content: <PAGE>   1
  
  As filed with the Securities and Exchange Commission on July 27, 1998
                                                             Registration No. 333-
  ================================================================================
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
  
                                 ------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                 ------------------
  
                              BRISTOL HOTELS & RESORTS
               (Exact Name of Registrant as Specified in its Charter)
  
        DELAWARE                                                   75-2754805
  (State of Incorporation)                                     (I.R.S. Employer
                                                            Identification Number)
  
                                 14295 MIDWAY ROAD
                                DALLAS, TEXAS  75244
                      (Address of Principal Executive Offices)
  
                              BRISTOL HOTELS & RESORTS
                            1998 EQUITY INCENTIVE PLAN,
  
                     ------------------------------------------                  
  
                              BRISTOL HOTELS & RESORTS
                               NON-EMPLOYEE DIRECTORS
                                 STOCK OPTION PLAN,
  
                     ------------------------------------------                  
  
                               BRISTOL HOTEL COMPANY
                        AMENDED 1995 EQUITY INCENTIVE PLAN,
  
                                        AND
                                        ---
  
                               BRISTOL HOTEL COMPANY
                           AMENDED STOCK OPTION PLAN FOR
                               NON-EMPLOYEE DIRECTORS
                              (Full Title of the Plan)
  
                              LYNN MARIE LUCIER, ESQ.
                            VICE PRESIDENT AND SECRETARY
                              BRISTOL HOTELS & RESORTS
                                 14295 MIDWAY ROAD
                                DALLAS, TEXAS  75244
                                   (972) 391-3910
             (Name, Address and Telephone Number for Agent of Service)
  
                                 ------------------
  
                          CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  ============================================================================================================================
                                                                               Proposed 
                                                                                Maximum          Proposed
   Title of                                                    Amount          Offering           Maximum           Amount of
   Securities to                                               to be           Price per         Aggregate        Registration
   be Registered (1)                                       Registered (1)      Share (2)      Offering Price         Fee (3)
   -----------------                                       --------------      ---------      --------------      ------------       
   <S>                                                     <C>                 <C>            <C>                 <C>
   Common Stock, par value $0.01 per share .  .  .  .        7,091,250         $  1.42        $ 10,069,575.00      $ 2,970.52
  ============================================================================================================================
  </TABLE>
  
     (1)   Represents the aggregate shares available under the Bristol Hotels &
           Resorts 1998 Equity Incentive Plan, the Bristol Hotels & Resorts
           Non-Employee Directors Stock Option Plan (collectively the "BHR
           Plans"), and the options to purchase Common Shares of Bristol Hotels &
           Resorts that were granted under the Bristol Hotel Company Amended 1995
           Equity Incentive Plan and the Bristol Hotel Company Amended Stock
           Option Plan for Non-Employee Directors (collectively, with the BHR
           Plans, the "Plans") and were assumed by Bristol Hotels & Resorts in the
           Spin-Off of Bristol Hotels & Resorts from its parent, Bristol Hotel
           Company. Pursuant to Rule 416, there are also registered hereunder an
           indeterminate number of additional shares as may become subject to the
           Plans as a result of the antidilution provisions contained therein.
  
     (2)   The "Proposed Maximum Offering Price per Share" is equal to the
           weighted average of (a) the book value for the 6,191,850 Common Shares
           registered hereunder that are reserved for issuance under the Plans
           for future grants at exercise prices which have not been established;
           and (b) the exercise prices for outstanding options to acquire 929,400
           Common Shares registered hereunder that are issuable under the Bristol
           Hotel Company Amended 1995 Equity Incentive Plan and the Bristol Hotel
           Company Amended Stock Option Plan for Non-Employee Directors.
  
     (3)   The registration fee has been computed in accordance with paragraph
           (h)(i) of Rule 457.
  
