<PAGE>   1

As filed with the Securities and Exchange
Commission on March 30, 2000.
                                                   Registration No. __________


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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------
                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                                 ---------------
                                  GAINSCO, INC.
             (Exact name of registrant as specified in its charter)

            Texas                                    75-1617013
 (State or other jurisdiction of        (I.R.S. employer identification number)
  incorporation or organization)

                               500 Commerce Street
                             Fort Worth, Texas 76102
                    (Address of principal executive offices)
                                 ---------------
                   GAINSCO, INC. 1998 LONG-TERM INCENTIVE PLAN
                      GAINSCO, INC. 1995 STOCK OPTION PLAN
                                       AND
  NONQUALIFIED STOCK OPTION AGREEMENT DATED JULY 24, 1998 FOR GLENN W. ANDERSON
              PURSUANT TO EMPLOYMENT AGREEMENT DATED APRIL 25, 1998
                            (Full title of the Plans)
                                 ---------------
                                GLENN W. ANDERSON
                                    President
                               500 Commerce Street
                             Fort Worth, Texas 76102
                     (Name and address of agent for service)

                                 (817) 336-2500
          (Telephone number, including area code, of agent for service)
                                 ---------------
                                    COPY TO:
                                  BYRON F. EGAN
                              Jackson Walker L.L.P.
                           901 Main Street, Suite 6000
                               Dallas, Texas 75202
                                 (214) 953-5727

    APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLAN:
     From time to time after this Registration Statement becomes effective.

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


=====================================================================================================================
               Title of                      Amount          Proposed Maximum         Maximum          Amount of
              Securities                      to be         Offering Price Per        Offering        Registration
           to be Registered                Registered           Share (1)             Price (1)          Fee(1)
--------------------------------------- ------------------ --------------------- ---------------- -------------------
<S>                                     <C>                 <C>                  <C>                <C>
Common Stock, par value $0.10               2,650,710                $5.8125           $15,407,252          $4,068
          per share                           shares
=====================================================================================================================
</TABLE>

--------

(1)  Estimated solely for the purpose of calculating the registration fee.
     Pursuant to Rule 457(c) and 457(h), the offering price and registration fee
     are based on a price of $5.8125 per share, which price is an average of the
     high and low prices of the Common Stock on the New York Stock Exchange on
     March 23, 2000. In addition, pursuant to Rule 416(c) under the Securities
     Act of 1933, this Registration Statement also registers an indeterminate
     number of shares of Common Stock to cover any adjustments in the number of
     shares issuable pursuant to the plans named above, or options or other
     awards granted thereunder, as a result of anti-dilution provisions
     contained therein.

<PAGE>   2



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

      Note: The document(s) containing the information specified in Item 1 of
Part I of Form S-8 will be sent or given to employees as specified by Rule
428(b)(1). As specified in Form S-8, such documents are not filed with the
Commission either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      Note. The Registrant will provide a written statement to participants
advising them of the availability without charge, upon written or oral request,
of the documents incorporated by reference in Item 3 of Part II of this
registration statement, and stating that these documents are incorporated by
reference in the Section 10(a) prospectus. The statement also will indicate the
availability without charge, upon written or oral request, of other documents
required to be delivered to employees pursuant to Rule 428(b). The statement
will include the address (giving title or department) and telephone number to
which the request is to be directed.




                                       2
<PAGE>   3




                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by the Registrant, are incorporated
herein by reference and made a part hereof: (i) Annual Report on Form 10-K for
the year ended December 31, 1999; and (ii) the description of the Registrant's
Common Stock contained in the Registrant's Registration Statement on Form 8-A
(No. 001-09828) filed July 7, 1996, as supplemented and amended by Exhibit 99.18
to the Form 8-K Report filed by the Registrant on October 7, 1999.

      All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.

      Any statement contained in a document 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 that 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.

ITEM 4. DESCRIPTION OF SECURITIES.

      The class of Common Stock, par value $.10 per share, to be offered is
registered under Section 12(g) of the Exchange Act.

      Plan interests are not being registered in this registration statement.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Registrant is a Texas corporation and the Texas Business Corporation
Act (the "TBCA") empowers a corporation organized thereunder to indemnify its
directors and officers or former directors and officers and to purchase
insurance with respect to liability arising out of their capacity or status as
directors and officers.


