<PAGE>   1
    As filed with the Securities and Exchange Commission on December 29, 1998

                                                           REGISTRATION NO.333-



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



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




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

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

                              3232 MCKINNEY AVENUE
                                    SUITE 900
                               DALLAS, TEXAS 75204
                                 (214) 953-7555
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)


                          WARRANTS ISSUED TO EMPLOYEES
                            (Full title of the Plan)


                                ED H. BOWMAN, JR.
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               F.Y.I. INCORPORATED
                         3232 MCKINNEY AVENUE, SUITE 900
                                 (214) 953-7555
              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)


                                   COPIES TO:

CHRISTOPHER T. JENSEN, ESQ.                         MARGOT T. LEBENBERG, ESQ.
MORGAN, LEWIS & BOCKIUS LLP                         F.Y.I. INCORPORATED
101 PARK AVENUE                                     3232 MCKINNEY AVENUE
NEW YORK, NEW YORK  10178                           SUITE 900
(212) 309-6000                                      DALLAS, TEXAS  75204
                                                    (214) 953-7555
<PAGE>   2
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                   PROPOSED               PROPOSED                            
                                                                   MAXIMUM                MAXIMUM             AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO      AMOUNT TO BE             OFFERING          AGGREGATE OFFERING    REGISTRATION FEE
            BE REGISTERED                REGISTERED (1)        PRICE PER SHARE             PRICE                 (3)
---------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                   <C>                   <C>                   <C>      
Common Stock, par value $0.01 per           457,600               $28.625(2)            $13,098,800           $3,641.47
share
</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
    warrantholder.

(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
    follows: Proposed Maximum Offering Price Per Share multiplied by .000278.
<PAGE>   3
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.    PLAN INFORMATION.*

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

    * Information required by Part I to be contained in the Section 10(a)
    prospectus is omitted from this Registration Statement in accordance with
    Rule 428 under the Securities Act of 1933, as amended, and the Introductory
    Note to Part I of Form S-8.



                                       I-1
<PAGE>   4
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by F.Y.I. Incorporated, a Delaware corporation
(the "Company"), are incorporated herein by reference:

    (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the Commission on March 11, 1998.

    (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998, filed with the Commission on May 11, 1998.

    (c) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998, filed with the Commission on August 10, 1998.

    (d) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998, filed with the Commission on November 13, 1998.

    (e) The Company's Current Report on Form 8-K (dated March 17, 1998), filed
with the Commission on March 20, 1998.

    (f) The description of the Common Stock, registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), contained in the
Company's Registration Statement on Form S-1 (Reg. No.33-98608) and
incorporated by reference in the Company's Registration Statement on Form 8-A
(File No.0-27444), including any amendments or reports filed for the purpose of
updating any such description.

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

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

ITEM 4.    DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.



                                      II-1
<PAGE>   5
ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The Company's Amended and Restated Bylaws provide that the Company shall, to
the fullest extent permitted by Section 145 of the General Corporation Law of
the State of Delaware, as amended from time to time (the "DGCL"), indemnify its
officers and directors as permitted pursuant thereto.

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

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

ITEM 7.    EXEMPTION FROM REGISTRATION.

    Not applicable.

ITEM 8.     EXHIBITS.

<TABLE>
<CAPTION>
    Exhibit       Description
    -------       -----------
<S>               <C>        
    4.1           Amended and Restated Certificate of Incorporation of the
                  Company (incorporated by reference to Exhibit 3.1 to the
                  Company's Registration Statement on Form S-1 (Registration No.
                  33-98608)).

    4.2           Amended and Restated By-Laws of the Company (incorporated by
                  reference to Exhibit 3.2 to the Company's Quarterly Report on
                  Form 10-Q for the quarter ended June 30, 1997, filed with the
                  Commission on August 8, 1997).

    4.3           Warrant issued to Mary D. Baker, dated October 27, 1998.

    4.4           Warrant issued to Sharon Kelly, dated October 27, 1998.

    4.5           Warrant issued to C. Stuart Haworth, dated October 27, 1998.

    4.6           Warrant issued to Janet Thornton, dated October 27, 1998.

    4.7           Warrant issued to Stephen D. Swartz, dated October 27, 1998.

    4.8           Warrant issued to Hossein Borhani, dated October 27, 1998.
</TABLE>


                                      II-2
<PAGE>   6
<TABLE>
<S>               <C>        
    4.9           Warrant issued to George Desloge, dated October 27, 1998.

