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):  February 4, 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 of                    (I.R.S. Employer
      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

     On  February  4,  2003,  Pegasus  Solutions,  Inc.  issued  a press release
announcing  its financial results for the fourth quarter and year ended December
31, 2002, as well as its plans to strategically integrate the company.  Attached
to  this current report on Form 8-K is a copy of the related press release dated
February  4,  2003.


Item  7.     Financial  Statements  and  Exhibits

(c)     Exhibits

Exhibit  Number                    Description
- ---------------                    -----------
            99.1               Press  release  issued  February  4,  2003








                                    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.


February  5,  2003                                   /s/  SUSAN  K.  COLE
                                                     --------------------
                                                     Chief  Financial  Officer




                                  EXHIBIT INDEX

          Exhibit  Number                         Description
          ---------------                         -----------
                   99.1               Press  release  issued  February  4,  2003



             Exhibit 99.1     Press release issued February 4, 2003



     CONTACTS:
Pegasus  Solutions                    FD  Morgen-Walke
Marcie  Hyder                         Kirin  Smith
Press:  Karin  Wacaser                Press:  Evan  Goetz
214-234-4000                          212-850-5600


PEGASUS  SOLUTIONS  REPORTS  FOURTH  QUARTER  AND  FULL  YEAR  2002  RESULTS;
ANNOUNCES  STRATEGIC  INTEGRATION,  ESTIMATES $8 MILLION TO $9 MILLION IN ANNUAL
COST  SAVINGS

DALLAS,  TX-FEBRUARY  4, 2003- PEGASUS SOLUTIONS, INC. (NASDAQ: PEGS), a leading
worldwide  provider of hotel reservations-related services and technology, today
announced  financial  results for the fourth quarter and year ended December 31,
2002,  as  well  as  its  plans  to  strategically  integrate  the  company.

On a GAAP basis, the company's net loss per diluted share for the fourth quarter
2002 was $0.06, compared to a net loss per diluted share of $0.14 for the fourth
quarter  of 2001.  For the full year 2002, diluted net loss per share was $0.14,
compared  to  $1.21  for  2001.  For  comparative  purposes, the company adopted
Statement  of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other
Intangible Assets," on January 1, 2002, and accordingly, did not record goodwill
amortization  during  2002.  If  SFAS  142  had  been  in  effect  during  2001,
comparable net income (loss) per share for the fourth quarter and full year 2001
would  have  been  $0.01  and  ($0.61),  respectively.

Diluted  cash  earnings,  which  excludes  purchase  accounting amortization and
non-recurring  items,  was  $0.13  per  share  for  the  fourth quarter of 2002,
compared  to  $0.05  per share for the same quarter last year representing a 160
percent  increase.  For the full year 2002, diluted cash earnings was  $0.54 per
share  or  20  percent  higher  than  the  $0.45  per  share  generated in 2001.

"Our achievement of 20 percent cash EPS growth in 2002 reflects the strength and
resilience  of  our  business  model,  particularly  in light of the challenging
economic  and travel industry climate throughout 2002," said John F. Davis, III,
chairman  and  chief  executive  officer  of  Pegasus  Solutions.

Certain  Revenue  and  Expense  Reclassifications
- -------------------------------------------------
Historically, certain reimbursable expenses, primarily GDS fees the company pays
on  behalf  of  and subsequently bills to its customers, have been recorded as a
reduction  to  revenue.  Under current accounting rules that went into effect in
2002,  these  amounts  should be recorded as revenue with a corresponding amount
recorded  as expense.  2002 and 2001 financial results have been reclassified to
conform to this required presentation.  These reclassifications had no impact on
the  company's  net loss, net loss per share, cash earnings per share or EBITDA.
However, EBITDA as a percent of revenue, or EBITDA margin, decreased slightly as
a  result  of  these reclassifications.  A reconciliation is provided below with
more  details  regarding  these  reclassifications.

