content: <PAGE>   1
     As filed with the Securities and Exchange Commission on September 2, 1997
                                                      Registration No. 33-______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     ----------
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                     ----------
  
                                 TYLER CORPORATION
                 (Exact name of registrant as specified in charter)
  
             Delaware                                        75-2303920
      (State or other jurisdiction                         (I.R.S. Employer
           of Incorporation)                              Identification No.)
  
       3200 San Jacinto Tower
    2121 San Jacinto Street
          Dallas,  Texas                                       75201
  (Address of Principal Executive Offices)                   (Zip Code)
  
                      THE TYLER CORPORATION STOCK OPTION PLAN
                              (Full title of the Plan)
  
                                     ----------
  
         David P. Tusa                 Copy to:            David G. McLane
  Senior Vice President and                             Gardere & Wynne, L.L.P. 
     Chief Financial Officer                               1601 Elm Street       
       Tyler Corporation                                     Suite 3000          
    3200 San Jacinto Tower                              Dallas, Texas  75201     
    2121 San Jacinto Street                                (214) 999-4607        
     Dallas, Texas  75201                                
        (214) 754-7800
  
             (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                                     ----------
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ======================================================================================================================
                                                                                   Proposed   
                                                                Proposed           maximum    
                                         Amount                 maximum            aggregate           Amount of
  Title of securities                    to be                  offering price     offering            registration
  to be registered                       registered             per share          price               fee
  ----------------------------------------------------------------------------------------------------------------------
  <S>                                    <C>                    <C>                <C>                  <C>    
  Common Stock, $0.01
    par value                            700,000(1)             $ -- (2)           $1,711,690(2)        $519(2)
  
  Common Stock Purchase Rights(3)
  ======================================================================================================================
  </TABLE>
  
  (1)      Pursuant to Rule 416(c) under the Securities Act of 1933, shares
           issuable upon any stock split, stock dividend or similar transaction
           with respect to these shares are also being registered hereunder.
  
  (2)      Estimated solely for the purpose of calculating the registration fee,
           which has been computed in accordance with Rule 457(h), based on the
           prices at which outstanding options may be exercised (as to 170,648
           shares), plus the average of the high and low prices for the Common
           Stock on the New York Stock Exchange Composite Tape for August 28,
           1997 (as to 529,352 shares for which the exercise price is not known).
  
  (3)      This registration statement also covers Common Stock Purchase Rights
           (the "Rights") that are issued on a one-for-one basis with each share
           of Common Stock. The Rights are not represented by a separate
           certificate and may not be transferred other than upon transfer of the
           related Common Stock. Since the value of the shares of Common Stock
           registered hereunder is based in part on the value of the related
           Rights, the inclusion of the Rights does not increase the proposed
           maximum aggregate offering price per share and no additional
           registration fee is required.
  
           Shares of Common Stock of the registrant for issuance upon exercise of
  employee stock options have been heretofore registered under a Registration
  Statement on Form S-8 No. 33-34544 of the registrant. These shares of Common
  Stock and the options are described in the Section 10(a) prospectus for this
  registration statement in accordance with Rule 429 of the General Rules and
  Regulations under the Securities Act of 1933, as amended.
  
  ===============================================================================
  <PAGE>   2
  
  
  
  
           On February 7, 1997, the Board of Directors of the Registrant adopted,
  subject to stockholder approval, an amendment to and restatement of The Tyler
  Corporation Stock Option Plan (the "Plan") to increase from 1,100,000 to
  1,800,000 the aggregate number of shares of the Registrant's Common Stock, par
  value $0.01 per share, reserved for issuance under the Plan and to extend the
  expiration date of the Plan from March 12, 2000 to February 6, 2007. The
  amendment and restatement of the Plan was approved by the stockholders of the
  Registrant at the Annual Meeting of Stockholders held on April 28, 1997. The
  contents of the Registrant's Registration Statement on Form S-8 (File No.
  33-34544) filed with the Securities and Exchange Commission on April 25, 1990
  relating to the Plan (the "Prior S-8"), including the documents incorporated by
  reference therein, are incorporated by reference into this Registration
  Statement.
  