  ================================================================================
  <PAGE>   2
                                  EXPLANATORY NOTE
  
      The information called for by Part I of Form S-8 is included in the
  description of the Bristol Hotels & Resorts 1998 Equity Incentive Plan, the
  Bristol Hotels & Resorts Non-Employee Directors Stock Option Plan, the Bristol
  Hotel Company Amended 1995 Equity Incentive Plan, as assumed by Bristol Hotels
  & Resorts (the "Company"), and the Bristol Hotel Company Amended Stock Option
  Plan for Non-employee Directors, as assumed by the Company, (collectively, the
  "Plans") to be delivered to persons receiving grants pursuant to the Plans.
  Pursuant to the Note to Part I of Form S-8, this information is not being filed
  with or included in this Form S-8.
  
  
                                      PART II
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
      The Company hereby incorporates by reference into this Registration
  Statement the Company's Registration Statement on Form 10 (Commission File No.
  1-14047) filed with the Securities and Exchange Commission on June 18, 1998.
  
      All documents subsequently filed by 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 hereby have been sold or which
  deregisters all such securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part
  hereof from the date of filing of such documents.  Any statement contained
  herein or in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for all purposes of this
  Registration Statement to the extent that a statement contained herein or
  therein or in any other subsequently filed document that 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.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
      Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
      Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
      The Company's Certificate of Incorporation provides that the personal
  liability of directors of the Company to the Company is eliminated to the
  maximum extent permitted by Delaware law.  The Company's Certificate of
  Incorporation and Bylaws provide for the indemnification of the directors,
  officers, employees, and agents of the Company and its subsidiaries to the
  fullest extent that may be permitted by Delaware law from time to time, and the
  Bylaws provide for various procedures relating thereto.  Section 145 of the
  Delaware General Corporation Law (the "DGCL") permits the Company to indemnify
  its directors and officers for liabilities, costs and expenses that such
  persons may incur as a result of actions they  may take in performing their
  duties as officers and directors.  In order to be indemnified under Delaware
  law, the person must have acted in good faith and in a manner he believed was
  in, or not opposed to, the best interests of the Company.  In the case of any
  criminal proceeding, the person must not have reasonable cause to believe that
  his conduct was unlawful.  In Delaware, if a person is found by a court to be
  liable to the corporation, that court must approve any reimbursement of
  expenses to such person.  The foregoing limitations do not, however, apply to
  the indemnity contracts to which all officers and directors are parties with
  the Company.  Any amendment or repeal of the Company's Certificate of
  Incorporation may not adversely affect the rights of any person entitled to
  indemnification for any event occurring prior to such amendment or repeal.
  
      Under Delaware law, directors, officers, employees, and other individuals
  may be indemnified against expenses (including attorneys' fees), judgments,
  fines, and amounts paid in settlement in connection with specified actions,
  suits or proceedings, whether civil, criminal, administrative, or investigative
  (other than an action by or in the right of the
  
  
                                        -2-
  <PAGE>   3
  corporation -- a "derivative action") if they acted in good faith and in a
  manner they reasonably believed to be in or not opposed to the best interests
  of the Company and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe their conduct was unlawful.  A similar standard of
  care is applicable in the case of a derivative action, except that
  indemnification only extends to expenses (including attorneys' fees) incurred
  in connection with defense or settlement of such an action and Delaware law
  requires court approval before there can be any indemnification of expenses
  where the person seeking indemnification has been found liable to the Company.
  
      As authorized by the Company's Certificate of Incorporation, the Company
  intends to enter into indemnification agreements with each of its directors,
  which provide for indemnification greater or otherwise different than that
  provided for in the Certificate of Incorporation or by the DGCL.
  Notwithstanding anything to the contrary in the Certificate of Incorporation,
  if the Company enters into a contract with any director providing for
  indemnification of the director, the provisions of the contract will
  exclusively govern the Company's obligations in respect of indemnification for
  or advancement of fees or disbursements of the director's counsel or any other
  professional engaged by the director.
  
  ITEM 7.  EXEMPTION FROM REGISTERED CLAIMED
  
      Not applicable.
  
  ITEM 8.  EXHIBITS
  
        4.1   Form of Common Stock Certificate (1) 
  
        4.2   Amended and Restated Certificate of Incorporation of the Company 
  
        4.3   Amended and Restated Bylaws of the Company 
  
        5.1   Opinion of Jones, Day, Reavis & Pogue 
  
       23.1   Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1) 
  
       23.2   Consent of Arthur Andersen LLP 
  
       23.3   Consent of Price Waterhouse  LLP
  
  -----------
  
      (1)     Incorporated by reference to the Company's Registration Statement
              on Form 10 (Commission File No. 1-14047).
  
