content: <PAGE>   1
       As filed with the Securities and Exchange Commission on July 1, 1999.
                                                  Registration No. 333-__________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
  
                              TYLER TECHNOLOGIES, INC.
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                            75-2303920
  (STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)
  
                              2800 W. MOCKINGBIRD LANE
                                 DALLAS, TEXAS 75235
                                   (214) 902-5086
  
                 (Address, including zip code, and telephone number,
                   including area code, of Registrant's principal
                                 executive offices)
  
                               -----------------------
  
                     TYLER TECHNOLOGIES, INC. STOCK OPTION PLAN
  
                              (Full title of the Plan)
  
                               -----------------------
  
                                THEODORE L. BATHURST
                     VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                              TYLER TECHNOLOGIES, INC.
                              2800 W. MOCKINGBIRD LANE
                                 DALLAS, TEXAS 75235
                                   (214) 902-5086
                        (Name, address, and telephone number,
                     including area code, of agent for service)
  
                               -----------------------
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =======================================================================================================================
    TITLE OF EACH CLASS            AMOUNT             PROPOSED MAXIMUM       PROPOSED MAXIMUM           AMOUNT OF
       OF SECURITIES                TO BE              OFFERING PRICE            AGGREGATE            REGISTRATION
      TO BE REGISTERED           REGISTERED(1)          PER SHARE(2)           OFFERING PRICE               FEE
  -----------------------------------------------------------------------------------------------------------------------
  <S>                           <C>                 <C>                      <C>                      <C>
       Common Stock,
      $0.01 par value             1,000,000                  $5.375             $5,375,000              $1,494
  =======================================================================================================================
  </TABLE>
  
  1    Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
       registration statement also covers an indeterminate additional amount of
       shares of Common Stock to be offered or sold pursuant to the anti-dilution
       provisions of the Tyler Technologies, Inc. Stock Option Plan.
  
  2    Estimated solely for the purpose of calculating the registration fee, which
       has been computed in accordance with Rule 457(h), based on the average of
       the high and low prices for the Common Stock on the New York Stock Exchange
       Composite Tape for June 25, 1999.
  
       Shares of Common Stock of the Registrant for issuance upon exercise of
  employee stock options have been heretofore registered under Registration
  Statements on Form S-8 No. 33-34544, No. 333-34809, and 333-52163 of the
  Registrant. These shares of Common Stock and the options are described in
  Section 10(a) prospectus for this Registration Statement in accordance with Rule
  429 of the General Rules and Regulations under the Securities Act of 1933, as
  amended.
  
  
  <PAGE>   2
  
  
  
                                      FORM S-8
  
           On February 18, 1999, the Board of Directors of the Registrant adopted,
  subject to stockholder approval, Amendment No. 3 to the Tyler Technologies, Inc.
  Stock Option Plan (the "Plan") to increase the number of shares of Registrant's
  Common Stock issued or reserved for issuance under the Plan from 3,300,000 to
  4,300,000. Amendment No. 3 to the Plan was approved by the stockholders of the
  Registrant on May 19, 1999.
  
                                       PART I
  
           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1. PLAN INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents which have been heretofore filed with the
  Securities and Exchange Commission (the "Commission") by Tyler Technologies,
  Inc. (the "Company") are incorporated by reference in this Registration
  Statement:
  
           (a) Annual Report on Form 10-K for the year ended December 31, 1998,
  which contains audited financial statements of the Company for the year ended
  December 31, 1998 (the "1998 Form 10-K").
  
           (b) All reports filed by the Company pursuant to Sections 13 or 15(d)
  of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
  December 31, 1998.
  
           (c) The description of the Company's Common Stock contained in the
  Company's registration statement on Form S-1, including any amendment or report
  filed for the purpose of updating such description.
  
           (d) The Registration Statements on Forms S-8 (File Nos. 33-34544,
  333-34809, and 333-52163) filed with the Commission on April 25, 1990, September
  2, 1997, and May 8, 1998,
  
  
  <PAGE>   3
  
  respectively, relating to the Plan, including the documents incorporated by
  reference therein (the "Prior Form S-8s").
  
