content: <PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1996.
                                                       Registration No. 333-______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                  ----------------
  
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                  ----------------
  
                             WYNDHAM HOTEL CORPORATION
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                            75-263-6072
  (State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                            Identification Number)
  
                                 2001 BRYAN STREET
                                     SUITE 2300
                                DALLAS, TEXAS  75201
                (Address of Principal Executive Offices) (Zip Code)
  
                                  ----------------
  
                     WYNDHAM EMPLOYEE SAVINGS & RETIREMENT PLAN
                              (Full title of the plan)
  
                              CARLA S. MORELAND, ESQ.
                          VICE PRESIDENT - GENERAL COUNSEL
                                   AND SECRETARY
                             WYNDHAM HOTEL CORPORATION
                                 2001 BRYAN STREET
                                     SUITE 2300
                                DALLAS, TEXAS  75201
                                   (214) 863-1000
    (Name and address, including zip code, and telephone number, including area
                            code, of agent for service)
  
                                  ----------------
  
                                      Copy to:
                                    KENT JAMISON
                             LOCKE PURNELL RAIN HARRELL
                            (A PROFESSIONAL CORPORATION)
                                  2200 ROSS AVENUE
                                     SUITE 2200
                                DALLAS, TEXAS  75201
                                   (214) 740-8000
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =========================================================================================================================
      Title of Securities         Amount to be          Proposed Maximum         Proposed Maximum             Amount of
        to be Registered           Registered          Offering Price per       Aggregate Offering       Registration Fee *
                                                            Share *                   Price*
  - -------------------------------------------------------------------------------------------------------------------------
  <S>                          <C>                        <C>                     <C>                        <C>
  Common Stock, $.01 par       500,000 shares             $21.375                 $10,687,500                $3,685
  value
  =========================================================================================================================
  </TABLE>
  
  * Estimated solely for the purpose of calculating the registration fee.  This
  fee was calculated pursuant to Rule 457(c) and (h) under the Securities Act of
  1933, as amended, on the basis of the average of the high and low prices for
  the Common Stock of the Company on the New York Stock Exchange on July 15,
  1996.
  
    In addition, pursuant to Rule 416 under the Securities Act of 1933, as
  amended, this Registration Statement also covers (i) shares of Common Stock of
  the Company issuable to prevent dilution resulting from stock splits, stock
  dividends or similar transactions and (ii) an indeterminate amount of interests
  in the employee benefit plan described herein to be offered or sold pursuant to
  the plan described herein.
  <PAGE>   2
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.
  
           The information specified by Item 1 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.  The document(s) containing the information
  specified in Part I will be sent or given to employees as specified by Rule
  428(b)(1).
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The information specified by 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, and the introductory note to Part I of Form S-8.  The
  document(s) containing the information specified in Part I will be sent or
  given to employees as specified by Rule 428(b)(1).
  
  
  
  
  
                                        I-1
  <PAGE>   3
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The documents set forth below are hereby incorporated by reference in
  this Registration Statement.  All documents subsequently filed by Wyndham Hotel
  Corporation, a Delaware corporation (the "Company"), and the Wyndham Employee
  Savings & Retirement Plan (the "Plan") 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 that indicates that
  the securities offered hereby have been sold or which deregisters the
  securities offered hereby then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part
  hereof commencing on the respective dates on which such documents are filed.
  
                   (1)      The Company's prospectus filed May 22, 1996 and
           relating to the Form S-1 Registration Statement (Registration Number
           333-2214) pursuant to Rule 424(b) under the Securities Act.
  
                   (2)      All other reports filed pursuant to Section 13(a) or
           15(d) of the Exchange Act since the end of the fiscal year covered by
           the document referred to in (1) above.
  
