content: <PAGE>   1
  
  
  
  
  
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1997
                                                        REGISTRATION NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                         ----------------------------------
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                         ----------------------------------
  
                         INSPIRE INSURANCE SOLUTIONS, INC.
               (Exact name of Registrant as specified in its charter)
  
  <TABLE>
      <S>                                                                                       <C>
           TEXAS                                                                                    75-2595937
      (State or other jurisdiction                                                              (I.R.S. Employer
      of incorporation or organization)                                                         Identification Number)
  
           300 BURNETT STREET
      FT. WORTH, TEXAS                                                                              76102-2799
      (Address of Principal                                                                         (Zip Code)
      Executive Offices)
  </TABLE>
  
                         INSPIRE INSURANCE SOLUTIONS, INC.
                    AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                          1997 DIRECTOR STOCK OPTION PLAN
                            EMPLOYEE STOCK PURCHASE PLAN
                             (Full titles of the plans)
  
                               F. GEORGE DUNHAM, III
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 300 BURNETT STREET
                            FT. WORTH, TEXAS  76102-2799
                      (Name and address of agent for service)
  
                                   (817) 332-7761
             (Telephone number, including area code, of agent for service)
                         ----------------------------------
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  =============================================================================================================
                                                          PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
            TITLE OF SECURITIES           AMOUNT TO BE     OFFERING PRICE   AGGREGATE OFFERING   REGISTRATION
             TO BE REGISTERED            REGISTERED (1)    PER SHARE (2)         PRICE (2)         FEE (3)
  -------------------------------------------------------------------------------------------------------------
  <S>                                       <C>            <C>               <C>                 <C>
  Common Stock, $0.01 par value                            $1.30, $12.00
                                            2,725,000         $16.875         $27,082,890.28      $8,206.94 
  =============================================================================================================
  Series A Junior Preferred Stock
  Purchase Rights                           2,725,000            --                 --                --
  =============================================================================================================
  </TABLE>
  (1) Of the amount to be registered, 2,300,000 shares are issuable upon exercise
      of options available for grant under the Plans.  Pursuant to Rule 416, this
      registration statement also includes an indeterminable number of additional
      shares that may become issuable pursuant to the antidilution adjustment
      provisions of the Plans.
  
  (2) Options for 840,248 shares of Common Stock have an exercise price of $1.30.
      Options for 1,192,743 shares of Common Stock have an exercise price of
      $12.00.  Pursuant to Rule 457(c) and (h), and solely for the purpose of
      calculating the applicable registration fee, the proposed maximum offering
      price per share for the remaining Common Stock to be registered hereunder
      has been estimated at $16.875, which amount represents the average of
      the high and low sales prices of the Common Stock of INSpire Insurance
      Solutions, Inc. on September 19, 1997, as reported by the Nasdaq
      National Market.
  
  (3) One Preferred Stock Purchase Right will be issued with each share of Common
      Stock.  As no additional consideration will be received for the Preferred
      Stock Purchase Rights, no registration fee is required with respect to them
      under Rule 457(i).
                         ----------------------------------
  ===============================================================================
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
      The documents constituting Part I of this Registration Statement will be
  sent or given to directors, officers, consultants, advisors and employees of
  INSpire Insurance Solutions, Inc. (the "Company") as specified by Rule
  428(b)(1) promulgated under the Securities Act of 1933, as amended (the
  "Securities Act").
  
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
      The following documents filed by the Company with the Securities and
  Exchange Commission (the "Commission") are incorporated by reference in this
  Registration Statement:
  
           (1) The Company's latest prospectus (the "Final Prospectus"), dated
      August 26, 1997, filed with the Commission pursuant to Rule 424(b)(3) under
      the Securities Act, which prospectus contains audited financial statements
      for the fiscal year ended December 31, 1996.
  
           (2) The Company's Form 8-A filed with the Commission on August 21, 
      1997.
  
