content: <PAGE>   1
       As filed with the Securities and Exchange Commission on May 14, 1999.
                                                       Registration No. 333-______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C.
                                --------------------
  
                                      FORM S-8
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
                                --------------------
  
                              BRISTOL HOTELS & RESORTS
               (Exact name of registrant as specified in its charter)
  
           Delaware
   (State or other jurisdiction                           75-2754805
  of incorporation or organization)           (I.R.S. Employee Identification No.)
  
                                  14295 Midway Road
                                Addison, Texas 75001
            (Address, including zip code, of Principal Executive Offices)
                                --------------------
  
                  BRISTOL HOTEL MANAGEMENT CORPORATION 401(k) PLAN
                              (Full title of the plan)
                                --------------------
  
                   LYNN MARIE LUCIER, VICE PRESIDENT AND SECRETARY
                              Bristol Hotels & Resorts
                                  14295 Midway Road
                                Addison, Texas 75001
                                   (972) 391-3910
             (Name, address, and telephone number of agent for service)
                                 -------------------
  
                                      COPY TO:
                                 MARK A. KOPIDLANSKY
                           Munsch Hardt Kopf & Harr, P.C.
                                 4000 Fountain Place
                                  1445 Ross Avenue
                              Dallas, Texas 75202-2790
                              Telephone: (214) 855-7580
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ===================================================================================================
                                                                  Proposed
                                              Proposed             maximum         
   Title of Securities to   Amount to be       maximum        aggregate offering     Amount of
        be Registered       Registered(1)  offering price(2)       price(2)       registration fee(2)
  ------------------------  -------------  -----------------  ------------------  -------------------
  <S>                       <C>            <C>                <C>                 <C>
  Common stock, par value
      $0.01 per share          250,000        $7.69             $1,922,500              $535.00
  ===================================================================================================
  </TABLE>
  
  (1)      This Registration statement covers shares of Common Stock of Bristol
           Hotel & Resorts that may be offered or sold pursuant to the Bristol
           Hotel Management Corporation 401(k) Plan (the "Plan"). Pursuant to Rule
           416(c) under the Securities Act of 1933, as amended (the "Securities
           Act"), this Registration Statement also covers an indeterminate amount
           of interests to be offered or sold pursuant to the Plan. In addition,
           pursuant to Rule 457(h)(2) under the Securities Act, no registration
           fee is required with respect to such interests in the Plan. This
           Registration Statement also relates to an indeterminate number of
           shares of Common Stock that may be issued upon stock splits, stock
           dividends or similar transactions in accordance with Rule 416 under the
           Securities Act.
  
  (2)      Estimated solely for purpose of calculating the registration fee
           pursuant to Rule 457(c) and (h) on the basis of the average of the high
           and low prices of the Common Stock as reported on the New York Stock
           Exchange on May 12, 1999.
  
  
  <PAGE>   2
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The document(s) containing the information specified in Part I of Form
  S-8 will be sent or given to participating officers and employees as specified
  by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
  Act"). The documents and the documents incorporated by reference in this
  Registration Statement pursuant to Item 3 of Part II below, taken together,
  constitute a prospectus that meets the requirements of Section 10(a) of the
  Securities Act.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.        Incorporation of Documents by Reference.
  
           Bristol Hotels & Resorts, a Delaware corporation (the "Company"),
  hereby incorporates by reference into this Registration Statement on Form S-8
  (the "Registration Statement") the following documents which have heretofore
  been filed by the Company with the Securities and Exchange Commission (the
  "Commission") under the Securities Act or the Securities Exchange Act of 1934,
  as amended (the "Exchange Act"):
  
           (a) The Company's Annual Report on Form 10-K for the year ended
  December 31, 1998, as filed with the Commission on March 25, 1999.
  
           (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1999 as filed with the Commission on May 14, 1999.
  
           (c) The description of the Company's Common Stock set forth in the
  Corporation's Registration Statement on Form 10, pursuant to Section 12(b) of
  the Exchange Act, including all reports updating such description.
  
