content: <PAGE>   1
     As filed with the Securities and Exchange Commission on September 17, 1999
                                                      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                               (I.R.S. Employer
  of incorporation or organization)                         Identification Number)
  
                                --------------------
  
                                3232 MCKINNEY AVENUE
                                     SUITE 900
                                DALLAS, TEXAS 75204
                                   (214) 953-7555
                (Address, including zip code, and telephone number,
         including area code, of registrant's principal executive offices)
  
  
                                -------------------
  
                            WARRANTS ISSUED TO EMPLOYEES
                              (Full title of the Plan)
  
                               ---------------------
  
                                 ED H. BOWMAN, JR.
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                F.Y.I. INCORPORATED
                          3232 MCKINNEY AVENUE, SUITE 900
                                   (214) 953-7555
                (Name and address, including zip code, and telephone
                 number, including area code, of agent for service)
  
                                --------------------
                                     COPIES TO:
  
  
  <TABLE>
  <S>                                             <C>
  CHRISTOPHER T. JENSEN, ESQ.                     MARGOT T. LEBENBERG, ESQ.
  MORGAN, LEWIS & BOCKIUS LLP                     SENIOR VICE PRESIDENT, SECRETARY
  101 PARK AVENUE                                 AND GENERAL COUNSEL
  NEW YORK, NEW YORK  10178                       F.Y.I. INCORPORATED
  (212) 309-6000                                  3232 MCKINNEY AVENUE
                                                  SUITE 900
                                                  DALLAS, TEXAS  75204
                                                  (214) 953-7555
  </TABLE>
  
  
  ===============================================================================
  <PAGE>   2
  
  
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ==============================================================================================================================
                                                                     PROPOSED                PROPOSED
                                                                      MAXIMUM                MAXIMUM             AMOUNT OF
   TITLE OF EACH CLASS OF SECURITIES TO      AMOUNT TO BE            OFFERING           AGGREGATE OFFERING    REGISTRATION FEE
               BE REGISTERED                REGISTERED (1)        PRICE PER SHARE             PRICE                 (3)
  ------------------------------------------------------------------------------------------------------------------------------
  <S>                                       <C>                   <C>                   <C>                   <C>
  Common Stock, par value $0.01 per
  share                                       206,300                $26.75(2)             $5,518,525            $1,534.15
  
  ==============================================================================================================================
  </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)  Calculated pursuant to Rule 457(h) for the purpose of calculating the
       registration fee, based upon the price at which outstanding warrants may
       be exercised.
  
  
  
  <PAGE>   3
  
                                       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.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.
  
      The following documents previously 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, 1998, filed with the Commission on March 17, 1999.
  
      (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
  31, 1999, filed with the Commission on May 13, 1999.
  
      (c) The Company's Quarterly Report on Form 10-Q for the quarter ended June
  30, 1999, filed with the Commission on August 12, 1999.
  
      (d) The Company's Current Report on Form 8-K (dated August 13, 1999), filed
  with the Commission on August 20, 1999.
  
      (e) The description of the 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 (Reg. 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 any 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.
  
                                        II-1
  
  <PAGE>   4
  
  ITEM 4.    DESCRIPTION OF SECURITIES.
  
      Not applicable.
  
  ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
      Not applicable.
  
  ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
      The Company's Amended and Restated Bylaws 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 (the "DGCL"), indemnify
  its officers and directors as permitted pursuant thereto.
  
      Section 145 of the DGCL 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 indemnity 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 DGCL, 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           Amended and Restated By-Laws of the Company (incorporated by
                    reference to Exhibit 3.2 to the Company's Quarterly Report on
                    Form 10-Q for the quarter ended June 30, 1997, filed with the
                    Commission on August 8, 1997).
  
  
                                        II-2
  
  <PAGE>   5
  
      4.3           Warrant issued to Joe A. Rose, dated May 19, 1999.
  
      4.4           Warrant issued to Ronald Zazworsky, dated May 19, 1999.
  
      4.5           Warrant issued to Timothy J.  Barker, dated May 19, 1999.
  
      4.6           Warrant issued to Margot T. Lebenberg, dated May 19, 1999.
  
      4.7           Warrant issued to Gary Patton, dated May 19, 1999.
  
      4.8           Warrant issued to David Lowenstein, dated May 19, 1999.
  
      4.9           Warrant issued to Thomas C. Walker, dated May 19, 1999.
  
      4.10          Warrant issued to Ed H. Bowman, Jr., dated May 19, 1999.
  
      4.11          Special Warrant issued to Joe A. Rose, dated May 19, 1999.
  
      4.12          Special Warrant issued to Timothy J. Barker, dated May 19,
                    1999.
  
      5             Opinion of Morgan, Lewis & Bockius LLP.
  
      23.1          Consent of Arthur Andersen LLP.
  
      23.2          Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
                    5).
  