Fourth  Quarter  2002  Results  and  Other  Highlights
- ------------------------------------------------------
- -     Total  revenue  was  $43.4  million,  compared  to  $42.0  million for the
year-ago  quarter.
- -     Consolidated  EBITDA  increased  to  $8.3  million,  or  61  percent, over
adjusted  EBITDA  for  the  fourth quarter of 2001.  Consolidated EBITDA margins
improved  to  19  percent  from  12  percent  in  2001.
- -     The  company's  technology division generated revenue of $27.3 million and
EBITDA  of  $5.3  million, or 20 percent of revenue. This compared to revenue of
$26.4 million and adjusted EBITDA of $4.0 million, or 15 percent of revenue, for
the  same  quarter  last  year.
- -     The  company's  hospitality division, or Utell, generated revenue of $16.1
million  and  EBITDA of $3.0 million, or 19 percent of revenue. This compared to
revenue  of  $15.6  million and adjusted EBITDA of $1.2 million, or 8 percent of
revenue,  for  the  same  quarter  last  year.
- -     Cash  flow  from  operations  was  $6.6  million.
- -     Pegasus  signed  Travelodge  UK  to a comprehensive 7-year agreement for a
suite  of  hotel technology services, including its PegasusCentral(TM) Web-based
hospitality  management  service.

Full  Year  2002  Results  and  Other  Highlights
- -------------------------------------------------
- -     Total revenue, excluding a customer termination fee, was $186.4 million in
2002,  which was essentially flat compared to revenue from continuing operations
in  2001.
- -     Consolidated  EBITDA,  excluding  a customer termination fee, increased to
$37.5  million,  resulting  in  consolidated  EBITDA  margins  improving from 16
percent  in  2001  to  20  percent  in  2002.
- -     Excluding  a  customer  termination fee, the company's technology division
generated  revenue  of $116.9 million and EBITDA of $24.1 million, or 21 percent
of  revenue.  This  compared to revenue of $112.9 million and adjusted EBITDA of
$23.3  million,  or  21  percent of revenue, for 2001.  See table below for more
information  on  non-recurring  items.
- -     The  company's  hospitality division, or Utell, generated revenue of $69.5
million,  compared  to  $73.1  million  from  continuing  operations  last year.
Utell's  EBITDA was $13.4 million, almost doubling adjusted EBITDA for the prior
year  of  $7.0  million.
- -     Pegasus'  balance  sheet  remains strong, including $23.9 million of cash,
cash  equivalents  and  short-term  investments  with  no  outstanding  debt.
- -     Cash  flow from operations was $38.3 million, compared to $25.4 million in
2001.

Revenue  by  Business  Unit
- ---------------------------
Within the technology division, fourth quarter 2002 Reservation Services revenue
was $18.5 million compared to fourth quarter 2001 revenue of $18.1 million.  For
the  full  year,  Reservation  Services  revenue,  excluding  the customer early
termination  fee,  was  $80.5  million,  a  1  percent  increase over 2001.  The
increase  in  year-over-year  revenues primarily resulted from revenues from new
customers,  incremental  increases  in revenues from existing customers and a 46
percent  increase  in higher margin Internet transactions.  These increases were
partially  offset  by  the  loss  of  two  CRS  customers  during  the  year.

During the fourth quarter, Financial Services revenue increased to $7.3 million,
or 14 percent, over the prior year due to increased transaction volume and gross
commissions  processed,  and  an increase in the average travel agent fee earned
from each transaction.  For 2002, Financial Services revenue increased 5 percent
to  $29.9  million,  compared  to  $28.5  million  for  2001.

Property  Systems  and Services generated revenue of $1.5 million for the fourth
quarter  of  2002,  down  $370,000  from  the  fourth quarter of 2001.  Property
Systems  and  Services  revenue for the full year was $6.5 million, a 41 percent
increase  over  2001.  This  increase  was  primarily  due to the September 2001
acquisition  of  Tempe-based  Global Enterprise Technology Solutions, LLC (GETS)
and  increasing  revenues  from  the  continued  rollout  of PegasusCentral, the
company's  Web-based  property  system.

The company's Utell division had revenue for the quarter totaling $16.1 million,
up 4 percent from the fourth quarter of 2001 due to increases in the gross hotel
revenue  delivered  and the overall average daily room rates.  As expected, full
year  revenues from continuing operations decreased 5 percent from $73.1 million
in  2001 to $69.5 million in 2002 primarily resulting from the planned portfolio
reduction,  which  was  focused  on improving margins on a per hotel basis.  The
number  of  hotels in Utell's portfolio at December 31, 2002 was 14 percent less
than  the  number  of  hotels  at  the  end  of 2001 as a result of this planned
portfolio  reduction.

