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 8, 2005

                              ____________________

                         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  2.02  Results  of  Operations  and  Financial  Condition

On  February  8, 2005, Pegasus Solutions, Inc. issued a press release announcing
its  unaudited  financial  results  for the fourth quarter and fiscal year ended
December  31,  2004 as well as other business matters.  Attached to this current
report  on  Form  8-K  is  a copy of the related press release dated February 8,
2005.

The  information included herein and in Exhibit 99.1 shall not be deemed "filed"
for purposes of 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  8,  2005




                                    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  8,  2005                                    /s/  SUSAN  K.  COLE
                                                     ---------------------
                                                     Chief  Financial  Officer



                                  EXHIBIT INDEX

          Exhibit  Number                         Description
          ---------------                         -----------
               99.1                  Press  release  issued  February  8,  2005




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


      PEGASUS SOLUTIONS REPORTS FOURTH QUARTER AND FISCAL YEAR 2004 RESULTS
            GAAP EPS GREW FROM ($0.07) IN FY 2003 TO $0.34 IN FY 2004
                ADJUSTED EPS INCREASED 55 PERCENT YEAR-OVER-YEAR

- -     Revenues  -  Q4  2004  $45.3  million;  FY  2004  $190.1  million
- -     Diluted  EPS  (GAAP)  -  Q4  2004  $0.08;  FY  2004  $0.34
- -     Diluted  EPS  (adjusted)  -  Q4  2004  $0.14;  FY  2004  $0.51
- -     Estimated  revenue
- -     Q1  2005 $45 million to $47 million; FY 2005 $199 million to $207 million
- -     Estimated  diluted  EPS  (GAAP) - Q1 2005 $0.01 to $0.03; FY 2005 $0.27 to
      $0.37
- -     Estimated  diluted  EPS (adjusted) - Q1 2005 $0.06 to $0.08; FY 2005 $0.55
      to  $0.65

DALLAS,  FEBRUARY  8,  2005  -  Pegasus Solutions, Inc. (Nasdaq: PEGS), a global
leader  in  providing technology and services to hotels and travel distributors,
today  reported  its  financial  results  for  the fourth quarter and year ended
December  31, 2004.  Pegasus reported year-over-year revenue growth of 5 percent
and  10  percent  for  the  fourth  quarter  and  fiscal year, respectively, and
significant  earnings  per  share  growth  year-over-year.

"As  I  mentioned  in  December, we accomplished what we set out to do in 2004 -
focus  and  deliver," said John F. Davis III, president, chief executive officer
and chairman of Pegasus Solutions.  Davis continued:  "We had leadership changes
in  key  functions during 2004, and established or enhanced processes throughout
the  company  with the goal of expediting the time to market on new products and
improving  customer  satisfaction.  During  this  transition,  we  still met our
financial  goals  and  made  solid  progress  on  product development priorities
established  at  the  beginning  of  the  year."

FOURTH  QUARTER 2004 FINANCIAL HIGHLIGHTS (See tables included with this release
- -----------------------------------------
for  reconciliation  of  non-GAAP  measures.)

- -    Revenues  increased 5 percent to $45.3 million compared to $43.1 million in
     the  fourth  quarter  of  2003.
- -    On  a  GAAP basis, net income per diluted share was $0.08 compared to $0.02
     in  the  same  quarter  in  2003.
- -    Adjusted  net  income per diluted share more than doubled from $0.06 in the
     fourth  quarter  of  2003  to  $0.14.
- -    Net  income  was $1.8 million compared to $615,000 in the year-ago quarter.

- -    EBITDA  was  $8.4 million, or 19 percent of revenues, compared to EBITDA of
     $7.3  million, or 17 percent of revenues, in the year-ago quarter. Adjusted
     EBITDA  margin was 19 percent, compared to 22 percent in the fourth quarter
     of  2003.
- -    Pegasus  repurchased 661,000 shares of common stock at an aggregate cost of
     $7.7  million  during  the  fourth  quarter.
- -    Operating  cash flows increased 57 percent to $9.7 million compared to $6.2
     million  in  the  fourth  quarter  of  2003.

