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 3, 2004

                              ____________________

                         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



                                        2
Item  12.  Results  of  Operations  and  Financial  Condition

On  February 3, 2004, Pegasus Solutions, Inc. issued a press release announcing
its  unaudited financial results for the fourth quarter and year ended December
31,  2003. Attached to this current report on Form 8-K is a copy of the related
press  release dated  February  3,  2004.

The information included herein and in Exhibit 99.1 shall not be deemed "filed"
for purposes on Section 18 of the Securities and Exchange Act of 1934, nor
shall it be incorporated by reference in any filing under the Securities Act of
1933.


Exhibit  Number                    Description
- ---------------                    -----------
      99.1              Press release issued  February 3, 2004








                                    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  3,  2004                                   /s/  SUSAN  K.  COLE
                                                     --------------------
     Chief  Financial  Officer


                                        4

                                  EXHIBIT INDEX

          Exhibit  Number                         Description
          ---------------                         -----------
                   99.1               Press  release  issued  February  3,  2004



             Exhibit 99.1     Press release issued February 3, 2004



                                  Contacts:
                                               Pegasus  Solutions
                                               Marcie  Hyder 214-234-4120
                                               Press: Cindy Foor 214-234-4129


       PEGASUS SOLUTIONS REPORTS FOURTH QUARTER AND FULL YEAR 2003 RESULTS
  COMPANY REITERATES 2004 REVENUE GUIDANCE AND PROVIDES COMPLETE 2004 FINANCIAL
                                     OUTLOOK

- -     Q4  2003  revenues  -  $43.1  million
- -     Q4  2003  Diluted  EPS  (GAAP)  -  $0.02
- -     Q4  2003  Diluted  EPS  (Cash)  -  $0.06
- -     Estimated  2004  revenues  -  $192  million  to  $200  million
- -     Estimated  2004  diluted  EPS  (Cash)  -  $0.45  to  $0.55
- -     Resolution  of  PegasusCentralTM  related  issues  on  track
- -     Unirez  integration  proceeding  according  to  plan


DALLAS,  FEBRUARY  3, 2004  - Pegasus Solutions, Inc. (Nasdaq: PEGS), a leading
global  provider  of hotel  reservations-related services and technology, today
reported  its financial  results for the fourth quarter and year ended December
31,  2003.  Revenues for  the  quarter  topped  $43  million,  with  Electronic
Distribution  service  revenues up  17 percent from the fourth quarter of 2002.

"Despite  the challenges we faced in 2003, our financial position allowed us to
invest in strategic initiatives to improve our competitive position and support
long-term growth  and  profitability," said John F. Davis III, president, chief
executive officer  and chairman of Pegasus Solutions.  Davis continued: "We are
making progress  with  both  our  customer satisfaction and product development
initiatives.  We  also remain  committed  to  PegasusCentral.  And finally, the
integration  of  Unirez is  proceeding  as  planned  and  will be substantially
complete  by  midyear."

PEGASUSCENTRAL  UPDATE
- ----------------------
Since  the company first announced stability issues with its Web-based property
management system  PegasusCentral  in  late  October,  it  has  engaged IBM and
Majoris, both  leading  global  software  consulting  and  service  firms.  A
diagnostic review  of  the  software  has  been completed as well as a detailed
root-cause analysis.  Pegasus  has  selected  Majoris  to  lead the remediation
efforts.  Davis  said, "We  are pleased to report that Majoris has determined a
small  percentage of  the  problems within the code would correct a significant
percentage  of our  customer  issues.  We  selected Majoris to lead this effort
based on successful experiences our new chief information officer John Cole has
had with principals of Majoris." Regarding the largest PegasusCentral customer,
Davis  added: "We have met with InterContinental Hotels Group and are currently
working  with them  to  establish  a final timeline for remediation, acceptance
testing  and  resuming  installations."