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is
  incorporated or deemed to be incorporated by reference herein modifies or
  supersedes such statement. Any statement so modified or superseded shall not be
  deemed, except as so modified or superseded, to constitute a part of this
  Registration Statement.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's Amended and Restated Certificate of Incorporation and
  Amended and Restated Bylaws provide that officers and directors who are made a
  party to or are threatened to be made a party to or is otherwise involved in any
  action, suit, or proceeding, whether civil, criminal, administrative or
  investigative (hereinafter a "proceeding"), by reason of the fact that he or she
  is or was a officer or director of the Company or is or was serving at the
  request of the Company as a director or officer of another entity shall be
  indemnified and held harmless by the Company to the fullest extent authorized by
  the Delaware General Corporation Law ("DGCL") against all expense, liability and
  loss reasonably incurred or suffered by such person in connection therewith. The
  right to indemnification includes the right to be paid by the Company for
  expenses incurred in defending any such proceeding in advance of its final
  disposition. Officers and directors are not entitled to indemnification if such
  persons did not meet the applicable standard of conduct set forth in the DGCL
  for officers and directors.
  
           Insofar as indemnification by the Company for liabilities arising under
  the Securities Act of 1933, as amended (the "Securities Act"), may be permitted
  to directors, officers or persons controlling the Company pursuant to the
  foregoing provisions, the Company has been informed that in the opinion of the
  Commission such indemnification is against public policy as expressed in the
  Securities Act and is therefore unenforceable.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  
  <PAGE>   4
  
  
  ITEM 8. EXHIBITS.
  
           In addition to the exhibits filed or incorporated by reference into the
  Prior Form S-8s, the following documents are filed as Exhibits to this
  Registration Statement:
  
           4.1      Amendment No. 3 to the Tyler Technologies, Inc. Stock Option
                    Plan.
  
           5.1      Opinion of Corporate Counsel of Tyler Technologies, Inc.
  
           23.1     Consent of Corporate Counsel of Tyler Technologies, Inc.
                    (contained in Exhibit 5.1)
  
           23.2     Consent of Ernst & Young LLP, independent auditors
  
           24.1     Power of Attorney (set forth on the signature page of this
                    Registration Statement)
  
  ITEM 9. UNDERTAKINGS.
  
           (a)      The undersigned registrant hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Registration Statement:
  
                             (i) To include any prospectus required by Section
                    10(a)(3) of the Securities Act;
  
                             (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;
  
                             (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;
  
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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
           the registrant pursuant to Section 13 or Section 15(d) of the Exchange
           Act that are incorporated by reference in the Registration Statement.
  
                    (2) That, for the purpose of determining any liability under
           the Securities Act, each such post-effective amendment shall be deemed
           to be a new registration statement 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.
  
  
  <PAGE>   5
  
           (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13 or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) 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.
  
           (c) Insofar as indemnification by the Registrant for liabilities
  arising under the Securities Act may be permitted to directors, officers, and
  controlling persons of the Registrant pursuant to the provisions described in
  Item 6, or otherwise, the Registrant has been advised that in the opinion of the
  Commission such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable. In the event that a claim for
  indemnification by the Registrant 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, the 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
  Securities Act and will be governed by the final adjudication of such issue.
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 or amendment thereto to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Dallas, State of Texas, on July 1,
  1999.
  
                                       TYLER TECHNOLOGIES, INC.
  
  
                                       By:      /s/ John M. Yeaman
                                                ----------------------------------
                                       Name:    John M. Yeaman
                                       Title:   President and Chief Executive
                                                Officer
  
  
                                       By:      /s/ Theodore L. Bathurst
                                                ----------------------------------
                                       Name:    Theodore L. Bathurst
                                       Title:   Vice President and Chief Financial
                                                Officer
  
  
  <PAGE>   6
  
  
  
                                  POWER OF ATTORNEY
  
           Each person whose signature appears below hereby constitutes and
  appoints John M. Yeaman and Theodore L. Bathurst, his true and lawful
  attorney-in-fact and agent with full power of substitution and re-substitution,
  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, and hereby
  grants to such attorney-in-fact and agent 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 attorney-in-fact and agent or his
  substitute or substitutes may lawfully do or cause to be done by virtue hereof.
  
