content: <PAGE>   1
      As filed with the Securities and Exchange Commission on August 10, 1999
                                                     Registration No. 33-________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                  -----------------
  
                           RUSHMORE FINANCIAL GROUP, INC.
               (Exact name of the Company as specified in its charter)
  
               TEXAS                                               75-2375969
  (State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                              Identification No.)
  
                                  -----------------
  
                              13355 NOEL RD., SUITE 650
                                  DALLAS, TX 75240
                      (Address of principal executive offices)
  
                                  -----------------
  
                               1997 STOCK OPTION PLAN
  
                                  -----------------
  
                               D. M. RUSTY MOORE, JR.
                           RUSHMORE FINANCIAL GROUP, INC.
                              13355 NOEL RD., SUITE 650
                                  DALLAS, TX 75240
                       (Name and address of agent for service)
  
                                    (972)450-6000
            (Telephone number, including area code, of agent for service)
  
                                   With copies to:
  
                                RONALD L. BROWN, ESQ.
                           GLAST, PHILLIPS & MURRAY, P.C.
                             13355 NOEL ROAD, SUITE 2200
                                 DALLAS, TEXAS 75240
                                    (972)419-8300
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
                                                 PROPOSED MAXIMUM         PROPOSED MAXIMUM
  TITLE OF SECURITIES        AMOUNT TO BE         OFFERING PRICE         AGGREGATE OFFERING            AMOUNT OF
    TO BE REGISTERED         REGISTERED(1)         PER SHARE(2)             PRICE (1)(2)          REGISTRATION FEE(2)
  -------------------        -------------       ----------------        ------------------       -------------------
  <S>                        <C>                 <C>                     <C>                      <C>
  COMMON STOCK, $0.01           500,000               $4.75                  $2,375,000                 $660.25
  </TABLE>
  
  (1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
           as amended (the "Securities Act"), this Registration Statement also
           covers an indeterminate number of additional shares that may be
           issuable in connection with share splits, share dividends or similar
           transactions.
  (2)      Estimated pursuant to Rule 457(c) under the Securities Act, solely for
           the purpose of calculating the registration fee, based on the average
           of the bid and asked prices for the Company's common stock as reported
           within five business days prior to the date of this filing.
  
  
  <PAGE>   2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1. PLAN INFORMATION. *
  
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *
  
  *The document(s) containing the information specified in Part 1 of Form S-8 will
  be sent or given to participants as specified by Rule 428(b)(1) promulgated by
  the Securities and Exchange Commission (the "Commission") under the Securities
  Act of 1933, as amended (the "Securities Act"). Such document(s) are not being
  filed with the Commission, but constitute (along with the documents incorporated
  by reference into the Registration Statement pursuant to Item 3 of Part II
  hereof) a prospectus that meets the requirements of Section 10(a) of the Act.
  
  
                                          2
  
  <PAGE>   3
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
          The following documents previously or concurrently filed by Rushmore
  Financial Group, Inc. (the "Company") with the Commission are hereby
  incorporated by reference into this Registration Statement:
  
          (a)     The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 1998 (the "Annual Report") filed by the
                  Company (SEC File No. 000-24057) under the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act"), with the
                  Commission on March 31, 1999.
  
          (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by the
                  Annual Report referred to in (a) above.
  
          (c)     The description of the Company's Common Stock set forth under
                  the caption "Description of Capital Stock" at page 34 of the
                  Company's Registration Statement on Form SB-2, filed with the
                  Commission and effective on February 17, 1998, is hereby
                  incorporated by reference.
  
          All documents subsequently filed by the Company with the Commission
  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
  filing of a post-effective amendment which indicates that all securities offered
  hereby have been sold or which deregisters all securities them remaining unsold,
  shall be deemed incorporated by reference into this Registration Statement and
  to be a part thereof from the date of the filing of such documents. Any
  statement contained in the documents incorporated, or deemed to be incorporated,
  by reference herein or therein shall be deemed to be modified or superseded for
  purposes of this Registration Statement and the prospectus which is a part
  hereof (the "Prospectus") to the extent that a statement contained herein or
  therein or in any other subsequently filed document which also is, or is deemed
  to be, incorporated by reference herein or therein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement and the Prospectus.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
          Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
          Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
          In accordance with the Texas Business Corporation Act, Article IV of the
  Company's Bylaws provides that the Company may advance expenses to and indemnify
  directors, officers, employees, agents and other persons who may have advanced
  expenses and be indemnified under applicable law.
  