                   (3)      The description of the Company's Common Stock
           contained in the Company's Form 8-A Registration Statement filed with
           the Commission pursuant to the Exchange Act, including any amendments
           or reports filed for the purposes of updating such description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  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 attorneys' fees) incurred by him
  as a result of such action, and in the case of a derivative action, against
  expenses (including attorneys' fees), if in either type of action he acted in
  good faith and in a manner he 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 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 15 of the Company's Amended and Restated Certificate of
  Incorporation provides that no director or former 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 Delaware law.
  
  
  
  
  
                                        II-1
  <PAGE>   4
           Article 16 of the Company's Amended and Restated Certificate of
  Incorporation provides that the Company shall indemnify 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.
  
           Reference is made to the underwriting agreements filed as Exhibits
  1.1(a) and 1.1(b) to the Company's Registration Statement on Form S-1
  (Registration No. 333-2214), pursuant to which the underwriters have agreed to
  indemnify officers and directors of the Company against certain liabilities
  under the Securities Act.
  
           The Company has entered into Indemnification Agreements with each
  director of the Company.  Pursuant to such agreements, the Company will, to the
  extent permitted by applicable law, indemnify such directors against all
  expenses, judgments, fines and penalties incurred in connection with the
  defense or settlement of any actions brought against them by reason of the fact
  that they were directors of the Company or assumed certain responsibilities at
  the direction of the Company.  The Company has also purchased directors and
  officers liability insurance in order to limit its exposure to liability for
  indemnification of directors and officers.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
      EXHIBIT NUMBER                              DESCRIPTION
      --------------                              -----------
           4.1              Amended and Restated Certificate of Incorporation of 
                            the Company (incorporated by reference to Exhibit 3.1
                            to the Company's Registration Statement on Form S-1 
                            (Registration Number 333-2214) (the "Form S-1")).
  
           4.2              Amended and Restated Bylaws of the Company 
                            (incorporated by reference to Exhibit 3.2 to the
                            Form S-1).
  
           23.1             Consent of Coopers & Lybrand L.L.P.
  
           24               Power of Attorney (included on the signature page of 
                            this Registration Statement).
  
           99               Form of Wyndham Employee Savings & Retirement Plan.
  
           The Company hereby undertakes that it will submit or has submitted the
  Plan and any amendments thereto to the Internal Revenue Service (the "IRS") in
  a timely manner and has made or will make all changes required by the IRS in
  order to qualify the Plan under Section 401 of the Internal Revenue Code.
  
  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 (the
                                    "Act");
  
  
  
  
  
                                        II-2
  <PAGE>   5
                            (ii)    To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;
  
                            (iii)   To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;
  
                            provided, however, that paragraphs (a)(1)(i) and
                            (a)(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 Securities and Exchange
                            Commission by the Company pursuant to Section 13 or
                            Section 15(d) of the Securities Exchange Act of 1934
                            (the "Exchange Act") that are incorporated by
                            reference in the Registration Statement.
  
                   (2)      That, for the purpose of determining any liability
                            under the 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 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 the
                            Registration Statement shall be deemed to be a new
                            registration statement relating to the securities
                            offered therein, and the offering of such securities
                            at that time shall be deemed to be the initial bona
                            fide offering thereof.
  
                   (5)      Insofar as indemnification for liabilities arising
                            under the 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 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 Act and will be governed by the
                            final adjudication of such issue.
  
  
  
  
  
                                        II-3
  <PAGE>   6
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints James D. Carreker, Anne L. Raymond and
  Carla S. Moreland, each of them or any one of them, as his or her true and
  lawful attorneys-in-fact and agents, with full power of substitution and
  resubstitution, to execute in the name and on behalf of such person, in any and
  all capacities, any or all amendments (including post-effective amendments) to
  this Registration Statement now or hereafter filed by or on behalf of Wyndham
  Hotel Corporation (the "Company") covering securities issued or issuable under
  or in connection with the Company's Employee Savings & Retirement Plan (as now
  or hereafter amended) and to file the same, with all exhibits thereto, and
  other documents required in connection therewith, with the Securities and
  Exchange Commission and any state or other securities authority, granting unto
  said attorneys-in-fact and agents, and each of them or any of them, full power
  and authority to do and perform each and every act and thing requisite and
  necessary to be done in and about the premises, as fully to all intents and
  purposes as such person might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents, and each of them or any
  one of them, or his substitute or substitutes, may lawfully do or cause to be
  done by virtue hereof.
  