           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 dates indicated:
  
  <TABLE>
  <CAPTION>
                Signature                                     Title                              Date
                ---------                                     -----                              ----
  <S>                                          <C>                                           <C>
           /s/ John M. Yeaman                  President, Chief Executive Officer,           June 29, 1999
           ------------------                             and Director
             John M. Yeaman
  
        /s/ Theodore L. Bathurst                    Vice President and Chief                 June 29, 1999
        ------------------------                        Financial Officer
          Theodore L. Bathurst
  
           /s/ Louis A. Waters                        Chairman of the Board                  June 29, 1999
           -------------------
             Louis A. Waters
  
          /s/ William D. Oates                              Director                         June 29, 1999
          --------------------
            William D. Oates
  
          /s/ C.A. Rundell, Jr.                             Director                         June 29, 1999
         ----------------------
            C.A. Rundell, Jr.
  
         /s/ Frederick R. Meyer                             Director                         June 29, 1999
         ----------------------
           Frederick R. Meyer
  
           /s/ Ernest H. Lorch                              Director                         June 29, 1999
           -------------------
             Ernest H. Lorch
  </TABLE>
  
  
  
  <PAGE>   7
  
  
  
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number                          Description
  -------                         -----------
  <S>        <C>
    4.1      Amendment No. 3 to the Tyler Technologies, Inc. Stock Option
             Plan.
  
    5.1      Opinion of Corporate Counsel of Tyler Technologies, Inc.
  
    23.1     Consent of Corporate Counsel of Tyler Technologies, Inc.
             (contained in Exhibit 5.1)
  
    23.2     Consent of Ernst & Young LLP, independent auditors
  
    24.1     Power of Attorney (set forth on the signature page of this
             Registration Statement)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17633}]
metadata_filer: {"company-data": {"conformed-name": "TYLER TECHNOLOGIES INC", "cik": "0000860731", "assigned-sic": "3310", "irs-number": "752303920", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82117", "film-number": "99658178"}, "business-address": {"street1": "2800 W MOCKINGBIRD LANE", "street2": "STE 3200 SAN JACINTO TOWER", "city": "DALLAS", "state": "TX", "zip": "75235", "phone": "2147547800"}, "mail-address": {"street1": "2121 SAN JACINTO STREET", "street2": "SUITE 3200", "city": "DALLAS", "state": "TX", "zip": "75201"}, "former-company": [{"former-conformed-name": "TYLER CORP /NEW/", "date-changed": "19930328"}, {"former-conformed-name": "TYLER THREE INC", "date-changed": "19600201"}]}
text: 1
       As filed with the Securities and Exchange Commission on July 1, 1999.
                                                  Registration No. 333-__________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                          REGISTRATION STATEMENT UNDER THE
                               SECURITIES ACT OF 1933
  
                              TYLER TECHNOLOGIES, INC.
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                            75-2303920
  (STATE OR OTHER JURISDICTION OF                            (I.R.S. EMPLOYER
  INCORPORATION OR ORGANIZATION)                            IDENTIFICATION NO.)
  
                              2800 W. MOCKINGBIRD LANE
                                 DALLAS, TEXAS 75235
                                   (214) 902-5086
  
                 (Address, including zip code, and telephone number,
                   including area code, of Registrant's principal
                                 executive offices)
  
                               -----------------------
  
                     TYLER TECHNOLOGIES, INC. STOCK OPTION PLAN
  
                              (Full title of the Plan)
  
                               -----------------------
  
                                THEODORE L. BATHURST
                     VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                              TYLER TECHNOLOGIES, INC.
                              2800 W. MOCKINGBIRD LANE
                                 DALLAS, TEXAS 75235
                                   (214) 902-5086
                        (Name, address, and telephone number,
                     including area code, of agent for service)
  
                               -----------------------
  
                           CALCULATION OF REGISTRATION FEE
  =======================================================================================================================
    TITLE OF EACH CLASS            AMOUNT             PROPOSED MAXIMUM       PROPOSED MAXIMUM           AMOUNT OF
       OF SECURITIES                TO BE              OFFERING PRICE            AGGREGATE            REGISTRATION
      TO BE REGISTERED           REGISTERED(1)          PER SHARE(2)           OFFERING PRICE               FEE
  -----------------------------------------------------------------------------------------------------------------------
  Common Stock,
      $0.01 par value             1,000,000                  $5.375             $5,375,000              $1,494
  =======================================================================================================================
  1    Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
       registration statement also covers an indeterminate additional amount of
       shares of Common Stock to be offered or sold pursuant to the anti-dilution
       provisions of the Tyler Technologies, Inc. Stock Option Plan.
  
