<PAGE>   1
    As filed with the Securities and Exchange Commission on December 11, 1997

                                                Registration No. 333 -__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------

                                TOM BROWN, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                             95-1949781
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

   508 WEST WALL STREET, SUITE 500
            MIDLAND, TEXAS                                       79701
(Address of principal executive offices)                       (Zip Code)

                     TOM BROWN, INC. 1993 STOCK OPTION PLAN
                            (Full title of the plan)

                              WILLIAM R. GRANBERRY
                                   President
                           500 Empire Plaza Building
                              Midland, Texas 79701
                    (Name and address of agent for service)

                                  915-682-9715
         (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Bruce R. DeBoer, Esq.
                                Tom Brown, Inc.
                            508 West Wall, Suite 500
                              Midland, Texas 79701

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================
                                                       Proposed                 Proposed
                                                        Maximum                  Maximum               Amount of
Title of Securities        Amount to be              Offering Price             Aggregate            Registration
 To Be Registered           Registered                 Per Share*             Offering Price              Fee
------------------------------------------------------------------------------------------------------------------
<S>                           <C>                       <C>                  <C>                        <C>      
Common Stock,
  $.10 par value              400,000                   $19.97               $7,988,000              $2,356.46
------------------------------------------------------------------------------------------------------------------

</TABLE>

  *   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) on the basis of the average of the high and low
      sales prices of the Registrant's Common Stock as reported on the NASDAQ
      National Market System on December 9, 1997.


<PAGE>   2


                                EXPLANATORY NOTE

     This Registration Statement relates to the registration of 400,000
additional shares of Common Stock authorized for issuance under the Registrant's
1993 Stock Option Plan. Accordingly, pursuant to General Instruction "E" of Form
S-8, the contents of the Registrant's Registration Statement No. 33-60842 and
No. 333-13157 are hereby incorporated by reference.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     The validity of the issuance of the Common Stock issuable upon exercise of
the options has been passed upon for the Registrant by Lynch, Chappell & Alsup,
a Professional Corporation, Midland, Texas. James M. Alsup, a shareholder in the
firm of Lynch, Chappell & Alsup, is the Assistant Secretary of the Registrant
and the beneficial owner of 10,000 shares of Common Stock of the Registrant.

ITEM 8.  EXHIBITS

         Exhibit No.                 Description

           *  5   --    Opinion of Lynch, Chappell & Alsup, a Professional
                        Corporation

           *23.1  --    Consent of Lynch, Chappell & Alsup, a Professional
                        Corporation (contained in Exhibit No. 5)

           *23.2  --    Consent of Arthur Andersen LLP

           *23.3  --    Consent of Williamson Petroleum Consultants, Inc.

           *23.4  --    Consent of Ryder Scott Company

           *24.1  --    Power of Attorney contained on Page 6 hereof

         --------------
         * Filed herewith.



ITEM 9.  UNDERTAKINGS

     (1) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each officer, director or employee to whom the
prospectus is sent or given a copy of Registrant's Annual Report to Stockholders
for its last fiscal year, unless such officer, director, or employee otherwise
has received a copy of such report, in which case the Registrant shall


                                       -2-

<PAGE>   3


state in the prospectus that it will promptly furnish, without charge, a copy of
such report on written request of the officer, director or employee. If the last
fiscal year of the Registrant has ended within 120 days prior to the use of the
prospectus, the annual report of the Registrant for the preceding fiscal year
may be so delivered, but within such 120-day period the annual report for the
last fiscal year will be furnished to each such officer, director or employee.

     (2) The undersigned Registrant hereby undertakes to transmit or cause to be
transmitted to all officers, directors and employees participating in the Tom
Brown, Inc. 1993 Stock Option Plan, who do not otherwise receive such material
as stockholders of the Registrant, at the time and in the manner such material
is sent to its stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.

     (3) 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
Exchange Act 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.

     (4) The undersigned Registrant hereby undertakes:

          (a) 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;

              (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 (4)(a)(i) and (4)(a)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.

          (b) 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.

                                       -3-

<PAGE>   4


          (c) 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.

     (5) 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
Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.





                                       -4-

<PAGE>   5



                                   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 Midland, State of Texas, on the 9th day of December,
1997.


                                              TOM BROWN, INC.