           All documents subsequently filed by the Company or the Bristol Hotel
  Management Corporation 401(k) Plan pursuant to Sections 13(a), 13(c), 14 and
  15(d) of 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 statements contained in a document incorporated by reference herein
  shall be deemed to be modified or superseded for purposes hereof to the extent
  that a statement contained herein (or in any other subsequently filed document
  which is also incorporated by reference herein) modifies or supersedes such
  statement. Any statement so modified or superseded shall not be deemed to
  constitute a part of this Registration Statement except as so modified or
  superseded.
  
  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 General Corporation Law of the State of Delaware:
  (i) gives Delaware corporations broad powers to indemnify their present and
  former directors and officers and those of affiliated corporations
  
  
                                         2
  <PAGE>   3
  
  
  against expenses (including attorneys' fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred in connection with threatened,
  pending or completed actions, suits or proceedings to which they are parties or
  are threatened to be made parties by reason of being or having been such
  directors or officers, subject to specified conditions and exclusions; (ii)
  gives a director or officer who successfully defends an action the right to be
  so indemnified; and (iii) permits a corporation to buy directors' and officers'
  liability insurance. Such indemnification is not exclusive of any other rights
  to which those indemnified may be entitled under any bylaw, agreement, vote of
  stockholders or otherwise.
  
           Article 34 of the Company's Amended and Restated Bylaws requires the
  Company to indemnify its directors and officers to the maximum extent permitted
  by the General Corporation Law of the State of Delaware (the "DGCL"). Article
  Ninth of the Company's Amended and Restated Certificate of Incorporation
  provides that the Company will indemnify and advance expenses to its directors,
  officers, employees or agents to the fullest extent permitted by the DGCL.
  Article Ninth of the Company's Amended and Restated Certificate of Incorporation
  further provides that, to the fullest extent permitted by the DGCL or any other
  applicable law currently or thereafter in effect, no director of the Company
  will be personally liable to the Company or its stockholders for or with respect
  to any acts or omissions in the performance of his or her duties as a director
  of the Company, and any repeal or modification of such Article Ninth will not
  adversely affect any right or protection of a director of the Company in respect
  of any act or omission occurring in whole or in part prior to such repeal or
  modification.
  
           The Company has entered into individual agreements with each of its
  directors and executive officers pursuant to which the Company has agreed to
  indemnify each of its directors and executive officers to the fullest extent
  provided by applicable law and the Bylaws of the Company as currently in effect.
  
           The Company has purchased insurance policies containing customary terms
  and conditions for the purpose of insuring its directors and officers against
  certain losses incurred by them as a result of claims based upon their actions
  or statements (including omissions to act or make statements) as directors and
  officers which may cover liabilities under the Securities Act.
  
           Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers or persons controlling the
  Company pursuant to the foregoing provisions, the Company has been informed that
  in the opinion of the Commission such indemnification is against public policy
  as expressed in such Act and therefore unenforceable.
  
  ITEM 7.        Exemption from Registration Claimed.
  
                 Not applicable.
  
  ITEM 8.        Exhibits. (1)
  
  <TABLE>
  <CAPTION>
       EXHIBIT NO.                   DESCRIPTION OF EXHIBIT
       -----------                   -----------------------
  <S>               <C>
  4.1               The Company's Amended and Restated Certificate of
                    Incorporation (incorporated by reference to Exhibit 3.2 to the
                    Company's Registration Statement on Form 10 (SEC File No.
                    001-14047) (the "Form 10 Registration Statement")).
  
  4.2               The Company's Amended and Restated Bylaws (incorporated by
                    reference to Exhibit 3.4 to the Company's Form 10 Registration
                    Statement).
  
  4.3               Registration Rights Agreement among the Company, Bass America
                    Inc., Holiday Corporation and United/Harvey Holdings
                    (incorporated by reference to Exhibit 4.1 of the Company's
                    Form 10 Registration Statement).
  </TABLE>
  
  
                                         3
  
  <PAGE>   4
  
  
  <TABLE>
  <CAPTION>
       EXHIBIT NO.                   DESCRIPTION OF EXHIBIT
       -----------                   -----------------------
  <S>               <C>
  4.4               Form of Stockholders' Agreement among the Company, Holiday
                    Corporation, Bass America Inc., Bass plc and United/Harvey
                    Holdings (incorporated by reference to Exhibit 4.1 of the
                    Company's Form 10 Registration Statement).
  
  23.1              Consent of Arthur Andersen LLP, Independent Accountants.
  
  24                Powers of Attorney (included as part of the Signature Page of
                    this Registration Statement).
  