          Section 2.02-1 of the Texas Business Corporation Act permits
  indemnification of directors and officers of the Company and officers and
  directors of another corporation, partnership, joint venture, trust, or other
  enterprise who serve at the request of the Company, against expenses, including
  attorneys fees, judgments, fines and amounts paid in settlement actually and
  reasonable incurred by such person in connection with any action, suit or
  proceeding in which such person is a party by reason of such person being or
  having been a director or officer of the Company or at the request of the
  Company, if he conducted himself in good faith and in a manner he reasonably
  believed to be in or not opposed to the best interests of the Company, and with
  respect to any criminal action or proceeding, had no reasonable
  
  
                                          3
  
  <PAGE>   4
  
  cause to believe his conduct was unlawful. The Company may not indemnify an
  officer or a director with respect to any claim, issue or matter as to which
  such officer or director shall have been adjudged to be liable to the Company,
  unless and only to the extent that 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
  shall deem proper. The extent that an officer or director is successful on the
  merits or otherwise in defense on the merits or otherwise in defense of any
  action, suit or proceeding with respect to which such person is entitled to
  indemnification, or in defense of any claim, issue or matter therein, such
  person is entitled to be indemnified against expenses, including attorney's
  fees, actually and reasonably incurred by him in connection therewith.
  
          The circumstances under which indemnification is granted in an action
  brought on behalf of the Company are generally the same as those set forth
  above; however, expenses incurred by an officer or a director in defending a
  civil or criminal action, suit or proceeding may be paid by the Company in
  advance of final disposition upon receipt of an undertaking by or on behalf of
  such officer or director to repay such amount if it is ultimately determined
  that such officer or director is not entitled to indemnification by the Company.
  
          No director of the Company shall be personally liable to the Company or
  any of its shareholders for damages for any act or omission in such capacity
  except to the extent Texas law expressly precludes limitation of such personal
  liability, which it does when the director is found liable for a breach of duty
  of loyalty, an act or omission not in good faith that constitutes a breach of
  duty or intentional misconduct or knowing violation of law, a transaction from
  which the director received an improper benefit or any other case where
  liability is provided by statute.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
          Not Applicable.
  
  ITEM 8. EXHIBITS.
  
          See the Exhibit Index following the signature page in this Registration
  Statement, which Exhibit Index is incorporated herein by reference.
  
  ITEM 9. UNDERTAKINGS.
  
          (a)     The undersigned Company hereby undertakes:
  
                  (1)     To file, during any period in which offers or sales are
                          being made, a post-effective amendment to the
                          Registration Statement to: (i) include any prospectus
                          required by Section 10(a)(3) of the Securities Act; (ii)
                          reflect in the prospectus any facts or events arising
                          after the effective date of the Registration Statement
                          which, individually or in the aggregate, represent a
                          fundamental change in the information set forth in the
                          Registration Statement; and notwithstanding the
                          foregoing, any increase or decrease in volume of
                          securities offered (if the total dollar value of
                          securities offered would not exceed that which was
                          registered) and any deviation from the low or high end
                          of the estimated maximum offering range may be reelected
                          in the form of a prospectus filed with the Commission
                          pursuant to Rule 424(b) if, in the aggregate, the
                          changes in volume and price represent no more than a 20
                          percent change in the maximum aggregate offering price
                          set forth in the "Calculation of Registration" table in
                          the effective registration statement; and (iii) 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 provisions (i) and (ii) of this
                          undertaking are inapplicable if the information to be
                          filed thereunder is contained in periodic reports filed
                          by the
  
  
                                         4
  
  <PAGE>   5
  
                          Company pursuant to the Exchange Act that are
                          incorporated by reference into 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
                          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 post-effective
                          amendment any of the securities being registered which
                          remains unsold at the termination of the offering.
  
