content: <PAGE>   1
               As filed with the Securities and Exchange Commission on May 8, 1998
                                                   Registration No. 333-__________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                     ----------
  
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                     ----------
  
  
                                  TYLER CORPORATION
                 (Exact name of registrant as specified in charter)
  
                     Delaware                               75-2303920
             (State or other jurisdiction                (I.R.S. Employer
                  of Incorporation)                     Identification No.)
  
                3200 San Jacinto Tower
                2121 San Jacinto Street
                     Dallas,  Texas                           75201
         (Address of Principal Executive Offices)           (Zip Code)
  
                       THE TYLER CORPORATION STOCK OPTION PLAN
  
                              (Full title of the Plan)
  
                                     ----------
  
  
  <TABLE>
  <CAPTION>
    <S>                                                        <C>            <C>
                        Brian K. Miller                        Copy to:           David G. McLane
    Vice President, Chief Accounting Officer and Treasurer                    Gardere & Wynne, L.L.P.
                       Tyler Corporation                                          1601 Elm Street
                    3200 San Jacinto Tower                                          Suite 3000
                    2121 San Jacinto Street                                    Dallas, Texas  75201
                     Dallas, Texas  75201                                         (214) 999-4607
                        (214) 754-7800
  </TABLE>
  
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                                     ----------
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =================================================================================================================
                                                                                   Proposed
                                                                Proposed           maximum
                                         Amount                 maximum            aggregate           Amount of
  Title of securities                    to be                  offering price     offering            registration
  to be registered                       registered             per share          price               fee
  -----------------------------------------------------------------------------------------------------------------
  <S>                                    <C>                    <C>                <C>                 <C>      
  Common Stock, $0.01
    par value                            1,500,000(1)           $10.75 (2)         $16,125,000(2)      $4,757(2)
  
  =================================================================================================================
  </TABLE>
  
  (1)      Pursuant to Rule 416(c) under the Securities Act of 1933, shares
           issuable upon any stock split, stock dividend or similar transaction
           with respect to these shares are also being registered hereunder.
  
  (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 May 4, 1998.
  
           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 and No. 333-34809 of the registrant. These
  shares of Common Stock and the options are described in the 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
  
  
  
           On October 8, 1997, the Board of Directors of the Registrant (the
  "Board") adopted, subject to stockholder approval, Amendment No. 1 to The Tyler
  Corporation Stock Option Plan [Amended and Restated as of February 7, 1997] (the
  "Plan") (i) to increase from 1,800,000 to 3,300,000 the aggregate number of
  shares of the Registrant's Common Stock, par value $0.01 per share, issued or
  reserved for issuance under the Plan, (ii) to bring the Plan into compliance
  with Section 162(m) of the Internal Revenue Code of 1986, as amended, and (iii)
  to provide for certain treatment of outstanding options upon a "change in
  control" of the Company as defined in Amendment No. 1. On February 19, 1998, the
  Board adopted and approved Amendment No. 2 to the Plan, effective as of December
  12, 1997, to allow nonqualified stock options to be granted at an exercise price
  below market price. Amendment No. 1 to the Plan was approved by the stockholders
  of the Registrant at the Annual Meeting of Stockholders held on April 28, 1998.
  The contents of the Registrant's Registration Statements on Forms S-8 (File Nos.
  33-34544 and 333-34809) filed with the Securities and Exchange Commission on
  April 25, 1990 and September 2, 1997, respectively, relating to the Plan (the
  "Prior S-8s"), including the documents incorporated by reference therein, are
  incorporated by reference into this Registration Statement.
  
  
                                       PART II
  
  ITEM 8.  EXHIBITS
  
           In addition to the exhibits filed or incorporated by reference into the
  Prior S-8s, the following documents are filed as Exhibits to this Registration
  Statement:
  
            4.1     Amendment No. 1 to The Tyler Corporation Stock Option Plan 
                    [Amended and Restated as of February 7, 1997]
  
            4.2     Amendment No. 2 to The Tyler Corporation Stock Option Plan 
                    [Amended and Restated as of February 7, 1997]
  
            5.1     Opinion of Gardere & Wynne, L.L.P.
  
           23.1     Consent of Ernst & Young LLP, independent auditors to
                    incorporation of reports by reference.
  
           23.2     Consent of legal counsel (included in the opinion of Gardere &
                    Wynne, L.L.P., filed herewith as Exhibit 5.1)
  
           24.1     Power of Attorney (set forth on the signature page of this
                    Registration Statement)
  
  
  
                                        II-1
  
  
  <PAGE>   3
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, and the State of Texas, on May 8, 1998.
  
                                            TYLER CORPORATION
                                            (Registrant)
  
  
  
                                            By:    /s/ LOUIS A WATERS
                                               -----------------------------------
                                               Louis A. Waters, Chairman of the 
                                               Board
  
  
                                  POWER OF ATTORNEY
  
           Each of the undersigned hereby appoints Louis A. Waters and Brian K.
  Miller and each of them (with full power to act alone), as attorneys and agents
  for the undersigned, with full power of substitution, for and in the name, place
  and stead of the undersigned, to sign and file with the Securities and Exchange
  Commission under the Securities Act of 1933 any and all amendments and exhibits
  to this Registration Statement and any and all applications, instruments and
  other documents to be filed with the Securities and Exchange Commission
  pertaining to the registration of the securities covered hereby, with full power
  and authority to do and perform any and all acts and things whatsoever requisite
  or desirable.
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed below by the following persons in
  the capacities indicated on May 8, 1998.
  