  99.1              Bristol Hotel Management Corporation 401(k) Plan and
                    amendments.
  </TABLE>
  
  ----------------
  (1)      In lieu of an opinion of counsel concerning compliance with the
           requirements of the Employee Retirement Income Security Act of 1974, as
           amended ("ERISA"), and that the Plan is qualified under Section 401 of
           the Internal Revenue Code of 1986, as amended (the "Code"), the Company
           hereby undertakes that it has submitted the Plan and any amendments
           thereto to the Internal Revenue Service ("IRS") in a timely manner and
           it has made all changes as required by the IRS in order to qualify the
           Plan.
  
  ITEM 9.        Undertakings.
  
  (a)      The undersigned Registrant hereby undertakes:
  
           (1)      To file, during any period in which offers or sales are being
                    made, a post-effective amendment to this Registration
                    Statement.
  
                    (i)      to include any prospectus required by Section
                             10(a)(3) of the Securities Act of 1933;
  
                    (ii)     to reflect in the prospectus any facts or events
                             arising after the effective date of this Registration
                             Statement (or the most recent post-effective
                             amendment thereof) which, individually or in the
                             aggregate, represent a fundamental change in the
                             information set forth in this Registration Statement;
                             and
  
                    (iii)    to include any material information with respect to
                             the plan of distribution not previously disclosed in
                             this Registration Statement or any material change to
                             such information in this Registration Statement;
  
  Provided, however, that 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 by the Registrant pursuant to
  Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in this Registration Statement.
  
           (2)      That, for the purpose of determining any liability under the
                    Securities Act of 1933, 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.
  
  (b)      The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  
  
                                         4
  <PAGE>   5
  
  
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
  (c)      Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the 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 Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question of 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.
  
  
                                         5
  <PAGE>   6
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the Company
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Addison, State of Texas, on May 14, 1999.
  
  
                                          BRISTOL HOTELS & RESORTS
  
  
  
                                          By: /s/  John D. Bailey
                                          ----------------------------------------
                                                   John D. Bailey
                                                   Vice President, Controller and
                                                   Chief Accounting Officer
  
  
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints J. Peter Kline and Jeffrey P. Mayer, or
  either one of them, his true and lawful attorney-in-fact and agent, with full
  power of substitution and resubstitution, for him and in his name, place and
  stead, in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this Registration Statement and any subsequent
  registration statements relating to the offering to which this Registration
  Statement relates, and to file the same, with all exhibits thereto and 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 in and about the premises, as fully and to all intents and
  purposes as he might or could do in person, hereby ratifying and confirming all
  that said attorneys-in-fact and agents or either of them, or their or his
  substitutes or substitute, 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 date indicated.
  
  
  <TABLE>
  <CAPTION>
            SIGNATURES                                TITLE                             DATE
            ----------                                -----                             ----
  <S>                             <C>                                                <C>
  /s/  J. Peter Kline             Chairman of the Board of Directors and Chief       May 14, 1999
  ---------------------------     Executive Officer
       J. Peter Kline                                                    
  
  
  /s/  John A. Beckert            President and Chief Operating Officer; Director    May 14, 1999
  ---------------------------
       John A. Beckert                                
  
  
  /s/  Jeffrey P. Mayer            Executive Vice President and Chief Financial      May 14, 1999
  ---------------------------      Officer
       Jeffrey P. Mayer                  
  
  
  /s/  John D. Bailey              Vice President, Controller and Chief              May 14, 1999
  ---------------------------      Accounting Officer
       John D. Bailey                                
  </TABLE>
  
  
                                         6
  <PAGE>   7
  
  
  <TABLE>
  <CAPTION>
            SIGNATURES                                TITLE                             DATE
            ----------                                -----                             ----
  <S>                              <C>                                               <C>
  /s/  David A. Dittman            Director                                          May 14, 1999
  ---------------------------
       David A. Dittman                  
  
  
  /s/  Kurt C. Read                Director                                          May 14, 1999 
  ---------------------------
       Kurt C. Read
  
  
  /s/  Thomas R. Oliver            Director                                          May 14, 1999
  ---------------------------
       Thomas R. Oliver
  
  
  /s/  Reginald K. Brack, Jr.      Director                                          May 14, 1999
  ---------------------------
       Reginald K. Brack, Jr.
  