  ITEM 9.  UNDERTAKINGS
  
      A.      The Company hereby undertakes:
  
      (1)     To file, during any period in which offers or sales are being made,
  a post-effective amendment to this Registration Statement: (i) to include any
  prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
  amended (the "Securities Act"), unless the information required to be included
  in such post-effective amendment is contained in periodic reports filed by the
  Company pursuant to Section 13 or Section 15(d) of the Exchange Act and
  incorporated herein by reference; (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 unless the information required to be included in such
  post-effective amendment is contained in periodic reports filed by the Company
  pursuant to Section 13 or Section 15(d) of the Exchange Act and incorporated
  herein by reference; (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;
  
  
                                        -3-
  <PAGE>   4
      (2)     That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof; and
  
      (3)     To remove from registration by means of a post-effective amendment
  any of the securities being registered that remain unsold at the termination of
  the offering.
  
      B.      The Company hereby undertakes 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 that is
  incorporated by reference in this Registration Statement shall be deemed to be
  a new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
      C.      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 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.
  
  
                                       -4-
  <PAGE>   5
                                     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 to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on July 27, 1998.
  
                                      BRISTOL HOTELS & RESORTS
  
  
                                      By: /s/ J. Peter Kline                     
                                         ----------------------------------------
                                                   J. Peter Kline
                                         Chairman and Chief Executive Officer
  
      Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated on July 27, 1998.
  
  <TABLE>
  <S>                                                                   <C>
                       Signature                                                       Title
                       ---------                                                       -----
  
  
        /s/ J. Peter Kline                                              Chairman and Chief Executive Officer
  ------------------------------------------------------                    (Principal Executive Officer)
                     J. Peter Kline                                         
  
  
        /s/ Jeffrey P. Mayer                                                  Senior Vice President and
  ------------------------------------------------------                        Chief Financial Officer 
                     Jeffrey P. Mayer                                        (Principal Financial Officer)
                                                                                                                         
  
  
        /s/ John D. Bailey                                                  Vice President and Controller
  ------------------------------------------------------                   (Principal Accounting Officer) 
                     John D. Bailey                                                                       
  
  
        /s/ John A. Beckert                                    President, Chief Operating Officer and Director
  ------------------------------------------------------                                                       
                     John A. Beckert
  
  
        /s/ Robert A. Whitman                                                         Director
  ------------------------------------------------------                                       
                     Robert A. Whitman
  
  
        /s/ Reginald K. Brack                                                         Director
  ------------------------------------------------------                                       
                     Reginald K. Brack
  
  
        /s/ James J. Pinto                                                            Director
  ------------------------------------------------------                                       
                     James J. Pinto
  
  
        /s/ David A. Dittman                                                          Director
  ------------------------------------------------------                                       
                     David A. Dittman
  
  
        /s/ Thomas R. Oliver                                                          Director
  ------------------------------------------------------                                       
                     Thomas R. Oliver
  
  
        /s/ Kurt C. Read                                                              Director
  ------------------------------------------------------                                       
                     Kurt C. Read
  </TABLE>
  
  
                                        -5-
  <PAGE>   6
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
   Exhibit
     No.                                                  Exhibit                             Page
   -------                                                -------                             ----
  <S>         <C>
    4.1       Form of Common Stock Certificate (1)
  
    4.2       Amended and Restated Certificate of Incorporation of the Company
  
    4.3       Amended and Restated Bylaws of the Company
  
    5.1       Opinion of Jones, Day, Reavis & Pogue
  
  23.1        Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)
  
  23.2        Consent of Arthur Andersen LLP
  
  23.3        Consent of Price Waterhouse LLP
  -----------                                
  </TABLE>
  
  (1) Incorporated by reference to the Company's Registration Statement on Form
      10 (Commission File No. 001-14047).
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20084}]
metadata_filer: {"company-data": {"conformed-name": "BRISTOL HOTELS & RESORTS INC", "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": "333-59965", "film-number": "98672000"}, "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"}}
text: 1
  
