<PAGE>

     As filed with the Securities and Exchange Commission on April 25, 2000

                                                           REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               F.Y.I. INCORPORATED
             (Exact name of registrant as specified in its charter)

                  DELAWARE                              75-2560895
        (State or other jurisdiction                (I.R.S. Employer
      of incorporation or organization)           Identification Number)

                              3232 MCKINNEY AVENUE
                                    SUITE 900
                               DALLAS, TEXAS 75204
                                 (214) 953-7555

               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)


                          WARRANTS ISSUED TO EMPLOYEES
                            (Full title of the Plan)



                                ED H. BOWMAN, JR.
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               F.Y.I. INCORPORATED
                         3232 MCKINNEY AVENUE, SUITE 900
                               DALLAS, TEXAS 75204
                                 (214) 953-7555

              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)

                                   COPIES TO:

  CHRISTOPHER T. JENSEN, ESQ.                       MARGOT T. LEBENBERG, ESQ.
  MORGAN, LEWIS & BOCKIUS LLP                          F.Y.I. INCORPORATED
        101 PARK AVENUE                          3232 MCKINNEY AVENUE, SUITE 900
   NEW YORK, NEW YORK 10178                            DALLAS, TEXAS 75205
        (212) 309-6000                                  (214) 953-7555



<PAGE>

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                        PROPOSED               PROPOSED
                                                                        MAXIMUM                 MAXIMUM
         TITLE OF EACH CLASS OF               AMOUNT TO BE              OFFERING               AGGREGATE             AMOUNT OF
       SECURITIES TO BE REGISTERED           REGISTERED (1)         PRICE PER SHARE         OFFERING PRICE      REGISTRATION FEE (3)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                   <C>               <C>                         <C>
Common Stock, par value $0.01 per share.

                                                    10,000                 $29.25(2)            $ 292,500               $   77.22
                                                    60,000                $30.125(2)           $1,807,500               $  477.18
                                                   291,087                $26.375(2)           $7,677,420               $2,026.84
                                                   -------                                                              ---------

                                   TOTALS          361,087                                                              $2,581.24


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

</TABLE>

(1)      Pursuant to Rule 416(a), the number of shares being registered shall be
adjusted to include any additional shares which may become issuable as a result
of stock splits, stock dividends or similar transactions in accordance with the
anti-dilution provisions of the warrants granted to the warrantholders.

(2)      Calculated pursuant to Rule 457(h) for the purpose of calculating the
registration fee, based upon the price at which outstanding warrants may be
exercised.

(3)      Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended (the "Securities Act"), as follows: proposed maximum offering price per
share multiplied by .000264.


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*



ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         * Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 of the Securities Act, and the Introductory Note to Part
         I of Form S-8.


                                       3
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously filed by us with the Securities and
Exchange Commission (the "SEC") are incorporated herein by reference:

         (a)      Our Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed with the SEC on March 23, 2000.

         (b)      The description of our Common Stock, par value $0.01 per
share, contained in our Registration Statement on Form 8-A (File No. 0-27444),
filed with the SEC on December 22, 1995, including any amendments or reports
filed for the purpose of updating any such description.

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

         Any statement contained herein, or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, will be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Our Amended and Restated Bylaws provide that we will, to the fullest
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time (the "DGCL"), indemnify our officers and
directors as permitted pursuant thereto.

         Section 145 of the DGCL permits a corporation, under specified
circumstances, to indemnify its directors, officers, employees or agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents of the corporation, if
such directors, officers, employees or agents acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. In an action by or in the right of
the corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they


                                       II-1
<PAGE>

shall have acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interest of the corporation, except that no
indemnification shall be made if such person shall have been adjudged liable to
the corporation, unless and only to the extent that the court in which the
action or suit was brought shall determine upon application that the defendant
directors, officers, employees or agents are fairly and reasonably entitled to
indemnity for such expenses despite such adjudication of liability.

         Article Seven of our Amended and Restated Certificate of Incorporation
provides that our directors will not be personally liable to us or our
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors except for any breach of the duty of loyalty to us or our
stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, under Section 174 of the
DGCL, which makes directors liable for unlawful dividends or unlawful stock
repurchases or redemptions, or for transactions from which directors derive
improper personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION.

         Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>

    Exhibit       Description
    -------       -----------
<S>           <C>
    4.1       Amended and Restated Certificate of Incorporation of F.Y.I.
              Incorporated (incorporated by reference to Exhibit 3.1 to our
              Registration Statement on Form S-1 (Registration No. 33-98608)
              effective January 12, 1996).

    4.2       First Amendment to Amended and Restated By-Laws of F.Y.I.
              Incorporated (incorporated by reference to Exhibit 3.2 to our
              Quarterly Report on Form 10-Q for the quarter ended June 30,
              1997, filed with the SEC on August 8, 1997).

    4.3       Warrant No. 25 issued to Jeffrey T. Pelcher, dated January 12, 2000.

    4.4       Warrant No. 26 issued to Barrie Robertson, dated February 25,
              2000.

    4.5       Warrant No. 27 issued to Barrie Robertson, dated February 25,
              2000.

    4.6       Warrant No. 28 issued to James Helm, dated February 25, 2000.

    4.7       Warrant No. 29 issued to James Helm, dated February 25, 2000.

    4.8       Warrant No. 30 issued to Margot T. Lebenberg, dated March 16,
              2000.

    4.9       Warrant No. 31 issued to Ronald Zazworsky, dated March 16, 2000.

    4.10      Warrant No. 32 issued to Timothy J. Barker, dated March 16,
              2000.

    4.11      Warrant No. 33 issued to Joe A. Rose, dated March 16, 2000.

    4.12      Warrant No. 34 issued to Joy Karns, dated February 25, 2000.

    4.13      Warrant No. 35 issued to Marvin Karns, dated February 25,
              2000.

    4.14      Warrant No. 36 issued to Suzette Esteban, dated February 25,
              2000.


                                       II-2
<PAGE>

<S>           <C>
    4.15      Warrant No. 37 issued to Francis Esteban, dated February 25,
              2000.

    4.16      Warrant No. 38 issued to Ruben Luna, dated February 25,2000.

    4.17      Warrant No. 39 issued to Maria Olvera, dated February 25,
              2000.

    4.18      Warrant No. 40 issued to C. Stuart Haworth, dated March 16, 2000.

    4.19      Warrant No. 41 issued to David Byerley, dated March 16, 2000.

    4.20      Warrant No. 42 issued to Jonathan Shaw, dated March 16,
              2000.

    4.21      Warrant No. 43 issued to Phillip L. Hodgkins, dated March 16,
              2000.

    4.22      Warrant No. 44 issued to David Delgado, dated March 16, 2000.

    4.23      Warrant No. 45 issued to Gene Marzano, dated March 16, 2000.

    4.24      Warrant No. 46 issued to Joan G. Haworth, dated March 16, 2000.

    4.25      Warrant No. 47 issued to Charles T. Haworth, dated March 16,
              2000.

    4.26      Warrant No. 48 issued to David Delgado, dated March 16, 2000.

    4.27      Warrant No. 49 issued to Joan G. Haworth, dated March 16, 2000.

    4.28      Warrant No. 50 issued to Charles T. Haworth, dated March 16,
              2000.

    4.29      Warrant No. 51 issued to Michael Wickman, dated March 16, 2000.

    4.30      Warrant No. 52 issued to David Delgado, dated March 16, 2000.

    4.31      Warrant No. 53 issued to Leo Cooper, dated March 16, 2000.

    4.32      Warrant No. 54 issued to C. Stuart Haworth, dated March 16, 2000.

    5         Opinion of Morgan, Lewis & Bockius LLP.

    23.1      Consent of Arthur Andersen LLP.

    23.2      Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
              5).

    24        Powers of Attorney (included on signature pages hereof).
</TABLE>

                                       II-3
<PAGE>

ITEM 9. UNDERTAKINGS

              (a)  The undersigned registrant hereby undertakes:

                  (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
                  the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
                  after the effective date of this Registration Statement (or
                  the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in this Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the SEC pursuant to Rule 424(b) of
                  the Securities Act if, in the aggregate, the changes in volume
                  and price represent no more than a 20% change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement; and

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

PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by us pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

              (b) We hereby undertake that, for purposes of determining any
liability under the Securities Act, each filing of our 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 our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the SEC 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 us of
expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, we 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 Exchange Act and will be governed by
the final adjudication of such issue.