  
  
                                      PART II
  
  ITEM 8.  EXHIBITS
  
           In addition to the exhibits filed or incorporated by reference into
  the Prior S-8, the following documents are filed as Exhibits to this
  Registration Statement:
  
          4.1     The Tyler Corporation Stock Option Plan [Amended and Restated
                  as of February 7, 1997]
  
          5.1     Opinion of Gardere & Wynne, L.L.P.
  
          23.1    Consent of Ernst & Young LLP, independent auditors to
                  incorporation of reports by reference.
  
          23.2    Consent of legal counsel (included in the opinion of Gardere &
                  Wynne, L.L.P., filed herewith as Exhibit 5.1)
  
          24.1    Power of Attorney (set forth on the signature page of this
                  Registration Statement)
  
  ITEM 9.  UNDERTAKINGS.
  
           Insofar as indemnification for liabilities arising under the Act 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.
  
  
  
  
                                         1
  
  
  <PAGE>   3
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, 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, and the State of
  Texas, on September 2, 1997.
  
                                          TYLER CORPORATION
                                          (Registrant)
  
  
                                          By: /s/ BRUCE W. WILKINSON
                                              -----------------------------------
                                              Bruce W. Wilkinson, Chief 
                                              Executive Officer,
                                              President and Director
  
  
                                 POWER OF ATTORNEY
  
           Each of the undersigned hereby appoints Bruce W. Wilkinson and David
  P. Tusa, and each of them (with full power to act alone), as attorneys and
  agents for the undersigned, with full power of substitution, for and in the
  name, place and stead of the undersigned, to sign and file with the Securities
  and Exchange Commission under the Securities Act of 1933 any and all amendments
  and exhibits to this Registration Statement and any and all applications,
  instruments and other documents to be filed with the Securities and Exchange
  Commission pertaining to the registration of the securities covered hereby,
  with full power and authority to do and perform any and all acts and things
  whatsoever requisite or desirable.
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed below by the following
  persons in the capacities indicated on September 2, 1997.
  
  
           Signature                                Title
           ---------                                -----
  
  /s/ C. A. RUNDELL, JR.                  Chairman of the Board of Directors
  ------------------------------          (a principal executive officer)
  C. A. Rundell, Jr.                       
  
  
  /s/ BRUCE W. WILKINSON                  Chief Executive Officer, President
  ------------------------------          and Director
  Bruce W. Wilkinson                      (a principal executive officer)
  
  
  /s/ DAVID P. TUSA                       Senior Vice President and Chief 
  ------------------------------          Financial Officer 
  David P. Tusa                           (principal financial and 
                                          accounting officer)
  
  
  /s/ ERNEST H. LORCH                     Director
  ------------------------------
  Ernest H. Lorch
  
  
  /s/ FREDERICK R. MEYER                  Director
  ------------------------------
  Frederick R. Meyer
  
  
  /s/ JAMES E. RUSSELL                    Director
  ------------------------------
  James E. Russell
  
  
  
  
                                         2
  
  
  <PAGE>   4
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
   EXHIBIT
   NUMBER                            DESCRIPTION
   -------                           -----------
  <S>       <C>                                                             
    4.1     The Tyler Corporation Stock Option Plan [Amended and Restated
            as of February 7, 1997]
  
    5.1     Opinion of Gardere & Wynne, L.L.P.
  
    23.1    Consent of Ernst & Young LLP, independent auditors to
            incorporation of reports by reference.
  
    23.2    Consent of legal counsel (included in the opinion of Gardere &
            Wynne, L.L.P., filed herewith as Exhibit 5.1)
  
