content: <PAGE>   1
  
              As filed with the Securities and Exchange Commission on May 9, 1997 
                                                       REGISTRATION NO. 333-_____
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                  -------------
  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                                  -------------
  
                               F.Y.I. INCORPORATED
             (Exact name of Registrant as specified in its charter)
  
            DELAWARE                                             75-2560895
  (State or other jurisdiction of                              (IRS Employer
  incorporation or organization)                             Identification No.)
                                  -------------
  
                                3232 MCKINNEY AVENUE
                                     SUITE 900
                                DALLAS, TEXAS 75204
                                   (214) 953-7552
           (Address, including zip code, of principal executive offices)
  
                                  -------------
  
                     WARRANTS ISSUED TO DIRECTORS AND OFFICERS
                              (Full title of the Plan)
  
                                  -------------
                                 ED H. BOWMAN, JR.
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                F.Y.I. INCORPORATED
                          3232 MCKINNEY AVENUE, SUITE 900
                                DALLAS, TEXAS 75204
                                   (214) 953-7552
                       (Name, address, and telephone number,
                     including area code, of agent for service)
  
                                  -------------
  
                                   COPIES TO:
  
  CHRISTOPHER T. JENSEN, ESQ.                  MARGOT T. LEBENBERG, ESQ.
  MORGAN, LEWIS & BOCKIUS LLP       VICE PRESIDENT, SECRETARY  AND GENERAL COUNSEL
       101 PARK AVENUE                            F.Y.I. INCORPORATED
   NEW YORK, NEW YORK 10178                       3232 MCKINNEY AVENUE
       (212) 309-6000                                 SUITE 900
                                                   DALLAS, TEXAS 75204
                                                     (214) 953-7552
                                  
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ==================================================================================================================================
                                                                  PROPOSED               PROPOSED
                                                                   MAXIMUM                MAXIMUM
          TITLE OF SECURITIES TO           AMOUNT TO BE           OFFERING          AGGREGATE OFFERING       AMOUNT OF
              BE REGISTERED               REGISTERED (1)       PRICE PER SHARE             PRICE         REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------------------
  <S>                                   <C>                    <C>                      <C>                      <C>
  
  Common Stock, par value $0.01 per     115,000 shares         $  10.00 (2)             $  1,150,000.00         $   348.48
  share                                 50,000 shares          $  20.00 (2)             $  1,000,000.00         $   303.03
                                        100,000 shares         $  21.00 (2)             $  2,100,000.00         $   636.36
                                                                                                         Total: $ 1,287.87
                                                                                                                          
  ==================================================================================================================================
  </TABLE>
  
  (1)    Pursuant to Rule 416(a), the number of shares being registered shall be
         adjusted to include any additional shares which may become issuable as a
         result of stock splits, stock dividends, or similar transactions in
         accordance with the anti-dilution provisions of the warrants granted to
         the warrantholders.
  (2)    Computed pursuant to Rule 457 for the purpose of calculating the
         registration fee, based upon the price at which outstanding warrants may
         be exercised.
  
  
  
  
  
  <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.*
  
  
     *Information required by Part I to be contained in the Section 10(a)
      prospectus is omitted from this Registration Statement in accordance with
      Rule 428 under the Securities Act of 1933, as amended, and the introductory
      Note to Part I of Form S-8.
  <PAGE>   3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  
  ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
  
     The following documents filed with the Securities and Exchange Commission
  (the "Commission") by F.Y.I. Incorporated, a Delaware corporation (the
  "Company"), are incorporated herein by reference:
  
     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1996, filed with the Commission on March 11, 1997;
  
     (b)  The Company's Current Report on Form 8-K, filed with the Commission on
  April 9, 1997; and
  
     (c)   The description of the Company's Common Stock, registered under the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), contained in
  the Company's Registration Statement on Form S-1 (Registration No. 33-98608)
  and incorporated by reference in the Company's Registration Statement on Form
  8-A (File No. 0-27444), including any amendments or reports filed for the
  purpose of updating such description.
  
