content: <PAGE>   1
  
                                                  Registration No. 33-___________
  ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC  20549
                              ------------------------------
  
                                      Form S-8
                               REGISTRATION STATEMENT
                                       Under
                             THE SECURITIES ACT OF 1933
                           -------------------------------
  
                             SEARCH CAPITAL GROUP, INC.
               (Exact name of registrant as specified in its charter)
  
                    Delaware                                      41-1356819
    (State or other jurisdiction of incorporation              (I.R.S Employer
               or organization)                                Identification No.)
  
                               700 North Pearl Street
                                     Suite 400
                                 Dallas, TX  75201
                          (Address of principal executive
                            offices, including zip code)
  
                          1994 EMPLOYEE STOCK OPTION PLAN
                              (Full title of the plan)
  
                             Ellis A. Regenbogen, Esq.
                    Executive Vice President and General Counsel
                             Search Capital Group, Inc.
                               700 North Pearl Street
                                     Suite 400
                                 Dallas, TX  75201
                      (Name and address of agent for service)
  
                                   (214) 965-6000
           (Telephone number, including area code, of agent for service)
  
  
                          CALCULATION OF REGISTRATION FEE
  ================================================================================
  <TABLE>
  <CAPTION>
  Title of securities to       Amount to be        Proposed maximum         Proposed maximum        Amount of
      be registered             registered        offering price per       aggregate offering      registration
                                                         unit                    price                 fee
  --------------------------------------------------------------------------------------------------------------
  <S>                       <C>                               <C>                  <C>                    <C>
  Common Stock, $.01 par
  value                     625,000 shares                    $5.375(1)            $3,359,375(1)          $1,018
  ==============================================================================================================
  
  </TABLE>
  
  
                   (1)      Determined pursuant to Rule 457(c) under  the
                   Securities Act of 1933, based on the  average of the bid and
                   ask prices for the Common Stock on February 21, 1997.
  
  ================================================================================
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The documents constituting Part I of this Registration Statement with
  respect to registrant's 1994 Employee Stock Option Plan will be sent or given
  to employees of registrant and its subsidiaries as specified by Rule 428(b)(1)
  promulgated under the Securities Act of 1933.
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents filed by registrant with the Securities and
  Exchange Commission are incorporated herein by reference:
  
                   (a)      registrant's Transition Report on Form 10-K for the
           transition period ended March 31, 1996;
  
                   (b)      registrant's Quarterly Reports on Form 10-Q for the
           quarters ended June 30, September 30 and December 31, 1996;
  
                   (c)      registrant's Current Reports on Form 8-K dated April
           26, August 6, September 27, November 21 and November 25, 1996 and
           February 7, 1997; and
  
                   (d)      the description of registrant's Common Stock
           contained in registrant's registration statement on Form 8-A,
           including any amendments or reports filed for the purpose of updating
           such information.
  
           All documents subsequently filed by registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
  filing of a post-effective amendment which indicates that all securities
  offered hereby have been sold, or which de-registers all securities then
  remaining unsold, shall be deemed to be incorporated by reference in this
  registration statement and to be a part hereof from the date of filing of such
  documents.
  
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  
  
  
                                       -1-
  <PAGE>   3
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Delaware General Corporation Law, Section 102(b)(7) of the Delaware
  General Corporation Law provides that a certificate of incorporation may
  contain a provision eliminating or limiting the personal liability of a
  director to the corporation or its stockholders for monetary damages for breach
  of fiduciary duty as a director, provided that such provision shall not
  eliminate or limit the liability of a director (i) for any breach of the
  director's duty of loyalty to the corporation or its stockholders, (ii) for
  acts or omissions not in good faith or which involve intentional misconduct or
  a knowing violation of law, (iii) under Section 174 (relating to liability for
  unauthorized acquisitions or redemptions of, or dividends on, capital stock) of
  the Delaware General Corporation Law, or (iv) of any transaction from which the
  director derived an improper personal benefit.
  