      24            Powers of Attorney (included on signature pages hereof).
  
                                        II-3
  
  <PAGE>   6
  
  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;
  
  provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
  (a)(1)(ii) above do not apply if 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.
  
                (c) 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
  Company 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 September 17, 1999.
  
                                         F.Y.I.  INCORPORATED
  
  
                                         BY: /s/ ED H. BOWMAN, JR.
                                             -------------------------------------
                                             ED H. BOWMAN, JR.
                                             PRESIDENT AND CHIEF EXECUTIVE OFFICER
  
                                 POWERS OF ATTORNEY
  
        Each person whose signature appears below hereby authorizes, appoints 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 to sign and file any and all 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 either of them, or their
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
        Pursuant to the requirement 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/ Thomas C. Walker                         Chairman of the Board and                  September 17, 1999
  -------------------------------              Chief Development Officer
  Thomas C. Walker
  
  
  
  /s/ Ed H. Bowman, Jr.                        Director, President and Chief              September 17, 1999
  -------------------------------              Executive Officer
  Ed H. Bowman, Jr.                            (Principal Executive Officer)
  
  
  
  
  /s/ David Lowenstein                         Director, Executive Vice President         September 17, 1999
  -------------------------------              and Treasurer
  David Lowenstein
  
  
  
  
  /s/ Timothy J. Barker                        Senior Vice President and                  September 17, 1999
  -------------------------------              Chief Financial Officer
  Timothy J. Barker                            (Principal Financial and
                                               Accounting Officer)
  
  
  
  
  /s/ Donald F. Moorehead, Jr.                 Director                                   September 17, 1999
  -------------------------------
  Donald F. Moorehead, Jr.
  </TABLE>
  
  
                                        II-5
  
  <PAGE>   8
  
  
  <TABLE>
  <S>                                          <C>                                       <C>
  /s/ G. Michael Bellenghi                     Director                                   September 17, 1999
  -------------------------------
  G. Michael Bellenghi
  
  
  
  /s/ Gregory R. Melanson                      Director                                   September 17, 1999
  -------------------------------
  Gregory R. Melanson
  
  
  
  /s/ Jonathan B. Shaw                         Director                                   September 17, 1999
  -------------------------------
  Jonathan B. Shaw
  
  
  
  /s/ Michael J. Bradley                       Director                                   September 17, 1999
  -------------------------------
  Michael J. Bradley
  
  
  
  /s/ Hon. Edward M. Rowell                    Director                                   September 17, 1999
  -------------------------------
  Hon. Edward M. Rowell
  </TABLE>
  
  
  
                                        II-6
  
  <PAGE>   9
  
  
  
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  Exhibit              Description
  -------              -----------
  
  <S>      <C>
  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      Amended and Restated By-Laws of the Company (incorporated by reference
           to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the
           quarter ended June 30, 1997, filed with the Commission on August 8,
           1997).
  
  4.3      Warrant issued to Joe A. Rose, dated May 19, 1999.
  
  4.4      Warrant issued to Ronald Zazworsky, dated May 19, 1999.
  
  4.5      Warrant issued to Timothy J. Barker, dated May 19, 1999.
  
  4.6      Warrant issued to Margot T. Lebenberg, dated May 19, 1999.
  
  4.7      Warrant issued to Gary Patton, dated May 19, 1999.
  
  4.8      Warrant issued to David Lowenstein, dated May 19, 1999.
  
  4.9      Warrant issued to Thomas C. Walker, dated May 19, 1999.
  
  4.10     Warrant issued to Ed H. Bowman, Jr., dated May 19, 1999.
  
  4.11     Special Warrant issued to Joe A. Rose, dated May 19, 1999.
  
  4.12     Special Warrant issued to Timothy J. Barker, dated May 19, 1999.
  
  5        Opinion of Morgan, Lewis & Bockius LLP.
  
  23.1     Consent of Arthur Andersen LLP.
  
  23.2     Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5).
  