  As filed with the Securities and Exchange Commission on July 27, 1998
                                                             Registration No. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
  
                                 ------------------
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                 ------------------
  
                              BRISTOL HOTELS & RESORTS
               (Exact Name of Registrant as Specified in its Charter)
  
        DELAWARE                                                   75-2754805
  (State of Incorporation)                                     (I.R.S. Employer
                                                            Identification Number)
  
                                 14295 MIDWAY ROAD
                                DALLAS, TEXAS  75244
                      (Address of Principal Executive Offices)
  
                              BRISTOL HOTELS & RESORTS
                            1998 EQUITY INCENTIVE PLAN,
  
                     ------------------------------------------                  
  
                              BRISTOL HOTELS & RESORTS
                               NON-EMPLOYEE DIRECTORS
                                 STOCK OPTION PLAN,
  
                     ------------------------------------------                  
  
                               BRISTOL HOTEL COMPANY
                        AMENDED 1995 EQUITY INCENTIVE PLAN,
  
                                        AND
                                        ---
  
                               BRISTOL HOTEL COMPANY
                           AMENDED STOCK OPTION PLAN FOR
                               NON-EMPLOYEE DIRECTORS
                              (Full Title of the Plan)
  
                              LYNN MARIE LUCIER, ESQ.
                            VICE PRESIDENT AND SECRETARY
                              BRISTOL HOTELS & RESORTS
                                 14295 MIDWAY ROAD
                                DALLAS, TEXAS  75244
                                   (972) 391-3910
             (Name, Address and Telephone Number for Agent of Service)
  
                                 ------------------
  
                          CALCULATION OF REGISTRATION FEE
  ============================================================================================================================
                                                                               Proposed 
                                                                                Maximum          Proposed
   Title of                                                    Amount          Offering           Maximum           Amount of
   Securities to                                               to be           Price per         Aggregate        Registration
   be Registered (1)                                       Registered (1)      Share (2)      Offering Price         Fee (3)
   -----------------                                       --------------      ---------      --------------      ------------
  Common Stock, par value $0.01 per share .  .  .  .        7,091,250         $  1.42        $ 10,069,575.00      $ 2,970.52
  ============================================================================================================================
  (1)   Represents the aggregate shares available under the Bristol Hotels &
           Resorts 1998 Equity Incentive Plan, the Bristol Hotels & Resorts
           Non-Employee Directors Stock Option Plan (collectively the "BHR
           Plans"), and the options to purchase Common Shares of Bristol Hotels &
           Resorts that were granted under the Bristol Hotel Company Amended 1995
           Equity Incentive Plan and the Bristol Hotel Company Amended Stock
           Option Plan for Non-Employee Directors (collectively, with the BHR
           Plans, the "Plans") and were assumed by Bristol Hotels & Resorts in the
           Spin-Off of Bristol Hotels & Resorts from its parent, Bristol Hotel
           Company. Pursuant to Rule 416, there are also registered hereunder an
           indeterminate number of additional shares as may become subject to the
           Plans as a result of the antidilution provisions contained therein.
  
     (2)   The "Proposed Maximum Offering Price per Share" is equal to the
           weighted average of (a) the book value for the 6,191,850 Common Shares
           registered hereunder that are reserved for issuance under the Plans
           for future grants at exercise prices which have not been established;
           and (b) the exercise prices for outstanding options to acquire 929,400
           Common Shares registered hereunder that are issuable under the Bristol
           Hotel Company Amended 1995 Equity Incentive Plan and the Bristol Hotel
           Company Amended Stock Option Plan for Non-Employee Directors.
  
     (3)   The registration fee has been computed in accordance with paragraph
           (h)(i) of Rule 457.
  