  
  /s/  Robert A. Whitman           Director                                          May 14, 1999
  ---------------------------
       Robert A. Whitman
  
  
  /s/  James J. Pinto              Director                                          May 14, 1999
  ---------------------------
       James J. Pinto    
  </TABLE>
  
  
           Pursuant to the requirements of the Securities Act of 1933, the
  representative for the Plan Administrator set forth below has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Addison, State of Texas, on May 14, 1999.
  
                                  Bristol Hotel Management Corporation 401(k) Plan
  
  
  
                                  By:  /s/  Jeffrey P. Mayer
                                     ---------------------------------------------
                                     Representative for the Plan Administrator
  
  
                                         7
  
  <PAGE>   8
  
  
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
       EXHIBIT NO.                   DESCRIPTION OF EXHIBIT
       -----------                   -----------------------
  <S>               <C>
  4.1               The Company's Amended and Restated Certificate of
                    Incorporation (incorporated by reference to Exhibit 3.2 to the
                    Company's Registration Statement on Form 10 (SEC File No.
                    001-14047) (the "Form 10 Registration Statement")).
  
  4.2               The Company's Amended and Restated Bylaws (incorporated by
                    reference to Exhibit 3.4 to the Company's Form 10 Registration
                    Statement).
  
  4.3               Registration Rights Agreement among the Company, Bass America
                    Inc., Holiday Corporation and United/Harvey Holdings
                    (incorporated by reference to Exhibit 4.1 of the Company's
                    Form 10 Registration Statement).
  
  4.4               Form of Stockholders' Agreement among the Company, Holiday
                    Corporation, Bass America Inc., Bass plc and United/Harvey
                    Holdings (incorporated by reference to Exhibit 4.1 of the
                    Company's Form 10 Registration Statement).
  
  23.1              Consent of Arthur Andersen LLP, Independent Accountants.
  
  24                Powers of Attorney (included as part of the Signature Page of
                    this Registration Statement).
  
  99.1              Bristol Hotel Management Corporation 401(k) Plan and
                    amendments.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23628}]
metadata_filer: {"company-data": {"conformed-name": "BRISTOL HOTELS & RESORTS", "cik": "0001059760", "assigned-sic": "7011", "irs-number": "752584220", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-78433", "film-number": "99622265"}, "business-address": {"street1": "14295 MIDWAY RD", "city": "DALLAS", "state": "TX", "zip": "75244", "phone": "9723913910"}, "mail-address": {"street1": "14295 MIDWAY RD", "city": "DALLAS", "state": "TX", "zip": "75244"}, "former-company": {"former-conformed-name": "BRISTOL HOTELS & RESORTS INC", "date-changed": "19990415"}}
text: 1
       As filed with the Securities and Exchange Commission on May 14, 1999.
                                                       Registration No. 333-______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C.
                                --------------------
  
                                      FORM S-8
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
                                --------------------
  
                              BRISTOL HOTELS & RESORTS
               (Exact name of registrant as specified in its charter)
  
           Delaware
   (State or other jurisdiction                           75-2754805
  of incorporation or organization)           (I.R.S. Employee Identification No.)
  
                                  14295 Midway Road
                                Addison, Texas 75001
            (Address, including zip code, of Principal Executive Offices)
                                --------------------
  
                  BRISTOL HOTEL MANAGEMENT CORPORATION 401(k) PLAN
                              (Full title of the plan)
                                --------------------
  
                   LYNN MARIE LUCIER, VICE PRESIDENT AND SECRETARY
                              Bristol Hotels & Resorts
                                  14295 Midway Road
                                Addison, Texas 75001
                                   (972) 391-3910
             (Name, address, and telephone number of agent for service)
                                 -------------------
  
                                      COPY TO:
                                 MARK A. KOPIDLANSKY
                           Munsch Hardt Kopf & Harr, P.C.
                                 4000 Fountain Place
                                  1445 Ross Avenue
                              Dallas, Texas 75202-2790
                              Telephone: (214) 855-7580
  