          (b)     Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the registrant pursuant to the foregoing
                  provisions, or otherwise, the Company 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 against such liabilities (other than director,
                  officer or controlling person 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 Company 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 is against public policy as
                  expressed in the Securities Act and will be governed by the
                  final adjudication of such issue.
  
          (c)     The Company hereby undertakes that, for purposes of determining
                  any liability under the Securities Act, each filing of the
                  Company's annual report pursuant to Section 13(a) or 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 this
                  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.
  
  
                                          5
  
  <PAGE>   6
  
                                     SIGNATURES
  
          Pursuant to the requirements of the Securities Act, the Registrant 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 July 21, 1999.
  
                                         RUSHMORE FINANCIAL GROUP, INC.
  
  
                                         By: /s/ D.M. (Rusty) Moore, Jr.
                                             ----------------------------------
                                             D.M. (Rusty) Moore, Jr., President,
                                             Chief Executive Officer and Director
  
          Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated. Each person whose signature to the
  Registration Statement appears below hereby appoints D. M. (Rusty) Moore, Jr.,
  as such person's attorney-in-fact with full power to act alone, with full power
  of substitution or resubstitution, for such person and in such person's name,
  place and stead, in any and all capacities to sign on such person's behalf,
  individually and in the capacities stated below, and to file any and all
  amendments and post-effective amendments to this Registration Statement, which
  amendment or amendments may make such changes and additions as such
  attorney-in-fact may deem necessary or appropriate.
  
  <TABLE>
  <CAPTION>
  Name                                        Office                                       Date
  ----                                        ------                                       ----
  <S>                                         <C>                                          <C>
  
  /s/ D. M. (Rusty) Moore, Jr.                President, Chief Executive                   July 21, 1999
  ------------------------------------        Officer and Director
  D. M. (Rusty) Moore, Jr.                    (Principal Executive Officer)
  
  
  /s/ Robert W. Hendren                       Executive Vice President and                 July 21, 1999
  ------------------------------------        Chief Financial Officer
  Robert W. Hendren                           (Principal Financial and
                                              Accounting Officer)
  
  /s/ Timothy J. Gardiner                     Director                                     July 21, 1999
  ------------------------------------
  Timothy J. Gardiner
  
                                              Director                                     July 21, 1999
  ------------------------------------
  Mark S. Adler
  
  /s/ Gayle C. Tinsley                        Director                                     July 21, 1999
  ------------------------------------
  Gayle C. Tinsley
  
  /s/ F. E. Mowery                            Director                                     July 21, 1999
  ------------------------------------
  F. E. Mowery
  
  /s/ William C. Keane                        Director                                     July 21, 1999
  ------------------------------------
  William C. Keane
  
  /s/ James M. Fehleison                      Director                                     July 21, 1999
  ------------------------------------
  James M. Fehleison
  
  /s/ James W. Clark                          Director                                     July 21, 1999
  ------------------------------------
  James W. Clark
  
  /s/ Charles M. Duke, Jr.                    Director                                     July 21, 1999
  -----------------------------------
  Charles M. Duke, Jr.
  </TABLE>
  
  
                                          6
  
  <PAGE>   7
  
                           RUSHMORE FINANCIAL GROUP, INC.
  
                                    EXHIBIT INDEX
                                         TO
                           FORM S-8 REGISTRATION STATEMENT
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT NO.                     DESCRIPTION
  -----------                     -----------
  <S>                             <C>
  
  4.1                             1997 Stock Option Plan
  
  5.1                             Opinion of Glast, Phillips, & Murray, P.C.
  
  23.1                            Consent of KPMG LLP
  
  23.2                            Consent of Cheshier & Fuller, L.L.P.
  
  23.3                            Consent of Glast, Phillips, & Murray, P.C.
                                  (included in Exhibit 5.1)
  
  24.1                            Power of Attorney (included on Signature Page
                                  to the Registration Statement)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20083}]
metadata_filer: {"company-data": {"conformed-name": "RUSHMORE FINANCIAL GROUP INC", "cik": "0000884892", "assigned-sic": "6411", "irs-number": "752375969", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84899", "film-number": "99683229"}, "business-address": {"street1": "13355 NOEL RD", "street2": "STE 650", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "9724506000"}, "mail-address": {"street1": "13355 NOEL RD", "street2": "STE 650", "city": "DALLAS", "state": "TX", "zip": "75240"}}
text: 1
      As filed with the Securities and Exchange Commission on August 10, 1999
                                                     Registration No. 33-________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                  -----------------
  
                           RUSHMORE FINANCIAL GROUP, INC.
               (Exact name of the Company as specified in its charter)
  
               TEXAS                                               75-2375969
  (State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                              Identification No.)
  