                                       II-4
<PAGE>


                                   SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Dallas, State of Texas, on April 25, 2000.

                                      F.Y.I. INCORPORATED

                                    BY: /s/ ED H. BOWMAN, JR.
                                        ----------------------------------------
                                    NAME: ED H. BOWMAN, JR.
                                    TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER

                               POWERS OF ATTORNEY

      Each person whose signature appears below hereby authorizes, appoints and
constitutes Ed H. Bowman, Jr. and Margot T. Lebenberg, and each of them singly,
his true and lawful attorneys-in-fact with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign and file any and all amendments to this report with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and he hereby ratifies and confirms all that
said attorneys-in-fact or either of them, or their substitutes, may lawfully do
or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>

    Signature                                      Title                                 Date
    ---------                                      -----                                 ----
<S>                                     <C>                                             <C>
                                         Chairman of the Board and Chief                 April 25, 2000
Thomas C. Walker                         Development Officer

                                         Director, President and Chief Executive         April 25, 2000
Ed H. Bowman, Jr.                        Officer (Principal Executive Officer)

                                         Director and Founder                            April 25, 2000
David Lowerstein

                                         Director, Executive Vice President and Chief    April 25, 2000
Joe A. Rose                              Operating Officer

                                         Executive Vice President and Chief Financial    April 25, 2000
                                         Officer (Principal Financial and Accounting
Timothy J. Barker                        Officer)


                                       II-5
<PAGE>


                                         Director                                        April 25, 2000

G. Michael Bellenghi

                                         Director                                        April 25, 2000
Michael J. Bradley

                                         Director                                        April 25, 2000
Gregory R. Melanson

                                         Director                                        April 25, 2000
Donald F. Moorehead, Jr.

                                         Director                                        April 25, 2000
Hon. Edward M. Rowell

                                         Director                                        April 25, 2000
Jonathan B. Shaw

</TABLE>

                                       II-6
<PAGE>

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

        Exhibit     Description
        -------     -----------
<S>                   <C>
        4.1           Amended and Restated Certificate of Incorporation of
                      F.Y.I. Incorporated (incorporated by reference to Exhibit
                      3.1 to our Registration Statement on Form S-1
                      (Registration No. 33-98608) effective January 12, 1996).

        4.2           First Amendment to Amended and Restated By-Laws of F.Y.I.
                      Incorporated (incorporated by reference to Exhibit 3.2 to
                      our Quarterly Report on Form 10-Q for the quarter ended
                      June 30, 1997, filed with the SEC on August 8, 1997).