           Section 145 of the Delaware General Corporation Law provides as
  follows:
  
           "(a)    A corporation may indemnify any person who was or is a party
  or is threatened to be made a party to any threatened, pending or completed
  action, suit or proceeding, whether civil, criminal, administrative or
  investigative (other than an action by or in the right of the corporation) by
  reason of the fact that he is or was a director, officer, employee or agent of
  the corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred by him in connection with such action, suit or proceeding if he acted
  in good faith and in a manner he reasonably believed to be in or not opposed to
  the best interests of the corporation, and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe his conduct was unlawful.
  The termination of any action, suit or proceeding by judgment, order,
  settlement, conviction, or upon a plea of nolo contendere or its equivalent,
  shall not, of itself, create a presumption that the person did not act in good
  faith in a manner which he reasonably believed to be in or not opposed to the
  best interests of the corporation, and, with respect to any criminal action or
  proceeding, had reasonable cause to believe that his conduct was unlawful.
  
           (b)     A corporation may indemnify any person who was or is a party
  or is threatened to be made a party to any threatened, pending or completed
  action or suit by or in the right of the corporation to procure a judgment in
  its favor by reason of the fact that he is or was a director, officer, employee
  or agent of the corporation, or is or was serving at the request of the
  corporation as a director, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise against expenses
  (including attorneys' fees) actually and reasonably incurred by him in
  connection with the defense or settlement of such action or suit if he acted in
  good faith and in a manner he reasonably believed to be in or not opposed to
  the best interests of the corporation and except that no indemnification shall
  be made in respect of any claim, issue or matter as to which such person shall
  have been adjudged to be liable to the corporation unless and only to the
  extent that the Court of Chancery or the court in which such action or suit was
  brought shall determine upon application that, despite the adjudication of
  liability but in view of all the circumstances of the case, such person is
  fairly and reasonably entitled to indemnity for such expenses which the Court
  of Chancery or such other court shall deem proper.
  
  
  
  
  
                                        -2-
  <PAGE>   4
           (c)     To the extent that a director, officer, employee or agent of
  the corporation has been successful on the merits or otherwise in defense of
  any action, suit or proceeding referred to in subsections (a) and (b) of this
  section, or in defense of any claim, issue or matter therein, he shall be
  indemnified against expenses (including attorneys' fees) actually and
  reasonably incurred by him in connection therewith.
  
           (d)     Any indemnification under subsections (a) and (b) of this
  section (unless ordered by a court) shall be made by the corporation only as
  authorized in the specific case upon a determination that indemnification of
  the director, officer, employee or agent is proper in the circumstances because
  he has met the applicable standard of conduct set forth in subsections (a) and
  (b) of this section.  Such determination shall be made (1) by a majority vote
  of the directors who are not parties to such action, suit or proceeding, even
  though less than a quorum, or (2) if there are no such directors, by
  independent legal counsel in a written opinion, or (3) by the stockholders.
  
           (e)     Expenses (including attorneys' fees) incurred by an officer or
  director in defending any civil, criminal, administrative or investigative
  action, suit or proceeding may be paid by the corporation in advance of the
  final disposition of such action, suit or proceeding upon receipt of an
  undertaking by or on behalf of such director or officer to repay such amount if
  it shall ultimately be determined that he is not entitled to be indemnified by
  the corporation as authorized in this section.  Such expenses (including
  attorneys' fees) incurred by other employees and agents may be so paid upon
  such terms and conditions, if any, as the board of directors deems appropriate.
  
           (f)     The indemnification and advancement of expenses provided by or
  granted pursuant to, the other subsections of this section shall not be deemed
  exclusive of any other rights to which those seeking indemnification or
  advancement of expenses may be entitled under any bylaw, agreement, vote of
  stockholders or disinterested directors or otherwise, both as to action in his
  official capacity and as to action in another capacity while holding such
  office.
  
           (g)     A corporation shall have the power to purchase and maintain
  insurance on behalf of any person who is or was a director, officer, employee
  or agent of the corporation, or is or was serving at the request of the
  corporation as a director, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise against any liability
  asserted against him and incurred by him in any such capacity, or arising out
  of his status as such, whether or not the corporation would have the power to
  indemnify him against such liability under this section.
  
           (h)     For purposes of this section, references to "the corporation"
  shall include, in addition to the resulting corporation, any constituent
  corporation (including any constituent of a constituent) absorbed in a
  consolidation or merger which, if its separate existence had continued, would
  have had power and authority to indemnify its directors, officers, and
  employees or agents, so that any person who is or was a director, officer,
  employee or agent of such constituent corporation, or is or was serving at the
  request of such constituent corporation as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, shall stand in the same position under this section with respect to
  the resulting or surviving corporation as he would have with respect to such
  constituent corporation if its separate existence had continued.
  