                           CALCULATION OF REGISTRATION FEE
  ===================================================================================================
                                                                  Proposed
                                              Proposed             maximum         
   Title of Securities to   Amount to be       maximum        aggregate offering     Amount of
        be Registered       Registered(1)  offering price(2)       price(2)       registration fee(2)
  ------------------------  -------------  -----------------  ------------------  -------------------
  Common stock, par value
      $0.01 per share          250,000        $7.69             $1,922,500              $535.00
  ===================================================================================================
  (1)      This Registration statement covers shares of Common Stock of Bristol
           Hotel & Resorts that may be offered or sold pursuant to the Bristol
           Hotel Management Corporation 401(k) Plan (the "Plan"). Pursuant to Rule
           416(c) under the Securities Act of 1933, as amended (the "Securities
           Act"), this Registration Statement also covers an indeterminate amount
           of interests to be offered or sold pursuant to the Plan. In addition,
           pursuant to Rule 457(h)(2) under the Securities Act, no registration
           fee is required with respect to such interests in the Plan. This
           Registration Statement also relates to an indeterminate number of
           shares of Common Stock that may be issued upon stock splits, stock
           dividends or similar transactions in accordance with Rule 416 under the
           Securities Act.
  
  (2)      Estimated solely for purpose of calculating the registration fee
           pursuant to Rule 457(c) and (h) on the basis of the average of the high
           and low prices of the Common Stock as reported on the New York Stock
           Exchange on May 12, 1999.
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The document(s) containing the information specified in Part I of Form
  S-8 will be sent or given to participating officers and employees as specified
  by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
  Act"). The documents and the documents incorporated by reference in this
  Registration Statement pursuant to Item 3 of Part II below, taken together,
  constitute a prospectus that meets the requirements of Section 10(a) of the
  Securities Act.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.        Incorporation of Documents by Reference.
  
           Bristol Hotels & Resorts, a Delaware corporation (the "Company"),
  hereby incorporates by reference into this Registration Statement on Form S-8
  (the "Registration Statement") the following documents which have heretofore
  been filed by the Company with the Securities and Exchange Commission (the
  "Commission") under the Securities Act or the Securities Exchange Act of 1934,
  as amended (the "Exchange Act"):
  
           (a) The Company's Annual Report on Form 10-K for the year ended
  December 31, 1998, as filed with the Commission on March 25, 1999.
  
           (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1999 as filed with the Commission on May 14, 1999.
  
           (c) The description of the Company's Common Stock set forth in the
  Corporation's Registration Statement on Form 10, pursuant to Section 12(b) of
  the Exchange Act, including all reports updating such description.
  
           All documents subsequently filed by the Company or the Bristol Hotel
  Management Corporation 401(k) Plan pursuant to Sections 13(a), 13(c), 14 and
  15(d) of 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 statements contained in a document incorporated by reference herein
  shall be deemed to be modified or superseded for purposes hereof to the extent
  that a statement contained herein (or in any other subsequently filed document
  which is also incorporated by reference herein) modifies or supersedes such
  statement. Any statement so modified or superseded shall not be deemed to
  constitute a part of this Registration Statement except as so modified or
  superseded.
  
  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 General Corporation Law of the State of Delaware:
  (i) gives Delaware corporations broad powers to indemnify their present and
  former directors and officers and those of affiliated corporations
  
                                         2
  3
  
  against expenses (including attorneys' fees), judgments, fines and amounts paid
  in settlement actually and reasonably incurred in connection with threatened,
  pending or completed actions, suits or proceedings to which they are parties or
  are threatened to be made parties by reason of being or having been such
  directors or officers, subject to specified conditions and exclusions; (ii)
  gives a director or officer who successfully defends an action the right to be
  so indemnified; and (iii) permits a corporation to buy directors' and officers'
  liability insurance. Such indemnification is not exclusive of any other rights
  to which those indemnified may be entitled under any bylaw, agreement, vote of
  stockholders or otherwise.
  
           Article 34 of the Company's Amended and Restated Bylaws requires the
  Company to indemnify its directors and officers to the maximum extent permitted
  by the General Corporation Law of the State of Delaware (the "DGCL"). Article
  Ninth of the Company's Amended and Restated Certificate of Incorporation
  provides that the Company will indemnify and advance expenses to its directors,
  officers, employees or agents to the fullest extent permitted by the DGCL.
  Article Ninth of the Company's Amended and Restated Certificate of Incorporation
  further provides that, to the fullest extent permitted by the DGCL or any other
  applicable law currently or thereafter in effect, no director of the Company
  will be personally liable to the Company or its stockholders for or with respect
  to any acts or omissions in the performance of his or her duties as a director
  of the Company, and any repeal or modification of such Article Ninth will not
  adversely affect any right or protection of a director of the Company in respect
  of any act or omission occurring in whole or in part prior to such repeal or
  modification.
  