     In addition, all reports and other documents subsequently filed by the
  Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
  prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be a part hereof from the date of filing of such reports and documents.
  
     Any statement contained herein, or in a document, all or a portion of which
  is incorporated or deemed to be incorporated by reference herein, shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein or in any other subsequently
  filed document which also is or is deemed to be incorporated by reference
  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.
  
     Not applicable.
  
  
  
  
  
                                        II-1
  <PAGE>   4
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
     The Company's By-Laws provide that the Company shall, to the fullest extent
  permitted by Section 145 of the General Corporation Law of the State of
  Delaware, as amended from time to time, indemnify all persons whom it may
  indemnify pursuant thereto.
  
     Section 145 of the General Corporation Law of the State of Delaware, as
  amended, permits a corporation, under specified circumstances, to indemnify its
  directors, officers, employees or agents against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlements actually and reasonably
  incurred by them in connection with any action, suit or proceeding brought by
  third parties by reason of the fact that they were or are directors, officers,
  employees or agents of the corporation, if such directors, officers, employees
  or agents acted in good faith and in a manner they reasonably believed to be in
  or not opposed to the best interests of the corporation and, with respect to
  any criminal action or proceeding, had no reason to believe their conduct was
  unlawful.  In an action by or in the right of the corporation, indemnification
  may be made only for expenses actually and reasonably incurred by directors,
  officers, employees or agents in connection with the defense or settlement of
  an action or suit, and only with respect to a matter as to which they shall
  have acted in good faith and in a manner they reasonably believed to be in or
  not opposed to the best interest of the corporation, except that no
  indemnification shall be made if such person shall have been adjudged liable to
  the corporation, unless and only to the extent that the court in which the
  action or suit was brought shall determine upon application that the defendant
  directors, officers, employees or agents are fairly and reasonably entitled to
  indemnify for such expenses despite such adjudication of liability.
  
     Article Seven of the Company's Amended and Restated Certificate of
  Incorporation provides that the Company's directors will not be personally
  liable to the Company or its stockholders for monetary damages resulting from
  breaches of their fiduciary duty as directors except (a) for any breach of the
  duty of loyalty to the Company or its stockholders, (b) for acts or omissions
  not in good faith or which involve intentional misconduct or a knowing
  violation of law, (c) under Section 174 of the General Corporation Law of the
  State of Delaware, as amended, which makes directors liable for unlawful
  dividends or unlawful stock repurchases or redemptions or (d) for transactions
  from which directors derive improper personal benefit.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION.
  
     Not applicable.
  
  ITEM 8.     EXHIBITS.
  
     Exhibit       Description
  
      4.1          Amended and Restated Certificate of Incorporation of the
                   Company (Incorporated by reference to Exhibit 3.1 to the
                   Company's Registration Statement on Form S-1 (Registration No.
                   33-98608))
  
      4.2          By-Laws of the Company (Incorporated by reference to Exhibit
                   3.2 to the Company's Registration Statement on Form S-1
                   (Registration No. 33-98608))
  
      4.3          Form of certificate evidencing ownership of Common Stock of
                   the Company (Incorporated by reference to Exhibit 4.2 to the
                   Company's Registration Statement on Form S-1 (Registration No.
                   33-98608))
  
  
  
  
  
                                        II-2
  <PAGE>   5
      4.4          Amended and Restated Warrant issued to Ed H. Bowman, Jr. dated
                   November 16, 1995, as amended and restated as of March 31,
                   1997 (Incorporated by reference to Exhibit 10.26 to the
                   Registrant's Current Report on Form 8-K filed on April 9, 1997)
  
      4.5          Amended and Restated Warrant issued to Timothy J. Barker dated
                   November 16, 1995, as amended and restated as of March 31,
                   1997 (Incorporated by reference to Exhibit 10.28 to the
                   Registrant's Current Report on Form 8-K filed on April 9, 1997)
  
