UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549

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

                      HALLMARK FINANCIAL SERVICES, INC.
            (Exact name of registrant as specified in its charter)

             Nevada                                   87-0447375
         (State or other                             (IRS Employer
          jurisdiction                            Identification No.)
        of incorporation)

        14651 Dallas Parkway, Suite 900, Dallas, Texas       75240
           (Address of principal executive offices)        (Zip Code)

    Hallmark Financial Services, Inc. 1991 Key Employee Stock Option Plan
 Hallmark Financial Services, Inc. 1994 Key Employee Long Term Incentive Plan
Hallmark Financial Services, Inc. 1994 Non-Employee Director Stock Option Plan
                          (Full title of the plans)

                                        Copy to:
 Ramon D. Phillips                      Steven D. Davidson, Esq.
 President and Chief Executive Officer  McGuire, Craddock, Strother & Hale, P.C.
 Hallmark Financial Services, Inc.      3550 Lincoln Plaza
 14651 Dallas Parkway, Suite 900        500 N. Akard Street
 Dallas, Texas 75240                    Dallas, Texas  75201
 (972) 934-2400                         (214) 954-6800
(Name, address and telephone number, including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE

                             Proposed      Proposed
  Title of     Amount to      maximum       maximum      Amount of
 securities        be        offering      aggregate    registration
    to be      registered    price per     offering         fee
 registered       (1)        share (2)     price (2)
 ------------------------------------------------------------------------------
   Common      3,375,000       $0.50      $1,687,500     $445.50
    Stock        shares

 (1)  Plus an indeterminate number of additional shares which may become
      issuable pursuant to anti-dilution and adjustment provisions of the
      Plans.

 (2)  Pursuant to Rule 457, calculated on the basis of the average of the
      high and low price of the Common Stock on the American Stock Exchange
      on July 6, 2000.

      This Registration Statement relates to up to 3,375,000 shares of common
 stock, $0.03 par value per share (the "Common Stock"), of Hallmark Financial
 Services, Inc.  (the  "Company") which  may  be issued  under  the  Hallmark
 Financial Services,  Inc. 1991  Key Employee  Stock Option  Plan (the  "1991
 Plan"), the Hallmark Financial  Services, Inc. 1994  Key Employee Long  Term
 Incentive Plan  (the  "1994  Employee  Plan")  and  the  Hallmark  Financial
 Services, Inc.  1994  Non-Employee Director  Stock  Option Plan  (the  "1994
 Director Plan").    The 1991  Plan,  the 1994  Employee  Plan and  the  1994
 Director Plan are collectively referred to herein as the "Plans".
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents and  other information specified  in Part I  of Form  S-8
 will be sent or given to participants in the Plans as specified in Rule  428
 promulgated under the Securities Act of 1933.  Pursuant to Rule 428  and the
 instructions to Form S-8,  such documents and  information are omitted  from
 this Registration Statement.


                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.  Incorporation of Documents by Reference.

      The following documents, which have been filed by the Company with  the
 Securities and  Exchange Commission,  are hereby  incorporated by  reference
 into this Registration Statement:

      a.   The Company's Annual  Report on Form  10-KSB for  the fiscal  year
           ended December 31, 1999;

      b.   The Company's  Quarterly  Report on  Form  10-QSB for  the  fiscal
           quarter ended March 31, 2000;

      c.   The Company's definitive Proxy Statement dated April 24, 2000; and

      d.   The description of  the Common  Stock contained  in the  Company's
           registration statement  on Form  8-A as  filed with the Commission
           on July 8, 1992.

      In addition, all documents subsequently  filed by the Company  pursuant
 to Sections 13(a),  13(c), 14 and  15(d) of the  Securities Exchange Act  of
 1934, prior to the filing of a post-effective amendment which indicates that
 all securities offered  hereby have been  sold or which  deregisters all  of
 such securities then remaining unsold, shall be deemed to be incorporated by
 reference into this Registration Statement and to be a part hereof from  the
 date of filing of such documents.

 Item 4.  Description of Securities.

      Not applicable.

 Item 5.  Interests of Named Experts and Counsel.

      Not applicable.
<PAGE>

 Item 6.  Indemnification of Directors and Officers.