        4.3           Warrant No. 25 issued to Jeffrey T. Pelcher, dated January 12,
                      2000.

        4.4           Warrant No. 26 issued to Barrie Robertson, dated February
                      25, 2000.

        4.5           Warrant No. 27 issued to Barrie Robertson, dated February
                      25, 2000.

        4.6           Warrant No. 28 issued to James Helm, dated February 25,
                      2000.

        4.7           Warrant No. 29 issued to James Helm, dated February 25,
                      2000.

        4.8           Warrant No. 30 issued to Margot T. Lebenberg, dated March
                      16, 2000.

        4.9           Warrant No. 31 issued to Ronald Zazworsky, dated March 16,
                      2000.

        4.10          Warrant No. 32 issued to Timothy J. Barker, dated March
                      16, 2000.

        4.11          Warrant No. 33 issued to Joe A. Rose, dated March 16,
                      2000.

        4.12          Warrant No. 34 issued to Joy Karns, dated February 25,
                      2000.

        4.13          Warrant No. 35 issued to Marvin Karns, dated February 25,
                      2000.

        4.14          Warrant No. 36 issued to Suzette Esteban, dated February
                      25, 2000.

        4.15          Warrant No. 37 issued to Francis Esteban, dated February
                      25, 2000.

        4.16          Warrant No. 38 issued to Ruben Luna, dated February 25,
                      2000.

        4.17          Warrant No. 39 issued to Maria Olvera, dated February 25,
                      2000.

        4.18          Warrant No. 40 issued to C. Stuart Haworth, dated March 16,
                      2000.

        4.19          Warrant No. 41 issued to David Byerley, dated March 16,
                      2000.

        4.20          Warrant No. 42 issued to Jonathan Shaw, dated March 16,
                      2000.

        4.21          Warrant No. 43 issued to Phillip L. Hodgkins, dated March
                      16, 2000.

        4.22          Warrant No. 44 issued to David Delgado, dated March 16,
                      2000.

                                       II-7
<PAGE>

<S>                   <C>
        4.23          Warrant No. 45 issued to Gene Marzano, dated March 16,
                      2000.

        4.24          Warrant No. 46 issued to Joan G. Haworth, dated March 16,
                      2000.

        4.25          Warrant No. 47 issued to Charles T. Haworth, dated March 16,
                      2000.

        4.26          Warrant No. 48 issued to David Delgado, dated March 16,
                      2000.

        4.27          Warrant No. 49 issued to Joan G. Haworth, dated March 16,
                      2000.

        4.28          Warrant No. 50 issued to Charles T. Haworth, dated March 16,
                      2000.

        4.29          Warrant No. 51 issued to Michael Wickman, dated March 16,
                      2000.

        4.30          Warrant No. 52 issued to David Delgado, dated March 16,
                      2000.

        4.31          Warrant No. 53 issued to Leo Cooper, dated March 16,
                      2000.

        4.32          Warrant No. 54 issued to C. Stuart Haworth, dated March 16,
                      2000.

        5             Opinion of Morgan, Lewis & Bockius LLP.

        23.1          Consent of Arthur Andersen LLP.

        23.2          Consent of Morgan, Lewis & Bockius LLP (included in
                      Exhibit 5).

        24            Powers of Attorney (included on signature pages hereof).
</TABLE>

                                       II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25995}]
{"company-data": {"conformed-name": "FYI INC", "cik": "0000936931", "assigned-sic": "7389", "irs-number": "752560895", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35534", "film-number": "608147"}, "business-address": {"street1": "3232 MCKINNEY AVE", "street2": "STE 900", "city": "DALLAS", "state": "TX", "zip": "75204", "phone": "2149537555"}, "mail-address": {"street1": "3232 MCKINNEY AVE", "street2": "STE 900", "city": "DALLAS", "state": "TX", "zip": "75204"}}
As filed with the Securities and Exchange Commission on April 25, 2000

                                                           REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               F.Y.I. INCORPORATED
             (Exact name of registrant as specified in its charter)

                  DELAWARE                              75-2560895
        (State or other jurisdiction                (I.R.S. Employer
      of incorporation or organization)           Identification Number)

                              3232 MCKINNEY AVENUE
                                    SUITE 900
                               DALLAS, TEXAS 75204
                                 (214) 953-7555

               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                          WARRANTS ISSUED TO EMPLOYEES
                            (Full title of the Plan)

                                ED H. BOWMAN, JR.
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               F.Y.I. INCORPORATED
                         3232 MCKINNEY AVENUE, SUITE 900
                               DALLAS, TEXAS 75204
                                 (214) 953-7555

              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)

                                   COPIES TO:

  CHRISTOPHER T. JENSEN, ESQ.                       MARGOT T. LEBENBERG, ESQ.
  MORGAN, LEWIS & BOCKIUS LLP                          F.Y.I. INCORPORATED
        101 PARK AVENUE                          3232 MCKINNEY AVENUE, SUITE 900
   NEW YORK, NEW YORK 10178                            DALLAS, TEXAS 75205
        (212) 309-6000                                  (214) 953-7555
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                        PROPOSED               PROPOSED
                                                                        MAXIMUM                 MAXIMUM
         TITLE OF EACH CLASS OF               AMOUNT TO BE              OFFERING               AGGREGATE             AMOUNT OF
       SECURITIES TO BE REGISTERED           REGISTERED (1)         PRICE PER SHARE         OFFERING PRICE      REGISTRATION FEE (3)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share.