      4.6          Amended and Restated Warrant issued to Ed H. Bowman, Jr. dated
                   May 21, 1996, as amended and restated as of March 31, 1997
                   (Incorporated by reference to Exhibit 10.27 to the
                   Registrant's Current Report on Form 8-K filed on April 9, 1997)
  
       4.7         Amended and Restated Employment Agreement between F.Y.I.
                   Incorporated and Ed H.  Bowman, Jr. (Incorporated by reference
                   to Exhibit 10.25 to the Registrant's Current Report on Form 8-K
                   filed on April 9, 1997)
  
      5            Opinion of Morgan, Lewis & Bockius LLP
  
      23.1         Consent of Arthur Andersen LLP
  
      23.2         Consent of Elko, Fischer, McCabe & Rudman, Ltd.
  
      23.3         Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5)
  
      24           Powers of Attorney (included on signature pages hereof)
  
  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 this 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 this 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 end of the
                   estimated maximum offering range may be reflected in the form
                   of prospectus filed with the Commission pursuant to Rule
                   424(b) of the Securities Act if, in the aggregate, the changes
                   in volume and price represent no more than a 20% change in the
                   maximum aggregate offering price set forth in the "Calculation
                   of Registration Fee" table in the effective registration
                   statement; and
  
                   (iii) To include any material information with respect to the
                   plan of distribution not previously disclosed in this
                   Registration Statement or any material change to such
                   information in this Registration Statement;
  
  
  
  
  
                                        II-3
  <PAGE>   6
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
  if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
  information required to be included in a post- effective amendment by those
  paragraphs is contained in periodic reports filed by the Company pursuant to
  Section 13 or Section 15(d) of the Exchange Act that are incorporated by
  reference in this 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 Company'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 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.
  
                   (h)  Insofar as indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and controlling
  persons of the Company 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 Act and is,
  therefore, unenforceable.  In the event that a claim for indemnification
  against such liabilities (other than the payment by the Company of expenses
  incurred or paid by a director, officer or controlling person of the Company 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 it is against public
  policy as expressed in the Act and will be governed by the final adjudication
  of such issue.
  
  
  
  
  
                                        II-4
  <PAGE>   7
                                     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 Dallas, Texas on May 9, 1997.
  
                                       F.Y.I. INCORPORATED
                               
                               
                                       By: /s/ Ed H. Bowman, Jr.
                                           ---------------------
                                           Ed H. Bowman, Jr.
                                           President and Chief Executive Officer
                               
                                POWERS OF ATTORNEY
                                   
        Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date or dates indicated.  Each person whose signature
  appears below hereby authorizes and constitutes Ed H. Bowman, Jr. and Margot T.
  Lebenberg, and each of them singly, his true and lawful attorneys-in-fact with
  full power of substitution and resubstitution, for him and in his name, place
  and stead, in any and all capacities (including his capacity as a director
  and/or officer of F.Y.I. Incorporated) to sign and file any and all amendments
  (including post-effective amendments) to this Registration Statement with all
  exhibits thereto, and other documents in connection therewith with the
  Securities and Exchange Commission, and he hereby ratifies and confirms all
  that said attorneys-in-fact or any of them, or their or his substitutes, may
  lawfully do or cause to be done by virtue hereof.
  
  <TABLE>
  <CAPTION>
  Signature                            Title                                                    Date
  ---------                            -----                                                    ----
  <S>                                  <C>                                                      <C>
  /s/ Thomas C. Walker                 Chairman of the Board                                    May 9, 1997
  ---------------------                and Chief Development Officer
  Thomas C. Walker                     
  
  
  /s/ Ed H. Bowman, Jr.                Director, President and                                  May 9, 1997
  ---------------------                Chief Executive Officer      
  Ed H. Bowman, Jr.                    (Principal Executive Officer)
                                                                    
  
  
