As filed with the Securities and Exchange Commission on August 2, 1996



                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.   20549


                                   FORM 8-A


               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR (G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



                             CAPSTAR HOTEL COMPANY
            (Exact name of registrant as specified in its charter)


            DELAWARE                        52-1979383
       (State of incorporation)             (IRS Employer Identification No.)


   1010 WISCONSIN AVENUE, N.W., WASHINGTON, D.C.    20007
    (Address of principal executive offices)       (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:


      Title of each class                      Name of each exchange on which
      to be so registered                      each class is to be registered

      COMMON STOCK, PAR                        New York Stock Exchange
      VALUE $.01 PER SHARE


     If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1), please check
the following box. [ ]

     If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box. [ ]

Securities to be registered pursuant to Section 12(g) of the Act:

                               NONE
                         (Title of Class)





ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

Information with respect to the Common Stock of the Registrant is incorporated
herein by reference to the section captioned "Description of Capital Stock" in
the Company's Registration Statement on Form S-1 (File No. 333-6583), as such
may be amended (including by any prospectus filed by the Company pursuant to
Rule 424(b) promulgated under the Securities Act of 1933, as amended).


ITEM 2.  EXHIBITS.

The securities to be registered are to be registered on the New York Stock
Exchange, on which no other securities of the Registrant are registered.  In
accordance with Part II of the instructions as to exhibits on Form 8-A, the
following shall be filed with the New York Stock Exchange:

      1.The Registrant's Registration Statement on Form S-1 (File No. 333-6583)
        filed with the Securities and Exchange Commission on June 21, 1996.

      2.The Amended and Restated Certificate of Incorporation of the Registrant.

      3.The By-Laws of the Registrant.

      4.Specimen certificate for the Registrant's Common Stock.






                               SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                    CAPSTAR HOTEL COMPANY


                                    By:   /s/ John Plunket
                                       -----------------------
                                       Name:  John Plunket
                                       Title: Executive Vice President, Finance
                                              and Development



Dated:  August 2, 1996