                                                    10,000                 $29.25(2)            $ 292,500               $   77.22
                                                    60,000                $30.125(2)           $1,807,500               $  477.18
                                                   291,087                $26.375(2)           $7,677,420               $2,026.84
                                                   -------                                                              ---------

                                   TOTALS          361,087                                                              $2,581.24

====================================================================================================================================
(1)      Pursuant to Rule 416(a), the number of shares being registered shall be
adjusted to include any additional shares which may become issuable as a result
of stock splits, stock dividends or similar transactions in accordance with the
anti-dilution provisions of the warrants granted to the warrantholders.

(2)      Calculated pursuant to Rule 457(h) for the purpose of calculating the
registration fee, based upon the price at which outstanding warrants may be
exercised.

(3)      Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended (the "Securities Act"), as follows: proposed maximum offering price per
share multiplied by .000264.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         * Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 of the Securities Act, and the Introductory Note to Part
         I of Form S-8.

                                       3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously filed by us with the Securities and
Exchange Commission (the "SEC") are incorporated herein by reference:

         (a)      Our Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed with the SEC on March 23, 2000.

         (b)      The description of our Common Stock, par value $0.01 per
share, contained in our Registration Statement on Form 8-A (File No. 0-27444),
filed with the SEC on December 22, 1995, including any amendments or reports
filed for the purpose of updating any such description.

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

         Any statement contained herein, or in a document, all or a portion of
which is incorporated or deemed to be incorporated by reference herein, will be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Our Amended and Restated Bylaws provide that we will, to the fullest
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time (the "DGCL"), indemnify our officers and
directors as permitted pursuant thereto.

         Section 145 of the DGCL permits a corporation, under specified
circumstances, to indemnify its directors, officers, employees or agents against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents of the corporation, if
such directors, officers, employees or agents acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reason to believe their conduct was unlawful. In an action by or in the right of
the corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they

                                       II-1
shall have acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interest of the corporation, except that no
indemnification shall be made if such person shall have been adjudged liable to
the corporation, unless and only to the extent that the court in which the
action or suit was brought shall determine upon application that the defendant
directors, officers, employees or agents are fairly and reasonably entitled to
indemnity for such expenses despite such adjudication of liability.

         Article Seven of our Amended and Restated Certificate of Incorporation
provides that our directors will not be personally liable to us or our
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors except for any breach of the duty of loyalty to us or our
stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, under Section 174 of the
DGCL, which makes directors liable for unlawful dividends or unlawful stock
repurchases or redemptions, or for transactions from which directors derive
improper personal benefit.

ITEM 7.  EXEMPTION FROM REGISTRATION.

         Not applicable.

ITEM 8. EXHIBITS.
Exhibit       Description
    -------       -----------
4.1       Amended and Restated Certificate of Incorporation of F.Y.I.
              Incorporated (incorporated by reference to Exhibit 3.1 to our
              Registration Statement on Form S-1 (Registration No. 33-98608)
              effective January 12, 1996).

    4.2       First Amendment to Amended and Restated By-Laws of F.Y.I.
              Incorporated (incorporated by reference to Exhibit 3.2 to our
              Quarterly Report on Form 10-Q for the quarter ended June 30,
              1997, filed with the SEC on August 8, 1997).

    4.3       Warrant No. 25 issued to Jeffrey T. Pelcher, dated January 12, 2000.

    4.4       Warrant No. 26 issued to Barrie Robertson, dated February 25,
              2000.

    4.5       Warrant No. 27 issued to Barrie Robertson, dated February 25,
              2000.

    4.6       Warrant No. 28 issued to James Helm, dated February 25, 2000.

    4.7       Warrant No. 29 issued to James Helm, dated February 25, 2000.

    4.8       Warrant No. 30 issued to Margot T. Lebenberg, dated March 16,
              2000.

    4.9       Warrant No. 31 issued to Ronald Zazworsky, dated March 16, 2000.

    4.10      Warrant No. 32 issued to Timothy J. Barker, dated March 16,
              2000.

    4.11      Warrant No. 33 issued to Joe A. Rose, dated March 16, 2000.

    4.12      Warrant No. 34 issued to Joy Karns, dated February 25, 2000.

    4.13      Warrant No. 35 issued to Marvin Karns, dated February 25,
              2000.

    4.14      Warrant No. 36 issued to Suzette Esteban, dated February 25,
              2000.

                                       II-2
4.15      Warrant No. 37 issued to Francis Esteban, dated February 25,
              2000.