    4.10          Warrant issued to Paul White, dated October 27, 1998.

    4.11          Warrant issued to Kaye Hall, dated October 27, 1998.

    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>   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 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 Commission pursuant to Rule
                  424(b) of the Securities Act if, in the aggregate, the changes
                  in volume and price represent no more than a 20% change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in the effective registration
                  statement; and

                  (iii) To include any material information with respect to the
                  plan of distribution not previously disclosed in this
                  Registration Statement or any material change to such
                  information in 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 the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

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

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

              (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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 Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.



                                      II-4
<PAGE>   8
                                   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 December 29, 1998.

                                   F.Y.I. INCORPORATED

                                   BY: /S/ ED H. BOWMAN, JR.
                                       -----------------------------------------
                                           ED H. BOWMAN, JR.
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER


                               POWERS OF ATTORNEY

      Each person whose signature appears below hereby authorizes, appoints and
constitutes Ed H. Bowman, Jr. and Margot T. Lebenberg 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 any of them, or their substitutes, may lawfully do or
cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
         Signature                          Title                                    Date
         ---------                          -----                                    ----
<S>                                  <C>                                        <C> 
/s/ Thomas C. Walker                 Chairman of the Board and                  December 29, 1998
----------------------------         Chief Development Officer
    Thomas C. Walker            

/s/ Ed H. Bowman, Jr.                Director, President and Chief              December 29, 1998
----------------------------         Executive Officer
    Ed H. Bowman, Jr.                (Principal Executive Officer)

/s/ David Lowenstein                 Director, Executive Vice President         December 29, 1998
----------------------------         and Treasurer
    David Lowenstein            

/s/ Timothy J. Barker                Senior Vice President and                  December 29, 1998
----------------------------         Chief Financial Officer
    Timothy J. Barker                (Principal Financial and
                                     Accounting Officer)

/s/ Donald F. Moorehead, Jr.         Director                                   December 29, 1998
----------------------------
    Donald F. Moorehead, Jr.
</TABLE>



                                      II-5
<PAGE>   9
<TABLE>
<S>                                  <C>                                        <C> 
/s/ G. Michael Bellenghi             Director                                   December 29, 1998
----------------------------
    G. Michael Bellenghi

/s/ Gregory R. Melanson              Director                                   December 29, 1998
----------------------------
    Gregory R. Melanson

/s/ Jonathan B. Shaw                 Director                                   December 29, 1998
----------------------------
    Jonathan B. Shaw

/s/ Michael J. Bradley               Director                                   December 29, 1998
----------------------------
    Michael J. Bradley

/s/ Hon. Edward M. Rowell            Director                                   December 29, 1998
----------------------------
    Hon. Edward M. Rowell

/s/ Kyle C. Kerbawy                  Director                                   December 29, 1998
----------------------------
Kyle C. Kerbawy
</TABLE>



                                      II-6
<PAGE>   10
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
      Exhibit              Description
      -------              -----------
<S>               <C>
      4.1         Amended and Restated Certificate of Incorporation of the
                  Company (incorporated by reference to Exhibit 3.1 to the
                  Company's Registration Statement on Form S-1 (Registration No.
                  33-98608)).

      4.2         Amended and Restated By-Laws of the Company (incorporated by
                  reference to Exhibit 3.2 to the Company's Quarterly Report on
                  Form 10-Q for the quarter ended June 30, 1997, filed with the
                  Commission on August 8, 1997).