  ================================================================================
  2
                                  EXPLANATORY NOTE
  
      The information called for by Part I of Form S-8 is included in the
  description of the Bristol Hotels & Resorts 1998 Equity Incentive Plan, the
  Bristol Hotels & Resorts Non-Employee Directors Stock Option Plan, the Bristol
  Hotel Company Amended 1995 Equity Incentive Plan, as assumed by Bristol Hotels
  & Resorts (the "Company"), and the Bristol Hotel Company Amended Stock Option
  Plan for Non-employee Directors, as assumed by the Company, (collectively, the
  "Plans") to be delivered to persons receiving grants pursuant to the Plans.
  Pursuant to the Note to Part I of Form S-8, this information is not being filed
  with or included in this Form S-8.
  
                                      PART II
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
      The Company hereby incorporates by reference into this Registration
  Statement the Company's Registration Statement on Form 10 (Commission File No.
  1-14047) filed with the Securities and Exchange Commission on June 18, 1998.
  
      All documents subsequently filed by 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 hereby have been sold or which
  deregisters all such securities then remaining unsold, shall be deemed to be
  incorporated by reference in this Registration Statement and to be a part
  hereof from the date of filing of such documents.  Any statement contained
  herein or in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for all purposes of this
  Registration Statement to the extent that a statement contained herein or
  therein or in any other subsequently filed document that 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.
  
  ITEM 4.  DESCRIPTION OF SECURITIES
  
      Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
      Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
      The Company's Certificate of Incorporation provides that the personal
  liability of directors of the Company to the Company is eliminated to the
  maximum extent permitted by Delaware law.  The Company's Certificate of
  Incorporation and Bylaws provide for the indemnification of the directors,
  officers, employees, and agents of the Company and its subsidiaries to the
  fullest extent that may be permitted by Delaware law from time to time, and the
  Bylaws provide for various procedures relating thereto.  Section 145 of the
  Delaware General Corporation Law (the "DGCL") permits the Company to indemnify
  its directors and officers for liabilities, costs and expenses that such
  persons may incur as a result of actions they  may take in performing their
  duties as officers and directors.  In order to be indemnified under Delaware
  law, the person must have acted in good faith and in a manner he believed was
  in, or not opposed to, the best interests of the Company.  In the case of any
  criminal proceeding, the person must not have reasonable cause to believe that
  his conduct was unlawful.  In Delaware, if a person is found by a court to be
  liable to the corporation, that court must approve any reimbursement of
  expenses to such person.  The foregoing limitations do not, however, apply to
  the indemnity contracts to which all officers and directors are parties with
  the Company.  Any amendment or repeal of the Company's Certificate of
  Incorporation may not adversely affect the rights of any person entitled to
  indemnification for any event occurring prior to such amendment or repeal.
  
      Under Delaware law, directors, officers, employees, and other individuals
  may be indemnified against expenses (including attorneys' fees), judgments,
  fines, and amounts paid in settlement in connection with specified actions,
  suits or proceedings, whether civil, criminal, administrative, or investigative
  (other than an action by or in the right of the
  
                                        -2-
  3
  corporation -- a "derivative action") if they acted in good faith and in a
  manner they reasonably believed to be in or not opposed to the best interests
  of the Company and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe their conduct was unlawful.  A similar standard of
  care is applicable in the case of a derivative action, except that
  indemnification only extends to expenses (including attorneys' fees) incurred
  in connection with defense or settlement of such an action and Delaware law
  requires court approval before there can be any indemnification of expenses
  where the person seeking indemnification has been found liable to the Company.
  
      As authorized by the Company's Certificate of Incorporation, the Company
  intends to enter into indemnification agreements with each of its directors,
  which provide for indemnification greater or otherwise different than that
  provided for in the Certificate of Incorporation or by the DGCL.
  Notwithstanding anything to the contrary in the Certificate of Incorporation,
  if the Company enters into a contract with any director providing for
  indemnification of the director, the provisions of the contract will
  exclusively govern the Company's obligations in respect of indemnification for
  or advancement of fees or disbursements of the director's counsel or any other
  professional engaged by the director.
  
  ITEM 7.  EXEMPTION FROM REGISTERED CLAIMED
  
      Not applicable.
  