Strategic  Integration
- ----------------------
Today,  Pegasus  also  announced  a  strategic  reorganization  to integrate its
technology  and  hospitality  divisions  into  one  operating  unit.  The single
operating  unit  will  have  integrated  support  functions  that  will  be
customer-driven  and  will  have  consolidated  sales  and  marketing,  product
development,  service  delivery,  reservation/data  management,  information
technology,  finance  and  human  resources  functions.

Commenting  on  the  integration,  Davis  said,  "The  reorganization  plan  we
implemented  during  late 2001 was successful in demonstrating the true value of
Utell.  Our  current plan to integrate Utell with our technology business is the
final  step  in  realizing additional synergies as one fully integrated company.
We  created  this new organizational structure with a focus on our customers and
growing  revenue."

The  proposed  integration plan, which includes the elimination of approximately
270 redundant positions, should be substantially completed during the first half
of  2003.  Consultation  concerning  the  potential  redundancies  is  currently
underway.  Upon  the  completion  of  the  reorganization  and  consolidation of
certain facilities, the estimated annual cost savings are expected to range from
$8  million  to  $9  million.  As  a  result  of  the  plan,  Pegasus will incur
restructure  and  asset  impairment costs ranging from $4 million to $5 million,
which  will  be  recorded  over  the  next  several  quarters.

Also related to the integration, the company announced changes in key leadership
positions  to  support the new organizational structure.  Mark C. Wells, who was
formerly  president and chief operating officer of the company's Utell division,
is  now  executive  vice  president  and  chief  operating  officer  of  Pegasus
Solutions.  Joseph  W. Nicholson, who was formerly president and chief operating
officer  of  the  company's  technology  division,  is  taking  on a new role as
executive  vice  president,  strategic  planning  and corporate development.  In
addition,  Pegasus  has  established  a  new  position  to  handle its sales and
marketing  efforts  worldwide and is actively recruiting a seasoned executive to
fill  the  role  of  executive  vice  president,  sales  and  marketing.

Outlook
- -------
Commenting  on  the company's outlook, Susan K. Cole, chief financial officer of
Pegasus  Solutions,  said,  "In  addition  to  better  aligning our products and
services  with  customers'  needs, this integration plan is designed to optimize
our  cost  structure to take full advantage of any incremental, internal revenue
growth  or improvement in the economy and travel industry.  Unfortunately, there
continues to be a slower than anticipated recovery in the nation's economy, soft
demand  for  corporate business travel and the threat of war, which may continue
to  adversely  affect  our  results.  Nevertheless,  we  are  still committed to
maintaining  our  strong  balance  sheet,  improving  on our EBITDA margin of 20
percent  and  generating  positive  operating  cash flows.  Due to our strategic
integration  plan,  we now project our full year 2003 cash earnings estimates to
be  in  the  range  of  $0.59  to $0.66.  As a result of the revenue and expense
reclassifications  discussed  earlier, we estimate revenue for 2003 to be in the
range  of  $190  million  and  $200  million."

In  conclusion  Davis  said, "During 2002, we invested in technology and product
development  and built a strong foundation, which we believe will not only carry
us through the current period of uncertainty, but will also allow us to grow and
meet  the ever-changing needs of our customers as one fully-integrated company."

Conference  Call
- ----------------
Following  this  release, Pegasus Solutions will host a conference call today at
4:45  p.m. (EST), 3:45 p.m. (CST).  The call will be simultaneously Webcast over
the  Internet.  To  access  the  Webcast,  go  to  the  Company's  Web  site,
http://www.pegs.com.  Click  on  "investor,"  or  go  directly  to
http://www.pegs.com/investor/investor.htm.

COMPANY  INFORMATION
- --------------------
Dallas-based Pegasus Solutions, Inc. (www.pegs.com) is a leading global provider
of  hotel  reservations-related services and technologies.  Its services include
central reservations systems; electronic distribution services that connect more
than 44,000 hotels to the Internet and to the global distribution systems (GDS);
travel agent commission processing and payment services; the Utell marketing and
reservation  representation  service  (www.Utell.com); and PegasusCentral(TM), a
Web-based  enterprise  solution with property management applications.  Pegasus'
customers  comprise  tens  of  thousands  of  travel  agencies around the world,
including the top 10 largest U.S.-based travel agencies1foot1Travel Weekly, June
24, 2002, "Top 50 Travel Agencies"; more than 48,000 hotel properties around the
globe,  including the 50 largest hotel brands in the world based on total number
of  guest  rooms2foot2Hotel Business, February 7, 2002, "The Top Hotel Brands" -
ranked by total number of rooms (2001); and thousands of Web sites/services have
their  hotel  reservations Powered by Pegasus(TM).  In addition to its corporate
headquarters  in  Dallas,  Pegasus  has  20  offices  in 11 countries, including
regional  hubs  in Phoenix, London and Singapore.  The company's stock is traded
on  the  Nasdaq  National  Market  under  the  symbol  PEGS.