  
  
  
  
                                        -3-
  <PAGE>   5
           (i)     For purposes of this section, references to "other
  enterprises" shall include employee benefit plans; references to "fines" shall
  include any excise taxes assessed on a person with respect to any employee
  benefit plan; and references to "serving at the request of the corporation"
  shall include any service as a director, officer, employee or agent of the
  corporation which imposes duties on, or involves services by, such director,
  officer, employee or agent with respect to an employee benefit plan, its
  participants or beneficiaries; and a person who acted in good faith and in a
  manner he reasonably believed to be in the interest of the participants and
  beneficiaries of an employee benefit plan shall be deemed to have acted in a
  manner "not opposed to the best interests of the corporation" as referred to in
  this section.
  
           (j)     The indemnification and advancement of expenses provided by,
  or granted pursuant to, this section shall, unless otherwise provided when
  authorized or ratified, continue as to a person who has ceased to be a
  director, officer, employee or agent and shall inure to the benefit of the
  heirs, executors and administrators of such a person.
  
           (k)     The Court of Chancery is hereby vested with exclusive
  jurisdiction to hear and determine all actions for advancement of expenses or
  indemnification brought under this section or under any bylaw, agreement, vote
  of stockholders or disinterested directors, or otherwise.  The Court of
  Chancery may summarily determine a corporation's obligations to advance
  expenses (including attorneys' fees)."
  
           Restated Certificate of Incorporation.  Paragraph ELEVENTH of the
  Restated Certificate of Incorporation states that registrant shall, to the
  fullest extent permitted by the Delaware General Corporation Law, indemnify any
  and all persons who it would have the power to indemnify under such law from
  and against any and all of the expenses, liabilities or other matters referred
  to in or covered by such law and, to the extent permitted under any bylaw,
  agreement, vote of stockholders or disinterested directors or otherwise, both
  as to action in his director or officer capacity and as to action in another
  capacity while holding such office.  Such indemnification obligation will
  continue as to a person who has ceased to be a director, officer, employee or
  agent and inure to the benefit of his heirs, executors and administrators.
  
           Paragraph TWELFTH of the Restated Certificate of Incorporation states
  that, to the fullest extent permitted by the Delaware General Corporation Law,
  a director of registrant will not be liable to registrant or its shareholders
  for monetary damages for breach of fiduciary duty as a director.
  
           Bylaws.  Article IX of registrant's Bylaws requires registrant to
  indemnify any person who was or is a party, or threatened to be made a party,
  to any suit or proceeding, by reason of the fact that he is or was an
  authorized representative of registrant for specified liabilities and expenses
  if he acted in good faith and in a manner he reasonably believed to be in or
  not opposed to the best interests of registrant and, with respect to any
  criminal action or proceeding, he had no reasonable cause to believe his
  conduct was unlawful.  The Board of Directors, by vote of a majority of those
  present at any meeting, may elect to exclude such person from such
  indemnification.  The indemnified liabilities and expenses include, but are not
  limited to, legal fees and disbursements and amounts of judgments, fines or
  penalties against, and amounts paid in settlement by, the indemnified party.
  Registrant may advance any reasonable expense incurred by the indemnified party
  prior to the final disposition of any claim, action, suit or  proceeding if it
  
  
  
  
  
                                        -4-
  <PAGE>   6
  
  receives an undertaking by or on behalf of the recipient to repay such amount
  if it is ultimately determined that he is not entitled to indemnification.
  These indemnification rights are in addition to any other indemnification
  rights to which the person may be entitled under any agreement, vote of
  stockholders, the Restated Certificate of Incorporation, or as a matter of law
  or otherwise.
  
           The directors and officers of registrant are insured (subject to
  certain exceptions and deductions) against liabilities which they may incur in
  their capacity as such, including liabilities under the Securities Act of 1933,
  under a liability insurance policy carried by registrant.
  
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  
  ITEM 8.  EXHIBITS.
  
   Exhibit No.                                  Description
   -----------                                  -----------
  
       4.1         1994 Employee Stock Option Plan, as amended and adjusted
  
        5          Opinion regarding legality of the securities being registered
  
       23.1        Consent of BDO Seidman, LLP
  
       23.2        Consent of counsel (included in Exhibit No. 5)
  
  
  
  ITEM 9.  UNDERTAKINGS.
  
