content: <PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 1998
                                                             REGISTRATION NO. 333-
  
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
  
  
  
  
                               WASHINGTON, D.C. 20549
  
  
  
  
                                      FORM S-8
                           -------------------------------
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
  
  
                                    AMRESCO, INC.
                           -------------------------------
               (Exact name of registrant as specified in its charter)
  
              DELAWARE                                            59-1781257
  (State or other jurisdiction of                               (IRS Employer
   incorporation or organization)                             Identification No.)
  
                         700 NORTH PEARL STREET, SUITE 2400,
                              LB 342, DALLAS, TX 75201
                 (Address of Principal Executive Offices) (Zip Code)
  
                   AMRESCO, INC. 1998 STOCK OPTION AND AWARD PLAN
                              (Full title of the plan)
  
                                 L. KEITH BLACKWELL
                SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                    AMRESCO, INC.
                         700 NORTH PEARL STREET, SUITE 2400,
                              LB 342, DALLAS, TX 75201
                       (Name and address of agent for service)
                                   (214) 953-7700
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =================================  =================== ====================== =========================== ==========================
         TITLE OF SECURITIES            AMOUNT TO BE        PROPOSED MAXIMUM         PROPOSED MAXIMUM               AMOUNT OF
          TO BE REGISTERED               REGISTERED        OFFERING PRICE PER       AGGREGATE OFFERING             REGISTRATION
                                                               SHARE (1)                   PRICE                        FEE
  <S>                                <C>                 <C>                    <C>                         <C>
  ---------------------------------  ------------------- ---------------------- --------------------------- --------------------------
  Common Stock, 0.05 par value            1,352,600             $29.9688                $40,535,798                  $11,959
  
  ---------------------------------  ------------------- ---------------------- --------------------------- --------------------------
  Common Stock, $.05 par value            1,647,400             $19.7500                $32,536,150                  $ 9,599
  
  ---------------------------------  ------------------- ---------------------- --------------------------- --------------------------
       Total                              3,000,000                                     $73,071,948                  $21,558
  
  =================================  =================== ====================== =========================== ==========================
  </TABLE>
  
           (1) Determined in accordance with Rule 457(h), the registration fee is
  based on the average option price per share for shares presently subject to
  options and, for those shares not presently subject to options, on the average
  of the high and low prices of the Registrant's Common Stock reported on the
  Nasdaq National Market on August 21, 1998.
  
  ================================================================================
  
  <PAGE>   2
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by AMRESCO, INC. (the "Company") with the
  Securities and Exchange Commission (the "Commission") are incorporated herein by
  reference:
  
           (a) The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1997 (filed March 27, 1998; File No. 001-11599).
  
           (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1998 (filed May 5, 1998; File No. 001-11599).
  
           (c) The Company's Quarterly Report on Form 10-Q for the quarter ended
  June 30, 1998 (filed August 14, 1998; File No. 001-11599).
  
           (d) The Company's Current Report on Form 8-K dated August 19, 1998
  (filed August 21, 1998; File No. 001-11599).
  
           (e) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
  of the fiscal year covered by the document incorporated pursuant to (a) above.
  
           (f) The description of the common stock, $.05 par value per share (the
  "Common Stock"), of the Company which is contained in the Company's Registration
  Statement on Form 8-A dated May 28, 1997 (filed May 30, 1997; File No.
  000-08630) filed under Section 12 of the Exchange Act, including any amendment
  or report filed for the purpose of updating such description.
  
