content: <PAGE>   1
            As filed with the Securities and Exchange Commission on July 28, 1997.
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                  ------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                  ------------
  
                             THE MORNINGSTAR GROUP INC.
             (Exact Name of Registrant as Specified in Its Charter)
  
              DELAWARE                                        75-2217488
    (State or Other Jurisdiction                           (I.R.S. Employer
  of Incorporation or Organization)                       Identification No.)
  
  
                                                           JOSEPH B. ARMES
            5956 SHERRY LANE                               5956 SHERRY LANE
               SUITE 1500                                     SUITE 1500
        DALLAS, TEXAS 75225-6522                       DALLAS, TEXAS 75225-6522
     (Address, Including Zip Code,                          (214) 360-4700
       of Registrant's Principal                   (Name, Address, Including Zip 
           Executive Offices)                        Code, and Telephone Number, 
                                                       Including Area Code, of
                                                          Agent for Service)
  
  
  
                             THE MORNINGSTAR GROUP INC.
                          1994 INCENTIVE AND NONSTATUTORY
                                 STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ===========================================================================================================================
                                                             Proposed Maximum        Proposed Maximum
          Title of Securities            Amount to be         Offering Price             Aggregate               Amount of
         to be Registered (1)           Registered (1)         Per Share (2)        Offering Price (2)       Registration Fee
  ---------------------------------------------------------------------------------------------------------------------------
            <S>                        <C>                        <C>                   <C>                     <C>
             Common Stock,             2,690,000 Shares           $33.44                $89,953,600             $27,258.67
            $.01 Par Value
  ===========================================================================================================================
  </TABLE>
  
  
  (1)      This Registration Statement relates to 2,690,000 shares of common
           stock, $.01 par value per share ("Common Stock"), of The Morningstar
           Group Inc. (the "Registrant") which may become issuable under The
           Morningstar Group Inc. 1994 Incentive and Nonstatutory Stock Option
           Plan.  Pursuant to Rule 416(a) promulgated under the Securities Act of
           1933, as amended (the "Securities Act"), there is also being
           registered an indeterminate number of additional shares of Common
           Stock as may become issuable as a result of stock splits, stock
           dividends or similar transactions.
  
  (2)      In accordance with sections (c) and (h)(1) of Rule 457 promulgated
           under the Securities Act, calculated on the basis of the average of
           the high and low prices of the Common Stock as reported on the NASDAQ
           Stock Market on July 23, 1997.
  ================================================================================
  <PAGE>   2
                        DOCUMENTS INCORPORATED BY REFERENCE
  
           The contents of the Registration Statement of The Morningstar Group
  Inc. (the "Registrant") on Form S-8 (File No. 33-53975) filed with the
  Securities and Exchange Commission on June 3, 1994, including the documents
  incorporated by reference therein, are incorporated by reference into this
  Registration Statement.
  
                                 AMENDMENTS TO PLAN
  
           On April 4, 1996, the Board of Directors of the Registrant adopted a
  proposal to amend the Registrant's 1994 Incentive and Nonstatutory Stock Option
  Plan (the "Plan") to (i) increase from 250,000 to 1,440,000 the aggregate
  number of shares of the Registrant's common stock, par value $.01 per share
  ("Common Stock"), reserved for issuance under the Plan and (ii) increase from
  225,000 to 400,000 the maximum number of shares of Common Stock with respect to
  which options may be granted under the Plan to a key employee or other eligible
  person.  The amendment was approved by the stockholders of the Registrant on
  May 22, 1996.
  
           On February 7, 1997, the Board of Directors of the Registrant adopted
  a proposal to amend the Plan to (i) increase from 1,440,000 to 2,940,000 the
  aggregate number of shares of Common Stock reserved for issuance under the Plan
  and (ii) increase from 400,000 to 850,000 the maximum number of shares of
  Common Stock with respect to which options may be granted under the Plan to a
  key employee or other eligible person.  The amendment was approved by the
  stockholders of the Registrant on April 24, 1997.
  
                       INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           Joseph B. Armes, General Counsel of the Registrant, owns beneficially
  37,000 shares of Common Stock of the Registrant (representing presently
  exercisable options to purchase 37,000 shares of Common Stock of the
  Registrant).
  