  24       Powers of Attorney (included on signature pages hereof).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22225}]
metadata_filer: {"company-data": {"conformed-name": "FYI INC", "cik": "0000936931", "assigned-sic": "7389", "irs-number": "752560895", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87279", "film-number": "99712950"}, "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 September 17, 1999
                                                      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                               (I.R.S. Employer
  of incorporation or organization)                         Identification Number)
  
                                --------------------
  
                                3232 MCKINNEY AVENUE
                                     SUITE 900
                                DALLAS, TEXAS 75204
                                   (214) 953-7555
                (Address, including zip code, and telephone number,
         including area code, of registrant's principal executive offices)
  
                                -------------------
  
                            WARRANTS ISSUED TO EMPLOYEES
                              (Full title of the Plan)
  
                               ---------------------
  
                                 ED H. BOWMAN, JR.
                       PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                F.Y.I. INCORPORATED
                          3232 MCKINNEY AVENUE, SUITE 900
                                   (214) 953-7555
                (Name and address, including zip code, and telephone
                 number, including area code, of agent for service)
  
                                --------------------
                                     COPIES TO:
  CHRISTOPHER T. JENSEN, ESQ.                     MARGOT T. LEBENBERG, ESQ.
  MORGAN, LEWIS & BOCKIUS LLP                     SENIOR VICE PRESIDENT, SECRETARY
  101 PARK AVENUE                                 AND GENERAL COUNSEL
  NEW YORK, NEW YORK  10178                       F.Y.I. INCORPORATED
  (212) 309-6000                                  3232 MCKINNEY AVENUE
                                                  SUITE 900
                                                  DALLAS, TEXAS  75204
                                                  (214) 953-7555
  ===============================================================================
  2
  
                          CALCULATION OF REGISTRATION FEE
  ==============================================================================================================================
                                                                     PROPOSED                PROPOSED
                                                                      MAXIMUM                MAXIMUM             AMOUNT OF
   TITLE OF EACH CLASS OF SECURITIES TO      AMOUNT TO BE            OFFERING           AGGREGATE OFFERING    REGISTRATION FEE
               BE REGISTERED                REGISTERED (1)        PRICE PER SHARE             PRICE                 (3)
  ------------------------------------------------------------------------------------------------------------------------------
  Common Stock, par value $0.01 per
  share                                       206,300                $26.75(2)             $5,518,525            $1,534.15
  
  ==============================================================================================================================
  (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)  Calculated pursuant to Rule 457(h) for the purpose of calculating the
       registration fee, based upon the price at which outstanding warrants may
       be exercised.
  3
  
                                       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.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.
  
      The following documents previously 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, 1998, filed with the Commission on March 17, 1999.
  
      (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
  31, 1999, filed with the Commission on May 13, 1999.
  
      (c) The Company's Quarterly Report on Form 10-Q for the quarter ended June
  30, 1999, filed with the Commission on August 12, 1999.
  
      (d) The Company's Current Report on Form 8-K (dated August 13, 1999), filed
  with the Commission on August 20, 1999.
  
      (e) The description of the 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 (Reg. 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 any 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.
  
                                        II-1
  4
  
  ITEM 4.    DESCRIPTION OF SECURITIES.
  
      Not applicable.
  
  ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
      Not applicable.
  
  ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
      The Company's Amended and Restated Bylaws 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 (the "DGCL"), indemnify
  its officers and directors as permitted pursuant thereto.
  
      Section 145 of the DGCL 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 indemnity 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 DGCL, 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           Amended and Restated By-Laws of the Company (incorporated by
                    reference to Exhibit 3.2 to the Company's Quarterly Report on
                    Form 10-Q for the quarter ended June 30, 1997, filed with the
                    Commission on August 8, 1997).
  