           All 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
  the filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           The legality of the shares of Common Stock being registered hereby has
  been passed upon for the Company by L. Keith Blackwell, General Counsel of the
  Company. As of July 28, 1998, Mr. Blackwell owned beneficially 32,295 shares of
  Common Stock (excluding 12,265 unvested shares allocated under the Company's
  restricted stock plan) and held options to purchase 213,275 shares of Common
  Stock.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's Restated Certificate of Incorporation, as amended (the
  "Certificate"), and the Company's Amended and Restated Bylaws (the "Bylaws")
  provide that the Company shall indemnify, to the full extent permitted by law,
  any person against liabilities arising from their service as directors,
  officers, employees or agents of the
  
                                        II-1
  
  <PAGE>   3
  
  
  
  Company. Section 145 of the DGCL empowers a corporation to indemnify any person
  who was or is a party or is threatened to be made a party to any threatened,
  pending or completed action, suit or proceeding, whether civil, criminal,
  administrative or investigative (other than an action by or in the right of the
  corporation) by reason of the fact that he is or was a director, officer,
  employee or agent of the corporation or is or was serving at the request of the
  corporation as a director, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise, against expenses
  (including attorney's fees), judgments, fines and amounts paid in settlement
  actually and reasonably incurred by him in connection with such action, suit or
  proceeding if he acted in good faith and in a manner he 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 reasonable cause to believe
  his conduct was unlawful.
  
           Section 145 also empowers a corporation to indemnify any person who was
  or is a party or is threatened to be made a party to any threatened, pending or
  completed action or suit by or in the right of the corporation to procure a
  judgment in its favor by reason of the fact that such person acted in any of the
  capacities set forth above, against expenses (including attorney's fees)
  actually and reasonably incurred by him in connection with the defense or
  settlement of such action or suit if he acted under similar standards, except
  that no indemnification may be made in respect of any claim, issue or matter as
  to which such person shall have been adjudged to be liable to the corporation
  unless, and only to the extent that, the Court of Chancery or the court in which
  such action was brought shall determine that despite the adjudication of
  liability such person is fairly and reasonably entitled to indemnify for such
  expenses which the court shall deem proper.
  
           Section 145 further provides that indemnification provided for by
  Section 145 shall not be deemed exclusive of any other rights to which the
  indemnified party may be entitled, and that the corporation is empowered to
  purchase and maintain insurance on behalf of a director or officer of the
  corporation against any liability asserted against him and incurred by him in
  any such capacity, or arising out of his status as such, whether or not the
  corporation would have the power to indemnify him against such liabilities under
  Section 145.
  
           The Certificate and the Bylaws provide that no director of the Company
  shall be personally liable to the Company or its stockholders for monetary
  damages for breach of fiduciary duty as a director, except for liability (i) for
  any breach of the director's duty of loyalty to the Company or its stockholders,
  (ii) for acts or omissions not in good faith or which involve intentional
  misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or
  (iv) for any transaction from which the director derived an improper personal
  benefit. Any repeal or modification of this provision related to director's
  liability shall not adversely affect any right or protection of a director of
  the Company existing immediately prior to such repeal or modification. Further,
  if the DGCL shall be repealed or modified, the elimination of liability of a
  director provided in the Certificate and the Bylaws shall be to the fullest
  extent permitted by the DGCL as so amended.
  
           The Company maintains insurance for its officers and directors which
  provides for indemnification of officers and directors. The premiums for such
  insurance are paid by the Company.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  4.1      The Company's Restated Certificate of Incorporation, filed as Exhibit
           3(a) to the Company's Annual Report on Form 10-K for the fiscal year
           ended December 31, 1997, which exhibit is incorporated herein by
           reference.
  
  
  
                                        II-2
  
  <PAGE>   4
  
  
  
  4.2      The Company's Amended and Restated Bylaws effective as of February 25,
           1997, filed as Exhibit 3(b) to the Company's Annual Report on Form 10-K
           for the fiscal year ended December 31, 1996, which exhibit is
           incorporated herein by reference.
  
  4.3      AMRESCO, INC. 1998 Stock Option and Award Plan, filed as Exhibit 10 to
           the Company's Quarterly Report on Form 10-Q for the quarter ended June
           30, 1998, which exhibit is incorporated herein by reference.
  