FOURTH  QUARTER  FINANCIAL  HIGHLIGHTS
- --------------------------------------
- -     Revenues  were  $43.1  million compared  to  $43.4  million in the fourth
      quarter  of  2002.
- -     On a GAAP basis, diluted net income (loss) per share was $0.02 compared
      to $(0.06)  in  the  same  quarter  in  2002.
- -     Cash earnings were $0.06 per diluted share compared to $0.13 in the
      fourth quarter  of  2002.
- -     EBITDA  was $7.3  million,  or  17  percent of revenues, compared to $8.3
      million, or 19 percent of revenues, in the year-ago quarter. (See
      attached tables.)
- -     Adjusted  EBITDA  for  the fourth quarter of 2003 was $9.7 million, or 22
      percent  of  revenues.  (See  attached  tables.)
- -     Cash  flow from  operating  activities  was $6.2 million compared to $6.7
      million  in  the  fourth  quarter  of  2002.
- -     Pegasus  completed  the acquisition  of Unirez, Inc. on December 1, 2003.

Susan  K. Cole, executive vice president and chief financial officer of Pegasus
Solutions, said,  "I  am  pleased to report fourth quarter revenues reached the
high  end of our previous revenue estimates.  As part of our financial plan, we
continually evaluate our cost structure in an effort to obtain optimal margins.
As  previously indicated  and to give us a jump start on 2004, we increased our
advertising and  marketing  spending  during  the fourth quarter, while staying
within  the guided  cash  earnings  per  share  range."

FULL  YEAR  FINANCIAL  HIGHLIGHTS
- ---------------------------------
- -     Revenues  were  $172.7  million  compared  to  $190.0  million  in  2002.
- -     On  a  GAAP  basis, diluted  net  loss  per share was $(0.07) compared to
      $(0.14)  in  2002.
- -     Cash  earnings  were $0.33  per  diluted share compared to $0.54 in 2002.
- -     EBITDA  was $25.1  million,  or 15 percent of revenues, compared to $41.1
      million, or 22 percent of revenues, in  2002.  (See  attached  tables.)
- -     Adjusted EBITDA was $34.8 million, or 20 percent of revenues, compared to
      $37.6 million, or 20 percent of revenues, in 2002. (See attached tables.)
- -     Cash flow  from  operating activities was $24.1 million compared to $38.3
      million  in  2002.
- -     Cash  and  short-term investments at December 31, 2003 was $63.0 million.
- -     Capital  spending in  2003 was $19.4 million compared to $30.3 million in
      2002.

SERVICE  LINE  REVIEW
- ---------------------
- -     Fourth quarter Electronic Distribution service revenues were $6.6
      million, an increase of 17 percent year-over-year.  For 2003, Electronic
      Distribution service revenues were $28.8 million, an increase of 20
      percent from 2002.  The increases in Electronic Distribution revenues for
      the fourth quarter and full year 2003 were primarily due to increases in
      Internet transactions of 22 percent and  32  percent,  respectively.
- -     Financial Services revenues for the fourth quarter increased 2 percent to
      $7.5 million compared to the fourth quarter of 2002. Full year revenues
      for Financial Services were $30.2 million, up 1 percent from 2002 despite
      the negative impact of  lower  average  daily  room  rates  in  2003.
- -     Fourth quarter Central Reservation System (CRS) service revenues were
      $8.8 million, down 22 percent on a year-over-year basis.  CRS service
      revenues for 2003 were $38.3 million, a 24 percent decrease from 2002,
      excluding a $3.5 million  non-recurring customer termination fee in 2002.
      The decrease in CRS revenues was primarily due to the lost contract with
      Prime Hospitality and pricing  pressure  on  contract  renewals.
- -     Property Systems revenues were $1.7 million in the fourth quarter
      compared to $1.5 million in the fourth quarter of 2002.  For 2003,
      Property Systems revenues were $6.5 million, which is essentially flat
      with  2002.
- -     Service revenues for  Representation  Services were $15.3 million in the
      fourth quarter and $57.4 million for 2003.  Both fourth quarter and 2003
      amounts include $874,000, which represents one month of revenues, for the
      company's new connectivity service Unirez by PegasusTM.  On a year-over-
      year basis, service revenues from the company's full service offering
      Utell by PegasusTM were down 3 percent  for  the fourth quarter and 12
      percent for the full year.  The decrease in  Utell  revenues  was
      primarily due to a reduction in the number of hotels in the Utell
      portfolio  and  the  continued  weakness  in  trans-Atlantic travel.

