content: <PAGE>   1
          AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 1998
                                                 REGISTRATION NO. 333-____________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
  
  
                               WASHINGTON, D.C. 20549
  
  
                                     ----------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
  
                                     ----------
  
  
                                    AMRESCO, INC.
               (Exact name of registrant as specified in its charter)
  
  
             DELAWARE                                              59-1781257
  (State or other jurisdiction of                                (IRS Employer
   incorporation or organization)                              Identification No.)
  
  
                         700 NORTH PEARL STREET, SUITE 2400,
                              LB 342, DALLAS, TX 75201
                 (Address of Principal Executive Offices) (Zip Code)
  
  
                   AMRESCO, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
  
                                 L. KEITH BLACKWELL
                SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                    AMRESCO, INC.
                         700 NORTH PEARL STREET, SUITE 2400,
                              LB 342, DALLAS, TX 75201
                       (Name and address of agent for service)
  
  
                                   (214) 953-7700
            (Telephone number, including area code, of agent for service)
  
  
                           CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  ================================================================================================================================
                                                                PROPOSED             PROPOSED MAXIMUM                  AMOUNT OF
         TITLE OF SECURITIES            AMOUNT TO BE        MAXIMUM OFFERING        AGGREGATE OFFERING                REGISTRATION
          TO BE REGISTERED               REGISTERED        PRICE PER SHARE (1)            PRICE                           FEE
  --------------------------------------------------------------------------------------------------------------------------------
  <S>                                   <C>                <C>                      <C>                               <C> 
  Common Stock, 0.05 par value             500,000              $6.32                   $3,160,000                        $879
  ================================================================================================================================
  </TABLE>
  
           (1) Determined in accordance with Rule 457(h), the registration fee is
  based on the average of the high and low prices of the Registrant's Common Stock
  reported on the Nasdaq National Market on November 3, 1998.
  
  ================================================================================
  <PAGE>   2
                         INCORPORATION OF CONTENTS OF PRIOR
                               REGISTRATION STATEMENT
  
           The contents of Registration Statement No. 033-58629 relating to the
  AMRESCO, INC. 1995 Employee Stock Purchase Plan (the "Plan") filed by the
  Registrant with the Securities and Exchange Commission (the "Commission") on
  April 14, 1995, as amended by Post-Effective Amendment No. 1 to the Registration
  Statement filed by the Registrant with the Commission on November 6, 1998 (the
  "Prior Registration Statement"), are incorporated herein by reference pursuant
  to General Instruction E to Form S-8. The purpose of this Registration Statement
  is to register 500,000 additional shares of common stock, par value $0.05 per
  share ("Common Stock"), of the Registrant for offer and sale pursuant to the
  Plan.
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           The legality of the shares of Common Stock being registered hereby has
  been passed upon for the Company by L. Keith Blackwell, General Counsel of the
  Company. As of October 23, 1998, Mr. Blackwell owned beneficially 32,295 shares
  of Common Stock (excluding 12,265 unvested shares allocated under the Company's
  restricted stock plan) and held options to purchase 213,275 shares of Common
  Stock.
  
  ITEM 8.  EXHIBITS.
  
           In addition to the exhibits filed with or incorporated by reference in
  the Prior Registration Statement, the following documents are filed or
  incorporated by reference as exhibits to this Registration Statement:
  
  5.1*     Opinion of L. Keith Blackwell, General Counsel of the Company.
  
  23.1*    Consent of L. Keith Blackwell, contained in the opinion filed as 
           Exhibit 5.1.
  
  23.2*    Consent of Deloitte & Touche LLP.
  
  24.1*    Power of Attorney of the Directors and certain Executive Officers of
           the Company (contained on page II- 2).
  
  
  ----------
  
  *Filed herewith.
  
  
  
                                        II-1
  
  <PAGE>   3
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on the 28th day of October,
  1998.
  
                                         AMRESCO, INC.
  
  
                                         By: /s/ L. KEITH BLACKWELL
                                             -------------------------------------
                                             L. Keith Blackwell
                                             Senior Vice President, General 
                                             Counsel and Secretary
  
           Each person whose signature appears below does hereby make, constitute
  and appoint Robert H. Lutz, Jr., Robert L. Adair III and L. Keith Blackwell and
  each of them his or her true and lawful attorney with full power of substitution
  to execute, deliver and file with the Securities and Exchange Commission, for
  and on his or her behalf and in his or her capacity or capacities as stated
  above or below, any amendment (including post-effective amendments) to the
  Registration Statement with all exhibits thereto, making such changes in the
  Registration Statement as the registrant deems appropriate.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated:
  
  <TABLE>
  <CAPTION>
                       SIGNATURE                                      TITLE                        DATE
                       ---------                                      -----                        ----
  <S>                                                       <C>                              <C> 
  /s/ ROBERT H. LUTZ, JR.                                   Chairman of the Board and        October 28, 1998
  -------------------------------------------------         Chief Executive Officer
                  Robert H. Lutz, Jr.                       
  