FISCAL  YEAR  2004  FINANCIAL  HIGHLIGHTS  (See tables included with release for
- -----------------------------------------
reconciliation  of  non-GAAP  measures.)

- -    Revenues  increased 10 percent to $190.1 million compared to $172.7 million
     in  2003.
- -    On  a  GAAP basis, net income per diluted share was $0.34 compared to a net
     loss  per  share  of  $0.07  in  2003.
- -    Adjusted  net  income  per  diluted  share  increased  55  percent to $0.51
     compared  to  $0.33  in  2003.
- -    Net  income was $8.0 million in 2004 compared to a net loss of $1.8 million
     in  2003.
- -    EBITDA  was $34.6 million, or 18 percent of revenues, compared to EBITDA of
     $25.1  million,  or  15 percent of revenues in 2003. Adjusted EBITDA margin
     was  19  percent,  compared  to  20  percent  in  2003.
- -    Pegasus repurchased 4.7 million shares of common stock at an aggregate cost
     of  $55.7  million  during  2004.
- -    Operating  cash  flows  increased  22  percent to $29.4 million compared to
     $24.1  million  in  2003.
- -    Pegasus  sold its stake in Travelweb LLC for a $2.0 million gain, realizing
     a  return  on  investment  of  more  than  60  percent.

"In  2004,  we  consistently  generated strong operating cash flow despite price
competition  and  planned  expense  increases,  primarily  related  to sales and
marketing and other activities with a focus on increasing revenues,"  said Susan
K. Cole, executive vice president and chief financial officer.  "We utilized the
cash  through disciplined capital investment and a share repurchase program with
the  target  to  increase  shareholder  value."



SERVICE  LINE  REVIEW
- ---------------------
The  following  table  presents service line revenues for the fourth quarter and
fiscal  year 2004 as well as the percentage change from the respective period in
2003  (dollars  in  thousands):

                              Q4 2004     % CHANGE     FY 2004     % CHANGE
                              -------     --------     -------     --------
Representation                $17,458       13.8%      $71,855       25.2%
Reservation                     9,481        7.6%       37,275       -2.8%
Financial                       7,995        6.8%       33,699       11.4%
Distribution                    5,805      -11.7%       27,329       -5.0%
Property                          847      -49.3%        4,707      -27.3%
                              -------     --------     -------     --------
  Service revenues             41,586        4.3%      174,865        8.4%
Customer  reimbursements        3,704       14.2%       15,253       32.8%
                              -------     --------     -------     --------
  Total  revenues             $45,290        5.0%     $190,118       10.1%
                              -------        ----     --------       -----

- -    The  company's  December  2003  acquisition  of  Unirez,  Inc. continued to
     favorably  impact representation services revenues. The Unirez by PegasusTM
     service,  a  high-tech reservation and distribution toolkit for independent
     hotels, provided incremental revenues of $2.5 million and $13.9 million for
     the  fourth  quarter  and  fiscal year 2004, respectively. Service revenues
     from  Utell  by  PegasusTM, which includes additional marketing and revenue
     management, experienced a 3 percent decline for the quarter and a 1 percent
     increase  for the year. Increased reservation volume and average daily room
     rates were offset by a decrease in non-reservation revenues and the average
     commission  earned  percentage.
- -    Net  reservations for the company's central reservation service increased 4
     percent  and  6  percent  for  the  fourth  quarter  and  fiscal year 2004,
     respectively.  Pegasus  has been successful at renewing central reservation
     system  (CRS)  contracts  in  a competitive marketplace and did not lose an
     existing  CRS  customer  in  2004.  However, lower unit pricing on contract
     renewals  negatively  impacted  year-over-year  revenue  comparisons during
     2004.  Concurrent  with  the  completion  of a contract, Pegasus recognized
     approximately  $700,000  of revenue in the fourth quarter that was deferred
     earlier  in  the  year. This resulted in a positive year-over-year variance
     for  the  quarter.
- -    Pegasus  reached  a  milestone  for  its  commission  processing service by
     processing more than half a billion dollars in commissions during 2004. The
     company's  financial  services  revenues continued to benefit from improved
     average  daily  room  rates.
- -    For  Pegasus'  distribution  services, GDS transactions increased 5 percent
     and  10  percent for the fourth quarter and fiscal year 2004, respectively.
     However,  fourth  quarter  Internet  transactions  decreased 9 percent. For
     fiscal  year 2004, Internet transactions were flat year-over-year. Internet
     transaction  volumes  reflect  an  increase  in  the percentage of Internet
     bookings made at hotel companies' proprietary Web sites; these transactions
     do not utilize Pegasus' Internet distribution service. In addition, reduced
     pricing resulting from priceline.com's purchase of Travelweb LLC negatively
     affected year-over-year comparisons beginning in the third quarter 2004, as
     expected.