  /s/ David Lowenstein                 Director, Executive Vice President                       May 9, 1997
  ---------------------                and Chief Financial Officer  
  David Lowenstein                     (Principal Financial Officer)
                                                                    
  
  
  /s/ Timothy J. Barker                Vice President and Chief Accounting                      May 9, 1997
  ---------------------                Officer (Principal Accounting Officer)                                                     
  Timothy J. Barker                    
  </TABLE>
  
  
  
  
  
                                        II-5
  <PAGE>   8
  <TABLE>
  <S>                                  <C>                                                      <C>
  /s/ Donald F. Moorehead              Director                                                 May 9, 1997
  ------------------------- 
  Donald F. Moorehead
  
  
  
  /s/ G. Michael Bellenghi             Director                                                 May 9, 1997
  ------------------------- 
  G. Michael Bellenghi
  
  
  
  /s/ Jerry F. Leonard, Jr.            Director                                                 May 9, 1997
  -------------------------                                                                                
  Jerry F. Leonard, Jr.
  
  
  
  /s/ Greg Melanson                    Director                                                 May 9, 1997
  ------------------------- 
  Greg Melanson
  
  
  
  /s/ Jonathan B. Shaw                 Director                                                 May 9, 1997
  ------------------------- 
  Jonathan B. Shaw
  
  
  
  /s/ Michael J. Bradley               Director                                                 May 9, 1997
  ------------------------- 
  Michael J. Bradley
  
  
  
  /s/ Hon. Edward M. Rowell            Director                                                 May 9, 1997
  ------------------------- 
  Hon. Edward M. Rowell
  </TABLE>
  
  
  
  
  
                                        II-6
  <PAGE>   9
                                   EXHIBIT INDEX
  
  
                                                                      
                                                                      
  Exhibit                      Description                            
  -------                      -----------                            
  
  
  4.1         Amended and Restated Certificate of Incorporation of the Company
              (incorporated by reference to Exhibit 3.1 to the Company's
              Registration Statement on Form S-1 (Registration No. 33-98608))
  
  4.2         By-Laws of the Company (Incorporated by reference to Exhibit 3.2 to
              the Company's Registration Statement on Form S-1 (Registration No.
              33-98608))
  
  4.3         Form of certificate evidencing ownership of Common Stock of the
              Company (incorporated by reference to Exhibit 4.2 to the Company's
              Registration Statement on Form S-1 (Registration No. 33-98608))
  
  4.4         Amended and Restated Warrant issued to Ed H. Bowman, Jr. dated
              November 16, 1995, as amended and restated as of March 31, 1997
              (Incorporated by reference to Exhibit 10.26 to the Registrant's
              Current Report on Form 8-K filed on April 9, 1997)
  
  4.5         Amended and Restated Warrant issued to Timothy J. Barker dated
              November 16, 1995, as amended and restated as of March 31, 1997
              (Incorporated by reference to Exhibit 10.28 to the Registrant's
              Current Report on Form 8-K filed on April 9, 1997)
  
  4.6         Amended and Restated Warrant issued to Ed H. Bowman, Jr. dated May
              21, 1996, as amended and restated as of March 31, 1997
              (Incorporated by reference to Exhibit 10.27 to the Registrant's
              Current Report on Form 8-K filed on April 9, 1997)
  
  4.7         Amended and Restated Employment Agreement between F.Y.I.
              Incorporated and Ed H. Bowman, Jr. (Incorporated by reference to
              Exhibit 10.25 to the Registrant's Current Report on Form 8-K filed
              on April 9, 1997)
  
  5           Opinion of Morgan, Lewis & Bockius LLP
  
  23.1        Consent of Arthur Andersen LLP
  
  23.2        Consent of Elko, Fischer, McCabe & Rudman, Ltd.
  
  23.3        Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5)
  
  24          Powers of Attorney (included on signature pages hereof)
  
  
  
  
  