  2    Estimated solely for the purpose of calculating the registration fee, which
       has been computed in accordance with Rule 457(h), based on the average of
       the high and low prices for the Common Stock on the New York Stock Exchange
       Composite Tape for June 25, 1999.
  
       Shares of Common Stock of the Registrant for issuance upon exercise of
  employee stock options have been heretofore registered under Registration
  Statements on Form S-8 No. 33-34544, No. 333-34809, and 333-52163 of the
  Registrant. These shares of Common Stock and the options are described in
  Section 10(a) prospectus for this Registration Statement in accordance with Rule
  429 of the General Rules and Regulations under the Securities Act of 1933, as
  amended.
  2
  
                                      FORM S-8
  
           On February 18, 1999, the Board of Directors of the Registrant adopted,
  subject to stockholder approval, Amendment No. 3 to the Tyler Technologies, Inc.
  Stock Option Plan (the "Plan") to increase the number of shares of Registrant's
  Common Stock issued or reserved for issuance under the Plan from 3,300,000 to
  4,300,000. Amendment No. 3 to the Plan was approved by the stockholders of the
  Registrant on May 19, 1999.
  
                                       PART I
  
           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1. PLAN INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
           Not required to be filed with this Registration Statement.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
           The following documents which have been heretofore filed with the
  Securities and Exchange Commission (the "Commission") by Tyler Technologies,
  Inc. (the "Company") are incorporated by reference in this Registration
  Statement:
  
           (a) Annual Report on Form 10-K for the year ended December 31, 1998,
  which contains audited financial statements of the Company for the year ended
  December 31, 1998 (the "1998 Form 10-K").
  
           (b) All reports filed by the Company pursuant to Sections 13 or 15(d)
  of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
  December 31, 1998.
  
           (c) The description of the Company's Common Stock contained in the
  Company's registration statement on Form S-1, including any amendment or report
  filed for the purpose of updating such description.
  
           (d) The Registration Statements on Forms S-8 (File Nos. 33-34544,
  333-34809, and 333-52163) filed with the Commission on April 25, 1990, September
  2, 1997, and May 8, 1998,
  3
  
  respectively, relating to the Plan, including the documents incorporated by
  reference therein (the "Prior Form S-8s").
  
           Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is
  incorporated or deemed to be incorporated by reference herein modifies or
  supersedes such statement. Any statement so modified or superseded shall not be
  deemed, except as so modified or superseded, to constitute a part of this
  Registration Statement.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's Amended and Restated Certificate of Incorporation and
  Amended and Restated Bylaws provide that officers and directors who are made a
  party to or are threatened to be made a party to or is otherwise involved in any
  action, suit, or proceeding, whether civil, criminal, administrative or
  investigative (hereinafter a "proceeding"), by reason of the fact that he or she
  is or was a officer or director of the Company or is or was serving at the
  request of the Company as a director or officer of another entity shall be
  indemnified and held harmless by the Company to the fullest extent authorized by
  the Delaware General Corporation Law ("DGCL") against all expense, liability and
  loss reasonably incurred or suffered by such person in connection therewith. The
  right to indemnification includes the right to be paid by the Company for
  expenses incurred in defending any such proceeding in advance of its final
  disposition. Officers and directors are not entitled to indemnification if such
  persons did not meet the applicable standard of conduct set forth in the DGCL
  for officers and directors.
  
           Insofar as indemnification by the Company for liabilities arising under
  the Securities Act of 1933, as amended (the "Securities Act"), may be permitted
  to directors, officers or persons controlling the Company pursuant to the
  foregoing provisions, the Company has been informed that in the opinion of the
  Commission such indemnification is against public policy as expressed in the
  Securities Act and is therefore unenforceable.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  4
  
  ITEM 8. EXHIBITS.
  