                                       3
<PAGE>   4

      Reference is made to Article 9 of Registrant's Restated Articles of
Incorporation and Section 7.07 of Registrant's Bylaws, which provide for
indemnification of directors and officers to the full extent provided by
applicable law.

      Additionally, Article 14 of the Registrant's Restated Articles of
Incorporation limits the personal liability of directors of the Registrant to
the Registrant or its shareholders for monetary damages for an act or omission
in such director's capacity as a director, except that such Article 14 does not
eliminate or limit the liability of a director for (i) a breach of the
director's duty of loyalty to the Registrant or its shareholders, (ii) an act or
omission not in good faith or that involves intentional misconduct or a knowing
violation of law, (iii) a transaction from which such director received an
improper benefit, whether or not the benefit resulted from an action taken
within the scope of such director's office, (iv) an act or omission for which
the liability of such director is expressly provided for by statute, or (v) an
act related to an unlawful stock purchase or payment of a dividend.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

      The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.


                                       4
<PAGE>   5


 Exhibit
 Number        Description of Exhibit
--------       -----------------------
*4.1           Restated Articles of Incorporation of Registrant as filed with
               the Secretary of State of Texas on July 24, 1986 [Exhibit 3.1,
               filed in Registration Statement No. 33-7846 on Form S-1,
               effective November 6, 1986].

*4.2           Articles of Amendment to the Articles of Incorporation as filed
               with the Secretary of State of Texas on June 10, 1988 [Exhibit
               3.2, filed in Registration Statement No. 33-25226 on Form S-1,
               effective November 14, 1988].

*4.3           Articles of Amendment to Articles of Incorporation as filed with
               the Secretary of State of Texas on August 13, 1993 [Exhibit 3.6,
               Form 10-K dated March 25, 1994].

*4.4           Statement of Resolution Establishing and Designating Series A
               Convertible Preferred Stock of Registrant as filed with the
               Secretary of State of the State of Texas on October 1, 1999
               [Exhibit 99.18, Form 8-K dated June 29, 1999].

*4.5           Rights Agreement, dated as of March 3, 1988, between the
               Registrant and Team Bank/Fort Worth, N.A. [Exhibit 1, Form 8-K
               dated March 14, 1988].

*4.6           Amendment No. 1 dated as of March 5, 1990 to Rights Agreement
               dated as of March 3, 1988 between Registrant and Team Bank as
               Rights Agent [Exhibit 4.2, Form 10-K dated March 27, 1992].

*4.7           Amendment No. 2 dated as of May 25, 1993 to Rights Agreement
               between Registrant and Society National Bank (successor to Team
               Bank (formerly Texas American Bank/Fort Worth, N.A.)), as Rights
               Agent [Exhibit 4.4, Form 10-K dated March 25, 1994].

*4.8           Amendment No. 3 to Rights Agreement and appointment of
               Continental Stock Transfer & Trust Company as Successor Rights
               Agent, dated September 30, 1994 [Exhibit 10.29, Form 10-K dated
               March 30, 1995].

*4.9           Amendment No. 4 dated June 29, 1999 to Rights Agreement between
               Registrant and Continental Stock Transfer & Trust Company
               [Exhibit 99.21, Form 8-K dated June 29, 1999].

*4.10          Form of Common Stock Certificate [Exhibit 4.6, Form 10-K dated
               March 28, 1997].

                                       5
<PAGE>   6

*4.11          Agreement dated August 26, 1994 appointing Continental Stock
               Transfer & Trust Company transfer agent and registrar [Exhibit
               10.28, Form 10-K dated March 30, 1995].

*4.12          Revolving Credit Agreement dated November 13, 1998 among
               Registrant, GAINSCO Service Corp. and Bank One, Texas, N.A.,
               First Amendment thereto dated October 4, 1999 and related
               Promissory Note, Security Agreement and Pledge Agreement
               [Exhibits 10.50 to 10.53, Form 10-K/A dated March 30, 1999;
               Exhibit 99.22, Form 8-K dated October 4, 1999].

*4.13          Securities Purchase Agreement dated as of June 29, 1999 between
               Registrant and Goff Moore Strategic Partners, L.P. and related
               Series A Common Stock Purchase Warrant and Series B Common Stock
               Purchase Warrant [Exhibit 2.1, Form 8-K dated June 29, 1999;
               Exhibits 99.19 and 99.20, Form 8-K dated October 4, 1999].