    4.16      Warrant No. 38 issued to Ruben Luna, dated February 25,2000.

    4.17      Warrant No. 39 issued to Maria Olvera, dated February 25,
              2000.

    4.18      Warrant No. 40 issued to C. Stuart Haworth, dated March 16, 2000.

    4.19      Warrant No. 41 issued to David Byerley, dated March 16, 2000.

    4.20      Warrant No. 42 issued to Jonathan Shaw, dated March 16,
              2000.

    4.21      Warrant No. 43 issued to Phillip L. Hodgkins, dated March 16,
              2000.

    4.22      Warrant No. 44 issued to David Delgado, dated March 16, 2000.

    4.23      Warrant No. 45 issued to Gene Marzano, dated March 16, 2000.

    4.24      Warrant No. 46 issued to Joan G. Haworth, dated March 16, 2000.

    4.25      Warrant No. 47 issued to Charles T. Haworth, dated March 16,
              2000.

    4.26      Warrant No. 48 issued to David Delgado, dated March 16, 2000.

    4.27      Warrant No. 49 issued to Joan G. Haworth, dated March 16, 2000.

    4.28      Warrant No. 50 issued to Charles T. Haworth, dated March 16,
              2000.

    4.29      Warrant No. 51 issued to Michael Wickman, dated March 16, 2000.

    4.30      Warrant No. 52 issued to David Delgado, dated March 16, 2000.

    4.31      Warrant No. 53 issued to Leo Cooper, dated March 16, 2000.

    4.32      Warrant No. 54 issued to C. Stuart Haworth, dated March 16, 2000.

    5         Opinion of Morgan, Lewis & Bockius LLP.

    23.1      Consent of Arthur Andersen LLP.

    23.2      Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
              5).

    24        Powers of Attorney (included on signature pages hereof).
II-3
ITEM 9. UNDERTAKINGS

              (a)  The undersigned registrant hereby undertakes:

                  (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                  (i)  To include any prospectus required by Section 10(a)(3) of
                  the Securities Act;

                  (ii) To reflect in the prospectus any facts or events arising
                  after the effective date of this Registration Statement (or
                  the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in this Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the SEC pursuant to Rule 424(b) of
                  the Securities Act if, in the aggregate, the changes in volume
                  and price represent no more than a 20% change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement; and

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

PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by us pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

              (b) We hereby undertake that, for purposes of determining any
liability under the Securities Act, each filing of our 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 our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the SEC 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 us of
expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, we 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 Exchange Act and will be governed by
the final adjudication of such issue.

                                       II-4
SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Dallas, State of Texas, on April 25, 2000.

                                      F.Y.I. INCORPORATED

                                    BY: /s/ ED H. BOWMAN, JR.
                                        ----------------------------------------
                                    NAME: ED H. BOWMAN, JR.
                                    TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER

                               POWERS OF ATTORNEY

      Each person whose signature appears below hereby authorizes, appoints and
constitutes Ed H. Bowman, Jr. and Margot T. Lebenberg, and each of them singly,
his true and lawful attorneys-in-fact with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign and file any and all amendments to this report with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and he hereby ratifies and confirms all that
said attorneys-in-fact or either of them, or their substitutes, may lawfully do
or cause to be done by virtue hereof.

      Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                                      Title                                 Date
    ---------                                      -----                                 ----
Chairman of the Board and Chief                 April 25, 2000
Thomas C. Walker                         Development Officer

                                         Director, President and Chief Executive         April 25, 2000
Ed H. Bowman, Jr.                        Officer (Principal Executive Officer)

                                         Director and Founder                            April 25, 2000
David Lowerstein

                                         Director, Executive Vice President and Chief    April 25, 2000
Joe A. Rose                              Operating Officer

                                         Executive Vice President and Chief Financial    April 25, 2000
                                         Officer (Principal Financial and Accounting
Timothy J. Barker                        Officer)

                                       II-5
Director                                        April 25, 2000

G. Michael Bellenghi

                                         Director                                        April 25, 2000
Michael J. Bradley

                                         Director                                        April 25, 2000
Gregory R. Melanson

                                         Director                                        April 25, 2000
Donald F. Moorehead, Jr.