- -    Property services revenues were negatively impacted by the lack of revenues
     from  PegasusCentralTM  and  declining  revenues  from an acquired property
     management  system,  which  Pegasus  plans  to  sunset in 2005. The company
     remains  committed  to  bringing PegasusCentral back on line and expects to
     resume  billing the InterContinental Hotel Group properties currently using
     PegasusCentral  in  the  next  few  months.

FINANCIAL  OUTLOOK
- ------------------
- -    Estimated  revenue  -  Q1  2005  $45  million  to $47 million; FY 2005 $199
     million  to  $207  million
- -    Estimated  diluted  EPS  (GAAP)  - Q1 2005 $0.01 to $0.03; FY 2005 $0.27 to
     $0.37  (includes  approximately  $0.10  of  estimated  stock option expense
     associated  with  a new accounting pronouncement expected to take effect in
     the  third  quarter  of  2005)
- -    Estimated diluted EPS (adjusted) - Q1 2005 $0.06 to $0.08; FY 2005 $0.55 to
     $0.65
- -    The  company does not anticipate any dilutive impact to full year 2005 GAAP
     or  adjusted  EPS  as  a  result  of  accounting  changes applicable to its
     convertible  debt.

Davis concluded:  "Building on the progress we made in 2004, we remain committed
to  our  focus  on  activities  and  investments  that will deliver value to our
customers  and  shareholders."

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 "Investor."  The online archive of the webcast will be
   ------------
available  two  hours  after  the  call  for  30  days.

ABOUT  PEGASUS  SOLUTIONS,  INC.
- --------------------------------
Dallas-based  Pegasus  Solutions,  Inc.  (Nasdaq:  PEGS)  is  a global leader in
providing technology and services to hotels and travel distributors.  Founded in
1989,  Pegasus'  customers include a majority of the world's travel agencies and
more  than  60,000 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
by  Pegasus and Unirez by Pegasus, are used by nearly 8,000 member hotels in 140
countries, making Pegasus the hotel industry's largest third-party marketing and
reservations  provider.  Pegasus  has  17  offices  in  12  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 forward-looking statements within
the  meaning  of  the  Private  Securities  Litigation  Reform  Act  of  1995.
Forward-looking 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, the level of product and price competition from
existing  and new competitors, 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 Annual Report on Form 10-K for the year
ended  December  31,  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  "Investor."
                  ------------


USE  OF  NON-GAAP  FINANCIAL  MEASURES
- --------------------------------------
Pegasus  provides financial measures and terms not calculated in accordance with
generally  accepted  accounting  principles  in  the  United  States (GAAP).  We
believe  that  presentation of non-GAAP measures such as adjusted net income per
share,  EBITDA  and adjusted EBITDA provide investors with an alternative method
for  assessing  our operating results in a manner that enables investors to more
thoroughly evaluate our current performance as compared to past performance.  We
also  believe  these  non-GAAP measures provide investors with a better baseline
for  assessing  the company's future earnings expectations.  Our management uses
these non-GAAP measures for the same purpose.  The non-GAAP measures included in
this release are provided to give investors access to the types of measures that
we  use  in  analyzing  our  results.

Adjusted  net  income  per  share  consists  of GAAP net income (loss) per share
adjusted  for the items included in the accompanying reconciliation.  We believe
this  measure  enables  management and investors to more thoroughly evaluate our
current  performance  as  compared  to  past  performance  and provides a better
baseline  for  assessing  the  company's future earnings expectations.  However,
adjusted  net  income  per  share  does  not  provide  a complete picture of our
operations.  Therefore  net  income  per share on both a non-GAAP basis and GAAP
basis  may  need  to  be  considered to get a comprehensive view of our results.