OUTLOOK  FOR  2004
- ------------------
- -     Q1  2004 revenues  estimated  to  range  from  $43 million to $45 million
- -     Q1  2004 cash earnings estimated to range from $0.03 to $0.05 per diluted
      share

"As we developed our 2004 budget, we remained committed to customer
satisfaction, product development, advertising, marketing and our employees,
who did not receive merit increases or bonuses in 2003," Cole said. She added:
"Due to our post-integration cost structure, I believe we will be able to
absorb these incremental costs, which are essential to our long-term growth,
while maintaining an EBITDA margin in excess of 20 percent.  We expect our cost
structure will give  us  the  ability  to  continue  focusing on our goals and
investing in our future. Additionally, our board of directors recently approved
a  corporate  10b5-1  stock repurchase plan, which will allow us to continually
repurchase shares  even  during  blackout periods.  This further highlights our
confidence in  the  company  as  we  put  our  excess  capital  to  good  use."

Davis  concluded: "As we enter 2004, I am confident we have taken the necessary
steps  to improve  our  business.  Our reinvigorated sales force and technology
organization - along with the recent management additions - are all aligned for
solid performance.  By  focusing on critical product development priorities and
executing our  multi-tiered  strategy  to serve the independent and small hotel
company  market,  we're  poised  for  success."

RECONCILIATION  OF  NON-GAAP  FINANCIAL  MEASURES
- -------------------------------------------------
Reconciling  items between  GAAP  net income (loss) and cash earnings primarily
consist of  purchase  accounting amortization and restructure costs.  Schedules
that reconcile  GAAP  amounts  to cash earnings, EBITDA and adjusted EBITDA are
included with  this  release,  as  well  as  the  presentation accompanying the
company's conference  call  Webcast.  Reconciling  items  between  EBITDA  and
adjusted EBITDA  consist  of restructure charges and other non-recurring items.

In addition  to the types of reconciling items included in the attached tables,
first quarter 2004 GAAP net income may include the cumulative effect of
adopting Financial  Accounting Standards  Board Interpretation No. 46,
"Consolidation of Variable Interest  Entities"  (FIN  46).  FASB  Staff
Position 46-6 delayed the effective date  of FIN  46,  and it will be effective
for Pegasus on March 31,2004.  As a  result, a GAAP net income estimate is not
currently available, but you can find more information on how FIN 46 will
affect Pegasus in the company's Form 10-Q, which was filed with the Securities
and Exchange Commission on August 14,  2003.

CONFERENCE  CALL
- ----------------
Pegasus  will host  a  conference call today at 5:00 p.m. Eastern Time and will
simultaneously broadcast  it live over the Internet.  To access the Webcast, go
to www.pegs.com and click on "Investor." The online archive of the Webcast will
   ------------
be  available  two  hours  after  the  call  for  30  days.