           (3) The description of the Company's Common Stock contained in the
      Company's registration statement on Form S-1 (No. 333-31173) filed with the
      Commission on July 11, 1997, as amended by Amendment No. 1 thereto filed
      with the Commission on July 30, 1997, Amendment No. 2 thereto filed with
      the Commission on August 21, 1997, Amendment No. 3 thereto filed with the
      Commission on August 22, 1997, and the Final Prospectus.
  
      In addition, all documents subsequently filed by the Company pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), prior to the filing of a post-effective amendment
  to this Registration Statement which indicates that all securities offered
  hereby have been sold or which deregisters 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.
  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
  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.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
      Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
      The validity of the issuance of the shares of Common Stock offered by this
  Registration Statement will be passed upon for the Company by Akin, Gump,
  Strauss, Hauer & Feld, L.L.P.
  
  
  
  
  
                                         1
  <PAGE>   3
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
      The Company, a Texas corporation, is empowered by Article 2.02-1 of the
  Texas Business Corporation Act (the "TBCA"), subject to the procedures and
  limitations stated therein, to indemnify certain persons, including any person
  who was, is or is threatened to be made a named defendant or respondent in a
  proceeding because the person is or was a director or officer against
  judgments, penalties (including excise and similar taxes), fines, settlements
  and reasonable expenses (including court costs and attorneys' fees) actually
  incurred by the person in connection with the threatened, pending, or completed
  action, suit or proceeding.  The Company is required by Article 2.02-1 to
  indemnify a director or officer against reasonable expenses (including court
  costs and attorneys' fees) incurred by him in connection with a threatened,
  pending or completed action, suit or proceeding in which he is a named
  defendant or respondent because he is or was a director or officer if he has
  been wholly successful, on the merits or otherwise, in the defense of the
  action, suit or proceeding. Article 2.02-1 provides that indemnification
  pursuant to its provisions is not exclusive of other rights of indemnification
  to which a person may be entitled under any bylaw, agreement, vote of
  shareholders or disinterested directors, or otherwise.  The Restated Articles
  of Incorporation and Bylaws of the Company provide for indemnification by the
  Company of its directors and officers to the fullest extent permitted by the
  TBCA.  In addition, the Company has, pursuant to Article 1302-7.06 of the Texas
  Miscellaneous Corporation Laws Act, provided in its Restated Articles of
  Incorporation that, to the fullest extent permitted by the Texas Miscellaneous
  Corporation Laws Act, a director of the Company shall not be liable to the
  Company or its shareholders for monetary damages for an act or omission in a
  director's capacity as director of the Company.
  
      The Company has entered into indemnification agreements with each of its
  directors.  Each indemnification agreement provides that the Company shall
  indemnify the director against certain liabilities and expenses actually and
  reasonably incurred by the director in connection with any threatened, pending
  or completed action, suit or proceeding, including an action by or on behalf of
  shareholders of the Company or by or in the right of the Company, to which the
  director is, or is threatened to be made, a party by reason of his status as a
  director, provided that such individual did not derive an improper benefit,
  such individual did not commit acts or omissions that were not in good faith or
  that involved intentional misconduct or a knowing violation of the law, or such
  indemnification is not otherwise disallowed under Texas law.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
      Not applicable.
  
  ITEM 8.  EXHIBITS.
  
      See Index to Exhibits, attached hereto.
  
  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.  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 and of the estimated maximum offering range
      may be reflected in the form of prospectus filed with the Commission
      pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
      price represent no more than 20 percent change in the maximum aggregate
      offering price set forth in the "Calculation of Registration Fee" table in
      the effective registration statement;
  
  
  
  
  
                                         2
  <PAGE>   4
           (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.
  
           (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 a post-effective amendment
      any of the securities being registered which remain unsold at the
      termination of the offering.
  
      (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(a) 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 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
  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
  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.
  
  
  
  
  
                                         3
  <PAGE>   5
                                     SIGNATURES
  
      Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Ft. Worth, State of Texas on September 24, 1997.
  
                                    INSPIRE INSURANCE SOLUTIONS, INC.
                                    