+5             Opinion of Jackson Walker L.L.P. regarding legality of registered
               securities.

+23.1          Consent of KPMG LLP to incorporation by reference.

+23.2          Consent of Jackson Walker L.L.P. (included in the opinion of
               Jackson Walker L.L.P. filed herewith).

+24            Powers of Attorney.

*99.1          1995 Stock Option Plan of the Registrant [Exhibit 10.31, Form
               10-K dated March 28, 1996].

*99.2          1998 Long-Term Incentive Plan of the Registrant [Exhibit 99.8,
               Form 10-Q Report dated August 10, 1998].

*99.3          Employment Agreement dated April 25, 1998 between Glenn W.
               Anderson and the Registrant [Exhibit 99.5, Form 10-Q/A dated June
               16, 1998].

*99.4          Nonqualified Stock Option Agreement dated July 24, 1998 between
               Glenn W. Anderson and the Registrant made pursuant to Exhibit
               99.3 [Exhibit 99.6, Form 10-Q Report dated August 10, 1998].

---------------------
*         Exhibit has previously been filed with the Commission as an exhibit in
          the filing designated in brackets and is incorporated herein by this
          reference. Registrant's file number for reports filed under the
          Securities Exchange Act of 1934 is 1-9828.

+         Filed herewith (see Exhibit Index).


                                       6
<PAGE>   7

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 the registration statement (or the most
            recent post-effective amendment thereof), which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the registration statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of the
            prospectus filed with the Commission pursuant to Rule 424(b) 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;

                  (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the registration
            statement or any material change to such information in the
            registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the 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.


                                       7
<PAGE>   8


      (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant'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 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.

      (c) Insofar as indemnification for liabilities arising under the
Securities 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.


                                   SIGNATURES

THE REGISTRANT

      Pursuant to the requirements of the Securities Act, 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 Fort Worth, State of Texas on the 30th day of March,
2000.

                                    GAINSCO, INC.


                                    By /s/ Glenn W. Anderson
                                       ----------------------

--------------------------------------------------------------------------------
                                           Glenn W. Anderson, President




                                       8
<PAGE>   9





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

<TABLE>
<CAPTION>


    Signatures                                                Title                               Date
    ----------                                                ------                              -----
<S>                                                      <C>                                 <C>
                                                         President, Chief
                                                        Executive Officer                    March 30, 2000
/s/ Glenn W. Anderson                                      and Director
---------------------------                         (Principal Executive Officer)
Glenn W. Anderson
                                                      Senior Vice President,
                                                     Chief Financial Officer                 March 30, 2000
/s/ Daniel J. Coots                                        and Director
---------------------------                          (Principal Financial and
Daniel J. Coots                                          Accounting Officer)


                                                            Secretary
Sam Rosen*                                                 and Director                      March 30, 2000
---------------------------
Sam Rosen


J. Randall Chappel*                                          Director                        March 30, 2000
---------------------------
J. Randall Chappel


John C. Goff*                                                Director                        March 30, 2000
---------------------------
John C. Goff


Robert J. McGee, Jr.*                                        Director                        March 30, 2000
---------------------------
Robert J. McGee, Jr.


Joel C. Puckett*                                             Director                        March 30, 2000
---------------------------
Joel C. Puckett


Harden H. Wiedemann*                                         Director                        March 30, 2000
---------------------------
Harden H. Wiedemann
</TABLE>



                                        9
<PAGE>   10
<TABLE>


<S>                                                          <C>                             <C>
John H. Williams*                                            Director                        March 30, 2000
---------------------
John H. Williams

</TABLE>





*By: /s/ Glenn W. Anderson
     ---------------------
     Glenn W. Anderson,
     Attorney-in-fact
     Under Power of Attorney



                                       10
<PAGE>   11


                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Exhibit No.       Exhibit
-----------       -------
<S>               <C>
+5                Opinion of Jackson Walker L.L.P. regarding legality of
                  registered securities.

+23.1             Consent of KPMG LLP to incorporation by reference.

+23.2             Consent of Jackson Walker L.L.P. (included in the opinion of
                  Jackson Walker L.L.P. filed herewith).