                                      EXHIBITS
  
           The following documents are filed as exhibits to this Registration
  Statement:
  
           4.1     Amendment No. 1 to The Morningstar Group Inc. 1994 Incentive
                   and Nonstatutory Stock Option Plan. (Incorporated by
                   reference to Exhibit 10(p) to the Registrant's Annual Report
                   on Form 10-K for the fiscal year ended December 31, 1996.)*
  
           4.2     Amendment No. 2 to The Morningstar Group Inc. 1994 Incentive
                   and Nonstatutory Stock Option Plan.**
  
  
  
  
  
                                         1
  <PAGE>   3
  
  
  
  
  
           5.      Opinion of Joseph B. Armes, General Counsel of the Registrant,
                   as to the validity of the issuance of the shares of Common
                   Stock registered hereby.**
  
           23.1    Consent of Arthur Andersen LLP.**
  
           23.2    Consent of Joseph B. Armes, General Counsel of the Registrant
                   (included in Exhibit 5).
  
           24.     Power of Attorney (see signature page(s) of this Registration
                   Statement).
  
           -------------------------
  
           *       Incorporated by reference as indicated.
  
           **      Filed herewith.
  
  
  
  
  
                                         2
  <PAGE>   4
  
  
  
  
  
                                     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, State of Texas, on this 28th day of
  July, 1997.
  
                                          THE MORNINGSTAR GROUP INC.
  
  
  
                                          By: /s/ JOSEPH B. ARMES
                                             -------------------------------------
                                                  Joseph B. Armes
                                                  Vice President and General 
                                                  Counsel
  
           Each person whose signature to this Registration Statement appears
  below hereby appoints C. Dean Metropoulos, L. Hollis Jones, Darron K. Ash and
  Joseph B. Armes, and each of them, as his attorney-in-fact to sign on his
  behalf individually and in the capacity stated below and to file all
  post-effective amendments to this Registration Statement, which amendments may
  make such changes in and additions to this Registration Statement as such
  attorney-in-fact may deem necessary or appropriate.
  
           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 dates indicated.
  
  <TABLE>
  <CAPTION>
                    SIGNATURE                                     TITLE                            DATE
  <S>                                            <C>                                           <C>
           /s/ C. DEAN METROPOULOS               Chairman of the Board of Directors and        July 28, 1997
  -----------------------------------------      Chief Executive Officer (Principal
               C. Dean Metropoulos               Executive Officer)                
                                                                                   
  
             /s/ L. HOLLIS JONES                 President, Chief Operating Officer and        July 24, 1997
  -----------------------------------------      Director
                 L. Hollis Jones                        
  
  
              /s/ DARRON K. ASH                  Vice President and Chief Financial            July 28, 1997
  -----------------------------------------      Officer (Principal Financial and
                  Darron K. Ash                  Accounting Officer)             
                                                                                 
  
              /s/ JOHN R. MUSE                                  Director                       July 28, 1997
  -----------------------------------------
                   John R. Muse
  
  
              /s/ JIM L. TURNER                                 Director                       July 28, 1997
  -----------------------------------------
                  Jim L. Turner
  
  
             /s/ CHARLES W. TATE                                Director                       July 28, 1997
  -----------------------------------------
                 Charles W. Tate
  </TABLE>
  
  
  
  
  
  <PAGE>   5
  
  
  
  
  
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  Exhibit
    No.          Description
  -------        -----------
   <S>           <C>
   4.1           Amendment No. 1 to The Morningstar Group Inc. 1994 Incentive and
                 Nonstatutory Stock Option Plan. (Incorporated by reference to
                 Exhibit 10(p) to the Registrant's Annual Report on Form 10-K for
                 the fiscal year ended December 31, 1996.)*
  
   4.2           Amendment No. 2 to The Morningstar Group Inc. 1994 Incentive and
                 Nonstatutory Stock Option Plan.**
  
   5.            Opinion of Joseph B. Armes, General Counsel of the Registrant,
                 as to the validity of the issuance of the shares of Common Stock
                 registered hereby.**
  
   23.1          Consent of Arthur Andersen LLP.**
  
   23.2          Consent of Joseph B. Armes, General Counsel of the Registrant
                 (included in Exhibit 5).
  
   24.           Power of Attorney (see signature page(s) of this Registration
                 Statement).
  </TABLE>
  
  --------------------
  
  *    Incorporated by reference as indicated.
  