  
  
  
                                     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 Form S-8
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on the 30th day of
  June, 1996.
  
                                          WYNDHAM HOTEL CORPORATION
  
  
                                          By:  /s/ James D. Carreker             
                                               ----------------------------------
                                               James D. Carreker
                                               President, Chief Executive Officer
                                               and Director
  
  
  
  
  
                                        II-4
  <PAGE>   7
           Pursuant to the requirements of the Securities Act of 1933, this Form
  S-8 Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  Signature                                  Title                                              Date
  - ---------                                  -----                                              ----
  <S>                                        <C>                                                <C>
  /s/  James D. Carreker                     President, Chief Executive Officer and             June 30, 1996
  - ----------------------------------         Director (Principal Executive Officer)                          
  James D. Carreker                                                                
  
  /s/  Anne L. Raymond                       Executive Vice President,                          June 30, 1996
  - ----------------------------------         Chief Financial Officer and Director                            
  Anne L. Raymond                            (Principal Financial Officer)       
                                                                                 
  
  /s/ John P. Klumph                         Vice President-Corporate Controller                June 30, 1996
  - ----------------------------------         (Principal Accounting Officer)                                  
  John P. Klumph                                                           
  
                                             Director                                           June ___, 1996
  - ----------------------------------                                                                          
  Harlan R. Crow
  
  /s/ Daniel A. Decker                       Director                                           June 26, 1996
  - -----------------------------------                                                                        
  Daniel A. Decker
  
                                             Director                                           June ___, 1996
  - ----------------------------------                                                                          
  Susan T. Groenteman
  
  /s/  Robert A. Whitman                     Director                                           June 30, 1996
  - ----------------------------------                                                                         
  Robert A. Whitman
  
  /s/  James C. Leslie                       Director                                           June 30, 1996
  - ----------------------------------                                                                         
  James C. Leslie
  
  /s/  Philip J. Ward                        Director                                           June 27, 1996
  - ----------------------------------                                                                         
  Philip J. Ward
  </TABLE>
  
           Pursuant to the requirements of the Securities Act of 1933, the
  trustee (or other persons who administer the Plan) has duly caused this Form
  S-8 Registration Statement to be signed on behalf of the Plan by the
  undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
  on the 17th day of July, 1996.
  
                                          WYNDHAM EMPLOYEE SAVINGS &
                                          RETIREMENT PLAN
  
  
                                          By: Wyndham Hotel Corporation 
                                              Plan Administrator of the Wyndham 
                                              Employee Savings & Retirement Plan
  
                                          
                                              By: /s/ John Klumph                
                                                  -------------------------------
                                                  Printed Name:  John Klumph
                                                  Title: Vice President-Corporate 
                                                         Controller
  
  
  
  
  
                                        II-5
  <PAGE>   8
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
                                                                                                                 SEQUENTIALLY
                                                                                                                   NUMBERED
      EXHIBIT NUMBER                                         DESCRIPTION                                             PAGE     
      --------------                                         -----------                                        --------------
           <S>           <C>                                                                                          <C>
           4.1           Amended and Restated Certificate of Incorporation of the Company (incorporated by            N/A
                         reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1
                         (Registration Number 333-2214) (the "Form S-1"))
  
           4.2           Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit             N/A
                         3.2 to the Form S-1)
  