                                                            Director, President and
  -------------------------------------------------         Chief Operating Officer
                  Robert L. Adair III                       
  
  /s/ BARRY L. EDWARDS                                      Executive Vice President and     October 28, 1998
  -------------------------------------------------         Chief Financial Officer
                   Barry L. Edwards                         (Principal Financial Officer)
                                                            
  
                                                            Director
  -------------------------------------------------
                 James P. Cotton, Jr.
  
  /s/ RICHARD L. CRAVEY                                     Director                         October 28, 1998
  -------------------------------------------------
                   Richard L. Cravey
  
  /s/ GERALD E. EICKHOFF                                    Director                         October 28, 1998
  -------------------------------------------------
                  Gerald E. Eickhoff
  
  /s/ SIDNEY E. HARRIS                                      Director                         October 28, 1998
  -------------------------------------------------
                   Sidney E. Harris
  
  /s/ AMY J. JORGENSEN                                      Director                         October 28, 1998
  -------------------------------------------------
                   Amy J. Jorgensen
  
  /s/ BRUCE W. SCHNITZER                                    Director                         October 28, 1998
  -------------------------------------------------
                  Bruce W. Schnitzer
  
  /s/ RONALD B. KIRKLAND                                    Vice President and Chief         October 28, 1998
  -------------------------------------------------         Accounting Officer            
                  Ronald B. Kirkland                        (Principal Accounting Officer)
                                                            
  </TABLE>
  
  
                                        II-2
  
  <PAGE>   4
  
  
                                    EXHIBIT INDEX
  
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT NO.                          EXHIBIT
  -----------                          -------
  <S>          <C>
      5.1*     Opinion of L. Keith Blackwell, General Counsel of the Company.
  
     23.1*     Consent of L. Keith Blackwell, contained in the opinion filed as 
               Exhibit 5.1.
  
     23.2*     Consent of Deloitte & Touche LLP.
  
     24.1*     Power of Attorney of the Directors and certain Executive Officers 
               of the Company (contained on page II-2).
  </TABLE>
  
  ----------
  
  * Filed herewith.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 10136}]
metadata_filer: {"company-data": {"conformed-name": "AMRESCO INC", "cik": "0000225569", "assigned-sic": "6282", "irs-number": "591781257", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66989", "film-number": "98740886"}, "business-address": {"street1": "700 N PEARL ST", "street2": "SUITE 2400 LB 342", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2149537700"}, "mail-address": {"street1": "700 N PEARL ST", "street2": "SUITE 2400 LB 342", "city": "DALLAS", "state": "TX", "zip": "75201"}, "former-company": [{"former-conformed-name": "BEI HOLDINGS LTD /DE/", "date-changed": "19920703"}, {"former-conformed-name": "LIFETIME COMMUNITIES INC", "date-changed": "19860716"}]}
text: 1
          AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 1998
                                                 REGISTRATION NO. 333-____________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                     ----------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                     ----------
  
                                    AMRESCO, INC.
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                              59-1781257
  (State or other jurisdiction of                                (IRS Employer
   incorporation or organization)                              Identification No.)
  
                         700 NORTH PEARL STREET, SUITE 2400,
                              LB 342, DALLAS, TX 75201
                 (Address of Principal Executive Offices) (Zip Code)
  
                   AMRESCO, INC. 1995 EMPLOYEE STOCK PURCHASE PLAN
                              (Full title of the plan)
  
                                 L. KEITH BLACKWELL
                SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                    AMRESCO, INC.
                         700 NORTH PEARL STREET, SUITE 2400,
                              LB 342, DALLAS, TX 75201
                       (Name and address of agent for service)
  
                                   (214) 953-7700
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  ================================================================================================================================
                                                                PROPOSED             PROPOSED MAXIMUM                  AMOUNT OF
         TITLE OF SECURITIES            AMOUNT TO BE        MAXIMUM OFFERING        AGGREGATE OFFERING                REGISTRATION
          TO BE REGISTERED               REGISTERED        PRICE PER SHARE (1)            PRICE                           FEE
  --------------------------------------------------------------------------------------------------------------------------------
  Common Stock, 0.05 par value             500,000              $6.32                   $3,160,000                        $879
  ================================================================================================================================
  (1) Determined in accordance with Rule 457(h), the registration fee is
  based on the average of the high and low prices of the Registrant's Common Stock
  reported on the Nasdaq National Market on November 3, 1998.
  