COMPANY  INFORMATION
- --------------------

Dallas-based Pegasus Solutions, Inc.(Nasdaq: PEGS) is a leading global provider
of  hotel  reservations-related  services  and  technology.  Founded  in  1989,
Pegasus' customers  include  a majority of the world's travel agencies and more
than  50,000  hotel properties  around  the  globe.  Pegasus'  services include
central  reservation systems,  electronic  distribution  services,  commission
processing  and  payment services,  property  management systems, and marketing
representation  services.  The  company's  representation  services,  including
Utell, are  used by nearly 7,000 member hotels in 140 countries, making Pegasus
the  hotel industry's  largest third-party marketing and reservations provider.
Pegasus  has 18  offices  in  11  countries, including regional hubs in London,
Scottsdale  and Singapore.  For  more  information,  please visit www.pegs.com.
                                                                   ------------

Some statements made in this press release are forwardlooking statements within
the  meaning  of  the  Private  Securities  Litigation  Reform  Act  of  1995.
Forwardlooking statements include statements regarding future events, financial
projections, estimated  transaction  volumes  and  expected  average daily room
rates, 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,  global health  epidemics,  variation  in demand for and acceptance of the
company's products and services and timing of sales, general economic condition
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 2002 Annual Report on Form 10-K
and Form  S-3,  as  amended,  declared  effective  in  November  2003.

The conference  call  may  include  other forward-looking statements related to
transaction volume and average daily room rates.  Such information can be found
in  the presentation  accompanying  the conference call Webcast.  To access the
Webcast, go  to  www.pegs.com  and  click  on  "Investor."
                 ------------

Management believes  that  presentation  of non-GAAP financial measures such as
cash earnings per share, EBITDA and adjusted EBITDA is useful because it allows
investors and  management to evaluate and compare the company's core cash-based
operating results  from  ongoing  operations  from  period  to period in a more
meaningful and  consistent  manner  than  relying exclusively on GAAP financial
measures. Non-GAAP  financial  measures  however  should  not  be considered in
isolation or as an alternative to financial measures calculated and presented
in accordance with GAAP.  In addition, Pegasus' calculation of cash earning per
share,  EBITDA and  adjusted  EBITDA is not necessarily comparable to similarly
titled measures  reported  by  other  companies.  Schedules that reconcile cash
earnings  per share, EBITDA and adjusted EBITDA to the most directly comparable
GAAP  amounts are  included with this release and the presentation accompanying
the company's  conference  call  Webcast.



                                      # # #


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


                                      Three Months Ended         Year Ended
                                          December 31,          December 31,
                                         ------------           ------------
                                      2003          2002     2003          2002
                                      ----          ----     ----          ----

Revenues:
    Service revenues              $  39,883     $  40,664   $161,245   $178,769
    Customer reimbursements           3,243         2,780     11,485     11,181
                                  ---------     ---------    -------   --------
    Total revenues                   43,126        43,444    172,730    189,950
                                  ---------     ---------    -------   --------

Costs  of  services:
    Cost of services                 20,924        19,941     85,207     88,717
    Customer reimbursements           3,243         2,780     11,485     11,181
                                  ---------        ------    -------   --------
    Total costs of services          24,167        22,721     96,692     99,898
                                  ---------       -------    -------   --------

Research and development              1,654         1,317      5,199      5,821
General and administrative expenses   5,423         6,468     23,348     25,146
Marketing and promotion expenses      4,538         4,620     16,484     17,998
Depreciation and amortization         5,570        11,623     28,029     48,075
Restructure costs                         -             -      5,949          -
                                      -----        ------     ------     ------
Operating income (loss)               1,774       (3,305)    (2,971)    (6,988)

Other  income  (expense):
    Interest income (expense), net     (475)         307       (129)      1,224
    Other                                93          535        363         130
                                     -------       -----       ------    ------
Income (loss) before income taxes     1,392       (2,463)     (2,737)   (5,634)

Income tax benefit (expense)           (777)         991         905      2,115
                                      ------       ------      ------    ------

Net income (loss)                   $    615    $ (1,472)    $(1,832)  $(3,519)
                                    ========    =========    ========  ========

Basic and diluted net income
(loss) per share                    $   0.02    $  (0.06)     $(0.07)  $ (0.14)