                                        II-7
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24325}]
metadata_filer: {"company-data": {"conformed-name": "FYI INC", "cik": "0000936931", "assigned-sic": "8741", "irs-number": "752560895", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26785", "film-number": "97599215"}, "business-address": {"street1": "3232 MCKINNEY AVE", "street2": "STE 900", "city": "DALLAS", "state": "TX", "zip": "75204", "phone": "2149537555"}, "mail-address": {"street1": "3232 MCKINNEY AVE", "street2": "STE 900", "city": "DALLAS", "state": "TX", "zip": "75204"}}
text: 1
  
              As filed with the Securities and Exchange Commission on May 9, 1997 
                                                       REGISTRATION NO. 333-_____
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                  -------------
  
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                                  -------------
  
                               F.Y.I. INCORPORATED
             (Exact name of Registrant as specified in its charter)
  
            DELAWARE                                             75-2560895
  (State or other jurisdiction of                              (IRS Employer
  incorporation or organization)                             Identification No.)
                                  -------------
  
                                3232 MCKINNEY AVENUE
                                     SUITE 900
                                DALLAS, TEXAS 75204
                                   (214) 953-7552
           (Address, including zip code, of principal executive offices)
  
                                  -------------
  
                     WARRANTS ISSUED TO DIRECTORS AND OFFICERS
                              (Full title of the Plan)
  
                                  -------------
                                 ED H. BOWMAN, JR.
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                F.Y.I. INCORPORATED
                          3232 MCKINNEY AVENUE, SUITE 900
                                DALLAS, TEXAS 75204
                                   (214) 953-7552
                       (Name, address, and telephone number,
                     including area code, of agent for service)
  
                                  -------------
  
                                   COPIES TO:
  
  CHRISTOPHER T. JENSEN, ESQ.                  MARGOT T. LEBENBERG, ESQ.
  MORGAN, LEWIS & BOCKIUS LLP       VICE PRESIDENT, SECRETARY  AND GENERAL COUNSEL
       101 PARK AVENUE                            F.Y.I. INCORPORATED
   NEW YORK, NEW YORK 10178                       3232 MCKINNEY AVENUE
       (212) 309-6000                                 SUITE 900
                                                   DALLAS, TEXAS 75204
                                                     (214) 953-7552
                                  
  
                          CALCULATION OF REGISTRATION FEE
  ==================================================================================================================================
                                                                  PROPOSED               PROPOSED
                                                                   MAXIMUM                MAXIMUM
          TITLE OF SECURITIES TO           AMOUNT TO BE           OFFERING          AGGREGATE OFFERING       AMOUNT OF
              BE REGISTERED               REGISTERED (1)       PRICE PER SHARE             PRICE         REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------------------
  Common Stock, par value $0.01 per     115,000 shares         $  10.00 (2)             $  1,150,000.00         $   348.48
  share                                 50,000 shares          $  20.00 (2)             $  1,000,000.00         $   303.03
                                        100,000 shares         $  21.00 (2)             $  2,100,000.00         $   636.36
                                                                                                         Total: $ 1,287.87
                                                                                                                          
  ==================================================================================================================================
  (1)    Pursuant to Rule 416(a), the number of shares being registered shall be
         adjusted to include any additional shares which may become issuable as a
         result of stock splits, stock dividends, or similar transactions in
         accordance with the anti-dilution provisions of the warrants granted to
         the warrantholders.
  (2)    Computed pursuant to Rule 457 for the purpose of calculating the
         registration fee, based upon the price at which outstanding warrants may
         be exercised.
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.   PLAN INFORMATION.*
  
  ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
     *Information required by Part I to be contained in the Section 10(a)
      prospectus is omitted from this Registration Statement in accordance with
      Rule 428 under the Securities Act of 1933, as amended, and the introductory
      Note to Part I of Form S-8.
  3
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
  
     The following documents filed with the Securities and Exchange Commission
  (the "Commission") by F.Y.I. Incorporated, a Delaware corporation (the
  "Company"), are incorporated herein by reference:
  
     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1996, filed with the Commission on March 11, 1997;
  
     (b)  The Company's Current Report on Form 8-K, filed with the Commission on
  April 9, 1997; and
  
     (c)   The description of the Company's Common Stock, registered under the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), contained in
  the Company's Registration Statement on Form S-1 (Registration No. 33-98608)
  and incorporated by reference in the Company's Registration Statement on Form
  8-A (File No. 0-27444), including any amendments or reports filed for the
  purpose of updating such description.
  