Some statements made in this press release are forward-looking statements within
the  meaning  of  the  Private  Securities  Litigation  Reform  Act  of  1995.
Forward-looking statements include statements regarding future events, financial
performance  and  financial  projections,  as well as management's expectations,
beliefs,  hopes,  intentions  or  strategies regarding the future.  Because such
statements  deal  with  future  events,  they  are  subject to various risks and
uncertainties,  and  actual  results  could  differ  materially  from  current
expectations.  Factors  that  could  cause  or  contribute  to  such  difference
include,  but are not limited to, terrorist acts or war, variation in demand for
and  acceptance  of  the  company's  products  and services and timing of sales,
general  economic  conditions including a slowdown in technology spending by the
company's  current  and  prospective  customers,  failure to maintain successful
relationships  with  and  to  establish  new  relationships  with customers, the
success  of  the  company's  international  operations, the level of product and
price  competition  from  existing and new competitors, changes in the company's
level  of  operating  expenses  and  its  ability  to  control  costs, delays in
developing,  marketing and deploying new products and services, as well as other
risks  identified  in  the company's Securities and Exchange Commission filings,
including  those  appearing under the caption Risk Factors in the company's 2001
Annual  Report  on  Form 10-K and Quarterly Reports on Form 10-Q filed since the
Annual  Report.

Management  evaluates  company  performance  based  on earnings before interest,
income  tax,  depreciation, amortization and other non-recurring items (EBITDA).
Although  EBITDA  is  not  calculated  in  accordance  with  generally  accepted
accounting  principles, Pegasus believes that EBITDA is widely used by analysts,
investors  and others as a measure of operating performance.  Nevertheless, this
measure  should  not  be  considered  in  isolation  of, or as a substitute for,
operating  income, cash flows from operating activities or any other measure for
determining  the company's operating performance or liquidity that is calculated
in  accordance  with  generally  accepted  accounting  principles.  In addition,
Pegasus' calculation of EBITDA is not necessarily comparable to similarly titled
measures  reported  by  other  companies.

1Travel  Weekly,  June  24,  2002,  "Top  50  Travel  Agencies"
2Hotel Business, February 7, 2002, "The Top Hotel Brands" - ranked by total
number of rooms (2001)





                             PEGASUS SOLUTIONS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)


                                      Three Months Ended        Year Ended
                                          December 31,          December 31,
                                          ------------          ------------

                                        2002      2001       2002       2001
                                      --------  ---------  ---------  ---------
                                                          
Revenues:
Service revenues                      $40,664   $ 39,193   $178,769   $180,668
Customer reimbursements                 2,780      2,823     11,181     12,079
                                      --------  ---------  ---------  ---------
Total revenues                         43,444     42,016    189,950    192,747
                                      --------  ---------  ---------  ---------

Cost of services:
Cost of services                       19,941     22,663     88,717     98,838
Customer reimbursements                 2,780      2,823     11,181     12,079
                                      --------  ---------  ---------  ---------
Total cost of services                 22,721     25,486     99,898    110,917
                                      --------  ---------  ---------  ---------

Research and development                1,317      1,956      5,821      7,842
General and administrative expenses     6,470      5,741     25,146     25,201
Marketing and promotion expenses        4,620      4,374     17,998     21,709
Depreciation and amortization          11,623     16,474     48,075     65,651
Restructure costs                           -        597          -      7,696
                                      --------  ---------  ---------  ---------

Operating loss                         (3,307)   (12,612)    (6,988)   (46,269)

Other income (expense):
Interest income, net                      307        193      1,224        768
Equity in loss of investee                  -          -          -       (634)
Gain on sale of business units              -      5,460          -      5,538
Other                                     535      2,044        130      1,914
                                      --------  ---------  ---------  ---------