  5.1*     Opinion of L. Keith Blackwell, General Counsel of the Company.
  
  23.1*    Consent of L. Keith Blackwell, contained in the opinion filed as
           Exhibit 5.1.
  
  23.2*    Consent of Deloitte & Touche LLP.
  
  24.1*    Power of Attorney of the Directors and certain Executive Officers of
           the Company (contained on page II-5).
  
  *Filed herewith.
  
  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 of
                                      1933;
  
                             (ii)     To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the registration statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the registration
                                      statement. Notwithstanding the foregoing,
                                      any increase or decrease in volume of
                                      securities offered (if the total dollar
                                      value of securities offered would not exceed
                                      that which was registered) and any deviation
                                      from the low or high end of the estimated
                                      maximum offering range may be reflected in
                                      the form of prospectus filed with the
                                      Commission pursuant to Rule 424(b) if, in
                                      the aggregate, the changes in volume and
                                      price represent no more than 20% 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 the registration
                                      statement or any material change to such
                                      information in the registration statement;
  
                    provided, however, that paragraphs (a) (1) (i) and (a) (1)
                    (ii) of this section 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 with or furnished to the Commission by the registrant
                    pursuant to Section 13 or Section 15(d) of the Securities
                    Exchange Act of 1934 that are incorporated by reference in the
                    registration statement.
  
           (2)      That, for the purpose of determining any liability under the
                    Securities Act of 1933, 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.
  
                                        II-3
  
  <PAGE>   5
  
  
  
           (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 of 1933, each
  filing of the registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
  of an employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (h) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers, and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange 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
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
  
  
                                        II-4
  
  <PAGE>   6
  
  
  
                                     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 the 24th day of August,
  1998.
  
                                          AMRESCO, INC.
  
  
  
                                          By: /S/ L. KEITH BLACKWELL
                                             -------------------------------------
                                             L. Keith Blackwell
                                             Senior Vice President, General
                                             Counsel and Secretary
  
           Each person whose signature appears below does hereby make, constitute
  and appoint Robert H. Lutz, Jr., Robert L. Adair III and L. Keith Blackwell and
  each of them his true and lawful attorney with full power of substitution to
  execute, deliver and file with the Securities and Exchange Commission, for and
  on his behalf and in his capacity or capacities as stated above or below, any
  amendment (including post-effective amendments) to the Registration Statement
  with all exhibits thereto, making such changes in the Registration Statement as
  the registrant deems appropriate.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated and on the 24th day of August, 1998:
  
  <TABLE>
  <CAPTION>
                       SIGNATURE                                              TITLE
                       ---------                                              -----
  <S>                                                               <C>
  /S/ ROBERT H. LUTZ, JR.                                           Chairman of the Board and
  -----------------------------------------                         Chief Executive Officer
                  Robert H. Lutz, Jr.
  
  /S/ ROBERT L. ADAIR III                                           Director, President and
  -----------------------------------------                         Chief Operating Officer
                  Robert L. Adair III
  
  /S/ BARRY L. EDWARDS                                              Executive Vice President and
  -----------------------------------------                         Chief Financial Officer
                   Barry L. Edwards                                 (Principal Financial Officer)
  
  /S/ JAMES P. COTTON, JR.                                          Director
  -----------------------------------------
                 James P. Cotton, Jr.
  
  /S/ RICHARD L. CRAVEY                                             Director
  -----------------------------------------
                   Richard L. Cravey
  
  /S/ GERALD E. EICKHOFF                                            Director
  -----------------------------------------
                  Gerald E. Eickhoff
  
  /S/ SIDNEY E. HARRIS                                              Director
  -----------------------------------------
                   Sidney E. Harris
  
  /S/ AMY J. JORGENSEN                                              Director
  -----------------------------------------
                   Amy J. Jorgensen
  
  /S/ BRUCE W. SCHNITZER                                            Director
  -----------------------------------------
                  Bruce W. Schnitzer
  