           23.1          Consent of Coopers & Lybrand L.L.P.
  
           24            Power of Attorney (included on the signature page of this Registration Statement)
  
           99            Form of Wyndham Employee Savings & Retirement Plan
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24307}]
metadata_filer: {"company-data": {"conformed-name": "WYNDHAM HOTEL CORP", "cik": "0001010471", "assigned-sic": "7011", "irs-number": "752636072", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08443", "film-number": "96596741"}, "business-address": {"street1": "2001 BRYAN ST", "street2": "STE 2300", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2148631100"}, "mail-address": {"street1": "2001 BRYAN ST", "street2": "SUITE 2300", "city": "DALLAS", "state": "TX", "zip": "75201"}}
text: 1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1996.
                                                       Registration No. 333-______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                  ----------------
  
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                  ----------------
  
                             WYNDHAM HOTEL CORPORATION
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                            75-263-6072
  (State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                            Identification Number)
  
                                 2001 BRYAN STREET
                                     SUITE 2300
                                DALLAS, TEXAS  75201
                (Address of Principal Executive Offices) (Zip Code)
  
                                  ----------------
  
                     WYNDHAM EMPLOYEE SAVINGS & RETIREMENT PLAN
                              (Full title of the plan)
  
                              CARLA S. MORELAND, ESQ.
                          VICE PRESIDENT - GENERAL COUNSEL
                                   AND SECRETARY
                             WYNDHAM HOTEL CORPORATION
                                 2001 BRYAN STREET
                                     SUITE 2300
                                DALLAS, TEXAS  75201
                                   (214) 863-1000
    (Name and address, including zip code, and telephone number, including area
                            code, of agent for service)
  
                                  ----------------
  
                                      Copy to:
                                    KENT JAMISON
                             LOCKE PURNELL RAIN HARRELL
                            (A PROFESSIONAL CORPORATION)
                                  2200 ROSS AVENUE
                                     SUITE 2200
                                DALLAS, TEXAS  75201
                                   (214) 740-8000
  
                          CALCULATION OF REGISTRATION FEE
  =========================================================================================================================
      Title of Securities         Amount to be          Proposed Maximum         Proposed Maximum             Amount of
        to be Registered           Registered          Offering Price per       Aggregate Offering       Registration Fee *
                                                            Share *                   Price*
  - -------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par       500,000 shares             $21.375                 $10,687,500                $3,685
  value
  =========================================================================================================================
  * Estimated solely for the purpose of calculating the registration fee.  This
  fee was calculated pursuant to Rule 457(c) and (h) under the Securities Act of
  1933, as amended, on the basis of the average of the high and low prices for
  the Common Stock of the Company on the New York Stock Exchange on July 15,
  1996.
  
    In addition, pursuant to Rule 416 under the Securities Act of 1933, as
  amended, this Registration Statement also covers (i) shares of Common Stock of
  the Company issuable to prevent dilution resulting from stock splits, stock
  dividends or similar transactions and (ii) an indeterminate amount of interests
  in the employee benefit plan described herein to be offered or sold pursuant to
  the plan described herein.
  2
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.
  
           The information specified by Item 1 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.  The document(s) containing the information
  specified in Part I will be sent or given to employees as specified by Rule
  428(b)(1).
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           The information specified by 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, and the introductory note to Part I of Form S-8.  The
  document(s) containing the information specified in Part I will be sent or
  given to employees as specified by Rule 428(b)(1).
  
                                        I-1
  3
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The documents set forth below are hereby incorporated by reference in
  this Registration Statement.  All documents subsequently filed by Wyndham Hotel
  Corporation, a Delaware corporation (the "Company"), and the Wyndham Employee
  Savings & Retirement Plan (the "Plan") 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 that indicates that
  the securities offered hereby have been sold or which deregisters the
  securities offered hereby then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part
  hereof commencing on the respective dates on which such documents are filed.
  
                   (1)      The Company's prospectus filed May 22, 1996 and
           relating to the Form S-1 Registration Statement (Registration Number
           333-2214) pursuant to Rule 424(b) under the Securities Act.
  
                   (2)      All other reports filed pursuant to Section 13(a) or
           15(d) of the Exchange Act since the end of the fiscal year covered by
           the document referred to in (1) above.
  