     In addition, all reports and other documents subsequently filed by the
  Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
  prior to the filing of a post-effective amendment which indicates that all
  securities offered have been sold or which deregisters all securities then
  remaining unsold, shall be deemed to be incorporated by reference herein and to
  be a part hereof from the date of filing of such reports and documents.
  
     Any statement contained herein, or in a document, all or a portion of which
  is incorporated or deemed to be incorporated by reference herein, shall be
  deemed to be modified or superseded for purposes of this Registration Statement
  to the extent that a statement contained herein or in any other subsequently
  filed document which also is or is deemed to be incorporated by reference
  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.
  
     Not applicable.
  
                                        II-1
  4
  ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
     The Company's By-Laws provide that the Company shall, to the fullest extent
  permitted by Section 145 of the General Corporation Law of the State of
  Delaware, as amended from time to time, indemnify all persons whom it may
  indemnify pursuant thereto.
  
     Section 145 of the General Corporation Law of the State of Delaware, as
  amended, permits a corporation, under specified circumstances, to indemnify its
  directors, officers, employees or agents against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlements actually and reasonably
  incurred by them in connection with any action, suit or proceeding brought by
  third parties by reason of the fact that they were or are directors, officers,
  employees or agents of the corporation, if such directors, officers, employees
  or agents acted in good faith and in a manner they reasonably believed to be in
  or not opposed to the best interests of the corporation and, with respect to
  any criminal action or proceeding, had no reason to believe their conduct was
  unlawful.  In an action by or in the right of the corporation, indemnification
  may be made only for expenses actually and reasonably incurred by directors,
  officers, employees or agents in connection with the defense or settlement of
  an action or suit, and only with respect to a matter as to which they shall
  have acted in good faith and in a manner they reasonably believed to be in or
  not opposed to the best interest of the corporation, except that no
  indemnification shall be made if such person shall have been adjudged liable to
  the corporation, unless and only to the extent that the court in which the
  action or suit was brought shall determine upon application that the defendant
  directors, officers, employees or agents are fairly and reasonably entitled to
  indemnify for such expenses despite such adjudication of liability.
  
     Article Seven of the Company's Amended and Restated Certificate of
  Incorporation provides that the Company's directors will not be personally
  liable to the Company or its stockholders for monetary damages resulting from
  breaches of their fiduciary duty as directors except (a) for any breach of the
  duty of loyalty to the Company or its stockholders, (b) for acts or omissions
  not in good faith or which involve intentional misconduct or a knowing
  violation of law, (c) under Section 174 of the General Corporation Law of the
  State of Delaware, as amended, which makes directors liable for unlawful
  dividends or unlawful stock repurchases or redemptions or (d) for transactions
  from which directors derive improper personal benefit.
  
  ITEM 7.   EXEMPTION FROM REGISTRATION.
  
     Not applicable.
  
  ITEM 8.     EXHIBITS.
  
     Exhibit       Description
  
      4.1          Amended and Restated Certificate of Incorporation of the
                   Company (Incorporated by reference to Exhibit 3.1 to the
                   Company's Registration Statement on Form S-1 (Registration No.
                   33-98608))
  
      4.2          By-Laws of the Company (Incorporated by reference to Exhibit
                   3.2 to the Company's Registration Statement on Form S-1
                   (Registration No. 33-98608))
  
      4.3          Form of certificate evidencing ownership of Common Stock of
                   the Company (Incorporated by reference to Exhibit 4.2 to the
                   Company's Registration Statement on Form S-1 (Registration No.
                   33-98608))
  