                                    By: /s/ F. George Dunham, III
                                       -----------------------------------------
                                         F. George Dunham, III
                                         President and Chief Executive Officer,
                                         Chairman and Director
  
      The undersigned directors and officers of INSpire Insurance Solutions, Inc.
  hereby constitute and appoint F. George Dunham, III and Terry G. Gaines, and
  each of them, with full power to act without the other and with full power of
  substitution and resubstitution, our true and lawful attorneys-in-fact with
  full power to execute in our name and behalf in the capacities indicated below
  any and all amendments (including post-effective amendments and amendments
  thereto) 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 ratify and confirm all that such
  attorneys-in-fact, or either of them, or their substitutes shall 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 below by the following persons in the
  capacities indicated on September 24, 1997.
  
  <TABLE>
  <CAPTION>
      Signature                                  Title
      ---------                                  -----
  <S>                               <C>
  /s/ F. George Dunham, III         President and Chief Executive Officer,
  -------------------------         Chairman and Director                 
  F. George Dunham, III                                  
  
  
  /s/ Terry G. Gaines               Executive Vice President and Chief
  -------------------               Financial Officer                           
  Terry G. Gaines                   (Principal Financial and Accounting Officer)
                                                                                
  
  /s/ Harry E. Bartel               Director
  -------------------                       
  Harry E. Bartel
  
  
  /s/ R.Earl Cox, III               Director
  --------------------                      
  R. Earl Cox, III
  
  
  /s/ Mitch S. Wynne                Director
  ------------------                        
  Mitch S. Wynne
  </TABLE>
  
  
  
                                        4
  <PAGE>   6
                                 INDEX TO EXHIBITS
  
  
  
  <TABLE>
  <CAPTION>
  Exhibit                                                                                                  
  Number                    Description of Exhibits                                                        
  ------                    -----------------------                                                        
  <S>      <C>
  4.1      Specimen Certificate for shares of Common Stock, $.01 par value, of the Company, incorporated herein by
           reference to Exhibit 4.1 to the Company's Amendment No. 3 to Form S-1 (No. 333-31173) filed with the
           Commission on August 22, 1997.
  
  4.2      Restated Articles of Incorporation of the Company and Articles of Amendment No. 1 thereto, incorporated herein
           by reference to Exhibit 3.1 to the Company's Amendment No. 3 to Form S-1 (No. 333-31173) filed with the
           Commission on August 22, 1997.
  
  4.3      Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.2 to the Company's
           Amendment No. 3 to Form S-1 (No. 333-31173) filed with the Commission on August 22, 1997.
  
  4.4      Form of Rights Agreement, by and between the Company and U.S. Trust Company of Texas, N.A., dated as of July
           30, 1997, incorporated herein by reference to Exhibit 4.2 to the Company's Amendment No. 3 to Form S-1 (No.
           333-31173) filed with the Commission on August 22, 1997.
  
  4.5      Amended and Restated 1997 Stock Option Plan of the Company, incorporated herein by reference to Exhibit 10.28
           to the Company's Amendment No. 3 to Form S-1 (No. 333-31173) filed with the Commission on August 22, 1997.
  
  4.6      Director Stock Option Plan of the Company, incorporated herein by reference to Exhibit 10.36 to the Company's
           Amendment No. 3 to Form S-1 (No. 333-31173) filed with the Commission on August 22, 1997.
  
  4.7      Employee Stock Purchase Plan of the Company, incorporated herein by reference to Exhibit 10.38 to the Company's
           Amendment No. 3 to Form S-1 (No. 333-31173) filed with the Commission on August 22, 1997.
  
  5.1*     Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
  
  23.1*    Consent of Deloitte & Touche LLP.
  
  23.2*    Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
           (included in Exhibit 5.1).
  