                   (3)      The description of the Company's Common Stock
           contained in the Company's Form 8-A Registration Statement filed with
           the Commission pursuant to the Exchange Act, including any amendments
           or reports filed for the purposes of updating such description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  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 attorneys' fees) incurred by him
  as a result of such action, and in the case of a derivative action, against
  expenses (including attorneys' fees), if in either type of action he acted in
  good faith and in a manner he 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 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 15 of the Company's Amended and Restated Certificate of
  Incorporation provides that no director or former 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 Delaware law.
  
                                        II-1
  4
           Article 16 of the Company's Amended and Restated Certificate of
  Incorporation provides that the Company shall indemnify 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.
  
           Reference is made to the underwriting agreements filed as Exhibits
  1.1(a) and 1.1(b) to the Company's Registration Statement on Form S-1
  (Registration No. 333-2214), pursuant to which the underwriters have agreed to
  indemnify officers and directors of the Company against certain liabilities
  under the Securities Act.
  
           The Company has entered into Indemnification Agreements with each
  director of the Company.  Pursuant to such agreements, the Company will, to the
  extent permitted by applicable law, indemnify such directors against all
  expenses, judgments, fines and penalties incurred in connection with the
  defense or settlement of any actions brought against them by reason of the fact
  that they were directors of the Company or assumed certain responsibilities at
  the direction of the Company.  The Company has also purchased directors and
  officers liability insurance in order to limit its exposure to liability for
  indemnification of directors and officers.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
      EXHIBIT NUMBER                              DESCRIPTION
      --------------                              -----------
           4.1              Amended and Restated Certificate of Incorporation of 
                            the Company (incorporated by reference to Exhibit 3.1
                            to the Company's Registration Statement on Form S-1 
                            (Registration Number 333-2214) (the "Form S-1")).
  
           4.2              Amended and Restated Bylaws of the Company 
                            (incorporated by reference to Exhibit 3.2 to the
                            Form S-1).
  
           23.1             Consent of Coopers & Lybrand L.L.P.
  
           24               Power of Attorney (included on the signature page of 
                            this Registration Statement).
  
           99               Form of Wyndham Employee Savings & Retirement Plan.
  
           The Company hereby undertakes that it will submit or has submitted the
  Plan and any amendments thereto to the Internal Revenue Service (the "IRS") in
  a timely manner and has made or will make all changes required by the IRS in
  order to qualify the Plan under Section 401 of the Internal Revenue Code.
  
  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 (the
                                    "Act");
  
                                        II-2
  5
                            (ii)    To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;
  
                            (iii)   To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;
  
                            provided, however, that paragraphs (a)(1)(i) and
                            (a)(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 Securities and Exchange
                            Commission by the Company pursuant to Section 13 or
                            Section 15(d) of the Securities Exchange Act of 1934
                            (the "Exchange Act") that are incorporated by
                            reference in the Registration Statement.
  
                   (2)      That, for the purpose of determining any liability
                            under the 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 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 the
                            Registration Statement shall be deemed to be a new
                            registration statement relating to the securities
                            offered therein, and the offering of such securities
                            at that time shall be deemed to be the initial bona
                            fide offering thereof.
  
                   (5)      Insofar as indemnification for liabilities arising
                            under the 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 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 Act and will be governed by the
                            final adjudication of such issue.
  