EBITDA consists of GAAP net income (loss) adjusted for the items included in the
accompanying reconciliation.  We believe that EBITDA provides useful information
to  investors  about the company's performance because it eliminates the effects
of  period  to period changes in taxes, cost associated with capital investments
and  interest income (expense).  Adjusted EBITDA consists of EBITDA adjusted for
the  items  included  in  the  accompanying reconciliation.  EBITDA and adjusted
EBITDA  do  not give effect to the cash the company must use to service its debt
or  pay  its  income  taxes  and  thus  do  not reflect the funds generated from
operations  or  actually  available  for  capital  expenditures.

Pegasus'  calculation  of  adjusted  net  income  per share, EBITDA and adjusted
EBITDA  is  not  necessarily comparable to similarly titled measures reported by
other  companies.  These  non-GAAP  measures  may  be  considered in addition to
results  prepared  in  accordance  with  GAAP,  but  should  not be considered a
substitute  for  or superior to GAAP results.  Schedules that reconcile adjusted
net  income  per share, EBITDA and adjusted EBITDA to GAAP net income (loss) per
share  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,
                                                  ------------        ------------

                                                 2004      2003      2004       2003
                                               --------  --------  ---------  ---------
                                                                  
Revenues:
  Service revenues                             $41,586   $39,883   $174,865   $161,245
  Customer reimbursements                        3,704     3,243     15,253     11,485
                                               --------  --------  ---------  ---------
  Total revenues                                45,290    43,126    190,118    172,730
                                               --------  --------  ---------  ---------

Costs of services (exclusive of depreciation
  and amortization shown separately below):
  Cost of services                              21,682    20,924     92,693     85,207
  Customer reimbursements                        3,704     3,243     15,253     11,485
                                               --------  --------  ---------  ---------
  Total costs of services                       25,386    24,167    107,946     96,692
                                               --------  --------  ---------  ---------

Research and development                           737     1,654      4,026      5,199
General and administrative expenses              5,655     5,423     23,948     23,348
Marketing and promotion expenses                 5,109     4,538     19,618     16,484
Depreciation and amortization                    5,285     5,570     22,362     28,029
Restructure costs                                    -         -          -      5,949
                                               --------  --------  ---------  ---------
Operating income (loss)                          3,118     1,774     12,218     (2,971)

Other income (expense):
  Gain on sale                                       -         -      1,961          -
  Interest expense, net                           (339)     (475)    (1,862)      (129)
  Other                                            948        93        814        363
                                               --------  --------  ---------  ---------
Income (loss) before income taxes                3,727     1,392     13,131     (2,737)

Income tax benefit (expense)                    (1,952)     (777)    (5,146)       905
                                               --------  --------  ---------  ---------

Net income (loss)                              $ 1,775   $   615   $  7,985   $ (1,832)
                                               ========  ========  =========  =========

Net income (loss) per share:
  Basic                                        $  0.08   $  0.02   $   0.35   $  (0.07)
                                               ========  ========  =========  =========
  Diluted                                      $  0.08   $  0.02   $   0.34   $  (0.07)
                                               ========  ========  =========  =========

Weighted average shares outstanding:
  Basic                                         21,556    25,044     22,903     24,864
                                               ========  ========  =========  =========
  Diluted                                       21,830    25,404     23,215     24,864
                                               ========  ========  =========  =========






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


                                                           Three Months Ended
                                                            December 31, 2004
                                                --------------------------------------
                                                As Reported    Adjustments    Adjusted
                                               -------------  -------------  ----------
                                                                             
Revenues:
  Service revenues                             $     41,586   $          -   $  41,586
  Customer reimbursements                             3,704              -       3,704
                                               -------------  -------------  ----------
  Total revenues                                     45,290              -      45,290
                                               -------------  -------------  ----------

Costs of services (exclusive of depreciation
  and amortization shown separately below):
  Cost of services                                   21,682              -      21,682
  Customer reimbursements                             3,704              -       3,704
                                               -------------  -------------  ----------
  Total costs of services                            25,386              -      25,386
                                               -------------  -------------  ----------