      4.3         Warrant issued to Mary D. Baker, dated October 27, 1998.

      4.4         Warrant issued to Sharon Kelly, dated October 27, 1998.

      4.5         Warrant issued to C. Stuart Haworth, dated October 27, 1998.

      4.6         Warrant issued to Janet Thornton, dated October 27, 1998.

      4.7         Warrant issued to Stephen D. Swartz, dated October 27, 1998.

      4.8         Warrant issued to Hossein Borhani, dated October 27, 1998.

      4.9         Warrant issued to George Desloge, dated October 27, 1998.

      4.10        Warrant issued to Paul White, dated October 27, 1998.

      4.11        Warrant issued to Kaye Hall, dated October 27, 1998.

      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-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 RE: F.Y.I. INCORPORATED", "secsgml_size_bytes": 21861}]
{"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": "333-69813", "film-number": "98777001"}, "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"}}
1
    As filed with the Securities and Exchange Commission on December 29, 1998

                                                           REGISTRATION NO.333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                              3232 MCKINNEY AVENUE
                                    SUITE 900
                               DALLAS, TEXAS 75204
                                 (214) 953-7555
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                          WARRANTS ISSUED TO EMPLOYEES
                            (Full title of the Plan)

                                ED H. BOWMAN, JR.
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               F.Y.I. INCORPORATED
                         3232 MCKINNEY AVENUE, SUITE 900
                                 (214) 953-7555
              (Name and address, including zip code, and telephone
               number, including area code, of agent for service)

                                   COPIES TO:

CHRISTOPHER T. JENSEN, ESQ.                         MARGOT T. LEBENBERG, ESQ.
MORGAN, LEWIS & BOCKIUS LLP                         F.Y.I. INCORPORATED
101 PARK AVENUE                                     3232 MCKINNEY AVENUE
NEW YORK, NEW YORK  10178                           SUITE 900
(212) 309-6000                                      DALLAS, TEXAS  75204
                                                    (214) 953-7555
2
                         CALCULATION OF REGISTRATION FEE
PROPOSED               PROPOSED                            
                                                                   MAXIMUM                MAXIMUM             AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO      AMOUNT TO BE             OFFERING          AGGREGATE OFFERING    REGISTRATION FEE
            BE REGISTERED                REGISTERED (1)        PRICE PER SHARE             PRICE                 (3)
---------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per           457,600               $28.625(2)            $13,098,800           $3,641.47
share
(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
    warrantholder.

(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
    follows: Proposed Maximum Offering Price Per Share multiplied by .000278.
3
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.    PLAN INFORMATION.*

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

    * Information required by Part I to be contained in the Section 10(a)
    prospectus is omitted from this Registration Statement in accordance with
    Rule 428 under the Securities Act of 1933, as amended, and the Introductory
    Note to Part I of Form S-8.

                                       I-1
4
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by F.Y.I. Incorporated, a Delaware corporation
(the "Company"), are incorporated herein by reference:

    (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the Commission on March 11, 1998.

    (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998, filed with the Commission on May 11, 1998.

    (c) The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998, filed with the Commission on August 10, 1998.

    (d) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998, filed with the Commission on November 13, 1998.

    (e) The Company's Current Report on Form 8-K (dated March 17, 1998), filed
with the Commission on March 20, 1998.

    (f) The description of the Common Stock, registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), contained in the
Company's Registration Statement on Form S-1 (Reg. No.33-98608) and
incorporated by reference in the Company's Registration Statement on Form 8-A
(File No.0-27444), including any amendments or reports filed for the purpose of
updating any such description.

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

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

ITEM 4.    DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

                                      II-1
5
ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    The Company's Amended and Restated Bylaws provide that the Company shall, to
the fullest extent permitted by Section 145 of the General Corporation Law of
the State of Delaware, as amended from time to time (the "DGCL"), indemnify its
officers and directors as permitted pursuant thereto.

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

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

ITEM 7.    EXEMPTION FROM REGISTRATION.

    Not applicable.

ITEM 8.     EXHIBITS.
Exhibit       Description
    -------       -----------
4.1           Amended and Restated Certificate of Incorporation of the
                  Company (incorporated by reference to Exhibit 3.1 to the
                  Company's Registration Statement on Form S-1 (Registration No.
                  33-98608)).

    4.2           Amended and Restated By-Laws of the Company (incorporated by
                  reference to Exhibit 3.2 to the Company's Quarterly Report on
                  Form 10-Q for the quarter ended June 30, 1997, filed with the
                  Commission on August 8, 1997).