                                        II-3
  6
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints James D. Carreker, Anne L. Raymond and
  Carla S. Moreland, each of them or any one of them, as his or her true and
  lawful attorneys-in-fact and agents, with full power of substitution and
  resubstitution, to execute in the name and on behalf of such person, in any and
  all capacities, any or all amendments (including post-effective amendments) to
  this Registration Statement now or hereafter filed by or on behalf of Wyndham
  Hotel Corporation (the "Company") covering securities issued or issuable under
  or in connection with the Company's Employee Savings & Retirement Plan (as now
  or hereafter amended) and to file the same, with all exhibits thereto, and
  other documents required in connection therewith, with the Securities and
  Exchange Commission and any state or other securities authority, granting unto
  said attorneys-in-fact and agents, and each of them or any of them, full power
  and authority to do and perform each and every act and thing requisite and
  necessary to be done in and about the premises, as fully to all intents and
  purposes as such person might or could do in person, hereby ratifying and
  confirming all that said attorneys-in-fact and agents, and each of them or any
  one of them, or his substitute or substitutes, may lawfully do or cause to be
  done by virtue hereof.
  
                                     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 Form S-8
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on the 30th day of
  June, 1996.
  
                                          WYNDHAM HOTEL CORPORATION
  
                                          By:  /s/ James D. Carreker             
                                               ----------------------------------
                                               James D. Carreker
                                               President, Chief Executive Officer
                                               and Director
  
                                        II-4
  7
           Pursuant to the requirements of the Securities Act of 1933, this Form
  S-8 Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature                                  Title                                              Date
  - ---------                                  -----                                              ----
  /s/  James D. Carreker                     President, Chief Executive Officer and             June 30, 1996
  - ----------------------------------         Director (Principal Executive Officer)                          
  James D. Carreker                                                                
  
  /s/  Anne L. Raymond                       Executive Vice President,                          June 30, 1996
  - ----------------------------------         Chief Financial Officer and Director                            
  Anne L. Raymond                            (Principal Financial Officer)       
                                                                                 
  
  /s/ John P. Klumph                         Vice President-Corporate Controller                June 30, 1996
  - ----------------------------------         (Principal Accounting Officer)                                  
  John P. Klumph                                                           
  
                                             Director                                           June ___, 1996
  - ----------------------------------                                                                          
  Harlan R. Crow
  
  /s/ Daniel A. Decker                       Director                                           June 26, 1996
  - -----------------------------------                                                                        
  Daniel A. Decker
  
                                             Director                                           June ___, 1996
  - ----------------------------------                                                                          
  Susan T. Groenteman
  
  /s/  Robert A. Whitman                     Director                                           June 30, 1996
  - ----------------------------------                                                                         
  Robert A. Whitman
  
  /s/  James C. Leslie                       Director                                           June 30, 1996
  - ----------------------------------                                                                         
  James C. Leslie
  
  /s/  Philip J. Ward                        Director                                           June 27, 1996
  - ----------------------------------                                                                         
  Philip J. Ward
  Pursuant to the requirements of the Securities Act of 1933, the
  trustee (or other persons who administer the Plan) has duly caused this Form
  S-8 Registration Statement to be signed on behalf of the Plan by the
  undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
  on the 17th day of July, 1996.
  
                                          WYNDHAM EMPLOYEE SAVINGS &
                                          RETIREMENT PLAN
  
                                          By: Wyndham Hotel Corporation 
                                              Plan Administrator of the Wyndham 
                                              Employee Savings & Retirement Plan
  
                                          
                                              By: /s/ John Klumph                
                                                  -------------------------------
                                                  Printed Name:  John Klumph
                                                  Title: Vice President-Corporate 
                                                         Controller
  
                                        II-5
  8
                                 INDEX TO EXHIBITS
  SEQUENTIALLY
                                                                                                                   NUMBERED
      EXHIBIT NUMBER                                         DESCRIPTION                                             PAGE     
      --------------                                         -----------                                        --------------
  4.1           Amended and Restated Certificate of Incorporation of the Company (incorporated by            N/A
                         reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1
                         (Registration Number 333-2214) (the "Form S-1"))
  
           4.2           Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit             N/A
                         3.2 to the Form S-1)
  
           23.1          Consent of Coopers & Lybrand L.L.P.
  
           24            Power of Attorney (included on the signature page of this Registration Statement)
  
           99            Form of Wyndham Employee Savings & Retirement Plan