                                  -----------------
  
                              13355 NOEL RD., SUITE 650
                                  DALLAS, TX 75240
                      (Address of principal executive offices)
  
                                  -----------------
  
                               1997 STOCK OPTION PLAN
  
                                  -----------------
  
                               D. M. RUSTY MOORE, JR.
                           RUSHMORE FINANCIAL GROUP, INC.
                              13355 NOEL RD., SUITE 650
                                  DALLAS, TX 75240
                       (Name and address of agent for service)
  
                                    (972)450-6000
            (Telephone number, including area code, of agent for service)
  
                                   With copies to:
  
                                RONALD L. BROWN, ESQ.
                           GLAST, PHILLIPS & MURRAY, P.C.
                             13355 NOEL ROAD, SUITE 2200
                                 DALLAS, TEXAS 75240
                                    (972)419-8300
  
                           CALCULATION OF REGISTRATION FEE
  PROPOSED MAXIMUM         PROPOSED MAXIMUM
  TITLE OF SECURITIES        AMOUNT TO BE         OFFERING PRICE         AGGREGATE OFFERING            AMOUNT OF
    TO BE REGISTERED         REGISTERED(1)         PER SHARE(2)             PRICE (1)(2)          REGISTRATION FEE(2)
  -------------------        -------------       ----------------        ------------------       -------------------
  COMMON STOCK, $0.01           500,000               $4.75                  $2,375,000                 $660.25
  (1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
           as amended (the "Securities Act"), this Registration Statement also
           covers an indeterminate number of additional shares that may be
           issuable in connection with share splits, share dividends or similar
           transactions.
  (2)      Estimated pursuant to Rule 457(c) under the Securities Act, solely for
           the purpose of calculating the registration fee, based on the average
           of the bid and asked prices for the Company's common stock as reported
           within five business days prior to the date of this filing.
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1. PLAN INFORMATION. *
  
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *
  
  *The document(s) containing the information specified in Part 1 of Form S-8 will
  be sent or given to participants as specified by Rule 428(b)(1) promulgated by
  the Securities and Exchange Commission (the "Commission") under the Securities
  Act of 1933, as amended (the "Securities Act"). Such document(s) are not being
  filed with the Commission, but constitute (along with the documents incorporated
  by reference into the Registration Statement pursuant to Item 3 of Part II
  hereof) a prospectus that meets the requirements of Section 10(a) of the Act.
  
                                          2
  3
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
          The following documents previously or concurrently filed by Rushmore
  Financial Group, Inc. (the "Company") with the Commission are hereby
  incorporated by reference into this Registration Statement:
  
          (a)     The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 1998 (the "Annual Report") filed by the
                  Company (SEC File No. 000-24057) under the Securities Exchange
                  Act of 1934, as amended (the "Exchange Act"), with the
                  Commission on March 31, 1999.
  
          (b)     All other reports filed pursuant to Section 13(a) or 15(d) of
                  the Exchange Act since the end of the fiscal year covered by the
                  Annual Report referred to in (a) above.
  
          (c)     The description of the Company's Common Stock set forth under
                  the caption "Description of Capital Stock" at page 34 of the
                  Company's Registration Statement on Form SB-2, filed with the
                  Commission and effective on February 17, 1998, is hereby
                  incorporated by reference.
  