+24               Powers of Attorney.
</TABLE>




                                       11
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23419}]
{"company-data": {"conformed-name": "GAINSCO INC", "cik": "0000786344", "assigned-sic": "6331", "irs-number": "751617013", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33590", "film-number": "586403"}, "business-address": {"street1": "500 COMMERCE ST", "city": "FORT WORTH", "state": "TX", "zip": "76102", "phone": "8173362500"}, "mail-address": {"street2": "P O BOX 2933", "city": "FORTH WORTH", "state": "TX", "zip": "76113-2933"}}
1

As filed with the Securities and Exchange
Commission on March 30, 2000.
                                                   Registration No. __________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------
                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933
                                 ---------------
                                  GAINSCO, INC.
             (Exact name of registrant as specified in its charter)

            Texas                                    75-1617013
 (State or other jurisdiction of        (I.R.S. employer identification number)
  incorporation or organization)

                               500 Commerce Street
                             Fort Worth, Texas 76102
                    (Address of principal executive offices)
                                 ---------------
                   GAINSCO, INC. 1998 LONG-TERM INCENTIVE PLAN
                      GAINSCO, INC. 1995 STOCK OPTION PLAN
                                       AND
  NONQUALIFIED STOCK OPTION AGREEMENT DATED JULY 24, 1998 FOR GLENN W. ANDERSON
              PURSUANT TO EMPLOYMENT AGREEMENT DATED APRIL 25, 1998
                            (Full title of the Plans)
                                 ---------------
                                GLENN W. ANDERSON
                                    President
                               500 Commerce Street
                             Fort Worth, Texas 76102
                     (Name and address of agent for service)

                                 (817) 336-2500
          (Telephone number, including area code, of agent for service)
                                 ---------------
                                    COPY TO:
                                  BYRON F. EGAN
                              Jackson Walker L.L.P.
                           901 Main Street, Suite 6000
                               Dallas, Texas 75202
                                 (214) 953-5727

    APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLAN:
     From time to time after this Registration Statement becomes effective.

                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
               Title of                      Amount          Proposed Maximum         Maximum          Amount of
              Securities                      to be         Offering Price Per        Offering        Registration
           to be Registered                Registered           Share (1)             Price (1)          Fee(1)
--------------------------------------- ------------------ --------------------- ---------------- -------------------
Common Stock, par value $0.10               2,650,710                $5.8125           $15,407,252          $4,068
          per share                           shares
=====================================================================================================================
--------

(1)  Estimated solely for the purpose of calculating the registration fee.
     Pursuant to Rule 457(c) and 457(h), the offering price and registration fee
     are based on a price of $5.8125 per share, which price is an average of the
     high and low prices of the Common Stock on the New York Stock Exchange on
     March 23, 2000. In addition, pursuant to Rule 416(c) under the Securities
     Act of 1933, this Registration Statement also registers an indeterminate
     number of shares of Common Stock to cover any adjustments in the number of
     shares issuable pursuant to the plans named above, or options or other
     awards granted thereunder, as a result of anti-dilution provisions
     contained therein.
2

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

      Note: The document(s) containing the information specified in Item 1 of
Part I of Form S-8 will be sent or given to employees as specified by Rule
428(b)(1). As specified in Form S-8, such documents are not filed with the
Commission either as part of this registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      Note. The Registrant will provide a written statement to participants
advising them of the availability without charge, upon written or oral request,
of the documents incorporated by reference in Item 3 of Part II of this
registration statement, and stating that these documents are incorporated by
reference in the Section 10(a) prospectus. The statement also will indicate the
availability without charge, upon written or oral request, of other documents
required to be delivered to employees pursuant to Rule 428(b). The statement
will include the address (giving title or department) and telephone number to
which the request is to be directed.

                                       2
3

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by the Registrant, are incorporated
herein by reference and made a part hereof: (i) Annual Report on Form 10-K for
the year ended December 31, 1999; and (ii) the description of the Registrant's
Common Stock contained in the Registrant's Registration Statement on Form 8-A
(No. 001-09828) filed July 7, 1996, as supplemented and amended by Exhibit 99.18
to the Form 8-K Report filed by the Registrant on October 7, 1999.

      All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.

      Any statement contained in a document 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 that 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.

ITEM 4. DESCRIPTION OF SECURITIES.