                                        II-2
  5
      4.4          Amended and Restated Warrant issued to Ed H. Bowman, Jr. dated
                   November 16, 1995, as amended and restated as of March 31,
                   1997 (Incorporated by reference to Exhibit 10.26 to the
                   Registrant's Current Report on Form 8-K filed on April 9, 1997)
  
      4.5          Amended and Restated Warrant issued to Timothy J. Barker dated
                   November 16, 1995, as amended and restated as of March 31,
                   1997 (Incorporated by reference to Exhibit 10.28 to the
                   Registrant's Current Report on Form 8-K filed on April 9, 1997)
  
      4.6          Amended and Restated Warrant issued to Ed H. Bowman, Jr. dated
                   May 21, 1996, as amended and restated as of March 31, 1997
                   (Incorporated by reference to Exhibit 10.27 to the
                   Registrant's Current Report on Form 8-K filed on April 9, 1997)
  
       4.7         Amended and Restated Employment Agreement between F.Y.I.
                   Incorporated and Ed H.  Bowman, Jr. (Incorporated by reference
                   to Exhibit 10.25 to the Registrant's Current Report on Form 8-K
                   filed on April 9, 1997)
  
      5            Opinion of Morgan, Lewis & Bockius LLP
  
      23.1         Consent of Arthur Andersen LLP
  
      23.2         Consent of Elko, Fischer, McCabe & Rudman, Ltd.
  
      23.3         Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5)
  
      24           Powers of Attorney (included on signature pages hereof)
  
  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 this 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 this 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 end of the
                   estimated maximum offering range may be reflected in the form
                   of prospectus filed with the Commission pursuant to Rule
                   424(b) of the Securities Act if, in the aggregate, the changes
                   in volume and price represent no more than a 20% change in the
                   maximum aggregate offering price set forth in the "Calculation
                   of Registration Fee" table in the effective registration
                   statement; and
  
                   (iii) To include any material information with respect to the
                   plan of distribution not previously disclosed in this
                   Registration Statement or any material change to such
                   information in this Registration Statement;
  
                                        II-3
  6
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
  if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
  information required to be included in a post- effective amendment by those
  paragraphs is contained in periodic reports filed by the Company pursuant to
  Section 13 or Section 15(d) of the Exchange Act that are incorporated by
  reference in this 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 Company'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 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.
  
                   (h)  Insofar as indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and controlling
  persons of the Company 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 Act and is,
  therefore, unenforceable.  In the event that a claim for indemnification
  against such liabilities (other than the payment by the Company of expenses
  incurred or paid by a director, officer or controlling person of the Company 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 it is against public
  policy as expressed in the Act and will be governed by the final adjudication
  of such issue.
  
                                        II-4
  7
                                     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 Dallas, Texas on May 9, 1997.
  
                                       F.Y.I. INCORPORATED
                               
                               
                                       By: /s/ Ed H. Bowman, Jr.
                                           ---------------------
                                           Ed H. Bowman, Jr.
                                           President and Chief Executive Officer
                               
                                POWERS OF ATTORNEY
                                   
        Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date or dates indicated.  Each person whose signature
  appears below hereby authorizes and constitutes Ed H. Bowman, Jr. and Margot T.
  Lebenberg, and each of them singly, his true and lawful attorneys-in-fact with
  full power of substitution and resubstitution, for him and in his name, place
  and stead, in any and all capacities (including his capacity as a director
  and/or officer of F.Y.I. Incorporated) to sign and file any and all amendments
  (including post-effective amendments) to this Registration Statement with all
  exhibits thereto, and other documents in connection therewith with the
  Securities and Exchange Commission, and he hereby ratifies and confirms all
  that said attorneys-in-fact or any of them, or their or his substitutes, may
  lawfully do or cause to be done by virtue hereof.
  Signature                            Title                                                    Date
  ---------                            -----                                                    ----
  /s/ Thomas C. Walker                 Chairman of the Board                                    May 9, 1997
  ---------------------                and Chief Development Officer
  Thomas C. Walker                     
  