  /S/ RONALD B. KIRKLAND                                            Vice President and Chief
  -----------------------------------------                         Accounting Officer
                  Ronald B. Kirkland                                (Principal Accounting Officer)
  </TABLE>
  
  
  
  
  
  
  
                                        II-5
  
  <PAGE>   7
  
  
  
  
  
                                    EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
     EXHIBIT NO.                               EXHIBIT
     -----------                               -------
     <S>             <C>
         4.1         The Company's Restated Certificate of Incorporation, filed as
                     Exhibit 3(a) to the Company's Annual Report on Form 10-K for
                     the fiscal year ended December 31, 1997, which exhibit is
                     incorporated herein by reference.
  
         4.2         The Company's Amended and Restated Bylaws effective as of
                     February 25, 1997, filed as Exhibit 3(b) to the Company's
                     Annual Report on Form 10-K for the fiscal year ended December
                     31, 1996, which exhibit is incorporated herein by reference.
  
         4.3         AMRESCO, INC. 1998 Stock Option and Award Plan, filed as
                     Exhibit 10 to the Company's Quarterly Report on Form 10-Q for
                     the quarter ended June 30, 1998, which exhibit is
                     incorporated herein by reference.
  
         5.1*        Opinion of L. Keith Blackwell, General Counsel of the Company.
  
        23.1*        Consent of L. Keith Blackwell, contained in the opinion filed
                     as Exhibit 5.1.
  
        23.2*        Consent of Deloitte & Touche LLP.
  
        24.1*        Power of Attorney of the Directors and certain Executive
                     Officers of the Company (contained on page II-5).
  </TABLE>
  
  ------------------------------
  *        Filed herewith.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22951}]
metadata_filer: {"company-data": {"conformed-name": "AMRESCO INC", "cik": "0000225569", "assigned-sic": "6282", "irs-number": "591781257", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62143", "film-number": "98696828"}, "business-address": {"street1": "700 N PEARL ST", "street2": "SUITE 2400 LB 342", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2149537700"}, "mail-address": {"street1": "700 N PEARL ST", "street2": "SUITE 2400 LB 342", "city": "DALLAS", "state": "TX", "zip": "75201"}, "former-company": [{"former-conformed-name": "BEI HOLDINGS LTD /DE/", "date-changed": "19920703"}, {"former-conformed-name": "LIFETIME COMMUNITIES INC", "date-changed": "19860716"}]}
text: 1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 1998
                                                             REGISTRATION NO. 333-
  
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
  
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                           -------------------------------
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                    AMRESCO, INC.
                           -------------------------------
               (Exact name of registrant as specified in its charter)
  
              DELAWARE                                            59-1781257
  (State or other jurisdiction of                               (IRS Employer
   incorporation or organization)                             Identification No.)
  
                         700 NORTH PEARL STREET, SUITE 2400,
                              LB 342, DALLAS, TX 75201
                 (Address of Principal Executive Offices) (Zip Code)
  
                   AMRESCO, INC. 1998 STOCK OPTION AND AWARD PLAN
                              (Full title of the plan)
  
                                 L. KEITH BLACKWELL
                SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                    AMRESCO, INC.
                         700 NORTH PEARL STREET, SUITE 2400,
                              LB 342, DALLAS, TX 75201
                       (Name and address of agent for service)
                                   (214) 953-7700
            (Telephone number, including area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  =================================  =================== ====================== =========================== ==========================
         TITLE OF SECURITIES            AMOUNT TO BE        PROPOSED MAXIMUM         PROPOSED MAXIMUM               AMOUNT OF
          TO BE REGISTERED               REGISTERED        OFFERING PRICE PER       AGGREGATE OFFERING             REGISTRATION
                                                               SHARE (1)                   PRICE                        FEE
  ---------------------------------  ------------------- ---------------------- --------------------------- --------------------------
  Common Stock, 0.05 par value            1,352,600             $29.9688                $40,535,798                  $11,959
  