       The undersigned registrant hereby undertakes
  
           (1)      to file, during any period in which offers or sales are being
           made of the securities registered hereby, a post-effective amendment 
           to this registration statement:
  
                            (i)     to include any prospectus required by Section
                   10(a)(3) of the Securities Act of 1933;
  
                            (ii)    to reflect in the prospectus any facts or
                   events arising after the effective date of the registration
                   statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in the
                   registration statement; and
  
                            (iii)   to include any material information with
                   respect to the plan of distribution not previously disclosed
                   in the registration statement or any material change to such
                   information in the registration statement;
  
  
  
  
  
                                        -5-
  <PAGE>   7
           provided, however, that the undertakings set forth in paragraphs
           (1)(i) and (1)(ii) above do not apply if the information required to
           be included in a post-effective amendment by those paragraphs is
           contained in periodic reports filed by registrant pursuant to Section
           13 or Section 15(d) of the Securities Exchange Act of 1934 that are
           incorporated by reference in this registration statement.
  
                   (2)      that, for the purpose of determining any liability
           under the Securities Act of 1933, each such post-effective amendment
           shall be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at
           that time shall be deemed to be the initial bona fide offering
           thereof.
  
                   (3)      to remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
  Exchange Act of 1934 (and each filing of the annual report of the Plan pursuant
  to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
  by reference in the registration statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, registrant will, unless in the
  opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
  
  
  
  
                                        -6-
  <PAGE>   8
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, 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 21st day of February,
  1997.
  
                                          SEARCH CAPITAL GROUP, INC.
  
                                          By:              /s/ George C. Evans   
                                                  -------------------------------
                                                  George C. Evans, President and
                                                  Chief Executive Officer
                                          
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints, jointly and severally, George C. Evans,
  Robert D. Idzi and Ellis A. Regenbogen, or any of them, with full power to act
  alone, his true and lawful attorneys-in-fact, with full power of substitution
  and resubstitution, for him and in his name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact full
  power and authority to do and perform each and every act and thing requisite
  and necessary to be done as fully to all intents and purposes as he might or
  could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact or any of them may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the requirements of the Securities Act of 1993, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
                                        
        SIGNATURE                      TITLE                          DATE 
    ------------------          ----------------------------    -----------------
   <S>                            <C>                            <C>    
  
     /s/ George C. Evans        Chairman of the Board,           February 21, 1997
  ----------------------------
  George C. Evans               Officer and Director
                                
     /s/ Richard F. Bonini      Director                         February 21, 1997
  ----------------------------
  Richard F. Bonini
  
    /s/ William H. T. Bush      Director                         February 21, 1997
  ----------------------------
   William H. T. Bush
  
     /s/ Frederick S. Hammer    Director                         February 21, 1997
  ----------------------------
  Frederick S. Hammer
  
     /s/ Luther H. Hodges, Jr.  Director                         February 21, 1997
  ----------------------------
   Luther H. Hodges, Jr.
  
     /s/ James F. Leary         Director                         February 21, 1997
  ----------------------------
   James F. Leary
  
  
  </TABLE>
  
  
  
                                       -7-
  <PAGE>   9
  <TABLE>
  <S>                        <C>                              <C>
                             
     /s/ A. Brean Murray     Director                         February 21, 1997
  ------------------------   
  A. Brean Murray            
                             
     /s/ Douglas W. Powell   Director                         February 19, 1997
  ------------------------   
  Douglas W. Powell          
                             
     /s/ Barry W. Ridings    Director                         February 21, 1997
  ------------------------   
  Barry W. Ridings           
                             
     /s/ Robert D. Idzi      Senior Executive Vice            February 21, 1997
  ------------------------   President, Chief Financial 
  Robert D. Idzi             Officer and Treasurer           
                                                    
                             
     /s/ Andrew D. Plagens   Vice President, Controller and   February 21, 1997
  ------------------------   
  Andrew D. Plagens          Chief Accounting Officer
                             
  </TABLE>
  
  
  
  
                                        -8-
  <PAGE>   10
                                 INDEX TO EXHIBITS
  
  
  EXHIBIT NUMBER                               DESCRIPTION OF DOCUMENT
  --------------                               -----------------------
  