Loss before income taxes               (2,465)    (4,915)    (5,634)   (38,683)
Income tax benefit                       (991)    (1,579)    (2,115)    (8,946)
                                      --------  ---------  ---------  ---------
Net loss                              $(1,474)  $ (3,336)  $ (3,519)  $(29,737)
                                      ========  =========  =========  =========

Net loss per share:
Basic and diluted                     $ (0.06)  $  (0.14)  $  (0.14)  $  (1.21)
                                      ========  =========  =========  =========

Weighted average shares outstanding:
Basic and diluted                      24,822     24,632     24,818     24,570
                                      ========  =========  =========  =========







                                  PEGASUS SOLUTIONS, INC.
                   CONSOLIDATED STATEMENT OF OPERATIONS - CASH EARNINGS
                         (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                        (UNAUDITED)

                                                         Three Months Ended
                                                          December 31, 2002
                                                          -----------------
                                                             Cash Earnings

                                               As Reported    Adjustments   Cash Earnings
                                              -------------  -------------  --------------
                                                                   
Revenues:
Service revenues                              $     40,664   $          -   $       40,664
Customer reimbursements                              2,780
                                              -------------  -------------  --------------
Total revenues                                      43,444              -           40,664
                                              -------------  -------------  --------------

Cost of services
Cost of services                                    19,941              -           19,941
Customer reimbursements                              2,780
                                              -------------  -------------  --------------
Total cost of services                              22,721              -           19,941
                                              -------------  -------------  --------------

Research and development                             1,317              -            1,317
General and administrative expenses                  6,470              -            6,470
Marketing and promotion expenses                     4,620              -            4,620
Depreciation and amortization1                      11,623         (7,803)           3,820
                                              -------------  -------------  --------------

Operating income (loss)                             (3,307)         7,803            4,496

Other income (expense):
Interest income, net                                   307              -              307
Other                                                  535              -              535
                                              -------------  -------------  --------------

Income before income taxes                          (2,465)         7,803            5,338
Income tax expense (benefit)2                         (991)         3,019            2,028
                                              -------------  -------------  --------------
Net income (loss)                             $     (1,474)  $      4,784   $        3,310
                                              =============  =============  ==============

Diluted net income (loss) per share           $      (0.06)                  $        0.13
                                              =============                  =============

Diluted weighted average shares outstanding         24,822                         25,265
                                              =============                  =============
<FN>

Notes:
- ------
(1)  -  To  adjust  for  amortization  of  purchased  identifiable  intangible  assets.
(2)  -  To adjust income tax expense (benefit) for assumed 38% tax rate for cash earnings.







                                             PEGASUS SOLUTIONS, INC.
                       RECONCILIATION OF CERTAIN RECLASSIFICATIONS AND NON-RECURRING ITEMS
                                                 ($ IN THOUSANDS)
                                                   (UNAUDITED)


NOTE:
- -----
Historically,  certain  reimbursable expenses, primarily GDS fees, the company pays on behalf of and subsequently
bills  to  its  customers, have been recorded as a reduction to revenue.  Under current accounting rules that went
into effect in  2002,  these  amounts  should  be  recorded  as  revenue  with  a  corresponding amount recorded as
expense.  All 2002 and 2001 financial results  have  been  reclassified  to conform to this required presentation.
These reclassifications had no impact on the company's net loss, net loss per share, cash earnings per share or EBITDA.
However, EBITDA as a percent of revenue, or EBITDA  margin,  decreased  slightly as a result of these reclassifications.
The following table illustrates these reclassifications as well as non-recurring items that affected the presentation
of  the  company's  financial  statements.

                                                THREE MONTHS ENDED                    THREE MONTHS ENDED
                                                 DECEMBER 31, 2002                    DECEMBER 31, 2001
                                                 -----------------                    -----------------

                                      AS REPORTED    RECLASSES    REVISED    AS REPORTED    RECLASSES    REVISED
                                     -------------  -----------  ---------  -------------  -----------  ---------
                                                                                      
 Technology revenue - as reported    $     24,927   $        -   $ 24,927   $     24,584   $        -   $ 24,584
      Customer reimbursements                   -        1,521      1,521              -        1,499      1,499
      Other                                     -          842        842              -          333        333
                                     -------------  -----------  ---------  -------------  -----------  ---------
 Technology revenue - as revised           24,927        2,363     27,290         24,584        1,832     26,416
                                     -------------  -----------  ---------  -------------  -----------  ---------

