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)
  
                                  -----------------
  
                                1999 STOCK BONUS 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>                      <C>
  COMMON STOCK, $0.01             100,000                 $4.75                   $475,000                 $133.00
  </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.
  
           (d)      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 cause to believe
  his conduct was unlawful. The Company may not indemnify an officer or a director
  with respect to any
  
  
                                         3
  <PAGE>   4
  
  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 theCompany pursuant to the Exchange Act that
                             are incorporated by reference into the Registration
                             Statement.
  
  
  
                                         4
  <PAGE>   5
  
                    (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>
  
  
  
  <PAGE>   7
  
  
                                  INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  EXHIBIT NO.                                 DESCRIPTION
  -----------                                 -----------
  <S>                                         <C>
  4.1                                         1999 Stock Bonus 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": 20324}]
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": "333-84901", "film-number": "99683230"}, "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)
  
                                  -----------------
  
                                1999 STOCK BONUS 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             100,000                 $4.75                   $475,000                 $133.00
  (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.
  
           (d)      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 cause to believe
  his conduct was unlawful. The Company may not indemnify an officer or a director
  with respect to any
  
                                         3
  4
  
  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 theCompany pursuant to the Exchange Act that
                             are incorporated by reference into the Registration
                             Statement.
  
                                         4
  5
  
                    (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.
  7
  
                                  INDEX TO EXHIBITS
  EXHIBIT NO.                                 DESCRIPTION
  -----------                                 -----------
  4.1                                         1999 Stock Bonus 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)