  **   Filed herewith.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 11544}]
metadata_filer: {"company-data": {"conformed-name": "MORNINGSTAR GROUP INC", "cik": "0000832768", "assigned-sic": "2020", "irs-number": "752217488", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32217", "film-number": "97646392"}, "business-address": {"street1": "5956 SHERRY LN", "street2": "STE 1800", "city": "DALLAS", "state": "TX", "zip": "75225", "phone": "2143604777"}, "mail-address": {"street1": "5956 SHERRY LN STE 1800", "city": "DALLAS", "state": "TX", "zip": "75225"}, "former-company": {"former-conformed-name": "MORNINGSTAR FOODS INC", "date-changed": "19910813"}}
text: 1
            As filed with the Securities and Exchange Commission on July 28, 1997.
                                                        Registration No. 333-_____
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                  ------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                                  ------------
  
                             THE MORNINGSTAR GROUP INC.
             (Exact Name of Registrant as Specified in Its Charter)
  
              DELAWARE                                        75-2217488
    (State or Other Jurisdiction                           (I.R.S. Employer
  of Incorporation or Organization)                       Identification No.)
  
                                                           JOSEPH B. ARMES
            5956 SHERRY LANE                               5956 SHERRY LANE
               SUITE 1500                                     SUITE 1500
        DALLAS, TEXAS 75225-6522                       DALLAS, TEXAS 75225-6522
     (Address, Including Zip Code,                          (214) 360-4700
       of Registrant's Principal                   (Name, Address, Including Zip 
           Executive Offices)                        Code, and Telephone Number, 
                                                       Including Area Code, of
                                                          Agent for Service)
  
                             THE MORNINGSTAR GROUP INC.
                          1994 INCENTIVE AND NONSTATUTORY
                                 STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                          CALCULATION OF REGISTRATION FEE
  ===========================================================================================================================
                                                             Proposed Maximum        Proposed Maximum
          Title of Securities            Amount to be         Offering Price             Aggregate               Amount of
         to be Registered (1)           Registered (1)         Per Share (2)        Offering Price (2)       Registration Fee
  ---------------------------------------------------------------------------------------------------------------------------
  Common Stock,             2,690,000 Shares           $33.44                $89,953,600             $27,258.67
            $.01 Par Value
  ===========================================================================================================================
  (1)      This Registration Statement relates to 2,690,000 shares of common
           stock, $.01 par value per share ("Common Stock"), of The Morningstar
           Group Inc. (the "Registrant") which may become issuable under The
           Morningstar Group Inc. 1994 Incentive and Nonstatutory Stock Option
           Plan.  Pursuant to Rule 416(a) promulgated under the Securities Act of
           1933, as amended (the "Securities Act"), there is also being
           registered an indeterminate number of additional shares of Common
           Stock as may become issuable as a result of stock splits, stock
           dividends or similar transactions.
  
  (2)      In accordance with sections (c) and (h)(1) of Rule 457 promulgated
           under the Securities Act, calculated on the basis of the average of
           the high and low prices of the Common Stock as reported on the NASDAQ
           Stock Market on July 23, 1997.
  ================================================================================
  2
                        DOCUMENTS INCORPORATED BY REFERENCE
  
           The contents of the Registration Statement of The Morningstar Group
  Inc. (the "Registrant") on Form S-8 (File No. 33-53975) filed with the
  Securities and Exchange Commission on June 3, 1994, including the documents
  incorporated by reference therein, are incorporated by reference into this
  Registration Statement.
  
                                 AMENDMENTS TO PLAN
  
           On April 4, 1996, the Board of Directors of the Registrant adopted a
  proposal to amend the Registrant's 1994 Incentive and Nonstatutory Stock Option
  Plan (the "Plan") to (i) increase from 250,000 to 1,440,000 the aggregate
  number of shares of the Registrant's common stock, par value $.01 per share
  ("Common Stock"), reserved for issuance under the Plan and (ii) increase from
  225,000 to 400,000 the maximum number of shares of Common Stock with respect to
  which options may be granted under the Plan to a key employee or other eligible
  person.  The amendment was approved by the stockholders of the Registrant on
  May 22, 1996.
  
           On February 7, 1997, the Board of Directors of the Registrant adopted
  a proposal to amend the Plan to (i) increase from 1,440,000 to 2,940,000 the
  aggregate number of shares of Common Stock reserved for issuance under the Plan
  and (ii) increase from 400,000 to 850,000 the maximum number of shares of
  Common Stock with respect to which options may be granted under the Plan to a
  key employee or other eligible person.  The amendment was approved by the
  stockholders of the Registrant on April 24, 1997.
  