 Hospitality revenue - as reported         14,895            -     14,895         14,276            -     14,276
      Customer reimbursements                   -        1,259      1,259              -        1,324      1,324
                                     -------------  -----------  ---------  -------------  -----------  ---------
 Hospitality revenue - as revised          14,895        1,259     16,154         14,276        1,324     15,600
                                     -------------  -----------  ---------  -------------  -----------  ---------

 CONSOLIDATED REVENUE                $     39,822   $    3,622   $ 43,444   $     38,860   $    3,156   $ 42,016
                                     =============  ===========  =========  =============  ===========  =========

 CONSOLIDATED OPERATING EXPENSES     $     43,129   $    3,622   $ 46,751   $     51,472   $    3,156   $ 54,628
                                     =============  ===========  =========  =============  ===========  =========

 CONSOLIDATED NET LOSS               $     (1,474)  $        -   $ (1,474)  $     (3,336)  $        -   $ (3,336)
                                     =============  ===========  =========  =============  ===========  =========

 Technology EBITDA - as reported            5,319            -      5,319          3,768            -      3,768
       Non-recurring items1                     -            -          -            197            -        197
                                     -------------  -----------  ---------  -------------  -----------  ---------
 TECHNOLOGY EBITDA - AS REVISED             5,319            -      5,319          3,965            -      3,965
                                     -------------  -----------  ---------  -------------  -----------  ---------
Technology EBITDA margin %                   21.3%        -1.8%      19.5%          16.1%        -1.1%      15.0%

 Hospitality EBITDA - as reported           2,997            -      2,997             94            -         94
       Non-recurring items1                     -            -          -          1,109            -      1,109
                                     -------------  -----------  ---------  -------------  -----------  ---------
 HOSPITALITY EBITDA - AS REVISED            2,997            -      2,997          1,203            -      1,203
                                     -------------  -----------  ---------  -------------  -----------  ---------
Hospitality EBITDA margin %                  20.1%        -1.6%      18.6%           8.4%        -0.7%       7.7%

 CONSOLIDATED EBITDA                 $      8,316   $        -   $  8,316   $      5,168   $        -   $  5,168
                                     =============  ===========  =========  =============  ===========  =========
Consolidated EBITDA margin %                 20.9%        -1.7%      19.1%          13.3%        -1.0%      12.3%
<FN>

FOOTNOTE:
- ---------
1  -  Non-recurring  items  excluded  from  2001  Technology  and  Hospitality EBITDAs included restructuring and
associated  charges  and  external  consulting  fees  paid  for  IT  projects.







                                             PEGASUS SOLUTIONS, INC.
                       RECONCILIATION OF CERTAIN RECLASSIFICATIONS AND NON-RECURRING ITEMS
                                                 ($ IN THOUSANDS)
                                                   (UNAUDITED)


NOTE:
- -----
Historically,  certain  reimbursable expenses, primarily GDS fees, the company pays on behalf of and subsequently
bills  to  its  customers, have been recorded as a reduction to revenue.  Under current accounting rules that went
into effect in  2002,  these  amounts  should  be  recorded  as  revenue  with  a  corresponding amount recorded as
expense.  All 2002 and 2001  financial  results  have  been  reclassified  to conform to this required presentation.
These reclassifications had no impact on the  company's  net  loss,  net  loss  per  share,  cash  earnings per share
or EBITDA.  However, EBITDA as a percent of revenue, or EBITDA  margin,  decreased  slightly as a result of these
reclassifications.  The following table illustrates these reclassifications as well  as  non-recurring  items  that
affected  the  presentation  of  the  company's  financial  statements.

                                                    YEAR ENDED                             YEAR ENDED
                                                 DECEMBER 31, 2002                     DECEMBER 31, 2001
                                                  -----------------                    -----------------

                                      AS REPORTED    RECLASSES    REVISED    AS REPORTED    RECLASSES    REVISED
                                     -------------  -----------  ---------  -------------  -----------  ---------
                                                                                      
 Technology revenue - as reported    $    111,657   $        -   $111,657   $    106,451   $        -   $106,451
      Hilton termination fee               (3,534)           -     (3,534)             -            -          -
      Customer reimbursements                   -        5,729      5,729              -        5,765      5,765
      Other                                     -        3,041      3,041              -          706        706
                                     -------------  -----------  ---------  -------------  -----------  ---------
 Technology revenue - as revised     $    108,123   $    8,770   $116,893   $    106,451   $    6,471   $112,922
                                     -------------  -----------  ---------  -------------  -----------  ---------