  24.1*    Power of Attorney (included on the signature page hereto).
  </TABLE>
  
  
  *   Filed herewith
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20038}]
metadata_filer: {"company-data": {"conformed-name": "INSPIRE INSURANCE SOLUTIONS INC", "cik": "0001042051", "assigned-sic": "7373", "irs-number": "752595937", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36271", "film-number": "97684781"}, "business-address": {"street1": "300 BURNETT ST", "city": "FORT WORTH", "state": "TX", "zip": "76102", "phone": "8173327761"}, "mail-address": {"street1": "300 BURNETT ST", "city": "FORT WORTH", "state": "TX", "zip": "76102"}}
text: 1
  
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1997
                                                        REGISTRATION NO. 333-
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                         ----------------------------------
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
                         ----------------------------------
  
                         INSPIRE INSURANCE SOLUTIONS, INC.
               (Exact name of Registrant as specified in its charter)
  TEXAS                                                                                    75-2595937
      (State or other jurisdiction                                                              (I.R.S. Employer
      of incorporation or organization)                                                         Identification Number)
  
           300 BURNETT STREET
      FT. WORTH, TEXAS                                                                              76102-2799
      (Address of Principal                                                                         (Zip Code)
      Executive Offices)
  INSPIRE INSURANCE SOLUTIONS, INC.
                    AMENDED AND RESTATED 1997 STOCK OPTION PLAN
                          1997 DIRECTOR STOCK OPTION PLAN
                            EMPLOYEE STOCK PURCHASE PLAN
                             (Full titles of the plans)
  
                               F. GEORGE DUNHAM, III
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 300 BURNETT STREET
                            FT. WORTH, TEXAS  76102-2799
                      (Name and address of agent for service)
  
                                   (817) 332-7761
             (Telephone number, including area code, of agent for service)
                         ----------------------------------
  
                          CALCULATION OF REGISTRATION FEE
  =============================================================================================================
                                                          PROPOSED MAXIMUM   PROPOSED MAXIMUM     AMOUNT OF
            TITLE OF SECURITIES           AMOUNT TO BE     OFFERING PRICE   AGGREGATE OFFERING   REGISTRATION
             TO BE REGISTERED            REGISTERED (1)    PER SHARE (2)         PRICE (2)         FEE (3)
  -------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01 par value                            $1.30, $12.00
                                            2,725,000         $16.875         $27,082,890.28      $8,206.94 
  =============================================================================================================
  Series A Junior Preferred Stock
  Purchase Rights                           2,725,000            --                 --                --
  =============================================================================================================
  (1) Of the amount to be registered, 2,300,000 shares are issuable upon exercise
      of options available for grant under the Plans.  Pursuant to Rule 416, this
      registration statement also includes an indeterminable number of additional
      shares that may become issuable pursuant to the antidilution adjustment
      provisions of the Plans.
  
  (2) Options for 840,248 shares of Common Stock have an exercise price of $1.30.
      Options for 1,192,743 shares of Common Stock have an exercise price of
      $12.00.  Pursuant to Rule 457(c) and (h), and solely for the purpose of
      calculating the applicable registration fee, the proposed maximum offering
      price per share for the remaining Common Stock to be registered hereunder
      has been estimated at $16.875, which amount represents the average of
      the high and low sales prices of the Common Stock of INSpire Insurance
      Solutions, Inc. on September 19, 1997, as reported by the Nasdaq
      National Market.
  
  (3) One Preferred Stock Purchase Right will be issued with each share of Common
      Stock.  As no additional consideration will be received for the Preferred
      Stock Purchase Rights, no registration fee is required with respect to them
      under Rule 457(i).
                         ----------------------------------
  ===============================================================================
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
      The documents constituting Part I of this Registration Statement will be
  sent or given to directors, officers, consultants, advisors and employees of
  INSpire Insurance Solutions, Inc. (the "Company") as specified by Rule
  428(b)(1) promulgated under the Securities Act of 1933, as amended (the
  "Securities Act").
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
      The following documents filed by the Company with the Securities and
  Exchange Commission (the "Commission") are incorporated by reference in this
  Registration Statement:
  
           (1) The Company's latest prospectus (the "Final Prospectus"), dated
      August 26, 1997, filed with the Commission pursuant to Rule 424(b)(3) under
      the Securities Act, which prospectus contains audited financial statements
      for the fiscal year ended December 31, 1996.
  