Research and development                                737              -         737
General and administrative expenses                   5,655              -       5,655
Marketing and promotion expenses                      5,109              -       5,109
Depreciation and amortization                         5,285         (1,369) (1)  3,916
                                               -------------  -------------     -------
Operating income                                      3,118          1,369       4,487

Other income (expense):
  Gain on sale                                            -              -           -
  Interest expense, net                                (339)             -        (339)
  Other                                                 948              -         948
                                               -------------  -------------  ----------
Income before income taxes                            3,727          1,369       5,096

Income tax benefit (expense)                         (1,952)            16 (2)  (1,936)
                                               -------------  -------------     -------

Net income                                     $      1,775   $      1,385   $   3,160
                                               =============  =============  ==========

Diluted net income per share                   $       0.08   $       0.06   $    0.14
                                               =============  =============  ==========

Diluted weighted average shares outstanding          21,830              -      21,830
                                               =============  =============  ==========


     Notes:
     ------
     (1)  To adjust for amortization of software and identifiable intangible
          assets obtained  through  acquisitions.
     (2)  To  adjust  income  tax benefit (expense) for assumed 38% tax rate.





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


                                                          Three Months Ended
                                                           December 31, 2003
                                              ---------------------------------------
                                               As Reported    Adjustments    Adjusted
                                              -------------  -------------  ----------
                                                                            
Revenues:
  Service revenues                            $     39,883   $          -   $  39,883
  Customer reimbursements                            3,243              -       3,243
                                              -------------  -------------  ----------
  Total revenues                                    43,126              -      43,126
                                              -------------  -------------  ----------

Costs of services (exclusive of depreciation
  and amortization shown separately below):
  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 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 software and identifiable intangible
             assets  obtained  through  acquisitions.
     (2)     To  adjust  income  tax  expense  for  assumed  38%  tax  rate.





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


                                                              Year Ended
                                                          December 31, 2004
                                               --------------------------------------
                                               As Reported    Adjustments    Adjusted
                                              -------------  -------------  ----------
                                                                            
Revenues:
  Service revenues                            $    174,865   $          -   $ 174,865
  Customer reimbursements                           15,253              -      15,253
                                              -------------  -------------  ----------
  Total revenues                                   190,118              -     190,118
                                              -------------  -------------  ----------

Costs of services (exclusive of depreciation
  and amortization shown separately below):
  Cost of services                                  92,693         (1,915) (1) 90,778
  Customer reimbursements                           15,253              -      15,253
                                              -------------  -------------  ----------
  Total costs of services                          107,946         (1,915)    106,031
                                              -------------  -------------  ----------

Research and development                             4,026              -       4,026
General and administrative expenses                 23,948           (465) (1) 23,483
Marketing and promotion expenses                    19,618              -      19,618
Depreciation and amortization                       22,362         (5,549) (2) 16,813
                                              -------------  -------------     -------
Operating income                                    12,218          7,929      20,147

Other income (expense):
  Gain on sale                                       1,961         (1,961) (3)      -
  Interest expense, net                             (1,862)             -      (1,862)
  Other                                                814              -         814
                                              -------------  -------------  ----------
Income before income taxes                          13,131          5,968      19,099

Income tax expense                                  (5,146)        (2,112) (4) (7,258)
                                              -------------  -------------     -------

Net income                                    $      7,985   $      3,856   $  11,841
                                              =============  =============  ==========

Diluted net income per share                  $       0.34   $       0.16   $    0.51
                                              =============  =============  ==========

Diluted weighted average shares outstanding         23,215              -      23,215
                                              =============  =============  ==========

     Notes:
     ------
     (1)     To  adjust  for  severance and other costs related to the company's
             information  technology organization.
     (2)     To  adjust for amortization of software and identifiable intangible
             assets  obtained  through  acquisitions.
     (3)     To  adjust  for  gain  on  sale  of  Travelweb  LLC.
     (4)     To  adjust  income  tax  expense  for  assumed  38%  tax  rate.