  <TABLE>
  <CAPTION>
             Signature                                                Title
             ---------                                                -----
  <S>                                                   <C>
  /s/ LOUIS A. WATERS                                   Chairman of the Board of Directors
  -------------------------------------                 
  Louis A. Waters
  
  
  /s/ C. A. RUNDELL, JR.                                President, Chief Executive Officer, and Director
  -------------------------------------                 (principal executive officer)
  C. A. Rundell, Jr.                                    
  
  
  /s/ BRIAN K. MILLER                                   Vice President, Chief Accounting Officer and
  -------------------------------------                 Treasurer
  Brian K. Miller                                       (principal financial officer and principal accounting officer)
  </TABLE>
  
  
  
  
                                        II-2
  
  
  <PAGE>   4
  
  
  <TABLE>
  <CAPTION>
             Signature                                                Title
             ---------                                                -----
  <S>                                                   <C>
  /s/ ERNEST H. LORCH                                               Director
  -------------------------------------
  Ernest H. Lorch
  
  
  /s/ FREDERICK R. MEYER                                            Director
  -------------------------------------
  Frederick R. Meyer
  
  
  /s/ WILLIAM D. OATES                                              Director
  -------------------------------------
  William D. Oates
  
  
  /s/ JAMES E. RUSSELL                                              Director
  -------------------------------------
  James E. Russell
  </TABLE>
  
  
  
  
                                        II-3
  
  
  <PAGE>   5
  
  
  
                                  INDEX TO EXHIBITS
  
  
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number          Exhibit
  -------         -------
     <S>          <C>
      4.1         Amendment No. 1 to The Tyler Corporation Stock Option Plan
  
      4.2         Amendment No. 2 to The Tyler Corporation Stock Option Plan
  
      5.1         Opinion of Gardere & Wynne, L.L.P.
  
     23.1         Consent of Ernst & Young LLP
  
     23.2         Consent of Gardere & Wynne, L.L.P.
                  (included as part of Exhibit 5.1)
  
     24.1         Power of Attorney (set forth on the signature page of the
                  Registration Statement)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 11127}]
metadata_filer: {"company-data": {"conformed-name": "TYLER CORP /NEW/", "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": "333-52163", "film-number": "98613616"}, "business-address": {"street1": "2121 SAN JACINTO ST", "street2": "STE 3200 SAN JACINTO TOWER", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2147547800"}, "mail-address": {"street1": "2121 SAN JACINTO STREET", "street2": "SUITE 3200", "city": "DALLAS", "state": "TX", "zip": "75201"}, "former-company": {"former-conformed-name": "TYLER THREE INC", "date-changed": "19600201"}}
text: 1
               As filed with the Securities and Exchange Commission on May 8, 1998
                                                   Registration No. 333-__________
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                     ----------
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                     ----------
  
                                  TYLER CORPORATION
                 (Exact name of registrant as specified in charter)
  
                     Delaware                               75-2303920
             (State or other jurisdiction                (I.R.S. Employer
                  of Incorporation)                     Identification No.)
  
                3200 San Jacinto Tower
                2121 San Jacinto Street
                     Dallas,  Texas                           75201
         (Address of Principal Executive Offices)           (Zip Code)
  
                       THE TYLER CORPORATION STOCK OPTION PLAN
  
                              (Full title of the Plan)
  
                                     ----------
  Brian K. Miller                        Copy to:           David G. McLane
    Vice President, Chief Accounting Officer and Treasurer                    Gardere & Wynne, L.L.P.
                       Tyler Corporation                                          1601 Elm Street
                    3200 San Jacinto Tower                                          Suite 3000
                    2121 San Jacinto Street                                    Dallas, Texas  75201
                     Dallas, Texas  75201                                         (214) 999-4607
                        (214) 754-7800
  (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                                     ----------
  
                           CALCULATION OF REGISTRATION FEE
  =================================================================================================================
                                                                                   Proposed
                                                                Proposed           maximum
                                         Amount                 maximum            aggregate           Amount of
  Title of securities                    to be                  offering price     offering            registration
  to be registered                       registered             per share          price               fee
  -----------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01
    par value                            1,500,000(1)           $10.75 (2)         $16,125,000(2)      $4,757(2)
  
  =================================================================================================================
  (1)      Pursuant to Rule 416(c) under the Securities Act of 1933, shares
           issuable upon any stock split, stock dividend or similar transaction
           with respect to these shares are also being registered hereunder.
  
  (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 May 4, 1998.
  