           (2) The Company's Form 8-A filed with the Commission on August 21, 
      1997.
  
           (3) The description of the Company's Common Stock contained in the
      Company's registration statement on Form S-1 (No. 333-31173) filed with the
      Commission on July 11, 1997, as amended by Amendment No. 1 thereto filed
      with the Commission on July 30, 1997, Amendment No. 2 thereto filed with
      the Commission on August 21, 1997, Amendment No. 3 thereto filed with the
      Commission on August 22, 1997, and the Final Prospectus.
  
      In addition, all documents subsequently filed by the Company pursuant to
  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), prior to the filing of a post-effective amendment
  to this Registration Statement which indicates that all securities offered
  hereby have been sold or which deregisters 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.
  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
  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.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
      Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
      The validity of the issuance of the shares of Common Stock offered by this
  Registration Statement will be passed upon for the Company by Akin, Gump,
  Strauss, Hauer & Feld, L.L.P.
  
                                         1
  3
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
      The Company, a Texas corporation, is empowered by Article 2.02-1 of the
  Texas Business Corporation Act (the "TBCA"), subject to the procedures and
  limitations stated therein, to indemnify certain persons, including any person
  who was, is or is threatened to be made a named defendant or respondent in a
  proceeding because the person is or was a director or officer against
  judgments, penalties (including excise and similar taxes), fines, settlements
  and reasonable expenses (including court costs and attorneys' fees) actually
  incurred by the person in connection with the threatened, pending, or completed
  action, suit or proceeding.  The Company is required by Article 2.02-1 to
  indemnify a director or officer against reasonable expenses (including court
  costs and attorneys' fees) incurred by him in connection with a threatened,
  pending or completed action, suit or proceeding in which he is a named
  defendant or respondent because he is or was a director or officer if he has
  been wholly successful, on the merits or otherwise, in the defense of the
  action, suit or proceeding. Article 2.02-1 provides that indemnification
  pursuant to its provisions is not exclusive of other rights of indemnification
  to which a person may be entitled under any bylaw, agreement, vote of
  shareholders or disinterested directors, or otherwise.  The Restated Articles
  of Incorporation and Bylaws of the Company provide for indemnification by the
  Company of its directors and officers to the fullest extent permitted by the
  TBCA.  In addition, the Company has, pursuant to Article 1302-7.06 of the Texas
  Miscellaneous Corporation Laws Act, provided in its Restated Articles of
  Incorporation that, to the fullest extent permitted by the Texas Miscellaneous
  Corporation Laws Act, a director of the Company shall not be liable to the
  Company or its shareholders for monetary damages for an act or omission in a
  director's capacity as director of the Company.
  
      The Company has entered into indemnification agreements with each of its
  directors.  Each indemnification agreement provides that the Company shall
  indemnify the director against certain liabilities and expenses actually and
  reasonably incurred by the director in connection with any threatened, pending
  or completed action, suit or proceeding, including an action by or on behalf of
  shareholders of the Company or by or in the right of the Company, to which the
  director is, or is threatened to be made, a party by reason of his status as a
  director, provided that such individual did not derive an improper benefit,
  such individual did not commit acts or omissions that were not in good faith or
  that involved intentional misconduct or a knowing violation of the law, or such
  indemnification is not otherwise disallowed under Texas law.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
      Not applicable.
  
  ITEM 8.  EXHIBITS.
  
      See Index to Exhibits, attached hereto.
  
  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.  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 and of the estimated maximum offering range
      may be reflected in the form of prospectus filed with the Commission
      pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
      price represent no more than 20 percent change in the maximum aggregate
      offering price set forth in the "Calculation of Registration Fee" table in
      the effective registration statement;
  
                                         2
  4
           (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.
  
           (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 a post-effective amendment
      any of the securities being registered which remain unsold at the
      termination of the offering.
  