          All documents subsequently filed by the Company with the Commission
  pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
  filing of a post-effective amendment which indicates that all securities offered
  hereby have been sold or which deregisters all securities them remaining unsold,
  shall be deemed incorporated by reference into this Registration Statement and
  to be a part thereof from the date of the filing of such documents. Any
  statement contained in the documents incorporated, or deemed to be incorporated,
  by reference herein or therein shall be deemed to be modified or superseded for
  purposes of this Registration Statement and the prospectus which is a part
  hereof (the "Prospectus") to the extent that a statement contained herein or
  therein or in any other subsequently filed document which also is, or is deemed
  to be, incorporated by reference herein or therein modifies or supersedes such
  statement. Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement and the Prospectus.
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
          Not applicable.
  
  ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
          Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
          In accordance with the Texas Business Corporation Act, Article IV of the
  Company's Bylaws provides that the Company may advance expenses to and indemnify
  directors, officers, employees, agents and other persons who may have advanced
  expenses and be indemnified under applicable law.
  
          Section 2.02-1 of the Texas Business Corporation Act permits
  indemnification of directors and officers of the Company and officers and
  directors of another corporation, partnership, joint venture, trust, or other
  enterprise who serve at the request of the Company, against expenses, including
  attorneys fees, judgments, fines and amounts paid in settlement actually and
  reasonable incurred by such person in connection with any action, suit or
  proceeding in which such person is a party by reason of such person being or
  having been a director or officer of the Company or at the request of the
  Company, if he conducted himself in good faith and in a manner he reasonably
  believed to be in or not opposed to the best interests of the Company, and with
  respect to any criminal action or proceeding, had no reasonable
  
                                          3
  4
  
  cause to believe his conduct was unlawful. The Company may not indemnify an
  officer or a director with respect to any claim, issue or matter as to which
  such officer or director shall have been adjudged to be liable to the Company,
  unless and only to the extent that 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
  shall deem proper. The extent that an officer or director is successful on the
  merits or otherwise in defense on the merits or otherwise in defense of any
  action, suit or proceeding with respect to which such person is entitled to
  indemnification, or in defense of any claim, issue or matter therein, such
  person is entitled to be indemnified against expenses, including attorney's
  fees, actually and reasonably incurred by him in connection therewith.
  
          The circumstances under which indemnification is granted in an action
  brought on behalf of the Company are generally the same as those set forth
  above; however, expenses incurred by an officer or a director in defending a
  civil or criminal action, suit or proceeding may be paid by the Company in
  advance of final disposition upon receipt of an undertaking by or on behalf of
  such officer or director to repay such amount if it is ultimately determined
  that such officer or director is not entitled to indemnification by the Company.
  
          No director of the Company shall be personally liable to the Company or
  any of its shareholders for damages for any act or omission in such capacity
  except to the extent Texas law expressly precludes limitation of such personal
  liability, which it does when the director is found liable for a breach of duty
  of loyalty, an act or omission not in good faith that constitutes a breach of
  duty or intentional misconduct or knowing violation of law, a transaction from
  which the director received an improper benefit or any other case where
  liability is provided by statute.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
          Not Applicable.
  
  ITEM 8. EXHIBITS.
  
          See the Exhibit Index following the signature page in this Registration
  Statement, which Exhibit Index is incorporated herein by reference.
  
  ITEM 9. UNDERTAKINGS.
  
          (a)     The undersigned Company hereby undertakes:
  
                  (1)     To file, during any period in which offers or sales are
                          being made, a post-effective amendment to the
                          Registration Statement to: (i) include any prospectus
                          required by Section 10(a)(3) of the Securities Act; (ii)
                          reflect in the prospectus any facts or events arising
                          after the effective date of the Registration Statement
                          which, individually or in the aggregate, represent a
                          fundamental change in the information set forth in the
                          Registration Statement; and notwithstanding the
                          foregoing, any increase or decrease in volume of
                          securities offered (if the total dollar value of
                          securities offered would not exceed that which was
                          registered) and any deviation from the low or high end
                          of the estimated maximum offering range may be reelected
                          in the form of a prospectus filed with the Commission
                          pursuant to Rule 424(b) if, in the aggregate, the
                          changes in volume and price represent no more than a 20
                          percent change in the maximum aggregate offering price
                          set forth in the "Calculation of Registration" table in
                          the effective registration statement; and (iii) 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 provisions (i) and (ii) of this
                          undertaking are inapplicable if the information to be
                          filed thereunder is contained in periodic reports filed
                          by the
  
                                         4
  5
  
                          Company pursuant to the Exchange Act that are
                          incorporated by reference into 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
                          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 post-effective
                          amendment any of the securities being registered which
                          remains unsold at the termination of the offering.
  