  ---------------------------------  ------------------- ---------------------- --------------------------- --------------------------
  Common Stock, $.05 par value            1,647,400             $19.7500                $32,536,150                  $ 9,599
  
  ---------------------------------  ------------------- ---------------------- --------------------------- --------------------------
       Total                              3,000,000                                     $73,071,948                  $21,558
  
  =================================  =================== ====================== =========================== ==========================
  (1) Determined in accordance with Rule 457(h), the registration fee is
  based on the average option price per share for shares presently subject to
  options and, for those shares not presently subject to options, on the average
  of the high and low prices of the Registrant's Common Stock reported on the
  Nasdaq National Market on August 21, 1998.
  
  ================================================================================
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by AMRESCO, INC. (the "Company") with the
  Securities and Exchange Commission (the "Commission") are incorporated herein by
  reference:
  
           (a) The Company's Annual Report on Form 10-K for the fiscal year ended
  December 31, 1997 (filed March 27, 1998; File No. 001-11599).
  
           (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
  March 31, 1998 (filed May 5, 1998; File No. 001-11599).
  
           (c) The Company's Quarterly Report on Form 10-Q for the quarter ended
  June 30, 1998 (filed August 14, 1998; File No. 001-11599).
  
           (d) The Company's Current Report on Form 8-K dated August 19, 1998
  (filed August 21, 1998; File No. 001-11599).
  
           (e) All other reports filed pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
  of the fiscal year covered by the document incorporated pursuant to (a) above.
  
           (f) The description of the common stock, $.05 par value per share (the
  "Common Stock"), of the Company which is contained in the Company's Registration
  Statement on Form 8-A dated May 28, 1997 (filed May 30, 1997; File No.
  000-08630) filed under Section 12 of the Exchange Act, including any amendment
  or report filed for the purpose of updating such description.
  
           All 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
  the filing of such documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           The legality of the shares of Common Stock being registered hereby has
  been passed upon for the Company by L. Keith Blackwell, General Counsel of the
  Company. As of July 28, 1998, Mr. Blackwell owned beneficially 32,295 shares of
  Common Stock (excluding 12,265 unvested shares allocated under the Company's
  restricted stock plan) and held options to purchase 213,275 shares of Common
  Stock.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company's Restated Certificate of Incorporation, as amended (the
  "Certificate"), and the Company's Amended and Restated Bylaws (the "Bylaws")
  provide that the Company shall indemnify, to the full extent permitted by law,
  any person against liabilities arising from their service as directors,
  officers, employees or agents of the
  
                                        II-1
  3
  
  Company. Section 145 of the DGCL empowers a corporation to indemnify any person
  who was or is a party or is threatened to be made a party to any threatened,
  pending or completed action, suit or proceeding, whether civil, criminal,
  administrative or investigative (other than an action by or in the right of the
  corporation) by reason of the fact that he is or was a director, officer,
  employee or agent of the corporation or is or was serving at the request of the
  corporation as a director, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise, against expenses
  (including attorney's fees), judgments, fines and amounts paid in settlement
  actually and reasonably incurred by him in connection with such action, suit or
  proceeding if he acted in good faith and in a manner he 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 reasonable cause to believe
  his conduct was unlawful.
  
           Section 145 also empowers a corporation to indemnify any person who was
  or is a party or is threatened to be made a party to any threatened, pending or
  completed action or suit by or in the right of the corporation to procure a
  judgment in its favor by reason of the fact that such person acted in any of the
  capacities set forth above, against expenses (including attorney's fees)
  actually and reasonably incurred by him in connection with the defense or
  settlement of such action or suit if he acted under similar standards, except
  that no indemnification may be made in respect of any claim, issue or matter as
  to which such person shall have been adjudged to be liable to the corporation
  unless, and only to the extent that, the Court of Chancery or the court in which
  such action was brought shall determine that despite the adjudication of
  liability such person is fairly and reasonably entitled to indemnify for such
  expenses which the court shall deem proper.
  