           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 and No. 333-34809 of the registrant. These
  shares of Common Stock and the options are described in the 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
  
           On October 8, 1997, the Board of Directors of the Registrant (the
  "Board") adopted, subject to stockholder approval, Amendment No. 1 to The Tyler
  Corporation Stock Option Plan [Amended and Restated as of February 7, 1997] (the
  "Plan") (i) to increase from 1,800,000 to 3,300,000 the aggregate number of
  shares of the Registrant's Common Stock, par value $0.01 per share, issued or
  reserved for issuance under the Plan, (ii) to bring the Plan into compliance
  with Section 162(m) of the Internal Revenue Code of 1986, as amended, and (iii)
  to provide for certain treatment of outstanding options upon a "change in
  control" of the Company as defined in Amendment No. 1. On February 19, 1998, the
  Board adopted and approved Amendment No. 2 to the Plan, effective as of December
  12, 1997, to allow nonqualified stock options to be granted at an exercise price
  below market price. Amendment No. 1 to the Plan was approved by the stockholders
  of the Registrant at the Annual Meeting of Stockholders held on April 28, 1998.
  The contents of the Registrant's Registration Statements on Forms S-8 (File Nos.
  33-34544 and 333-34809) filed with the Securities and Exchange Commission on
  April 25, 1990 and September 2, 1997, respectively, relating to the Plan (the
  "Prior S-8s"), including the documents incorporated by reference therein, are
  incorporated by reference into this Registration Statement.
  
                                       PART II
  
  ITEM 8.  EXHIBITS
  
           In addition to the exhibits filed or incorporated by reference into the
  Prior S-8s, the following documents are filed as Exhibits to this Registration
  Statement:
  
            4.1     Amendment No. 1 to The Tyler Corporation Stock Option Plan 
                    [Amended and Restated as of February 7, 1997]
  
            4.2     Amendment No. 2 to The Tyler Corporation Stock Option Plan 
                    [Amended and Restated as of February 7, 1997]
  
            5.1     Opinion of Gardere & Wynne, L.L.P.
  
           23.1     Consent of Ernst & Young LLP, independent auditors to
                    incorporation of reports by reference.
  
           23.2     Consent of legal counsel (included in the opinion of Gardere &
                    Wynne, L.L.P., filed herewith as Exhibit 5.1)
  
           24.1     Power of Attorney (set forth on the signature page of this
                    Registration Statement)
  
                                        II-1
  3
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, and the State of Texas, on May 8, 1998.
  
                                            TYLER CORPORATION
                                            (Registrant)
  
                                            By:    /s/ LOUIS A WATERS
                                               -----------------------------------
                                               Louis A. Waters, Chairman of the 
                                               Board
  
                                  POWER OF ATTORNEY
  
           Each of the undersigned hereby appoints Louis A. Waters and Brian K.
  Miller and each of them (with full power to act alone), as attorneys and agents
  for the undersigned, with full power of substitution, for and in the name, place
  and stead of the undersigned, to sign and file with the Securities and Exchange
  Commission under the Securities Act of 1933 any and all amendments and exhibits
  to this Registration Statement and any and all applications, instruments and
  other documents to be filed with the Securities and Exchange Commission
  pertaining to the registration of the securities covered hereby, with full power
  and authority to do and perform any and all acts and things whatsoever requisite
  or desirable.
  
           Pursuant to the requirements of the Securities Act of 1933, as amended,
  this Registration Statement has been signed below by the following persons in
  the capacities indicated on May 8, 1998.
  Signature                                                Title
             ---------                                                -----
  /s/ LOUIS A. WATERS                                   Chairman of the Board of Directors
  -------------------------------------                 
  Louis A. Waters
  
  /s/ C. A. RUNDELL, JR.                                President, Chief Executive Officer, and Director
  -------------------------------------                 (principal executive officer)
  C. A. Rundell, Jr.                                    
  
  /s/ BRIAN K. MILLER                                   Vice President, Chief Accounting Officer and
  -------------------------------------                 Treasurer
  Brian K. Miller                                       (principal financial officer and principal accounting officer)
  II-2
  4
  Signature                                                Title
             ---------                                                -----
  /s/ ERNEST H. LORCH                                               Director
  -------------------------------------
  Ernest H. Lorch
  
  /s/ FREDERICK R. MEYER                                            Director
  -------------------------------------
  Frederick R. Meyer
  
  /s/ WILLIAM D. OATES                                              Director
  -------------------------------------
  William D. Oates
  
  /s/ JAMES E. RUSSELL                                              Director
  -------------------------------------
  James E. Russell
  II-3
  5
  
                                  INDEX TO EXHIBITS
  Exhibit
  Number          Exhibit
  -------         -------
  4.1         Amendment No. 1 to The Tyler Corporation Stock Option Plan
  
      4.2         Amendment No. 2 to The Tyler Corporation Stock Option Plan
  
      5.1         Opinion of Gardere & Wynne, L.L.P.
  
     23.1         Consent of Ernst & Young LLP
  
     23.2         Consent of Gardere & Wynne, L.L.P.
                  (included as part of Exhibit 5.1)
  
     24.1         Power of Attorney (set forth on the signature page of the
                  Registration Statement)