    24.1    Power of Attorney (set forth on the signature page of this
            Registration Statement)
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 11781}]
metadata_filer: {"company-data": {"conformed-name": "TYLER CORP /NEW/", "cik": "0000860731", "assigned-sic": "3310", "irs-number": "752303920", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34809", "film-number": "97674295"}, "business-address": {"street1": "2121 SAN JACINTO ST", "street2": "STE 3200 SAN JACINTO TOWER", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2147547800"}, "mail-address": {"street1": "2121 SAN JACINTO STREET", "street2": "SUITE 3200", "city": "DALLAS", "state": "TX", "zip": "75201"}, "former-company": {"former-conformed-name": "TYLER THREE INC", "date-changed": "19600201"}}
text: 1
     As filed with the Securities and Exchange Commission on September 2, 1997
                                                      Registration No. 33-______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                     ----------
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                     ----------
  
                                 TYLER CORPORATION
                 (Exact name of registrant as specified in charter)
  
             Delaware                                        75-2303920
      (State or other jurisdiction                         (I.R.S. Employer
           of Incorporation)                              Identification No.)
  
       3200 San Jacinto Tower
    2121 San Jacinto Street
          Dallas,  Texas                                       75201
  (Address of Principal Executive Offices)                   (Zip Code)
  
                      THE TYLER CORPORATION STOCK OPTION PLAN
                              (Full title of the Plan)
  
                                     ----------
  
         David P. Tusa                 Copy to:            David G. McLane
  Senior Vice President and                             Gardere & Wynne, L.L.P. 
     Chief Financial Officer                               1601 Elm Street       
       Tyler Corporation                                     Suite 3000          
    3200 San Jacinto Tower                              Dallas, Texas  75201     
    2121 San Jacinto Street                                (214) 999-4607        
     Dallas, Texas  75201                                
        (214) 754-7800
  
             (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                                     ----------
  
                          CALCULATION OF REGISTRATION FEE
  ======================================================================================================================
                                                                                   Proposed   
                                                                Proposed           maximum    
                                         Amount                 maximum            aggregate           Amount of
  Title of securities                    to be                  offering price     offering            registration
  to be registered                       registered             per share          price               fee
  ----------------------------------------------------------------------------------------------------------------------
  Common Stock, $0.01
    par value                            700,000(1)             $ -- (2)           $1,711,690(2)        $519(2)
  
  Common Stock Purchase Rights(3)
  ======================================================================================================================
  (1)      Pursuant to Rule 416(c) under the Securities Act of 1933, shares
           issuable upon any stock split, stock dividend or similar transaction
           with respect to these shares are also being registered hereunder.
  
  (2)      Estimated solely for the purpose of calculating the registration fee,
           which has been computed in accordance with Rule 457(h), based on the
           prices at which outstanding options may be exercised (as to 170,648
           shares), plus the average of the high and low prices for the Common
           Stock on the New York Stock Exchange Composite Tape for August 28,
           1997 (as to 529,352 shares for which the exercise price is not known).
  
  (3)      This registration statement also covers Common Stock Purchase Rights
           (the "Rights") that are issued on a one-for-one basis with each share
           of Common Stock. The Rights are not represented by a separate
           certificate and may not be transferred other than upon transfer of the
           related Common Stock. Since the value of the shares of Common Stock
           registered hereunder is based in part on the value of the related
           Rights, the inclusion of the Rights does not increase the proposed
           maximum aggregate offering price per share and no additional
           registration fee is required.
  
           Shares of Common Stock of the registrant for issuance upon exercise of
  employee stock options have been heretofore registered under a Registration
  Statement on Form S-8 No. 33-34544 of the registrant. These shares of Common
  Stock and the options are described in the Section 10(a) prospectus for this
  registration statement in accordance with Rule 429 of the General Rules and
  Regulations under the Securities Act of 1933, as amended.
  
  ===============================================================================
  2
  
           On February 7, 1997, the Board of Directors of the Registrant adopted,
  subject to stockholder approval, an amendment to and restatement of The Tyler
  Corporation Stock Option Plan (the "Plan") to increase from 1,100,000 to
  1,800,000 the aggregate number of shares of the Registrant's Common Stock, par
  value $0.01 per share, reserved for issuance under the Plan and to extend the
  expiration date of the Plan from March 12, 2000 to February 6, 2007. The
  amendment and restatement of the Plan was approved by the stockholders of the
  Registrant at the Annual Meeting of Stockholders held on April 28, 1997. The
  contents of the Registrant's Registration Statement on Form S-8 (File No.
  33-34544) filed with the Securities and Exchange Commission on April 25, 1990
  relating to the Plan (the "Prior S-8"), including the documents incorporated by
  reference therein, are incorporated by reference into this Registration
  Statement.
  