                                     ========   =========     =======  ========


Weighted  average  shares  outstanding:
    Basic                            25,044       24,822      24,864     24,818
                                     =======      ======      ======    =======
   Diluted                           25,404       24,822      24,864     24,818
                                     =======      ======      ======    =======



                             PEGASUS SOLUTIONS, INC.
                         RECONCILIATION OF CASH EARNINGS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)


                                          Three Months Ended
                                           December 31, 2003
                                           -----------------
                                            Cash Earnings
                              As Reported       Adjustments       Cash Earnings
                              -----------       -----------       -------------

Revenues:
  Service revenues           $     39,883    $          -          $     39,883
  Customer reimbursements           3,243               -                 3,243
                             ------------    ------------          ------------
  Total revenues                   43,126               -                43,126
                             --------------  -------------         ------------

Costs  of  services:
  Cost of services                  20,924           -                   20,924
  Customer reimbursements            3,243              -                 3,243
                             -------------   -------------      ---------------
  Total costs of services           24,167              -                24,167
                             -------------   -------------      ---------------

Research and development             1,654              -                 1,654
General and administrative expenses  5,423              -                 5,423
Marketing and promotion expenses     4,538              -                 4,538
Depreciation and amortization        5,570         (1,005)  (1)           4,565
                             -------------  -------------       ---------------
Operating income                     1,774          1,005                 2,779

Other  income  (expense):
  Interest income (expense), net      (475)           -                   (475)
  Other                                 93            -                     93
                             -------------  -------------       ---------------
Income before income taxes           1,392          1,005                 2,397

Income tax expense                    (777)          (134)  (2)           (911)
                             -------------  -------------       ---------------

Net income                    $         615 $         871        $        1,486
                              ===============  ===============   ==============

Diluted net income per share  $         0.02    $    0.04        $         0.06
                              ===============  ===============   ==============

Diluted weighted average
shares outstanding                    25,404            -                25,404
                              ===============  ===============   ==============

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




                                       PEGASUS SOLUTIONS, INC.
                                   RECONCILIATION OF 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              -            2,780
                                              -------------  -------------  ---------------
  Total revenues                                    43,444              -           43,444
                                              -------------  -------------  ---------------

Costs of services:
  Cost of services                                  19,941              -           19,941
  Customer reimbursements                            2,780              -            2,780
                                              -------------  -------------  ---------------
  Total costs of services                           22,721              -           22,721
                                              -------------  -------------  ---------------

Research and development                             1,317              -            1,317
General and administrative expenses                  6,468              -            6,468
Marketing and promotion expenses                     4,620              -            4,620
Depreciation and amortization                       11,623         (7,803)              (1)   3,820
                                              -------------  -------------                   -------
Operating income (loss)                             (3,305)         7,803            4,498

Other income (expense):
  Interest income, net                                 307              -              307
  Other                                                535              -              535
                                              -------------  -------------  ---------------
Income (loss) before income taxes                   (2,463)         7,803            5,340

Income tax benefit (expense)                           991         (3,020)              (2)  (2,029)
                                              -------------  -------------                   -------

Net income (loss)                             $     (1,472)  $      4,783   $        3,311
                                              =============  =============  ===============

Diluted net income (loss) per share           $      (0.06)  $       0.19   $         0.13
                                              =============  =============  ===============

Diluted weighted average shares outstanding         24,822            443           25,265
                                              =============  =============  ===============

<FN>

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






                                       PEGASUS SOLUTIONS, INC.
                                   RECONCILIATION OF CASH EARNINGS
                              (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                             (UNAUDITED)


                                            Year Ended December 31, 2003
                                            ----------------------------
                                                        Cash Earnings

                                               As Reported    Adjustments    Cash Earnings
                                              -------------  -------------  ---------------
                                                                                 
Revenues:
  Service revenues                            $    161,245   $          -   $      161,245
  Customer reimbursements                           11,485              -           11,485
                                              -------------  -------------  ---------------
  Total revenues                                   172,730              -          172,730
                                              -------------  -------------  ---------------