          (b)     Insofar as indemnification for liabilities arising under the
                  Securities Act may be permitted to directors, officers and
                  controlling persons of the registrant pursuant to the foregoing
                  provisions, or otherwise, the Company 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 against such liabilities (other than director,
                  officer or controlling person 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 Company 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 is against public policy as
                  expressed in the Securities Act and will be governed by the
                  final adjudication of such issue.
  
          (c)     The Company hereby undertakes that, for purposes of determining
                  any liability under the Securities Act, each filing of the
                  Company's annual report pursuant to Section 13(a) or 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 this
                  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.
  
                                          5
  6
  
                                     SIGNATURES
  
          Pursuant to the requirements of the Securities Act, the Registrant 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 July 21, 1999.
  
                                         RUSHMORE FINANCIAL GROUP, INC.
  
                                         By: /s/ D.M. (Rusty) Moore, Jr.
                                             ----------------------------------
                                             D.M. (Rusty) Moore, Jr., President,
                                             Chief Executive Officer and Director
  
          Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated. Each person whose signature to the
  Registration Statement appears below hereby appoints D. M. (Rusty) Moore, Jr.,
  as such person's attorney-in-fact with full power to act alone, with full power
  of substitution or resubstitution, for such person and in such person's name,
  place and stead, in any and all capacities to sign on such person's behalf,
  individually and in the capacities stated below, and to file any and all
  amendments and post-effective amendments to this Registration Statement, which
  amendment or amendments may make such changes and additions as such
  attorney-in-fact may deem necessary or appropriate.
  Name                                        Office                                       Date
  ----                                        ------                                       ----
  /s/ D. M. (Rusty) Moore, Jr.                President, Chief Executive                   July 21, 1999
  ------------------------------------        Officer and Director
  D. M. (Rusty) Moore, Jr.                    (Principal Executive Officer)
  
  /s/ Robert W. Hendren                       Executive Vice President and                 July 21, 1999
  ------------------------------------        Chief Financial Officer
  Robert W. Hendren                           (Principal Financial and
                                              Accounting Officer)
  
  /s/ Timothy J. Gardiner                     Director                                     July 21, 1999
  ------------------------------------
  Timothy J. Gardiner
  
                                              Director                                     July 21, 1999
  ------------------------------------
  Mark S. Adler
  
  /s/ Gayle C. Tinsley                        Director                                     July 21, 1999
  ------------------------------------
  Gayle C. Tinsley
  
  /s/ F. E. Mowery                            Director                                     July 21, 1999
  ------------------------------------
  F. E. Mowery
  
  /s/ William C. Keane                        Director                                     July 21, 1999
  ------------------------------------
  William C. Keane
  
  /s/ James M. Fehleison                      Director                                     July 21, 1999
  ------------------------------------
  James M. Fehleison
  
  /s/ James W. Clark                          Director                                     July 21, 1999
  ------------------------------------
  James W. Clark
  
  /s/ Charles M. Duke, Jr.                    Director                                     July 21, 1999
  -----------------------------------
  Charles M. Duke, Jr.
  6
  7
  
                           RUSHMORE FINANCIAL GROUP, INC.
  
                                    EXHIBIT INDEX
                                         TO
                           FORM S-8 REGISTRATION STATEMENT
  EXHIBIT NO.                     DESCRIPTION
  -----------                     -----------
  4.1                             1997 Stock Option Plan
  
  5.1                             Opinion of Glast, Phillips, & Murray, P.C.
  
  23.1                            Consent of KPMG LLP
  
  23.2                            Consent of Cheshier & Fuller, L.L.P.
  
  23.3                            Consent of Glast, Phillips, & Murray, P.C.
                                  (included in Exhibit 5.1)
  
  24.1                            Power of Attorney (included on Signature Page
                                  to the Registration Statement)