                                      PART II
  
  ITEM 8.  EXHIBITS
  
           In addition to the exhibits filed or incorporated by reference into
  the Prior S-8, the following documents are filed as Exhibits to this
  Registration Statement:
  
          4.1     The Tyler Corporation Stock Option Plan [Amended and Restated
                  as of February 7, 1997]
  
          5.1     Opinion of Gardere & Wynne, L.L.P.
  
          23.1    Consent of Ernst & Young LLP, independent auditors to
                  incorporation of reports by reference.
  
          23.2    Consent of legal counsel (included in the opinion of Gardere &
                  Wynne, L.L.P., filed herewith as Exhibit 5.1)
  
          24.1    Power of Attorney (set forth on the signature page of this
                  Registration Statement)
  
  ITEM 9.  UNDERTAKINGS.
  
           Insofar as indemnification for liabilities arising under the Act 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.
  
                                         1
  3
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, 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, and the State of
  Texas, on September 2, 1997.
  
                                          TYLER CORPORATION
                                          (Registrant)
  
                                          By: /s/ BRUCE W. WILKINSON
                                              -----------------------------------
                                              Bruce W. Wilkinson, Chief 
                                              Executive Officer,
                                              President and Director
  
                                 POWER OF ATTORNEY
  
           Each of the undersigned hereby appoints Bruce W. Wilkinson and David
  P. Tusa, and each of them (with full power to act alone), as attorneys and
  agents for the undersigned, with full power of substitution, for and in the
  name, place and stead of the undersigned, to sign and file with the Securities
  and Exchange Commission under the Securities Act of 1933 any and all amendments
  and exhibits to this Registration Statement and any and all applications,
  instruments and other documents to be filed with the Securities and Exchange
  Commission pertaining to the registration of the securities covered hereby,
  with full power and authority to do and perform any and all acts and things
  whatsoever requisite or desirable.
  
           Pursuant to the requirements of the Securities Act of 1933, as
  amended, this Registration Statement has been signed below by the following
  persons in the capacities indicated on September 2, 1997.
  
           Signature                                Title
           ---------                                -----
  
  /s/ C. A. RUNDELL, JR.                  Chairman of the Board of Directors
  ------------------------------          (a principal executive officer)
  C. A. Rundell, Jr.                       
  
  /s/ BRUCE W. WILKINSON                  Chief Executive Officer, President
  ------------------------------          and Director
  Bruce W. Wilkinson                      (a principal executive officer)
  
  /s/ DAVID P. TUSA                       Senior Vice President and Chief 
  ------------------------------          Financial Officer 
  David P. Tusa                           (principal financial and 
                                          accounting officer)
  
  /s/ ERNEST H. LORCH                     Director
  ------------------------------
  Ernest H. Lorch
  
  /s/ FREDERICK R. MEYER                  Director
  ------------------------------
  Frederick R. Meyer
  
  /s/ JAMES E. RUSSELL                    Director
  ------------------------------
  James E. Russell
  
                                         2
  4
                                 INDEX TO EXHIBITS
  EXHIBIT
   NUMBER                            DESCRIPTION
   -------                           -----------
  4.1     The Tyler Corporation Stock Option Plan [Amended and Restated
            as of February 7, 1997]
  
    5.1     Opinion of Gardere & Wynne, L.L.P.
  
    23.1    Consent of Ernst & Young LLP, independent auditors to
            incorporation of reports by reference.
  
    23.2    Consent of legal counsel (included in the opinion of Gardere &
            Wynne, L.L.P., filed herewith as Exhibit 5.1)
  
    24.1    Power of Attorney (set forth on the signature page of this
            Registration Statement)