UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                 ---------------


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported): July 14, 2003

                              --------------------

                         Commission File Number 0-22935

                             PEGASUS SOLUTIONS, INC.

             (Exact name of registrant as specified in its charter)



             DELAWARE                                  75-2605174
   (State or other jurisdiction                      (I.R.S. Employer
 of incorporation or organization)                  Identification No.)


               CAMPBELL CENTRE I, 8350 NORTH CENTRAL EXPRESSWAY,
                         SUITE 1900, DALLAS, TEXAS 75206
               (Address of principal executive office) (Zip Code)


       Registrant's telephone number, including area code: (214) 234-4000









ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE

Proposed Offering of Convertible Senior Notes

Pegasus Solutions, Inc., a Delaware corporation ("Pegasus"), today issued a
press release announcing its intention to offer, subject to market conditions
and other factors, approximately $75 million aggregate principal amount of
Convertible Senior Notes due 2023 through a private placement offering to
qualified institutional buyers as defined in Rule 144A under the Securities Act
of 1933, as amended. Pegasus expects to grant the initial purchasers of the
notes an option to purchase up to an additional $15 million principal amount of
the notes. The press release is attached hereto as Exhibit 99.1.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

         (c) Exhibits

         Exhibit 99.1 - Press Release dated July 14, 2003 entitled "Pegasus
Solutions Announces Proposed Offering of $75 Million of Convertible Senior
Notes."





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                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this current report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.

                                         PEGASUS SOLUTIONS, INC.


July 14, 2003                            /s/  SUSAN K. COLE
                                         -----------------------------------
                                         Chief Financial Officer




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                                 EXHIBIT INDEX




EXHIBIT NO.                              DESCRIPTION
- -----------                              -----------
   99.1                                  Press Release dated July 14, 2003
                                         entitled "Pegasus Solutions
                                         Announces Proposed Offering of
                                         $75 Million of Convertible
                                         Senior Notes."