           The Company has entered into individual agreements with each of its
  directors and executive officers pursuant to which the Company has agreed to
  indemnify each of its directors and executive officers to the fullest extent
  provided by applicable law and the Bylaws of the Company as currently in effect.
  
           The Company has purchased insurance policies containing customary terms
  and conditions for the purpose of insuring its directors and officers against
  certain losses incurred by them as a result of claims based upon their actions
  or statements (including omissions to act or make statements) as directors and
  officers which may cover liabilities under the Securities Act.
  
           Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers or persons controlling the
  Company pursuant to the foregoing provisions, the Company has been informed that
  in the opinion of the Commission such indemnification is against public policy
  as expressed in such Act and therefore unenforceable.
  
  ITEM 7.        Exemption from Registration Claimed.
  
                 Not applicable.
  
  ITEM 8.        Exhibits. (1)
  EXHIBIT NO.                   DESCRIPTION OF EXHIBIT
       -----------                   -----------------------
  4.1               The Company's Amended and Restated Certificate of
                    Incorporation (incorporated by reference to Exhibit 3.2 to the
                    Company's Registration Statement on Form 10 (SEC File No.
                    001-14047) (the "Form 10 Registration Statement")).
  
  4.2               The Company's Amended and Restated Bylaws (incorporated by
                    reference to Exhibit 3.4 to the Company's Form 10 Registration
                    Statement).
  
  4.3               Registration Rights Agreement among the Company, Bass America
                    Inc., Holiday Corporation and United/Harvey Holdings
                    (incorporated by reference to Exhibit 4.1 of the Company's
                    Form 10 Registration Statement).
  3
  4
  EXHIBIT NO.                   DESCRIPTION OF EXHIBIT
       -----------                   -----------------------
  4.4               Form of Stockholders' Agreement among the Company, Holiday
                    Corporation, Bass America Inc., Bass plc and United/Harvey
                    Holdings (incorporated by reference to Exhibit 4.1 of the
                    Company's Form 10 Registration Statement).
  
  23.1              Consent of Arthur Andersen LLP, Independent Accountants.
  
  24                Powers of Attorney (included as part of the Signature Page of
                    this Registration Statement).
  
  99.1              Bristol Hotel Management Corporation 401(k) Plan and
                    amendments.
  ----------------
  (1)      In lieu of an opinion of counsel concerning compliance with the
           requirements of the Employee Retirement Income Security Act of 1974, as
           amended ("ERISA"), and that the Plan is qualified under Section 401 of
           the Internal Revenue Code of 1986, as amended (the "Code"), the Company
           hereby undertakes that it has submitted the Plan and any amendments
           thereto to the Internal Revenue Service ("IRS") in a timely manner and
           it has made all changes as required by the IRS in order to qualify the
           Plan.
  
  ITEM 9.        Undertakings.
  
  (a)      The undersigned Registrant hereby undertakes:
  
           (1)      To file, during any period in which offers or sales are being
                    made, a post-effective amendment to this Registration
                    Statement.
  
                    (i)      to include any prospectus required by Section
                             10(a)(3) of the Securities Act of 1933;
  
                    (ii)     to reflect in the prospectus any facts or events
                             arising after the effective date of this Registration
                             Statement (or the most recent post-effective
                             amendment thereof) which, individually or in the
                             aggregate, represent a fundamental change in the
                             information set forth in this Registration Statement;
                             and
  
                    (iii)    to include any material information with respect to
                             the plan of distribution not previously disclosed in
                             this Registration Statement or any material change to
                             such information in this Registration Statement;
  
  Provided, however, that 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 by the Registrant pursuant to
  Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
  incorporated by reference in this Registration Statement.
  
           (2)      That, for the purpose of determining any liability under the
                    Securities Act of 1933, 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.
  
  (b)      The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in this
  
                                         4
  5
  
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
  (c)      Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the 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 Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question of 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.
  