      The class of Common Stock, par value $.10 per share, to be offered is
registered under Section 12(g) of the Exchange Act.

      Plan interests are not being registered in this registration statement.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Registrant is a Texas corporation and the Texas Business Corporation
Act (the "TBCA") empowers a corporation organized thereunder to indemnify its
directors and officers or former directors and officers and to purchase
insurance with respect to liability arising out of their capacity or status as
directors and officers.

                                       3
4

      Reference is made to Article 9 of Registrant's Restated Articles of
Incorporation and Section 7.07 of Registrant's Bylaws, which provide for
indemnification of directors and officers to the full extent provided by
applicable law.

      Additionally, Article 14 of the Registrant's Restated Articles of
Incorporation limits the personal liability of directors of the Registrant to
the Registrant or its shareholders for monetary damages for an act or omission
in such director's capacity as a director, except that such Article 14 does not
eliminate or limit the liability of a director for (i) a breach of the
director's duty of loyalty to the Registrant or its shareholders, (ii) an act or
omission not in good faith or that involves intentional misconduct or a knowing
violation of law, (iii) a transaction from which such director received an
improper benefit, whether or not the benefit resulted from an action taken
within the scope of such director's office, (iv) an act or omission for which
the liability of such director is expressly provided for by statute, or (v) an
act related to an unlawful stock purchase or payment of a dividend.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

      The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.

                                       4
5

 Exhibit
 Number        Description of Exhibit
--------       -----------------------
*4.1           Restated Articles of Incorporation of Registrant as filed with
               the Secretary of State of Texas on July 24, 1986 [Exhibit 3.1,
               filed in Registration Statement No. 33-7846 on Form S-1,
               effective November 6, 1986].

*4.2           Articles of Amendment to the Articles of Incorporation as filed
               with the Secretary of State of Texas on June 10, 1988 [Exhibit
               3.2, filed in Registration Statement No. 33-25226 on Form S-1,
               effective November 14, 1988].

*4.3           Articles of Amendment to Articles of Incorporation as filed with
               the Secretary of State of Texas on August 13, 1993 [Exhibit 3.6,
               Form 10-K dated March 25, 1994].

*4.4           Statement of Resolution Establishing and Designating Series A
               Convertible Preferred Stock of Registrant as filed with the
               Secretary of State of the State of Texas on October 1, 1999
               [Exhibit 99.18, Form 8-K dated June 29, 1999].

*4.5           Rights Agreement, dated as of March 3, 1988, between the
               Registrant and Team Bank/Fort Worth, N.A. [Exhibit 1, Form 8-K
               dated March 14, 1988].

*4.6           Amendment No. 1 dated as of March 5, 1990 to Rights Agreement
               dated as of March 3, 1988 between Registrant and Team Bank as
               Rights Agent [Exhibit 4.2, Form 10-K dated March 27, 1992].

*4.7           Amendment No. 2 dated as of May 25, 1993 to Rights Agreement
               between Registrant and Society National Bank (successor to Team
               Bank (formerly Texas American Bank/Fort Worth, N.A.)), as Rights
               Agent [Exhibit 4.4, Form 10-K dated March 25, 1994].

*4.8           Amendment No. 3 to Rights Agreement and appointment of
               Continental Stock Transfer & Trust Company as Successor Rights
               Agent, dated September 30, 1994 [Exhibit 10.29, Form 10-K dated
               March 30, 1995].

*4.9           Amendment No. 4 dated June 29, 1999 to Rights Agreement between
               Registrant and Continental Stock Transfer & Trust Company
               [Exhibit 99.21, Form 8-K dated June 29, 1999].

*4.10          Form of Common Stock Certificate [Exhibit 4.6, Form 10-K dated
               March 28, 1997].

                                       5
6

*4.11          Agreement dated August 26, 1994 appointing Continental Stock
               Transfer & Trust Company transfer agent and registrar [Exhibit
               10.28, Form 10-K dated March 30, 1995].

*4.12          Revolving Credit Agreement dated November 13, 1998 among
               Registrant, GAINSCO Service Corp. and Bank One, Texas, N.A.,
               First Amendment thereto dated October 4, 1999 and related
               Promissory Note, Security Agreement and Pledge Agreement
               [Exhibits 10.50 to 10.53, Form 10-K/A dated March 30, 1999;
               Exhibit 99.22, Form 8-K dated October 4, 1999].