Costs of services:
  Cost of services                                  85,207              -           85,207
  Customer reimbursements                           11,485              -           11,485
                                              -------------  -------------  ---------------
  Total costs of services                           96,692              -           96,692
                                              -------------  -------------  ---------------

Research and development                             5,199              -            5,199
General and administrative expenses                 23,348              -           23,348
Marketing and promotion expenses                    16,484              -           16,484
Depreciation and amortization                       28,029        (10,429)              (1)  17,600
Restructure costs                                    5,949         (5,949)              (2)       -
                                              -------------  -------------                   -------
Operating income (loss)                             (2,971)        16,378           13,407

Other income (expense):
  Interest income (expense), net                      (129)             -             (129)
  Other                                                363              -              363
                                              -------------  -------------  ---------------
Income (loss) before income taxes                   (2,737)        16,378           13,641

Income tax benefit (expense)                           905         (6,089)              (3)  (5,184)
                                              -------------  -------------                   -------

Net income (loss)                             $     (1,832)  $     10,289   $        8,457
                                              =============  =============  ===============

Diluted net income (loss) per share           $      (0.07)  $       0.40   $         0.33
                                              =============  =============  ===============

Diluted weighted average shares outstanding         24,864            522           25,386
                                              =============  =============  ===============

<FN>

     Notes:
     ------
     (1)     To  adjust  for  amortization  of  purchased  identifiable  intangible  assets.
     (2)     To  adjust  for  non-recurring  restructure  costs  related  to the company's strategic
integration.
     (3)     To  adjust  income  tax  benefit  (expense) for assumed 38% tax rate for cash earnings.






                                        PEGASUS SOLUTIONS, INC.
                                    RECONCILIATION OF CASH EARNINGS
                               (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                              (UNAUDITED)


                                             Year Ended December 31, 2002
                                             ----------------------------
                                                         Cash Earnings

                                               As Reported    Adjustments    Cash Earnings
                                              -------------  -------------  ---------------
                                                                                 
Revenues:
  Service revenues                            $    178,769   $     (3,534)              (1)  $175,235
  Customer reimbursements                           11,181              -           11,181
                                              -------------  -------------  ---------------
  Total revenues                                   189,950         (3,534)         186,416
                                              -------------  -------------  ---------------

Costs of services:
  Cost of services                                  88,717              -           88,717
  Customer reimbursements                           11,181              -           11,181
                                              -------------  -------------  ---------------
  Total costs of services                           99,898              -           99,898
                                              -------------  -------------  ---------------

Research and development                             5,821              -            5,821
General and administrative expenses                 25,146              -           25,146
Marketing and promotion expenses                    17,998              -           17,998
Depreciation and amortization                       48,075        (31,495)              (2)    16,580
                                              -------------  -------------                   ---------
Operating income (loss)                             (6,988)        27,961           20,973

Other income (expense):
  Interest income (expense), net                     1,224              -            1,224
  Other                                                130              -              130
                                              -------------  -------------  ---------------
Income (loss) before income taxes                   (5,634)        27,961           22,327

Income tax benefit (expense)                         2,115        (10,599)              (3)    (8,484)
                                              -------------  -------------                   ---------

Net income (loss)                             $     (3,519)  $     17,362   $       13,843
                                              =============  =============  ===============

Diluted net income (loss) per share           $      (0.14)  $       0.68   $         0.54
                                              =============  =============  ===============

Diluted weighted average shares outstanding         24,818            734           25,552
                                              =============  =============  ===============

<FN>

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






                                   PEGASUS SOLUTIONS, INC.
                         RECONCILIATION OF EBITDA AND ADJUSTED EBITDA
                                        (IN THOUSANDS)
                                         (UNAUDITED)


                                                Three Months Ended
                                                ------------------

