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):  December 7, 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





ITEM  1.01     ENTRY  INTO  A  MATERIAL  DEFINITIVE  AGREEMENT.

Effective December 7, 2004, the Compensation Committee of the Board of Directors
of  Pegasus Solutions, Inc. ("Pegasus") approved an increase in the non-employee
Audit  Committee member annual retainer fee to $5,000 per member and $10,000 for
the  chairman.  Prior  to  the increase, the non-employee Audit Committee member
annual  retainer  fee  was  $3,000  per  member  and  $5,000  for  the chairman.

On  December  7,  2004,  the Compensation Committee of the Board of Directors of
Pegasus  approved  a ten percent increase in the annual base salary for Susan K.
Cole,  Executive Vice President and Chief Financial Officer, with an annual cash
bonus  not  to  exceed sixty percent of annual base salary, effective January 1,
2005.

On  December  7,  2004,  the Compensation Committee of the Board of Directors of
Pegasus  approved  the  appointment  of  Robert  J. Boles, Jr., age 45, as Chief
Operating  Officer  and,  effective January 1, 2005, approved an increase in Mr.
Boles' annual base salary to $300,000 per year.  Mr. Boles had previously served
as  Executive  Vice  President,  Sales  and Marketing of Pegasus since May 2003.

ITEM  5.02     DEPARTURE  OF  DIRECTORS  OR  PRINCIPAL  OFFICERS;  ELECTION  OF
DIRECTORS;  APPOINTMENT  OF  PRINCIPAL  OFFICERS.

On  December  7,  2004,  the Compensation Committee of the Board of Directors of
Pegasus  approved  the  appointment  of  Robert  J. Boles, Jr., age 45, as Chief
Operating  Officer  and,  effective January 1, 2005, approved an increase in Mr.
Boles' annual base salary to $300,000 per year.  Mr. Boles had previously served
as  Executive  Vice  President,  Sales  and Marketing of Pegasus since May 2003.
From  March 2000 to May 2003, Mr. Boles served as President of AimNet Solutions,
an  information  technology  network  professional and managed services company.
From  October 1982 through March 2000, Mr. Boles served in various capacities at
AT&T  Global Network Services and its predecessor, IBM Global Services, a global
business solutions company, most recently as Vice President of Sales and Support
from  January  1999  through  March  2000.



- ------

                                    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.


December  13,  2004                                    /s/  SUSAN  K.  COLE
                                                    ----------------------------
                                                    Executive Vice President and
                                                    Chief  Financial  Officer