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)
  
                               --------------------
  
                           AMENDED 1997 STOCK OPTION 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           Price (1)              Registration Fee
                                                      Per Share (1)
  --------------------------------------------------------------------------------------------------------------------------
  <S>                           <C>                  <C>                  <C>                            <C>
        Common Stock,           333,333 shares          $16.29              $5,429,994.57                $1,646.00
       $.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,
  
                                        -3-
  <PAGE>   4
  
  
  misstatement, misleading statement or breach of duty by directors and officers
  in their capacity as directors and officers of the Company.
  
  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     Amended 1997 Stock Option 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, III             Chief Executive Officer,                          November 12, 1997
           --------------------------------   President and Director (Principal
           John F. Davis, III                 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
  
  
  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     Amended 1997 Stock Option Plan.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21219}]
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": "333-40033", "film-number": "97714892"}, "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)
  
                               --------------------
  
                           AMENDED 1997 STOCK OPTION 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           Price (1)              Registration Fee
                                                      Per Share (1)
  --------------------------------------------------------------------------------------------------------------------------
  Common Stock,           333,333 shares          $16.29              $5,429,994.57                $1,646.00
       $.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,
  
                                        -3-
  4
  
  misstatement, misleading statement or breach of duty by directors and officers
  in their capacity as directors and officers of the Company.
  
  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     Amended 1997 Stock Option 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, III             Chief Executive Officer,                          November 12, 1997
           --------------------------------   President and Director (Principal
           John F. Davis, III                 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     Amended 1997 Stock Option Plan.