  ITEM 8.  EXHIBITS
  
        4.1   Form of Common Stock Certificate (1) 
  
        4.2   Amended and Restated Certificate of Incorporation of the Company 
  
        4.3   Amended and Restated Bylaws of the Company 
  
        5.1   Opinion of Jones, Day, Reavis & Pogue 
  
       23.1   Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1) 
  
       23.2   Consent of Arthur Andersen LLP 
  
       23.3   Consent of Price Waterhouse  LLP
  
  -----------
  
      (1)     Incorporated by reference to the Company's Registration Statement
              on Form 10 (Commission File No. 1-14047).
  
  ITEM 9.  UNDERTAKINGS
  
      A.      The Company hereby undertakes:
  
      (1)     To file, during any period in which offers or sales are being made,
  a post-effective amendment to this Registration Statement: (i) to include any
  prospectus required by Section 10(a)(3) of the Securities Act of 1933, as
  amended (the "Securities Act"), unless the information required to be included
  in such post-effective amendment is contained in periodic reports filed by the
  Company pursuant to Section 13 or Section 15(d) of the Exchange Act and
  incorporated herein by reference; (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 unless the information required to be included in such
  post-effective amendment is contained in periodic reports filed by the Company
  pursuant to Section 13 or Section 15(d) of the Exchange Act and incorporated
  herein by reference; (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;
  
                                        -3-
  4
      (2)     That, for the purpose of determining any liability under the
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof; and
  
      (3)     To remove from registration by means of a post-effective amendment
  any of the securities being registered that remain unsold at the termination of
  the offering.
  
      B.      The Company hereby undertakes 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 that is
  incorporated by reference in this Registration Statement shall be deemed to be
  a new registration statement relating to the securities offered therein, and
  the offering of such securities at that time shall be deemed to be the initial
  bona fide offering thereof.
  
      C.      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 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.
  
                                       -4-
  5
                                     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 to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on July 27, 1998.
  
                                      BRISTOL HOTELS & RESORTS
  
                                      By: /s/ J. Peter Kline                     
                                         ----------------------------------------
                                                   J. Peter Kline
                                         Chairman and Chief Executive Officer
  
      Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated on July 27, 1998.
  Signature                                                       Title
                       ---------                                                       -----
  
        /s/ J. Peter Kline                                              Chairman and Chief Executive Officer
  ------------------------------------------------------                    (Principal Executive Officer)
                     J. Peter Kline                                         
  
        /s/ Jeffrey P. Mayer                                                  Senior Vice President and
  ------------------------------------------------------                        Chief Financial Officer 
                     Jeffrey P. Mayer                                        (Principal Financial Officer)
                                                                                                                         
  
        /s/ John D. Bailey                                                  Vice President and Controller
  ------------------------------------------------------                   (Principal Accounting Officer) 
                     John D. Bailey                                                                       
  
        /s/ John A. Beckert                                    President, Chief Operating Officer and Director
  ------------------------------------------------------                                                       
                     John A. Beckert
  
        /s/ Robert A. Whitman                                                         Director
  ------------------------------------------------------                                       
                     Robert A. Whitman
  
        /s/ Reginald K. Brack                                                         Director
  ------------------------------------------------------                                       
                     Reginald K. Brack
  
        /s/ James J. Pinto                                                            Director
  ------------------------------------------------------                                       
                     James J. Pinto
  
        /s/ David A. Dittman                                                          Director
  ------------------------------------------------------                                       
                     David A. Dittman
  
        /s/ Thomas R. Oliver                                                          Director
  ------------------------------------------------------                                       
                     Thomas R. Oliver
  
        /s/ Kurt C. Read                                                              Director
  ------------------------------------------------------                                       
                     Kurt C. Read
  -5-
  6
                                 INDEX TO EXHIBITS
  Exhibit
     No.                                                  Exhibit                             Page
   -------                                                -------                             ----
  4.1       Form of Common Stock Certificate (1)
  
    4.2       Amended and Restated Certificate of Incorporation of the Company
  
    4.3       Amended and Restated Bylaws of the Company
  
    5.1       Opinion of Jones, Day, Reavis & Pogue
  
  23.1        Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1)
  
  23.2        Consent of Arthur Andersen LLP
  
  23.3        Consent of Price Waterhouse LLP
  -----------
  (1) Incorporated by reference to the Company's Registration Statement on Form
      10 (Commission File No. 001-14047).