      The Bylaws of the Company contain provisions requiring it to  indemnify
 its officers, directors, employees and agents  to the full extent  permitted
 by the Nevada General Corporation Law.  Section 78.751 of the Nevada General
 Corporation Law permits a  corporation to  indemnify any  person who was, or
 is, or  is  threatened  to be  made  a  party in  a  completed,  pending  or
 threatened  proceeding,  whether  civil   or  criminal,  administrative   or
 investigative (except an action by or  in the right of the  corporation), by
 reason  of being or  having been an officer,  director, employee or agent of
 the corporation  or serving  in certain  capacities at  the request  of  the
 corporation.  Indemnification may include attorneys' fees,  judgments, fines
 and amounts paid  in settlement.   The person  to be  indemnified must  have
 acted in good faith and in a manner he  reasonably believed to  be in or not
 opposed to the best  interests of the corporation  and, with respect to  any
 criminal action, such person  must have had no  reasonable cause to  believe
 his conduct was unlawful.

      With respect to actions by or in the right of the corporation,  Section
 78.751 does not permit indemnification for any claim, issue or matter as  to
 which such  a person  has been  finally  adjudged by  a court  of  competent
 jurisdiction to  be  liable  to  the corporation  or  for  amounts  paid  in
 settlement to the corporation unless (and only to the extent that) the court
 in which the  action was brought  or other court  of competent  jurisdiction
 determines that  in view  of  all circumstances  the  person is  fairly  and
 reasonably entitled to indemnity.   Unless indemnification  is ordered by  a
 court, the  determination  to  pay  indemnification  must  be  made  by  the
 stockholders, by a majority vote of a  quorum of the Board of Directors  who
 were  not  parties  to  the  action,  suit  or  proceeding,  or  in  certain
 circumstances by independent legal counsel in  a written opinion.    Section
 78.751 permits  the  articles of  incorporation  or bylaws  to  provide  for
 payment to an officer or director of the expenses of defending an action  as
 incurred upon  receipt  of an  undertaking  to repay  the  amount if  it  is
 ultimately determined by a court of  competent jurisdiction that the  person
 is not entitled to indemnification.   Section 78.751 also provides that,  to
 the extent a director, officer, employee or agent has been successful on the
 merits or  otherwise  in  the  defense  of  any  such  action,  he  must  be
 indemnified by the corporation against expenses, including attorneys'  fees,
 actually and reasonably incurred in connection with the defense.

 Item 7.  Exemption From Registration Claimed.

      Not Applicable

 Item 8.  Exhibits.

      The  following  exhibits  are  filed  as  part  of  this   Registration
 Statement:

       4.1 Articles of Incorporation of the Company, as amended [incorporated
           by reference to Exhibit 3(a) to  Annual Report on Form 10-KSB  for
           the fiscal year ended December 31, 1993 (File No. 0-16090)].

       4.2 Bylaws of the  Company, as amended  [incorporated by reference  to
           Exhibit 3(b) to Annual Report on  Form 10-KSB for the fiscal  year
           ended December 31, 1993 (File No. 0-16090)].
<PAGE>
       4.3 Specimen certificate for Common Stock of the Company [incorporated
           by reference to Exhibit 4 to Annual Report on Form 10-KSB for  the
           fiscal year ended December 31, 1991 (File No. 0-16090)].

       5.1 Opinion of  McGuire, Craddock,  Strother  & Hale,  P.C.  regarding
           legality of the securities being registered.

      23.1 Consent of McGuire, Craddock,  Strother  &  Hale,  P.C. (contained
           in Exhibit 5.1).

      23.2 Consent  of   PricewaterhouseCoopers   LLP,   independent   public
           accountants.

      24.1 Power of  Attorney  (contained  on  the  signature  page  to  this
           Registration Statement).

 Item 9.  Undertakings.

      The Company 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 of 1933;

           (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 hereof)  which, individually or  in the  aggregate,
 represent a  fundamental  change  in  the  information  set  forth  in  this
 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 this Registration Statement;

           Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply

 if the information required to be included in a post-effective amendment  by
 those paragraphs  is contained  in periodic  reports  filed by  the  Company
 pursuant to Section 13  or Section 15(d) of  the Securities Exchange Act  of
 1934 that are incorporated by reference in this Registration Statement.

      (2)  That, for  the  purpose of  determining  any liability  under  the
 Securities Act of 1933, each such  post-effective amendment shall be  deemed
 to be  a  new registration  statement  relating to  the  securities  offered
 therein and the offering of such securities at that time shall be deemed  to
 be the initial bona fide offering thereof.

      (3)  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.
<PAGE>
      (4)  That,  for  purposes  of  determining  any  liability  under   the
 Securities act of 1933, each filing of the Company's annual report  pursuant
 to Section 13(a)  or Section 15(d)  of the Securities  Exchange Act of  1934
 that is incorporated by  reference in this  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.