                                                 December 31, 2003    December 31, 2002
                                                -------------------  -------------------
                                                                                 
Total revenues                                  $           43,126   $           43,444
                                                ===================  ===================

Operating income (loss) (1)                                  1,774               (3,305)
Add:  depreciation and amortization                          5,570               11,623
                                                -------------------  -------------------

EBITDA                                          $            7,344   $            8,318
                                                ===================  ===================

EBITDA margin                                                   17%                  19%

Non-recurring items                                          2,343                   (2)   -
                                                -------------------                       ---

Adjusted EBITDA                                 $            9,687   $            8,318
                                                ===================  ===================

Adjusted EBITDA margin                                          22%                  19%


        Year Ended
- ----------------------------------------------
        December 31, 2003                       December 31, 2002
- ----------------------------------------------  -------------------

Total revenues                                  $          172,730   $          189,950
Less:  non-recurring customer termination fee                    -               (3,534)  (3)
                                                -------------------  -------------------

Adjusted revenues                               $          172,730   $          186,416
                                                ===================  ===================

Operating loss (1)                                          (2,971)              (6,988)
Add:  depreciation and amortization                         28,029               48,075
                                                -------------------  -------------------

EBITDA                                          $           25,058   $           41,087
                                                ===================  ===================

EBITDA margin                                                   15%                  22%

Adjustments:
  Restructure costs                                          5,949                    -
  Non-recurring customer termination fee                         -               (3,534)  (3)
  Other non-recurring items                                  3,771              (2), (4)   -
                                                -------------------                       ---

Adjusted EBITDA                                 $           34,778   $           37,553
                                                ===================  ===================

Adjusted EBITDA margin                                          20%                  20%
<FN>

      (1)     For  reconciling  items  between operating income (loss) and net income (loss),
see  the  Condensed
          Consolidated  Statements  of  Operations  included  in  this  release.
      (2)     Amount  represents  non-recurring expenses primarily for severance and expenses
related  to
          PegasusCentral,  the  company's IT organization and product management initiatives.
      (3)     Amount  represents  non-recurring  customer  termination  fee.
      (4)     Amount  includes  costs  related to moving the company's Phoenix facilities and
transition-
          related activities resulting from the company's strategic integration.  These costs
cannot
          be  classified  as  restructure  costs  because they provide some future benefit to
ongoing
          operations.








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


                                 DECEMBER 31,          DECEMBER 31,

                                                  2003       2002
                                                ---------  ---------
                                                     
ASSETS

Cash and cash equivalents                       $ 58,983   $ 19,893
Short-term investments                             4,046      4,033
Accounts receivable, net                          22,298     25,886
Other current assets                              11,092      8,368
                                                ---------  ---------
  Total current assets                            96,419     58,180

Goodwill, net                                    164,120    139,533
Intangible assets, net                             7,831      6,013
Property and equipment, net                       75,474     71,442
Other noncurrent assets                           22,716     12,927
                                                ---------  ---------
    Total assets                                $366,560   $288,095
                                                =========  =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued liabilities        $ 24,672   $ 26,574
Unearned income                                    7,213      7,812
Other current liabilities                          5,477      6,799
                                                ---------  ---------
  Total current liabilities                       37,362     41,185

Noncurrent uncleared commission checks             4,545      4,641
Other noncurrent liabilities                      20,997     16,379
Convertible debt                                  75,000          -

Commitments and contingencies

Stockholders' equity:
  Common stock                                       251        247
  Additional paid-in capital                     290,828    287,676
  Unearned compensation                                -       (571)
  Accumulated other comprehensive loss              (834)    (1,705)
  Accumulated deficit                            (61,589)   (59,757)
                                                ---------  ---------
    Total stockholders' equity                   228,656    225,890
                                                ---------  ---------
    Total liabilities and stockholders' equity  $366,560   $288,095
                                                =========  =========