      (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(a) 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 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
  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
  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.
  
                                         3
  5
                                     SIGNATURES
  
      Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Ft. Worth, State of Texas on September 24, 1997.
  
                                    INSPIRE INSURANCE SOLUTIONS, INC.
                                    
                                    By: /s/ F. George Dunham, III
                                       -----------------------------------------
                                         F. George Dunham, III
                                         President and Chief Executive Officer,
                                         Chairman and Director
  
      The undersigned directors and officers of INSpire Insurance Solutions, Inc.
  hereby constitute and appoint F. George Dunham, III and Terry G. Gaines, and
  each of them, with full power to act without the other and with full power of
  substitution and resubstitution, our true and lawful attorneys-in-fact with
  full power to execute in our name and behalf in the capacities indicated below
  any and all amendments (including post-effective amendments and amendments
  thereto) 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 ratify and confirm all that such
  attorneys-in-fact, or either of them, or their substitutes shall 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 below by the following persons in the
  capacities indicated on September 24, 1997.
  Signature                                  Title
      ---------                                  -----
  /s/ F. George Dunham, III         President and Chief Executive Officer,
  -------------------------         Chairman and Director                 
  F. George Dunham, III                                  
  
  /s/ Terry G. Gaines               Executive Vice President and Chief
  -------------------               Financial Officer                           
  Terry G. Gaines                   (Principal Financial and Accounting Officer)
                                                                                
  
  /s/ Harry E. Bartel               Director
  -------------------                       
  Harry E. Bartel
  
  /s/ R.Earl Cox, III               Director
  --------------------                      
  R. Earl Cox, III
  
  /s/ Mitch S. Wynne                Director
  ------------------                        
  Mitch S. Wynne
  4
  6
                                 INDEX TO EXHIBITS
  Exhibit                                                                                                  
  Number                    Description of Exhibits                                                        
  ------                    -----------------------
  4.1      Specimen Certificate for shares of Common Stock, $.01 par value, of the Company, incorporated herein by
           reference to Exhibit 4.1 to the Company's Amendment No. 3 to Form S-1 (No. 333-31173) filed with the
           Commission on August 22, 1997.
  
  4.2      Restated Articles of Incorporation of the Company and Articles of Amendment No. 1 thereto, incorporated herein
           by reference to Exhibit 3.1 to the Company's Amendment No. 3 to Form S-1 (No. 333-31173) filed with the
           Commission on August 22, 1997.
  
  4.3      Amended and Restated Bylaws of the Company, incorporated by reference to Exhibit 3.2 to the Company's
           Amendment No. 3 to Form S-1 (No. 333-31173) filed with the Commission on August 22, 1997.
  
  4.4      Form of Rights Agreement, by and between the Company and U.S. Trust Company of Texas, N.A., dated as of July
           30, 1997, incorporated herein by reference to Exhibit 4.2 to the Company's Amendment No. 3 to Form S-1 (No.
           333-31173) filed with the Commission on August 22, 1997.
  
  4.5      Amended and Restated 1997 Stock Option Plan of the Company, incorporated herein by reference to Exhibit 10.28
           to the Company's Amendment No. 3 to Form S-1 (No. 333-31173) filed with the Commission on August 22, 1997.
  
  4.6      Director Stock Option Plan of the Company, incorporated herein by reference to Exhibit 10.36 to the Company's
           Amendment No. 3 to Form S-1 (No. 333-31173) filed with the Commission on August 22, 1997.
  
  4.7      Employee Stock Purchase Plan of the Company, incorporated herein by reference to Exhibit 10.38 to the Company's
           Amendment No. 3 to Form S-1 (No. 333-31173) filed with the Commission on August 22, 1997.
  
  5.1*     Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
  
  23.1*    Consent of Deloitte & Touche LLP.
  
  23.2*    Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
           (included in Exhibit 5.1).
  
  24.1*    Power of Attorney (included on the signature page hereto).
  *   Filed herewith