                                              By:/S/ William R. Granberry
                                                 -------------------------------
                                                 William R. Granberry, President



                                       -5-

<PAGE>   6




                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William R. Granberry and R. Kim Harris and each
of them, either one of whom may act without joinder of the other, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him in his name, place and stead, in any and all capacities,
to sign any and all amendments to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them severally, full power and
authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and each of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

     Signature                                        Title                               Date
     ---------                                        -----                               ----
<S>                                      <C>                                        <C>

/S/  Donald L. Evans                       Chairman of the Board of Directors         December 9, 1997
----------------------------                and Chief Executive Officer
Donald L. Evans                            (Principal Executive Officer)


/S/  William R. Granberry                  President, Chief Operating                 December 9, 1997
----------------------------                Officer and Director
William R. Granberry

/S/  R. Kim Harris                         Controller (Principal Financial Officer)   December 9, 1997
----------------------------
R. Kim Harris

/S/  Thomas C. Brown                       Director                                   December 9, 1997
----------------------------
Thomas C. Brown

/S/  David M. Carmichael                   Director                                   December 9, 1997
----------------------------
David M. Carmichael

/S/  Henry Groppe                          Director                                   December 9, 1997
----------------------------
Henry Groppe

/S/  Edward W. LeBaron, Jr.                Director                                   December 9, 1997
----------------------------
Edward W. LeBaron, Jr.

/S/  Clyde E. McKenzie                     Director                                   December 9, 1997
----------------------------
Clyde E. McKenzie

/S/  James B. Wallace                      Director                                   December 9, 1997
----------------------------
James B. Wallace

/S/  Robert H. Whilden, Jr.                Director                                   December 9, 1997
----------------------------
Robert H. Whilden, Jr.

</TABLE>


                                       -6-

<PAGE>   7




                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

         Exhibit No.                 Description
         -----------                 -----------

         <S>            <C>
           *  5   --    Opinion of Lynch, Chappell & Alsup, a Professional
                        Corporation

           *23.1  --    Consent of Lynch, Chappell & Alsup, a Professional
                        Corporation (contained in Exhibit No. 5)

           *23.2  --    Consent of Arthur Andersen LLP

           *23.3  --    Consent of Williamson Petroleum Consultants, Inc.

           *23.4  --    Consent of Ryder Scott Company

           *24.1  --    Power of Attorney contained on Page 6 hereof

</TABLE>

         --------------
         * Filed herewith.


                                       -7-
[{"type": "S-8", "sequence": "1", "description": "TOM BROWN, INC.", "secsgml_size_bytes": 14967}]
{"company-data": {"conformed-name": "BROWN TOM INC /DE", "cik": "0000014803", "assigned-sic": "1311", "irs-number": "951949781", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42011", "film-number": "97736428"}, "business-address": {"street1": "508 W WALL", "street2": "STE 500", "city": "MIDLAND", "state": "TX", "zip": "79701", "phone": "9156829715"}, "former-company": {"former-conformed-name": "BROWN TOM DRILLING CO INC", "date-changed": "19710915"}}
1
    As filed with the Securities and Exchange Commission on December 11, 1997

                                                Registration No. 333 -__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           --------------------------

                                TOM BROWN, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                             95-1949781
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

   508 WEST WALL STREET, SUITE 500
            MIDLAND, TEXAS                                       79701
(Address of principal executive offices)                       (Zip Code)

                     TOM BROWN, INC. 1993 STOCK OPTION PLAN
                            (Full title of the plan)

                              WILLIAM R. GRANBERRY
                                   President
                           500 Empire Plaza Building
                              Midland, Texas 79701
                    (Name and address of agent for service)

                                  915-682-9715
         (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Bruce R. DeBoer, Esq.
                                Tom Brown, Inc.
                            508 West Wall, Suite 500
                              Midland, Texas 79701

                        CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                       Proposed                 Proposed
                                                        Maximum                  Maximum               Amount of
Title of Securities        Amount to be              Offering Price             Aggregate            Registration
 To Be Registered           Registered                 Per Share*             Offering Price              Fee
------------------------------------------------------------------------------------------------------------------
Common Stock,
  $.10 par value              400,000                   $19.97               $7,988,000              $2,356.46
------------------------------------------------------------------------------------------------------------------
*   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) on the basis of the average of the high and low
      sales prices of the Registrant's Common Stock as reported on the NASDAQ
      National Market System on December 9, 1997.
2

                                EXPLANATORY NOTE

     This Registration Statement relates to the registration of 400,000
additional shares of Common Stock authorized for issuance under the Registrant's
1993 Stock Option Plan. Accordingly, pursuant to General Instruction "E" of Form
S-8, the contents of the Registrant's Registration Statement No. 33-60842 and
No. 333-13157 are hereby incorporated by reference.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     The validity of the issuance of the Common Stock issuable upon exercise of
the options has been passed upon for the Registrant by Lynch, Chappell & Alsup,
a Professional Corporation, Midland, Texas. James M. Alsup, a shareholder in the
firm of Lynch, Chappell & Alsup, is the Assistant Secretary of the Registrant
and the beneficial owner of 10,000 shares of Common Stock of the Registrant.