           Section 145 further provides that indemnification provided for by
  Section 145 shall not be deemed exclusive of any other rights to which the
  indemnified party may be entitled, and that the corporation is empowered to
  purchase and maintain insurance on behalf of a director or officer of the
  corporation against any liability asserted against him and incurred by him in
  any such capacity, or arising out of his status as such, whether or not the
  corporation would have the power to indemnify him against such liabilities under
  Section 145.
  
           The Certificate and the Bylaws provide that no director of the Company
  shall be personally liable to the Company or its stockholders for monetary
  damages for breach of fiduciary duty as a director, except for liability (i) for
  any breach of the director's duty of loyalty to the Company or its stockholders,
  (ii) for acts or omissions not in good faith or which involve intentional
  misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or
  (iv) for any transaction from which the director derived an improper personal
  benefit. Any repeal or modification of this provision related to director's
  liability shall not adversely affect any right or protection of a director of
  the Company existing immediately prior to such repeal or modification. Further,
  if the DGCL shall be repealed or modified, the elimination of liability of a
  director provided in the Certificate and the Bylaws shall be to the fullest
  extent permitted by the DGCL as so amended.
  
           The Company maintains insurance for its officers and directors which
  provides for indemnification of officers and directors. The premiums for such
  insurance are paid by the Company.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  4.1      The Company's Restated Certificate of Incorporation, filed as Exhibit
           3(a) to the Company's Annual Report on Form 10-K for the fiscal year
           ended December 31, 1997, which exhibit is incorporated herein by
           reference.
  
                                        II-2
  4
  
  4.2      The Company's Amended and Restated Bylaws effective as of February 25,
           1997, filed as Exhibit 3(b) to the Company's Annual Report on Form 10-K
           for the fiscal year ended December 31, 1996, which exhibit is
           incorporated herein by reference.
  
  4.3      AMRESCO, INC. 1998 Stock Option and Award Plan, filed as Exhibit 10 to
           the Company's Quarterly Report on Form 10-Q for the quarter ended June
           30, 1998, which exhibit is incorporated herein by reference.
  
  5.1*     Opinion of L. Keith Blackwell, General Counsel of the Company.
  
  23.1*    Consent of L. Keith Blackwell, contained in the opinion filed as
           Exhibit 5.1.
  
  23.2*    Consent of Deloitte & Touche LLP.
  
  24.1*    Power of Attorney of the Directors and certain Executive Officers of
           the Company (contained on page II-5).
  
  *Filed herewith.
  
  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 of
                                      1933;
  
                             (ii)     To reflect in the prospectus any facts or
                                      events arising after the effective date of
                                      the registration statement (or the most
                                      recent post-effective amendment thereof)
                                      which, individually or in the aggregate,
                                      represent a fundamental change in the
                                      information set forth in the registration
                                      statement. Notwithstanding the foregoing,
                                      any increase or decrease in volume of
                                      securities offered (if the total dollar
                                      value of securities offered would not exceed
                                      that which was registered) and any deviation
                                      from the low or high end of the estimated
                                      maximum offering range may be reflected in
                                      the form of prospectus filed with the
                                      Commission pursuant to Rule 424(b) if, in
                                      the aggregate, the changes in volume and
                                      price represent no more than 20% 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 the registration
                                      statement or any material change to such
                                      information in the registration statement;
  
                    provided, however, that paragraphs (a) (1) (i) and (a) (1)
                    (ii) of this section 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 with or furnished to the Commission by the registrant
                    pursuant to Section 13 or Section 15(d) of the Securities
                    Exchange Act of 1934 that are incorporated by reference in the
                    registration statement.
  
           (2)      That, for the purpose of determining any liability under the
                    Securities Act of 1933, 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.
  