                                        II-2
  5
  
      4.3           Warrant issued to Joe A. Rose, dated May 19, 1999.
  
      4.4           Warrant issued to Ronald Zazworsky, dated May 19, 1999.
  
      4.5           Warrant issued to Timothy J.  Barker, dated May 19, 1999.
  
      4.6           Warrant issued to Margot T. Lebenberg, dated May 19, 1999.
  
      4.7           Warrant issued to Gary Patton, dated May 19, 1999.
  
      4.8           Warrant issued to David Lowenstein, dated May 19, 1999.
  
      4.9           Warrant issued to Thomas C. Walker, dated May 19, 1999.
  
      4.10          Warrant issued to Ed H. Bowman, Jr., dated May 19, 1999.
  
      4.11          Special Warrant issued to Joe A. Rose, dated May 19, 1999.
  
      4.12          Special Warrant issued to Timothy J. Barker, dated May 19,
                    1999.
  
      5             Opinion of Morgan, Lewis & Bockius LLP.
  
      23.1          Consent of Arthur Andersen LLP.
  
      23.2          Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
                    5).
  
      24            Powers of Attorney (included on signature pages hereof).
  
                                        II-3
  6
  
  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;
  
  provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
  (a)(1)(ii) above do not apply if 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.
  
                (c) 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
  Company 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 September 17, 1999.
  
                                         F.Y.I.  INCORPORATED
  
                                         BY: /s/ ED H. BOWMAN, JR.
                                             -------------------------------------
                                             ED H. BOWMAN, JR.
                                             PRESIDENT AND CHIEF EXECUTIVE OFFICER
  
                                 POWERS OF ATTORNEY
  
        Each person whose signature appears below hereby authorizes, appoints 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 to sign and file any and all 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 either of them, or their
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
        Pursuant to the requirement 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/ Thomas C. Walker                         Chairman of the Board and                  September 17, 1999
  -------------------------------              Chief Development Officer
  Thomas C. Walker
  
  /s/ Ed H. Bowman, Jr.                        Director, President and Chief              September 17, 1999
  -------------------------------              Executive Officer
  Ed H. Bowman, Jr.                            (Principal Executive Officer)
  
  /s/ David Lowenstein                         Director, Executive Vice President         September 17, 1999
  -------------------------------              and Treasurer
  David Lowenstein
  
  /s/ Timothy J. Barker                        Senior Vice President and                  September 17, 1999
  -------------------------------              Chief Financial Officer
  Timothy J. Barker                            (Principal Financial and
                                               Accounting Officer)
  
  /s/ Donald F. Moorehead, Jr.                 Director                                   September 17, 1999
  -------------------------------
  Donald F. Moorehead, Jr.
  II-5
  8
  /s/ G. Michael Bellenghi                     Director                                   September 17, 1999
  -------------------------------
  G. Michael Bellenghi
  
  /s/ Gregory R. Melanson                      Director                                   September 17, 1999
  -------------------------------
  Gregory R. Melanson
  
  /s/ Jonathan B. Shaw                         Director                                   September 17, 1999
  -------------------------------
  Jonathan B. Shaw
  
  /s/ Michael J. Bradley                       Director                                   September 17, 1999
  -------------------------------
  Michael J. Bradley
  
  /s/ Hon. Edward M. Rowell                    Director                                   September 17, 1999
  -------------------------------
  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      Amended and Restated By-Laws of the Company (incorporated by reference
           to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the
           quarter ended June 30, 1997, filed with the Commission on August 8,
           1997).
  
  4.3      Warrant issued to Joe A. Rose, dated May 19, 1999.
  
  4.4      Warrant issued to Ronald Zazworsky, dated May 19, 1999.
  
  4.5      Warrant issued to Timothy J. Barker, dated May 19, 1999.
  
  4.6      Warrant issued to Margot T. Lebenberg, dated May 19, 1999.
  
  4.7      Warrant issued to Gary Patton, dated May 19, 1999.
  
  4.8      Warrant issued to David Lowenstein, dated May 19, 1999.
  
  4.9      Warrant issued to Thomas C. Walker, dated May 19, 1999.
  
  4.10     Warrant issued to Ed H. Bowman, Jr., dated May 19, 1999.
  
  4.11     Special Warrant issued to Joe A. Rose, dated May 19, 1999.
  
  4.12     Special Warrant issued to Timothy J. Barker, dated May 19, 1999.
  
  5        Opinion of Morgan, Lewis & Bockius LLP.
  
  23.1     Consent of Arthur Andersen LLP.
  
  23.2     Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5).
  
  24       Powers of Attorney (included on signature pages hereof).