                       INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           Joseph B. Armes, General Counsel of the Registrant, owns beneficially
  37,000 shares of Common Stock of the Registrant (representing presently
  exercisable options to purchase 37,000 shares of Common Stock of the
  Registrant).
  
                                      EXHIBITS
  
           The following documents are filed as exhibits to this Registration
  Statement:
  
           4.1     Amendment No. 1 to The Morningstar Group Inc. 1994 Incentive
                   and Nonstatutory Stock Option Plan. (Incorporated by
                   reference to Exhibit 10(p) to the Registrant's Annual Report
                   on Form 10-K for the fiscal year ended December 31, 1996.)*
  
           4.2     Amendment No. 2 to The Morningstar Group Inc. 1994 Incentive
                   and Nonstatutory Stock Option Plan.**
  
                                         1
  3
  
           5.      Opinion of Joseph B. Armes, General Counsel of the Registrant,
                   as to the validity of the issuance of the shares of Common
                   Stock registered hereby.**
  
           23.1    Consent of Arthur Andersen LLP.**
  
           23.2    Consent of Joseph B. Armes, General Counsel of the Registrant
                   (included in Exhibit 5).
  
           24.     Power of Attorney (see signature page(s) of this Registration
                   Statement).
  
           -------------------------
  
           *       Incorporated by reference as indicated.
  
           **      Filed herewith.
  
                                         2
  4
  
                                     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, State of Texas, on this 28th day of
  July, 1997.
  
                                          THE MORNINGSTAR GROUP INC.
  
                                          By: /s/ JOSEPH B. ARMES
                                             -------------------------------------
                                                  Joseph B. Armes
                                                  Vice President and General 
                                                  Counsel
  
           Each person whose signature to this Registration Statement appears
  below hereby appoints C. Dean Metropoulos, L. Hollis Jones, Darron K. Ash and
  Joseph B. Armes, and each of them, as his attorney-in-fact to sign on his
  behalf individually and in the capacity stated below and to file all
  post-effective amendments to this Registration Statement, which amendments may
  make such changes in and additions to this Registration Statement as such
  attorney-in-fact may deem necessary or appropriate.
  
           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 dates indicated.
  SIGNATURE                                     TITLE                            DATE
  /s/ C. DEAN METROPOULOS               Chairman of the Board of Directors and        July 28, 1997
  -----------------------------------------      Chief Executive Officer (Principal
               C. Dean Metropoulos               Executive Officer)                
                                                                                   
  
             /s/ L. HOLLIS JONES                 President, Chief Operating Officer and        July 24, 1997
  -----------------------------------------      Director
                 L. Hollis Jones                        
  
              /s/ DARRON K. ASH                  Vice President and Chief Financial            July 28, 1997
  -----------------------------------------      Officer (Principal Financial and
                  Darron K. Ash                  Accounting Officer)             
                                                                                 
  
              /s/ JOHN R. MUSE                                  Director                       July 28, 1997
  -----------------------------------------
                   John R. Muse
  
              /s/ JIM L. TURNER                                 Director                       July 28, 1997
  -----------------------------------------
                  Jim L. Turner
  
             /s/ CHARLES W. TATE                                Director                       July 28, 1997
  -----------------------------------------
                 Charles W. Tate
  5
  
                                   EXHIBIT INDEX
  Exhibit
    No.          Description
  -------        -----------
  4.1           Amendment No. 1 to The Morningstar Group Inc. 1994 Incentive and
                 Nonstatutory Stock Option Plan. (Incorporated by reference to
                 Exhibit 10(p) to the Registrant's Annual Report on Form 10-K for
                 the fiscal year ended December 31, 1996.)*
  
   4.2           Amendment No. 2 to The Morningstar Group Inc. 1994 Incentive and
                 Nonstatutory Stock Option Plan.**
  
   5.            Opinion of Joseph B. Armes, General Counsel of the Registrant,
                 as to the validity of the issuance of the shares of Common Stock
                 registered hereby.**
  
   23.1          Consent of Arthur Andersen LLP.**
  
   23.2          Consent of Joseph B. Armes, General Counsel of the Registrant
                 (included in Exhibit 5).
  
   24.           Power of Attorney (see signature page(s) of this Registration
                 Statement).
  --------------------
  
  *    Incorporated by reference as indicated.
  
  **   Filed herewith.