*4.13          Securities Purchase Agreement dated as of June 29, 1999 between
               Registrant and Goff Moore Strategic Partners, L.P. and related
               Series A Common Stock Purchase Warrant and Series B Common Stock
               Purchase Warrant [Exhibit 2.1, Form 8-K dated June 29, 1999;
               Exhibits 99.19 and 99.20, Form 8-K dated October 4, 1999].

+5             Opinion of Jackson Walker L.L.P. regarding legality of registered
               securities.

+23.1          Consent of KPMG LLP to incorporation by reference.

+23.2          Consent of Jackson Walker L.L.P. (included in the opinion of
               Jackson Walker L.L.P. filed herewith).

+24            Powers of Attorney.

*99.1          1995 Stock Option Plan of the Registrant [Exhibit 10.31, Form
               10-K dated March 28, 1996].

*99.2          1998 Long-Term Incentive Plan of the Registrant [Exhibit 99.8,
               Form 10-Q Report dated August 10, 1998].

*99.3          Employment Agreement dated April 25, 1998 between Glenn W.
               Anderson and the Registrant [Exhibit 99.5, Form 10-Q/A dated June
               16, 1998].

*99.4          Nonqualified Stock Option Agreement dated July 24, 1998 between
               Glenn W. Anderson and the Registrant made pursuant to Exhibit
               99.3 [Exhibit 99.6, Form 10-Q Report dated August 10, 1998].

---------------------
*         Exhibit has previously been filed with the Commission as an exhibit in
          the filing designated in brackets and is incorporated herein by this
          reference. Registrant's file number for reports filed under the
          Securities Exchange Act of 1934 is 1-9828.

+         Filed herewith (see Exhibit Index).

                                       6
7

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 the registration statement (or the most
            recent post-effective amendment thereof), which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the registration statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of the
            prospectus filed with the Commission pursuant to Rule 424(b) 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;

                  (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in the registration
            statement or any material change to such information in the
            registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the 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.

                                       7
8

      (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant'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 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.

      (c) Insofar as indemnification for liabilities arising under the
Securities 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

THE REGISTRANT

      Pursuant to the requirements of the Securities Act, 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 Fort Worth, State of Texas on the 30th day of March,
2000.

                                    GAINSCO, INC.

                                    By /s/ Glenn W. Anderson
                                       ----------------------

--------------------------------------------------------------------------------
                                           Glenn W. Anderson, President

                                       8
9

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signatures                                                Title                               Date
    ----------                                                ------                              -----
President, Chief
                                                        Executive Officer                    March 30, 2000
/s/ Glenn W. Anderson                                      and Director
---------------------------                         (Principal Executive Officer)
Glenn W. Anderson
                                                      Senior Vice President,
                                                     Chief Financial Officer                 March 30, 2000
/s/ Daniel J. Coots                                        and Director
---------------------------                          (Principal Financial and
Daniel J. Coots                                          Accounting Officer)

                                                            Secretary
Sam Rosen*                                                 and Director                      March 30, 2000
---------------------------
Sam Rosen

J. Randall Chappel*                                          Director                        March 30, 2000
---------------------------
J. Randall Chappel

John C. Goff*                                                Director                        March 30, 2000
---------------------------
John C. Goff

Robert J. McGee, Jr.*                                        Director                        March 30, 2000
---------------------------
Robert J. McGee, Jr.

Joel C. Puckett*                                             Director                        March 30, 2000
---------------------------
Joel C. Puckett

Harden H. Wiedemann*                                         Director                        March 30, 2000
---------------------------
Harden H. Wiedemann
9
10
John H. Williams*                                            Director                        March 30, 2000
---------------------
John H. Williams
*By: /s/ Glenn W. Anderson
     ---------------------
     Glenn W. Anderson,
     Attorney-in-fact
     Under Power of Attorney

                                       10
11

                                INDEX TO EXHIBITS
Exhibit No.       Exhibit
-----------       -------
+5                Opinion of Jackson Walker L.L.P. regarding legality of
                  registered securities.

+23.1             Consent of KPMG LLP to incorporation by reference.

+23.2             Consent of Jackson Walker L.L.P. (included in the opinion of
                  Jackson Walker L.L.P. filed herewith).

+24               Powers of Attorney.
11