ITEM 8.  EXHIBITS

         Exhibit No.                 Description

           *  5   --    Opinion of Lynch, Chappell & Alsup, a Professional
                        Corporation

           *23.1  --    Consent of Lynch, Chappell & Alsup, a Professional
                        Corporation (contained in Exhibit No. 5)

           *23.2  --    Consent of Arthur Andersen LLP

           *23.3  --    Consent of Williamson Petroleum Consultants, Inc.

           *23.4  --    Consent of Ryder Scott Company

           *24.1  --    Power of Attorney contained on Page 6 hereof

         --------------
         * Filed herewith.

ITEM 9.  UNDERTAKINGS

     (1) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each officer, director or employee to whom the
prospectus is sent or given a copy of Registrant's Annual Report to Stockholders
for its last fiscal year, unless such officer, director, or employee otherwise
has received a copy of such report, in which case the Registrant shall

                                       -2-
3

state in the prospectus that it will promptly furnish, without charge, a copy of
such report on written request of the officer, director or employee. If the last
fiscal year of the Registrant has ended within 120 days prior to the use of the
prospectus, the annual report of the Registrant for the preceding fiscal year
may be so delivered, but within such 120-day period the annual report for the
last fiscal year will be furnished to each such officer, director or employee.

     (2) The undersigned Registrant hereby undertakes to transmit or cause to be
transmitted to all officers, directors and employees participating in the Tom
Brown, Inc. 1993 Stock Option Plan, who do not otherwise receive such material
as stockholders of the Registrant, at the time and in the manner such material
is sent to its stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders generally.

     (3) 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
Exchange Act 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.

     (4) The undersigned Registrant hereby undertakes:

          (a) 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;

              (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 (4)(a)(i) and (4)(a)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.

          (b) 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.

                                       -3-
4

          (c) 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.

     (5) 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
Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                       -4-
5

                                   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 Midland, State of Texas, on the 9th day of December,
1997.

                                              TOM BROWN, INC.

                                              By:/S/ William R. Granberry
                                                 -------------------------------
                                                 William R. Granberry, President

                                       -5-
6

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William R. Granberry and R. Kim Harris and each
of them, either one of whom may act without joinder of the other, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him in his name, place and stead, in any and all capacities,
to sign any and all amendments to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them severally, full power and
authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and each of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature                                        Title                               Date
     ---------                                        -----                               ----
/S/  Donald L. Evans                       Chairman of the Board of Directors         December 9, 1997
----------------------------                and Chief Executive Officer
Donald L. Evans                            (Principal Executive Officer)

/S/  William R. Granberry                  President, Chief Operating                 December 9, 1997
----------------------------                Officer and Director
William R. Granberry

/S/  R. Kim Harris                         Controller (Principal Financial Officer)   December 9, 1997
----------------------------
R. Kim Harris

/S/  Thomas C. Brown                       Director                                   December 9, 1997
----------------------------
Thomas C. Brown

/S/  David M. Carmichael                   Director                                   December 9, 1997
----------------------------
David M. Carmichael

/S/  Henry Groppe                          Director                                   December 9, 1997
----------------------------
Henry Groppe

/S/  Edward W. LeBaron, Jr.                Director                                   December 9, 1997
----------------------------
Edward W. LeBaron, Jr.

/S/  Clyde E. McKenzie                     Director                                   December 9, 1997
----------------------------
Clyde E. McKenzie

/S/  James B. Wallace                      Director                                   December 9, 1997
----------------------------
James B. Wallace

/S/  Robert H. Whilden, Jr.                Director                                   December 9, 1997
----------------------------
Robert H. Whilden, Jr.
-6-
7

                                  EXHIBIT INDEX
Exhibit No.                 Description
         -----------                 -----------
*  5   --    Opinion of Lynch, Chappell & Alsup, a Professional
                        Corporation

           *23.1  --    Consent of Lynch, Chappell & Alsup, a Professional
                        Corporation (contained in Exhibit No. 5)

           *23.2  --    Consent of Arthur Andersen LLP

           *23.3  --    Consent of Williamson Petroleum Consultants, Inc.

           *23.4  --    Consent of Ryder Scott Company

           *24.1  --    Power of Attorney contained on Page 6 hereof
--------------
         * Filed herewith.

                                       -7-