 Hospitality revenue - as reported         64,071            -     64,071         73,511            -     73,511
      Customer reimbursements                   -        5,452      5,452              -        6,314      6,314
                                     -------------  -----------  ---------  -------------  -----------  ---------
 Hospitality revenue - as revised          64,071        5,452     69,523         73,511        6,314     79,825
                                     -------------  -----------  ---------  -------------  -----------  ---------

 CONSOLIDATED REVENUE                $    172,194   $   14,222   $186,416   $    179,962   $   12,785   $192,747
                                     =============  ===========  =========  =============  ===========  =========

 CONSOLIDATED OPERATING EXPENSES     $    182,718   $   14,222   $196,940   $    226,231   $   12,785   $239,016
                                     =============  ===========  =========  =============  ===========  =========

 CONSOLIDATED NET LOSS               $     (3,519)  $        -   $ (3,519)  $    (29,737)  $        -   $(29,737)
                                     =============  ===========  =========  =============  ===========  =========

 Technology EBITDA - as reported           27,677            -     27,677         18,229            -     18,229
      Hilton termination fee               (3,534)           -     (3,534)             -            -          -
       Non-recurring items1                     -            -          -          5,113            -      5,113
                                     -------------  -----------  ---------  -------------  -----------  ---------
 TECHNOLOGY EBITDA - AS REVISED            24,143            -     24,143         23,342            -     23,342
                                     -------------  -----------  ---------  -------------  -----------  ---------
Technology EBITDA margin %                   22.3%        -1.7%      20.7%          21.9%        -1.3%      20.7%

 Hospitality EBITDA - as reported          13,410            -     13,410          1,153            -      1,153
       Non-recurring items1                     -            -          -          5,830            -      5,830
                                     -------------  -----------  ---------  -------------  -----------  ---------
 HOSPITALITY EBITDA - AS REVISED           13,410            -     13,410          6,983            -      6,983
                                     -------------  -----------  ---------  -------------  -----------  ---------
Hospitality EBITDA margin %                  20.9%        -1.6%      19.3%           9.5%        -0.8%       8.7%

 CONSOLIDATED EBITDA - AS REVISED    $     37,553   $        -   $ 37,553   $     30,325   $        -   $ 30,325
                                     =============  ===========  =========  =============  ===========  =========
Consolidated EBITDA margin %                 21.8%        -1.7%      20.1%          16.9%        -1.1%      15.7%
<FN>

FOOTNOTE:
- ---------
1  -  Non-recurring  items  excluded  from  2001  Technology  and  Hospitality EBITDAs included restructuring and
associated  charges  and  external  consulting  fees  paid  for  IT  projects.







                             PEGASUS SOLUTIONS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

                                                    DECEMBER 31,

                                                  2002       2001
                                                ---------  ---------
                                                     
ASSETS
Cash and cash equivalents                       $ 19,893   $ 13,438
Short-term investments                             4,033      9,167
Accounts receivable, net                          25,886     29,228
Other current assets                               8,368      5,309
                                                ---------  ---------
  Total current assets                            58,180     57,142

Intangible assets, net                             6,013     32,505
Property and equipment, net                       71,442     67,365
Goodwill, net                                    139,533    136,921
Other noncurrent assets                           12,927     11,735
                                                ---------  ---------
    Total assets                                $288,095   $305,668
                                                =========  =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued liabilities        $ 26,574   $ 39,203
Unearned income                                    7,812      8,585
Deferred tax liability                                 -     12,301
Customer deposits                                  3,031      2,170
Other current liabilities                          3,768        424
                                                ---------  ---------
  Total current liabilities                       41,185     62,683

Uncleared commission checks                        4,641      4,004
Other noncurrent liabilities                      14,673      7,780

Commitments and contingencies                          -          -

Stockholders' equity:
  Common stock                                       255        251
  Additional paid-in capital                     295,513    290,444
  Unearned compensation                             (571)       (34)
  Accumulated comprehensive gain                       1         21
  Accumulated deficit                            (59,757)   (56,238)
  Less treasury stock at cost                     (7,845)    (3,243)
                                                ---------  ---------
    Total stockholders' equity                   227,596    231,201
                                                ---------  ---------
    Total liabilities and stockholders' equity  $288,095   $305,668
                                                =========  =========