  /s/ Ed H. Bowman, Jr.                Director, President and                                  May 9, 1997
  ---------------------                Chief Executive Officer      
  Ed H. Bowman, Jr.                    (Principal Executive Officer)
                                                                    
  
  /s/ David Lowenstein                 Director, Executive Vice President                       May 9, 1997
  ---------------------                and Chief Financial Officer  
  David Lowenstein                     (Principal Financial Officer)
                                                                    
  
  /s/ Timothy J. Barker                Vice President and Chief Accounting                      May 9, 1997
  ---------------------                Officer (Principal Accounting Officer)                                                     
  Timothy J. Barker
  II-5
  8
  /s/ Donald F. Moorehead              Director                                                 May 9, 1997
  ------------------------- 
  Donald F. Moorehead
  
  /s/ G. Michael Bellenghi             Director                                                 May 9, 1997
  ------------------------- 
  G. Michael Bellenghi
  
  /s/ Jerry F. Leonard, Jr.            Director                                                 May 9, 1997
  -------------------------                                                                                
  Jerry F. Leonard, Jr.
  
  /s/ Greg Melanson                    Director                                                 May 9, 1997
  ------------------------- 
  Greg Melanson
  
  /s/ Jonathan B. Shaw                 Director                                                 May 9, 1997
  ------------------------- 
  Jonathan B. Shaw
  
  /s/ Michael J. Bradley               Director                                                 May 9, 1997
  ------------------------- 
  Michael J. Bradley
  
  /s/ Hon. Edward M. Rowell            Director                                                 May 9, 1997
  ------------------------- 
  Hon. Edward M. Rowell
  II-6
  9
                                   EXHIBIT INDEX
  
                                                                      
                                                                      
  Exhibit                      Description                            
  -------                      -----------                            
  
  4.1         Amended and Restated Certificate of Incorporation of the Company
              (incorporated by reference to Exhibit 3.1 to the Company's
              Registration Statement on Form S-1 (Registration No. 33-98608))
  
  4.2         By-Laws of the Company (Incorporated by reference to Exhibit 3.2 to
              the Company's Registration Statement on Form S-1 (Registration No.
              33-98608))
  
  4.3         Form of certificate evidencing ownership of Common Stock of the
              Company (incorporated by reference to Exhibit 4.2 to the Company's
              Registration Statement on Form S-1 (Registration No. 33-98608))
  
  4.4         Amended and Restated Warrant issued to Ed H. Bowman, Jr. dated
              November 16, 1995, as amended and restated as of March 31, 1997
              (Incorporated by reference to Exhibit 10.26 to the Registrant's
              Current Report on Form 8-K filed on April 9, 1997)
  
  4.5         Amended and Restated Warrant issued to Timothy J. Barker dated
              November 16, 1995, as amended and restated as of March 31, 1997
              (Incorporated by reference to Exhibit 10.28 to the Registrant's
              Current Report on Form 8-K filed on April 9, 1997)
  
  4.6         Amended and Restated Warrant issued to Ed H. Bowman, Jr. dated May
              21, 1996, as amended and restated as of March 31, 1997
              (Incorporated by reference to Exhibit 10.27 to the Registrant's
              Current Report on Form 8-K filed on April 9, 1997)
  
  4.7         Amended and Restated Employment Agreement between F.Y.I.
              Incorporated and Ed H. Bowman, Jr. (Incorporated by reference to
              Exhibit 10.25 to the Registrant's Current Report on Form 8-K filed
              on April 9, 1997)
  
  5           Opinion of Morgan, Lewis & Bockius LLP
  
  23.1        Consent of Arthur Andersen LLP
  
  23.2        Consent of Elko, Fischer, McCabe & Rudman, Ltd.
  
  23.3        Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5)
  
  24          Powers of Attorney (included on signature pages hereof)
  
                                        II-7