       4.1             1994 Employee Stock Option Plan, as amended and adjusted
  
        5              Opinion regarding legality of the securities being 
                       registered
  
       23.1            Consent of BDO Seidman, LLP
  
       23.2            Consent of counsel (included in Exhibit No. 5)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26875}]
metadata_filer: {"company-data": {"conformed-name": "SEARCH CAPITAL GROUP INC", "cik": "0000318672", "assigned-sic": "6153", "irs-number": "411356819", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22315", "film-number": "97542961"}, "business-address": {"street1": "700 N PEARL ST STE 400", "street2": "PLZ OF THE AMERICAS NORTH TOWER", "city": "DALLAS", "state": "TX", "zip": "75201-7490", "phone": "2149656000"}, "mail-address": {"street1": "700 N PEARL STE 400,NORH TOWER", "street2": "PLAZA OF THE AMERICAS", "city": "DALLAS", "state": "TX", "zip": "75201-7490"}, "former-company": {"former-conformed-name": "SEARCH NATURAL RESOURCES INC", "date-changed": "19920703"}}
text: 1
  
                                                  Registration No. 33-___________
  ===============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC  20549
                              ------------------------------
  
                                      Form S-8
                               REGISTRATION STATEMENT
                                       Under
                             THE SECURITIES ACT OF 1933
                           -------------------------------
  
                             SEARCH CAPITAL GROUP, INC.
               (Exact name of registrant as specified in its charter)
  
                    Delaware                                      41-1356819
    (State or other jurisdiction of incorporation              (I.R.S Employer
               or organization)                                Identification No.)
  
                               700 North Pearl Street
                                     Suite 400
                                 Dallas, TX  75201
                          (Address of principal executive
                            offices, including zip code)
  
                          1994 EMPLOYEE STOCK OPTION PLAN
                              (Full title of the plan)
  
                             Ellis A. Regenbogen, Esq.
                    Executive Vice President and General Counsel
                             Search Capital Group, Inc.
                               700 North Pearl Street
                                     Suite 400
                                 Dallas, TX  75201
                      (Name and address of agent for service)
  
                                   (214) 965-6000
           (Telephone number, including area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  ================================================================================
  Title of securities to       Amount to be        Proposed maximum         Proposed maximum        Amount of
      be registered             registered        offering price per       aggregate offering      registration
                                                         unit                    price                 fee
  --------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par
  value                     625,000 shares                    $5.375(1)            $3,359,375(1)          $1,018
  ==============================================================================================================
  (1)      Determined pursuant to Rule 457(c) under  the
                   Securities Act of 1933, based on the  average of the bid and
                   ask prices for the Common Stock on February 21, 1997.
  
  ================================================================================
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The documents constituting Part I of this Registration Statement with
  respect to registrant's 1994 Employee Stock Option Plan will be sent or given
  to employees of registrant and its subsidiaries as specified by Rule 428(b)(1)
  promulgated under the Securities Act of 1933.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents filed by registrant with the Securities and
  Exchange Commission are incorporated herein by reference:
  
                   (a)      registrant's Transition Report on Form 10-K for the
           transition period ended March 31, 1996;
  
                   (b)      registrant's Quarterly Reports on Form 10-Q for the
           quarters ended June 30, September 30 and December 31, 1996;
  
                   (c)      registrant's Current Reports on Form 8-K dated April
           26, August 6, September 27, November 21 and November 25, 1996 and
           February 7, 1997; and
  
                   (d)      the description of registrant's Common Stock
           contained in registrant's registration statement on Form 8-A,
           including any amendments or reports filed for the purpose of updating
           such information.
  
           All documents subsequently filed by registrant pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
  filing of a post-effective amendment which indicates that all securities
  offered hereby have been sold, or which de-registers all securities then
  remaining unsold, shall be deemed to be incorporated by reference in this
  registration statement and to be a part hereof from the date of filing of such
  documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
                                       -1-
  3
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Delaware General Corporation Law, Section 102(b)(7) of the Delaware
  General Corporation Law provides that a certificate of incorporation may
  contain a provision eliminating or limiting the personal liability of a
  director to the corporation or its stockholders for monetary damages for breach
  of fiduciary duty as a director, provided that such provision shall not
  eliminate or limit the liability of a director (i) for any breach of the
  director's duty of loyalty to the corporation or its stockholders, (ii) for
  acts or omissions not in good faith or which involve intentional misconduct or
  a knowing violation of law, (iii) under Section 174 (relating to liability for
  unauthorized acquisitions or redemptions of, or dividends on, capital stock) of
  the Delaware General Corporation Law, or (iv) of any transaction from which the
  director derived an improper personal benefit.
  