           In addition to the exhibits filed or incorporated by reference into the
  Prior Form S-8s, the following documents are filed as Exhibits to this
  Registration Statement:
  
           4.1      Amendment No. 3 to the Tyler Technologies, Inc. Stock Option
                    Plan.
  
           5.1      Opinion of Corporate Counsel of Tyler Technologies, Inc.
  
           23.1     Consent of Corporate Counsel of Tyler Technologies, Inc.
                    (contained in Exhibit 5.1)
  
           23.2     Consent of Ernst & Young LLP, independent auditors
  
           24.1     Power of Attorney (set forth on the signature page of this
                    Registration Statement)
  
  ITEM 9. UNDERTAKINGS.
  
           (a)      The undersigned registrant hereby undertakes:
  
                    (1) To file, during any period in which offers or sales are
           being made, a post-effective amendment to this Registration Statement:
  
                             (i) To include any prospectus required by Section
                    10(a)(3) of the Securities Act;
  
                             (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;
  
                             (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;
  
           provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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
           the registrant pursuant to Section 13 or Section 15(d) of the Exchange
           Act that are incorporated by reference in the Registration Statement.
  
                    (2) That, for the purpose of determining any liability under
           the Securities Act, each such post-effective amendment shall be deemed
           to be a new registration statement 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.
  5
  
           (b) The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13 or Section 15(d) of the
  Exchange Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) 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.
  
           (c) Insofar as indemnification by the Registrant for liabilities
  arising under the Securities Act may be permitted to directors, officers, and
  controlling persons of the Registrant pursuant to the provisions described in
  Item 6, or otherwise, the Registrant has been advised that in the opinion of the
  Commission such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable. In the event that a claim for
  indemnification by the Registrant 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, the 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
  Securities Act and will be governed by the final adjudication of such issue.
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 or amendment thereto to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Dallas, State of Texas, on July 1,
  1999.
  
                                       TYLER TECHNOLOGIES, INC.
  
                                       By:      /s/ John M. Yeaman
                                                ----------------------------------
                                       Name:    John M. Yeaman
                                       Title:   President and Chief Executive
                                                Officer
  
                                       By:      /s/ Theodore L. Bathurst
                                                ----------------------------------
                                       Name:    Theodore L. Bathurst
                                       Title:   Vice President and Chief Financial
                                                Officer
  6
  
                                  POWER OF ATTORNEY
  
           Each person whose signature appears below hereby constitutes and
  appoints John M. Yeaman and Theodore L. Bathurst, his true and lawful
  attorney-in-fact and agent with full power of substitution and re-substitution,
  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, and hereby
  grants to such attorney-in-fact and agent 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 attorney-in-fact and agent or his
  substitute or substitutes may lawfully do or cause to be done by virtue hereof.
  
           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 dates indicated:
  Signature                                     Title                              Date
                ---------                                     -----                              ----
  /s/ John M. Yeaman                  President, Chief Executive Officer,           June 29, 1999
           ------------------                             and Director
             John M. Yeaman
  
        /s/ Theodore L. Bathurst                    Vice President and Chief                 June 29, 1999
        ------------------------                        Financial Officer
          Theodore L. Bathurst
  
           /s/ Louis A. Waters                        Chairman of the Board                  June 29, 1999
           -------------------
             Louis A. Waters
  
          /s/ William D. Oates                              Director                         June 29, 1999
          --------------------
            William D. Oates
  
          /s/ C.A. Rundell, Jr.                             Director                         June 29, 1999
         ----------------------
            C.A. Rundell, Jr.
  
         /s/ Frederick R. Meyer                             Director                         June 29, 1999
         ----------------------
           Frederick R. Meyer
  
           /s/ Ernest H. Lorch                              Director                         June 29, 1999
           -------------------
             Ernest H. Lorch
  7
  
                                  INDEX TO EXHIBITS
  Exhibit
  Number                          Description
  -------                         -----------
  4.1      Amendment No. 3 to the Tyler Technologies, Inc. Stock Option
             Plan.
  
    5.1      Opinion of Corporate Counsel of Tyler Technologies, Inc.
  
    23.1     Consent of Corporate Counsel of Tyler Technologies, Inc.
             (contained in Exhibit 5.1)
  
    23.2     Consent of Ernst & Young LLP, independent auditors
  
    24.1     Power of Attorney (set forth on the signature page of this
             Registration Statement)