  ================================================================================
  2
                         INCORPORATION OF CONTENTS OF PRIOR
                               REGISTRATION STATEMENT
  
           The contents of Registration Statement No. 033-58629 relating to the
  AMRESCO, INC. 1995 Employee Stock Purchase Plan (the "Plan") filed by the
  Registrant with the Securities and Exchange Commission (the "Commission") on
  April 14, 1995, as amended by Post-Effective Amendment No. 1 to the Registration
  Statement filed by the Registrant with the Commission on November 6, 1998 (the
  "Prior Registration Statement"), are incorporated herein by reference pursuant
  to General Instruction E to Form S-8. The purpose of this Registration Statement
  is to register 500,000 additional shares of common stock, par value $0.05 per
  share ("Common Stock"), of the Registrant for offer and sale pursuant to the
  Plan.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           The legality of the shares of Common Stock being registered hereby has
  been passed upon for the Company by L. Keith Blackwell, General Counsel of the
  Company. As of October 23, 1998, Mr. Blackwell owned beneficially 32,295 shares
  of Common Stock (excluding 12,265 unvested shares allocated under the Company's
  restricted stock plan) and held options to purchase 213,275 shares of Common
  Stock.
  
  ITEM 8.  EXHIBITS.
  
           In addition to the exhibits filed with or incorporated by reference in
  the Prior Registration Statement, the following documents are filed or
  incorporated by reference as exhibits to this Registration Statement:
  
  5.1*     Opinion of L. Keith Blackwell, General Counsel of the Company.
  
  23.1*    Consent of L. Keith Blackwell, contained in the opinion filed as 
           Exhibit 5.1.
  
  23.2*    Consent of Deloitte & Touche LLP.
  
  24.1*    Power of Attorney of the Directors and certain Executive Officers of
           the Company (contained on page II- 2).
  
  ----------
  
  *Filed herewith.
  
                                        II-1
  3
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on the 28th day of October,
  1998.
  
                                         AMRESCO, INC.
  
                                         By: /s/ L. KEITH BLACKWELL
                                             -------------------------------------
                                             L. Keith Blackwell
                                             Senior Vice President, General 
                                             Counsel and Secretary
  
           Each person whose signature appears below does hereby make, constitute
  and appoint Robert H. Lutz, Jr., Robert L. Adair III and L. Keith Blackwell and
  each of them his or her true and lawful attorney with full power of substitution
  to execute, deliver and file with the Securities and Exchange Commission, for
  and on his or her behalf and in his or her capacity or capacities as stated
  above or below, any amendment (including post-effective amendments) to the
  Registration Statement with all exhibits thereto, making such changes in the
  Registration Statement as the registrant deems appropriate.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated:
  SIGNATURE                                      TITLE                        DATE
                       ---------                                      -----                        ----
  /s/ ROBERT H. LUTZ, JR.                                   Chairman of the Board and        October 28, 1998
  -------------------------------------------------         Chief Executive Officer
                  Robert H. Lutz, Jr.                       
  
                                                            Director, President and
  -------------------------------------------------         Chief Operating Officer
                  Robert L. Adair III                       
  
  /s/ BARRY L. EDWARDS                                      Executive Vice President and     October 28, 1998
  -------------------------------------------------         Chief Financial Officer
                   Barry L. Edwards                         (Principal Financial Officer)
                                                            
  
                                                            Director
  -------------------------------------------------
                 James P. Cotton, Jr.
  
  /s/ RICHARD L. CRAVEY                                     Director                         October 28, 1998
  -------------------------------------------------
                   Richard L. Cravey
  
  /s/ GERALD E. EICKHOFF                                    Director                         October 28, 1998
  -------------------------------------------------
                  Gerald E. Eickhoff
  
  /s/ SIDNEY E. HARRIS                                      Director                         October 28, 1998
  -------------------------------------------------
                   Sidney E. Harris
  
  /s/ AMY J. JORGENSEN                                      Director                         October 28, 1998
  -------------------------------------------------
                   Amy J. Jorgensen
  
  /s/ BRUCE W. SCHNITZER                                    Director                         October 28, 1998
  -------------------------------------------------
                  Bruce W. Schnitzer
  
  /s/ RONALD B. KIRKLAND                                    Vice President and Chief         October 28, 1998
  -------------------------------------------------         Accounting Officer            
                  Ronald B. Kirkland                        (Principal Accounting Officer)
  II-2
  4
  
                                    EXHIBIT INDEX
  EXHIBIT NO.                          EXHIBIT
  -----------                          -------
  5.1*     Opinion of L. Keith Blackwell, General Counsel of the Company.
  
     23.1*     Consent of L. Keith Blackwell, contained in the opinion filed as 
               Exhibit 5.1.
  
     23.2*     Consent of Deloitte & Touche LLP.
  
     24.1*     Power of Attorney of the Directors and certain Executive Officers 
               of the Company (contained on page II-2).
  ----------
  
  * Filed herewith.