           Section 145 of the Delaware General Corporation Law provides as
  follows:
  
           "(a)    A corporation may indemnify any person who was or is a party
  or is threatened to be made a party to any threatened, pending or completed
  action, suit or proceeding, whether civil, criminal, administrative or
  investigative (other than an action by or in the right of the corporation) by
  reason of the fact that he is or was a director, officer, employee or agent of
  the corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred by him in connection with such action, suit or proceeding if he acted
  in good faith and in a manner he reasonably believed to be in or not opposed to
  the best interests of the corporation, and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe his conduct was unlawful.
  The termination of any action, suit or proceeding by judgment, order,
  settlement, conviction, or upon a plea of nolo contendere or its equivalent,
  shall not, of itself, create a presumption that the person did not act in good
  faith in a manner which he reasonably believed to be in or not opposed to the
  best interests of the corporation, and, with respect to any criminal action or
  proceeding, had reasonable cause to believe that his conduct was unlawful.
  
           (b)     A corporation may indemnify any person who was or is a party
  or is threatened to be made a party to any threatened, pending or completed
  action or suit by or in the right of the corporation to procure a judgment in
  its favor by reason of the fact that he is or was a director, officer, employee
  or agent of the corporation, or is or was serving at the request of the
  corporation as a director, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise against expenses
  (including attorneys' fees) actually and reasonably incurred by him in
  connection with the defense or settlement of such action or suit if he acted in
  good faith and in a manner he reasonably believed to be in or not opposed to
  the best interests of the corporation and except that no indemnification shall
  be made in respect of any claim, issue or matter as to which such person shall
  have been adjudged to be liable to the corporation unless and only to the
  extent that the Court of Chancery or the court in which such action or suit was
  brought shall determine upon application that, despite the adjudication of
  liability but in view of all the circumstances of the case, such person is
  fairly and reasonably entitled to indemnity for such expenses which the Court
  of Chancery or such other court shall deem proper.
  
                                        -2-
  4
           (c)     To the extent that a director, officer, employee or agent of
  the corporation has been successful on the merits or otherwise in defense of
  any action, suit or proceeding referred to in subsections (a) and (b) of this
  section, or in defense of any claim, issue or matter therein, he shall be
  indemnified against expenses (including attorneys' fees) actually and
  reasonably incurred by him in connection therewith.
  
           (d)     Any indemnification under subsections (a) and (b) of this
  section (unless ordered by a court) shall be made by the corporation only as
  authorized in the specific case upon a determination that indemnification of
  the director, officer, employee or agent is proper in the circumstances because
  he has met the applicable standard of conduct set forth in subsections (a) and
  (b) of this section.  Such determination shall be made (1) by a majority vote
  of the directors who are not parties to such action, suit or proceeding, even
  though less than a quorum, or (2) if there are no such directors, by
  independent legal counsel in a written opinion, or (3) by the stockholders.
  
           (e)     Expenses (including attorneys' fees) incurred by an officer or
  director in defending any civil, criminal, administrative or investigative
  action, suit or proceeding may be paid by the corporation in advance of the
  final disposition of such action, suit or proceeding upon receipt of an
  undertaking by or on behalf of such director or officer to repay such amount if
  it shall ultimately be determined that he is not entitled to be indemnified by
  the corporation as authorized in this section.  Such expenses (including
  attorneys' fees) incurred by other employees and agents may be so paid upon
  such terms and conditions, if any, as the board of directors deems appropriate.
  
           (f)     The indemnification and advancement of expenses provided by or
  granted pursuant to, the other subsections of this section shall not be deemed
  exclusive of any other rights to which those seeking indemnification or
  advancement of expenses may be entitled under any bylaw, agreement, vote of
  stockholders or disinterested directors or otherwise, both as to action in his
  official capacity and as to action in another capacity while holding such
  office.
  
           (g)     A corporation shall have the power to purchase and maintain
  insurance on behalf of any person who is or was a director, officer, employee
  or agent of the corporation, or is or was serving at the request of the
  corporation as a director, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise against any liability
  asserted against him and incurred by him in any such capacity, or arising out
  of his status as such, whether or not the corporation would have the power to
  indemnify him against such liability under this section.
  