    4.3           Warrant issued to Mary D. Baker, dated October 27, 1998.

    4.4           Warrant issued to Sharon Kelly, dated October 27, 1998.

    4.5           Warrant issued to C. Stuart Haworth, dated October 27, 1998.

    4.6           Warrant issued to Janet Thornton, dated October 27, 1998.

    4.7           Warrant issued to Stephen D. Swartz, dated October 27, 1998.

    4.8           Warrant issued to Hossein Borhani, dated October 27, 1998.
II-2
6
4.9           Warrant issued to George Desloge, dated October 27, 1998.

    4.10          Warrant issued to Paul White, dated October 27, 1998.

    4.11          Warrant issued to Kaye Hall, dated October 27, 1998.

    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
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 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 Commission pursuant to Rule
                  424(b) of the Securities Act if, in the aggregate, the changes
                  in volume and price represent no more than a 20% change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in the effective registration
                  statement; and

                  (iii) To include any material information with respect to the
                  plan of distribution not previously disclosed in this
                  Registration Statement or any material change to such
                  information in 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 the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

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

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

              (b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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 Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-4
8
                                   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 December 29, 1998.

                                   F.Y.I. INCORPORATED

                                   BY: /S/ ED H. BOWMAN, JR.
                                       -----------------------------------------
                                           ED H. BOWMAN, JR.
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER

                               POWERS OF ATTORNEY

      Each person whose signature appears below hereby authorizes, appoints and
constitutes Ed H. Bowman, Jr. and Margot T. Lebenberg 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 any of them, or their substitutes, may lawfully do or
cause to be done by virtue hereof.

      Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                          Title                                    Date
         ---------                          -----                                    ----
/s/ Thomas C. Walker                 Chairman of the Board and                  December 29, 1998
----------------------------         Chief Development Officer
    Thomas C. Walker            

/s/ Ed H. Bowman, Jr.                Director, President and Chief              December 29, 1998
----------------------------         Executive Officer
    Ed H. Bowman, Jr.                (Principal Executive Officer)

/s/ David Lowenstein                 Director, Executive Vice President         December 29, 1998
----------------------------         and Treasurer
    David Lowenstein            

/s/ Timothy J. Barker                Senior Vice President and                  December 29, 1998
----------------------------         Chief Financial Officer
    Timothy J. Barker                (Principal Financial and
                                     Accounting Officer)

/s/ Donald F. Moorehead, Jr.         Director                                   December 29, 1998
----------------------------
    Donald F. Moorehead, Jr.
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9
/s/ G. Michael Bellenghi             Director                                   December 29, 1998
----------------------------
    G. Michael Bellenghi

/s/ Gregory R. Melanson              Director                                   December 29, 1998
----------------------------
    Gregory R. Melanson

/s/ Jonathan B. Shaw                 Director                                   December 29, 1998
----------------------------
    Jonathan B. Shaw

/s/ Michael J. Bradley               Director                                   December 29, 1998
----------------------------
    Michael J. Bradley

/s/ Hon. Edward M. Rowell            Director                                   December 29, 1998
----------------------------
    Hon. Edward M. Rowell

/s/ Kyle C. Kerbawy                  Director                                   December 29, 1998
----------------------------
Kyle C. Kerbawy
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10
                                  EXHIBIT INDEX
Exhibit              Description
      -------              -----------
4.1         Amended and Restated Certificate of Incorporation of the
                  Company (incorporated by reference to Exhibit 3.1 to the
                  Company's Registration Statement on Form S-1 (Registration No.
                  33-98608)).

      4.2         Amended and Restated By-Laws of the Company (incorporated by
                  reference to Exhibit 3.2 to the Company's Quarterly Report on
                  Form 10-Q for the quarter ended June 30, 1997, filed with the
                  Commission on August 8, 1997).

      4.3         Warrant issued to Mary D. Baker, dated October 27, 1998.

      4.4         Warrant issued to Sharon Kelly, dated October 27, 1998.

      4.5         Warrant issued to C. Stuart Haworth, dated October 27, 1998.

      4.6         Warrant issued to Janet Thornton, dated October 27, 1998.

      4.7         Warrant issued to Stephen D. Swartz, dated October 27, 1998.

      4.8         Warrant issued to Hossein Borhani, dated October 27, 1998.

      4.9         Warrant issued to George Desloge, dated October 27, 1998.

      4.10        Warrant issued to Paul White, dated October 27, 1998.

      4.11        Warrant issued to Kaye Hall, dated October 27, 1998.

      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-7