                                        II-3
  5
  
           (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 of 1933, each
  filing of the registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
  of an employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (h) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers, and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange 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
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
                                        II-4
  6
  
                                     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 the 24th day of August,
  1998.
  
                                          AMRESCO, INC.
  
                                          By: /S/ L. KEITH BLACKWELL
                                             -------------------------------------
                                             L. Keith Blackwell
                                             Senior Vice President, General
                                             Counsel and Secretary
  
           Each person whose signature appears below does hereby make, constitute
  and appoint Robert H. Lutz, Jr., Robert L. Adair III and L. Keith Blackwell and
  each of them his true and lawful attorney with full power of substitution to
  execute, deliver and file with the Securities and Exchange Commission, for and
  on his behalf and in his capacity or capacities as stated above or below, any
  amendment (including post-effective amendments) to the Registration Statement
  with all exhibits thereto, making such changes in the Registration Statement as
  the registrant deems appropriate.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated and on the 24th day of August, 1998:
  SIGNATURE                                              TITLE
                       ---------                                              -----
  /S/ ROBERT H. LUTZ, JR.                                           Chairman of the Board and
  -----------------------------------------                         Chief Executive Officer
                  Robert H. Lutz, Jr.
  
  /S/ ROBERT L. ADAIR III                                           Director, President and
  -----------------------------------------                         Chief Operating Officer
                  Robert L. Adair III
  
  /S/ BARRY L. EDWARDS                                              Executive Vice President and
  -----------------------------------------                         Chief Financial Officer
                   Barry L. Edwards                                 (Principal Financial Officer)
  
  /S/ JAMES P. COTTON, JR.                                          Director
  -----------------------------------------
                 James P. Cotton, Jr.
  
  /S/ RICHARD L. CRAVEY                                             Director
  -----------------------------------------
                   Richard L. Cravey
  
  /S/ GERALD E. EICKHOFF                                            Director
  -----------------------------------------
                  Gerald E. Eickhoff
  
  /S/ SIDNEY E. HARRIS                                              Director
  -----------------------------------------
                   Sidney E. Harris
  
  /S/ AMY J. JORGENSEN                                              Director
  -----------------------------------------
                   Amy J. Jorgensen
  
  /S/ BRUCE W. SCHNITZER                                            Director
  -----------------------------------------
                  Bruce W. Schnitzer
  
  /S/ RONALD B. KIRKLAND                                            Vice President and Chief
  -----------------------------------------                         Accounting Officer
                  Ronald B. Kirkland                                (Principal Accounting Officer)
  II-5
  7
  
                                    EXHIBIT INDEX
  EXHIBIT NO.                               EXHIBIT
     -----------                               -------
  4.1         The Company's Restated Certificate of Incorporation, filed as
                     Exhibit 3(a) to the Company's Annual Report on Form 10-K for
                     the fiscal year ended December 31, 1997, which exhibit is
                     incorporated herein by reference.
  
         4.2         The Company's Amended and Restated Bylaws effective as of
                     February 25, 1997, filed as Exhibit 3(b) to the Company's
                     Annual Report on Form 10-K for the fiscal year ended December
                     31, 1996, which exhibit is incorporated herein by reference.
  
         4.3         AMRESCO, INC. 1998 Stock Option and Award Plan, filed as
                     Exhibit 10 to the Company's Quarterly Report on Form 10-Q for
                     the quarter ended June 30, 1998, which exhibit is
                     incorporated herein by reference.
  
         5.1*        Opinion of L. Keith Blackwell, General Counsel of the Company.
  
        23.1*        Consent of L. Keith Blackwell, contained in the opinion filed
                     as Exhibit 5.1.
  
        23.2*        Consent of Deloitte & Touche LLP.
  
        24.1*        Power of Attorney of the Directors and certain Executive
                     Officers of the Company (contained on page II-5).
  ------------------------------
  *        Filed herewith.