           (h)     For purposes of this section, references to "the corporation"
  shall include, in addition to the resulting corporation, any constituent
  corporation (including any constituent of a constituent) absorbed in a
  consolidation or merger which, if its separate existence had continued, would
  have had power and authority to indemnify its directors, officers, and
  employees or agents, so that any person who is or was a director, officer,
  employee or agent of such constituent corporation, or is or was serving at the
  request of such constituent corporation as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, shall stand in the same position under this section with respect to
  the resulting or surviving corporation as he would have with respect to such
  constituent corporation if its separate existence had continued.
  
                                        -3-
  5
           (i)     For purposes of this section, references to "other
  enterprises" shall include employee benefit plans; references to "fines" shall
  include any excise taxes assessed on a person with respect to any employee
  benefit plan; and references to "serving at the request of the corporation"
  shall include any service as a director, officer, employee or agent of the
  corporation which imposes duties on, or involves services by, such director,
  officer, employee or agent with respect to an employee benefit plan, its
  participants or beneficiaries; and a person who acted in good faith and in a
  manner he reasonably believed to be in the interest of the participants and
  beneficiaries of an employee benefit plan shall be deemed to have acted in a
  manner "not opposed to the best interests of the corporation" as referred to in
  this section.
  
           (j)     The indemnification and advancement of expenses provided by,
  or granted pursuant to, this section shall, unless otherwise provided when
  authorized or ratified, continue as to a person who has ceased to be a
  director, officer, employee or agent and shall inure to the benefit of the
  heirs, executors and administrators of such a person.
  
           (k)     The Court of Chancery is hereby vested with exclusive
  jurisdiction to hear and determine all actions for advancement of expenses or
  indemnification brought under this section or under any bylaw, agreement, vote
  of stockholders or disinterested directors, or otherwise.  The Court of
  Chancery may summarily determine a corporation's obligations to advance
  expenses (including attorneys' fees)."
  
           Restated Certificate of Incorporation.  Paragraph ELEVENTH of the
  Restated Certificate of Incorporation states that registrant shall, to the
  fullest extent permitted by the Delaware General Corporation Law, indemnify any
  and all persons who it would have the power to indemnify under such law from
  and against any and all of the expenses, liabilities or other matters referred
  to in or covered by such law and, to the extent permitted under any bylaw,
  agreement, vote of stockholders or disinterested directors or otherwise, both
  as to action in his director or officer capacity and as to action in another
  capacity while holding such office.  Such indemnification obligation will
  continue as to a person who has ceased to be a director, officer, employee or
  agent and inure to the benefit of his heirs, executors and administrators.
  
           Paragraph TWELFTH of the Restated Certificate of Incorporation states
  that, to the fullest extent permitted by the Delaware General Corporation Law,
  a director of registrant will not be liable to registrant or its shareholders
  for monetary damages for breach of fiduciary duty as a director.
  
           Bylaws.  Article IX of registrant's Bylaws requires registrant to
  indemnify any person who was or is a party, or threatened to be made a party,
  to any suit or proceeding, by reason of the fact that he is or was an
  authorized representative of registrant for specified liabilities and expenses
  if he acted in good faith and in a manner he reasonably believed to be in or
  not opposed to the best interests of registrant and, with respect to any
  criminal action or proceeding, he had no reasonable cause to believe his
  conduct was unlawful.  The Board of Directors, by vote of a majority of those
  present at any meeting, may elect to exclude such person from such
  indemnification.  The indemnified liabilities and expenses include, but are not
  limited to, legal fees and disbursements and amounts of judgments, fines or
  penalties against, and amounts paid in settlement by, the indemnified party.
  Registrant may advance any reasonable expense incurred by the indemnified party
  prior to the final disposition of any claim, action, suit or  proceeding if it
  
                                        -4-
  6
  
  receives an undertaking by or on behalf of the recipient to repay such amount
  if it is ultimately determined that he is not entitled to indemnification.
  These indemnification rights are in addition to any other indemnification
  rights to which the person may be entitled under any agreement, vote of
  stockholders, the Restated Certificate of Incorporation, or as a matter of law
  or otherwise.
  
           The directors and officers of registrant are insured (subject to
  certain exceptions and deductions) against liabilities which they may incur in
  their capacity as such, including liabilities under the Securities Act of 1933,
  under a liability insurance policy carried by registrant.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
   Exhibit No.                                  Description
   -----------                                  -----------
  
       4.1         1994 Employee Stock Option Plan, as amended and adjusted
  
        5          Opinion regarding legality of the securities being registered
  
       23.1        Consent of BDO Seidman, LLP
  
       23.2        Consent of counsel (included in Exhibit No. 5)
  
  ITEM 9.  UNDERTAKINGS.
  