                                         Director                                        April 25, 2000
Hon. Edward M. Rowell

                                         Director                                        April 25, 2000
Jonathan B. Shaw
II-6
EXHIBIT INDEX
Exhibit     Description
        -------     -----------
4.1           Amended and Restated Certificate of Incorporation of
                      F.Y.I. Incorporated (incorporated by reference to Exhibit
                      3.1 to our Registration Statement on Form S-1
                      (Registration No. 33-98608) effective January 12, 1996).

        4.2           First Amendment to Amended and Restated By-Laws of F.Y.I.
                      Incorporated (incorporated by reference to Exhibit 3.2 to
                      our Quarterly Report on Form 10-Q for the quarter ended
                      June 30, 1997, filed with the SEC on August 8, 1997).

        4.3           Warrant No. 25 issued to Jeffrey T. Pelcher, dated January 12,
                      2000.

        4.4           Warrant No. 26 issued to Barrie Robertson, dated February
                      25, 2000.

        4.5           Warrant No. 27 issued to Barrie Robertson, dated February
                      25, 2000.

        4.6           Warrant No. 28 issued to James Helm, dated February 25,
                      2000.

        4.7           Warrant No. 29 issued to James Helm, dated February 25,
                      2000.

        4.8           Warrant No. 30 issued to Margot T. Lebenberg, dated March
                      16, 2000.

        4.9           Warrant No. 31 issued to Ronald Zazworsky, dated March 16,
                      2000.

        4.10          Warrant No. 32 issued to Timothy J. Barker, dated March
                      16, 2000.

        4.11          Warrant No. 33 issued to Joe A. Rose, dated March 16,
                      2000.

        4.12          Warrant No. 34 issued to Joy Karns, dated February 25,
                      2000.

        4.13          Warrant No. 35 issued to Marvin Karns, dated February 25,
                      2000.

        4.14          Warrant No. 36 issued to Suzette Esteban, dated February
                      25, 2000.

        4.15          Warrant No. 37 issued to Francis Esteban, dated February
                      25, 2000.

        4.16          Warrant No. 38 issued to Ruben Luna, dated February 25,
                      2000.

        4.17          Warrant No. 39 issued to Maria Olvera, dated February 25,
                      2000.

        4.18          Warrant No. 40 issued to C. Stuart Haworth, dated March 16,
                      2000.

        4.19          Warrant No. 41 issued to David Byerley, dated March 16,
                      2000.

        4.20          Warrant No. 42 issued to Jonathan Shaw, dated March 16,
                      2000.

        4.21          Warrant No. 43 issued to Phillip L. Hodgkins, dated March
                      16, 2000.

        4.22          Warrant No. 44 issued to David Delgado, dated March 16,
                      2000.

                                       II-7
4.23          Warrant No. 45 issued to Gene Marzano, dated March 16,
                      2000.

        4.24          Warrant No. 46 issued to Joan G. Haworth, dated March 16,
                      2000.

        4.25          Warrant No. 47 issued to Charles T. Haworth, dated March 16,
                      2000.

        4.26          Warrant No. 48 issued to David Delgado, dated March 16,
                      2000.

        4.27          Warrant No. 49 issued to Joan G. Haworth, dated March 16,
                      2000.

        4.28          Warrant No. 50 issued to Charles T. Haworth, dated March 16,
                      2000.

        4.29          Warrant No. 51 issued to Michael Wickman, dated March 16,
                      2000.

        4.30          Warrant No. 52 issued to David Delgado, dated March 16,
                      2000.

        4.31          Warrant No. 53 issued to Leo Cooper, dated March 16,
                      2000.

        4.32          Warrant No. 54 issued to C. Stuart Haworth, dated March 16,
                      2000.

        5             Opinion of Morgan, Lewis & Bockius LLP.

        23.1          Consent of Arthur Andersen LLP.

        23.2          Consent of Morgan, Lewis & Bockius LLP (included in
                      Exhibit 5).

        24            Powers of Attorney (included on signature pages hereof).
II-8