                                         5
  6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the Company
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Addison, State of Texas, on May 14, 1999.
  
                                          BRISTOL HOTELS & RESORTS
  
                                          By: /s/  John D. Bailey
                                          ----------------------------------------
                                                   John D. Bailey
                                                   Vice President, Controller and
                                                   Chief Accounting Officer
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints J. Peter Kline and Jeffrey P. Mayer, or
  either one of them, his true and lawful attorney-in-fact and agent, with full
  power of substitution and resubstitution, for him and in his name, place and
  stead, in any and all capacities, to sign any and all amendments (including
  post-effective amendments) to this Registration Statement and any subsequent
  registration statements relating to the offering to which this Registration
  Statement relates, and to file the same, with all exhibits thereto and 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 in and about the premises, as fully and to all intents and
  purposes as he might or could do in person, hereby ratifying and confirming all
  that said attorneys-in-fact and agents or either of them, or their or his
  substitutes or substitute, 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 date indicated.
  SIGNATURES                                TITLE                             DATE
            ----------                                -----                             ----
  /s/  J. Peter Kline             Chairman of the Board of Directors and Chief       May 14, 1999
  ---------------------------     Executive Officer
       J. Peter Kline                                                    
  
  /s/  John A. Beckert            President and Chief Operating Officer; Director    May 14, 1999
  ---------------------------
       John A. Beckert                                
  
  /s/  Jeffrey P. Mayer            Executive Vice President and Chief Financial      May 14, 1999
  ---------------------------      Officer
       Jeffrey P. Mayer                  
  
  /s/  John D. Bailey              Vice President, Controller and Chief              May 14, 1999
  ---------------------------      Accounting Officer
       John D. Bailey
  6
  7
  SIGNATURES                                TITLE                             DATE
            ----------                                -----                             ----
  /s/  David A. Dittman            Director                                          May 14, 1999
  ---------------------------
       David A. Dittman                  
  
  /s/  Kurt C. Read                Director                                          May 14, 1999 
  ---------------------------
       Kurt C. Read
  
  /s/  Thomas R. Oliver            Director                                          May 14, 1999
  ---------------------------
       Thomas R. Oliver
  
  /s/  Reginald K. Brack, Jr.      Director                                          May 14, 1999
  ---------------------------
       Reginald K. Brack, Jr.
  
  /s/  Robert A. Whitman           Director                                          May 14, 1999
  ---------------------------
       Robert A. Whitman
  
  /s/  James J. Pinto              Director                                          May 14, 1999
  ---------------------------
       James J. Pinto
  Pursuant to the requirements of the Securities Act of 1933, the
  representative for the Plan Administrator set forth below has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Addison, State of Texas, on May 14, 1999.
  
                                  Bristol Hotel Management Corporation 401(k) Plan
  
                                  By:  /s/  Jeffrey P. Mayer
                                     ---------------------------------------------
                                     Representative for the Plan Administrator
  
                                         7
  8
  
                                  INDEX TO EXHIBITS
  EXHIBIT NO.                   DESCRIPTION OF EXHIBIT
       -----------                   -----------------------
  4.1               The Company's Amended and Restated Certificate of
                    Incorporation (incorporated by reference to Exhibit 3.2 to the
                    Company's Registration Statement on Form 10 (SEC File No.
                    001-14047) (the "Form 10 Registration Statement")).
  
  4.2               The Company's Amended and Restated Bylaws (incorporated by
                    reference to Exhibit 3.4 to the Company's Form 10 Registration
                    Statement).
  
  4.3               Registration Rights Agreement among the Company, Bass America
                    Inc., Holiday Corporation and United/Harvey Holdings
                    (incorporated by reference to Exhibit 4.1 of the Company's
                    Form 10 Registration Statement).
  
  4.4               Form of Stockholders' Agreement among the Company, Holiday
                    Corporation, Bass America Inc., Bass plc and United/Harvey
                    Holdings (incorporated by reference to Exhibit 4.1 of the
                    Company's Form 10 Registration Statement).
  
  23.1              Consent of Arthur Andersen LLP, Independent Accountants.
  
  24                Powers of Attorney (included as part of the Signature Page of
                    this Registration Statement).
  
  99.1              Bristol Hotel Management Corporation 401(k) Plan and
                    amendments.