       The undersigned registrant hereby undertakes
  
           (1)      to file, during any period in which offers or sales are being
           made of the securities registered hereby, a post-effective amendment 
           to this registration statement:
  
                            (i)     to include any prospectus required by Section
                   10(a)(3) of the Securities Act of 1933;
  
                            (ii)    to reflect in the prospectus any facts or
                   events arising after the effective date of the registration
                   statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in the
                   registration statement; and
  
                            (iii)   to include any material information with
                   respect to the plan of distribution not previously disclosed
                   in the registration statement or any material change to such
                   information in the registration statement;
  
                                        -5-
  7
           provided, however, that the undertakings set forth in paragraphs
           (1)(i) and (1)(ii) above do not apply if the information required to
           be included in a post-effective amendment by those paragraphs is
           contained in periodic reports filed by registrant pursuant to Section
           13 or Section 15(d) of the Securities Exchange Act of 1934 that are
           incorporated by reference in this registration statement.
  
                   (2)      that, for the purpose of determining any liability
           under the Securities Act of 1933, each such post-effective amendment
           shall be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at
           that time shall be deemed to be the initial bona fide offering
           thereof.
  
                   (3)      to remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
  Exchange Act of 1934 (and each filing of the annual report of the Plan pursuant
  to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
  by reference in the registration statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, registrant will, unless in the
  opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
                                        -6-
  8
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, 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 21st day of February,
  1997.
  
                                          SEARCH CAPITAL GROUP, INC.
  
                                          By:              /s/ George C. Evans   
                                                  -------------------------------
                                                  George C. Evans, President and
                                                  Chief Executive Officer
                                          
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints, jointly and severally, George C. Evans,
  Robert D. Idzi and Ellis A. Regenbogen, or any of them, with full power to act
  alone, his true and lawful attorneys-in-fact, with full power of substitution
  and resubstitution, for him and in his name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact full
  power and authority to do and perform each and every act and thing requisite
  and necessary to be done as fully to all intents and purposes as he might or
  could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact or any of them may lawfully do or cause to be done by virtue
  hereof.
  
           Pursuant to the requirements of the Securities Act of 1993, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                      TITLE                          DATE 
    ------------------          ----------------------------    -----------------
  /s/ George C. Evans        Chairman of the Board,           February 21, 1997
  ----------------------------
  George C. Evans               Officer and Director
                                
     /s/ Richard F. Bonini      Director                         February 21, 1997
  ----------------------------
  Richard F. Bonini
  
    /s/ William H. T. Bush      Director                         February 21, 1997
  ----------------------------
   William H. T. Bush
  
     /s/ Frederick S. Hammer    Director                         February 21, 1997
  ----------------------------
  Frederick S. Hammer
  
     /s/ Luther H. Hodges, Jr.  Director                         February 21, 1997
  ----------------------------
   Luther H. Hodges, Jr.
  
     /s/ James F. Leary         Director                         February 21, 1997
  ----------------------------
   James F. Leary
  -7-
  9
  /s/ A. Brean Murray     Director                         February 21, 1997
  ------------------------   
  A. Brean Murray            
                             
     /s/ Douglas W. Powell   Director                         February 19, 1997
  ------------------------   
  Douglas W. Powell          
                             
     /s/ Barry W. Ridings    Director                         February 21, 1997
  ------------------------   
  Barry W. Ridings           
                             
     /s/ Robert D. Idzi      Senior Executive Vice            February 21, 1997
  ------------------------   President, Chief Financial 
  Robert D. Idzi             Officer and Treasurer           
                                                    
                             
     /s/ Andrew D. Plagens   Vice President, Controller and   February 21, 1997
  ------------------------   
  Andrew D. Plagens          Chief Accounting Officer
  -8-
  10
                                 INDEX TO EXHIBITS
  
  EXHIBIT NUMBER                               DESCRIPTION OF DOCUMENT
  --------------                               -----------------------
  
       4.1             1994 Employee Stock Option Plan, as amended and adjusted
  
        5              Opinion regarding legality of the securities being 
                       registered
  
       23.1            Consent of BDO Seidman, LLP
  
       23.2            Consent of counsel (included in Exhibit No. 5)