ----------------------------   (Principal Financial and                                    
            Jerome L. Galant               Accounting Officer)      
                                                                    
  
            /s/ John W. Biggs              Director                                   November 12, 1997
            ----------------------------                                                               
            John W. Biggs
  
            /s/ Donald R. Dixon            Director                                   November 12, 1997
            ----------------------------                                                               
            Donald R. Dixon
            /s/ William C. Hammett, Jr.    Director                                   November 12, 1997
            ----------------------------                                                               
            William C. Hammett, Jr.
  
            /s/ Ian Malcolm Highet         Director                                   November 12, 1997
            ----------------------------                                                               
            Ian Malcolm Highet
  
            /s/ Rockwell A. Schnabel       Director                                   November 12, 1997
            ----------------------------                                                               
            Rockwell A. Schnabel
  
            /s/ Paul Travers               Director                                   November 12, 1997
            ----------------------------                                                               
            Paul Travers
  
            /s/ Mark C. Wells              Director                                   November 12, 1997
            ----------------------------                                                               
            Mark C. Wells
  
            /s/ Bruce Wolff                Director                                   November 12, 1997
            ----------------------------                                                               
            Bruce Wolff
  -7-
  8
                                 INDEX TO EXHIBITS
  Exhibit                                                         
         Number                             Exhibit                      
         ------                             -------
  5.1          Opinion of Locke Purnell Rain Harrell (A Professional Corporation).
  
         23.1         Consent of Price Waterhouse LLP, Independent Accountants.
  
         23.2         Consent of Locke Purnell Rain Harrell (A Professional Corporation) (included in opinion filed
                      as Exhibit 5.1).
  
         24.1         Power of Attorney (included on the signature pages of this Registration Statement).
  
         99.1         1997 Employee Stock Purchase Plan.