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


                                                                Year Ended
                                                            December 31, 2003
                                               ---------------------------------------
                                                As Reported    Adjustments    Adjusted
                                               -------------  -------------  ----------
                                                                             
Revenues:
  Service revenues                             $    161,245   $          -   $ 161,245
  Customer reimbursements                            11,485              -      11,485
                                               -------------  -------------  ----------
  Total revenues                                    172,730              -     172,730
                                               -------------  -------------  ----------

Costs of services (exclusive of depreciation
  and amortization shown separately below):
  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 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 (4)  25,386
                                               =============  =============     =======


     Notes:
     ------
     (1)     To  adjust for amortization of software and identifiable intangible
             assets  obtained  through  acquisitions.
     (2)     To  adjust  for  restructure  costs.
     (3)     To  adjust  income  tax benefit (expense) for assumed 38% tax rate.
     (4)     Represents  shares  issuable  upon  the  exercise of stock options.






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


                                   Three Months Ended December 31,
                                   -------------------------------
                                    2004                 2003
                                  ---------            ---------
                                                    
Total revenues                    $ 45,290             $ 43,126
                                  =========            =========

Net income                           1,775                  615
Reconciling items:
  Income tax expense                 1,952                  777
  Interest expense, net                339                  475
  Other income                        (948)                 (93)
  Depreciation and amortization      5,285                5,570
                                  ---------            ---------

EBITDA                            $  8,403             $  7,344
                                  =========            =========

EBITDA margin                           19%                  17%

Adjustments:
  Other                                  -                2,343    (1)
                                  ---------            ---------

Adjusted EBITDA                   $  8,403             $  9,687
                                  =========            =========

Adjusted EBITDA margin                  19%                  22%


                                       Year Ended December 31,
                                  ------------------------------
                                      2004                 2003
                                  ---------            ---------

Total revenues                    $190,118             $172,730
                                  =========            =========

Net income (loss)                    7,985               (1,832)
Reconciling items:
  Gain on sale                      (1,961)                   -
  Income tax benefit (expense)       5,146                 (905)
  Interest expense, net              1,862                  129
  Other income                        (814)                (363)
  Depreciation and amortization     22,362               28,029
                                  ---------           ---------

EBITDA                            $ 34,580             $ 25,058
                                  =========            =========

EBITDA margin                           18%                  15%

Adjustments:
  Restructure costs                      -                5,949
  Other                              2,380 (2)            3,771   (1), (3), (4)
                                  ---------              ------

Adjusted EBITDA                   $ 36,960             $ 34,778
                                  =========            =========

Adjusted EBITDA margin                  19%                  20%


(1)  Amount  represents  severance  and  expenses related to PegasusCentral, the
     company's  information  technology  organization  and  product  management
     inititatives.
(2)  Amount  represents  severance  and  other  costs  related to changes in the
     company's  information  technology  organization.
(3)  Amount  includes 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.
(4)  Amount  includes  costs related to moving the company's Phoenix facilities.





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


                                               DECEMBER 31,   DECEMBER 31,
                                                 2004              2003
                                                ---------       ---------
                                                     
ASSETS

Cash and cash equivalents                       $ 23,249        $ 58,983
Short-term investments                             6,001           4,046
Accounts receivable, net                          28,551          22,298
Other current assets                               9,061          11,092
                                                ---------       ---------
  Total current assets                            66,862          96,419

Goodwill, net                                    163,585         164,120
Intangible assets, net                             5,827           7,831
Property and equipment, net                       80,326          75,474
Other noncurrent assets                           12,614          22,716
                                                ---------       ---------
    Total assets                                $329,214        $366,560
                                                =========       =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued liabilities        $ 29,531       $ 24,672
Unearned income                                    6,763          7,213
Other current liabilities                          5,621          5,477
                                                ---------      ---------
  Total current liabilities                       41,915         37,362

Noncurrent uncleared commission checks             5,576          4,545
Other noncurrent liabilities                      19,407         20,997
Convertible debt                                  75,000         75,000

Commitments and contingencies

Stockholders' equity:
  Common stock                                       211            251
  Additional paid-in capital                     242,112        290,828
  Unearned compensation                             (408)             -
  Accumulated other comprehensive loss              (995)          (834)
  Accumulated deficit                            (53,604)       (61,589)
                                                ---------      ---------
    Total stockholders' equity                   187,316        228,656
                                                ---------      ---------
    Total liabilities and stockholders' equity  $329,214       $366,560
                                                =========      =========