      (5)  Insofar as  indemnification  for  liabilities  arising  under  the
 Securities  Act  of  1933  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
 Securities and Exchange Commission,  such indemnification is against  public
 policy as  expressed  in the  Securities  Act  of 1933  and  is,  therefore,
 unenforceable.  In the event that  a claim for indemnification against  such
 liabilities (other than the payment by  the 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 Securities act of  1933
 and will be governed by the final adjudication of such issue.

<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  the 12th day of July,
 2000.

                                    HALLMARK FINANCIAL SERVICES, INC.



                               By:  /s/ Ramon D. Phillips
                                    ---------------------------------------
                                    Ramon D. Phillips, President (Chief
                                    Executive Officer)




                               By:  /s/ Johnny J. DePuma
                                    ---------------------------------------
                                    Johnny J. DePuma, Vice President (Chief
                                    Financial Officer/Principal Accounting
                                    Officer)


<PAGE>

                              POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENT that each person whose signature  appears
 below hereby constitutes and appoints each  of Ramon D. Phillips and  Johnny
 J. DePuma, each with full power to  act without the other, his/her true  and
 lawful agents and attorneys-in-fact, each  with full power of  substitution,
 for him/her and in his/her name, place and stead, in any and all capacities,
 to sign any and  all amendments to this  Registration Statement and to  file
 the same,  with  all exhibits  thereto  and other  documents  in  connection
 therewith, with the Securities and  Exchange Commission, granting unto  each
 of said attorneys-in-fact full  power and authority to  do and perform  each
 and every act  and thing requisite  and necessary to  be done in  connection
 therewith as fully to all intents and  purposes as he/she might or could  do
 in person.

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



      Date:  July 12, 2000               /s/ Ramon D. Phillips
                                    ---------------------------
                                    Ramon D. Phillips, Director



      Date:  July 12, 2000               /s/ Linda H. Sleeper
                                    ---------------------------
                                    Linda H. Sleeper, Director



      Date:  July 12, 2000               /s/ Raymond A. Kilgore
                                    ---------------------------
                                    Raymond A. Kilgore, Director



      Date:
                                    ---------------------------
                                    James H. Graves, Director



      Date:  July 12, 2000               /s/ George R. Manser
                                    ---------------------------
                                    George R. Manser, Director



      Date:  July 12, 2000               /s/ C. Jeffrey Rogers
                                    ---------------------------
                                    C. Jeffrey Rogers, Director



<PAGE>


                                EXHIBITS INDEX


 Exhibit                                                     Sequential
 Number    Description                                       Page Number
 -------   -----------                                       -----------

  4.1      Articles of Incorporation of the Company, as amended
           [incorporated by reference to Exhibit 3(a) to Annual
           Report on Form 10-KSB for the fiscal year ended December
           31, 1993 (File No. 0-16090)].

  4.2      Bylaws of the Company, as amended [incorporated by
           reference to Exhibit 3(b) to Annual Report on Form 10-
           KSB for the fiscal year ended December 31, 1993 (File
           No. 0-16090)].

  4.3      Specimen certificate for Common Stock of the Company
           [incorporated by reference to Exhibit 4 to Annual Report
           on Form 10-KSB for the fiscal year ended December 31,
           1991 (File No. 0-16090)].

  5.1      Opinion of McGuire, Craddock, Strother & Hale, P.C.
           regarding legality of the securities being registered.

 23.1      Consent of McGuire, Craddock, Strother & Hale, P.C.
           (contained in Exhibit 5.1).

 23.2      Consent of PricewaterhouseCoopers LLP, independent
           public accountants.

 24.1      Power of Attorney (contained on the signature page to
           this Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 17484}]
{"company-data": {"conformed-name": "HALLMARK FINANCIAL SERVICES INC", "cik": "0000819913", "assigned-sic": "6399", "irs-number": "870447375", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41220", "film-number": "671589"}, "business-address": {"street1": "14651 DALLAS PKWY STE 900", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "9724041637"}, "mail-address": {"street1": "14651 DALLAS PKWY", "street2": "STE 900", "city": "DALLAS", "state": "TX", "zip": "75240"}, "former-company": [{"former-conformed-name": "ACOI INC", "date-changed": "19920703"}, {"former-conformed-name": "AMERICAN CREDIT OPTICAL INC /DE/", "date-changed": "19910611"}, {"former-conformed-name": "PYRAMID GROWTH INC", "date-changed": "19890124"}]}
UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549

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

                      HALLMARK FINANCIAL SERVICES, INC.
            (Exact name of registrant as specified in its charter)

             Nevada                                   87-0447375
         (State or other                             (IRS Employer
          jurisdiction                            Identification No.)
        of incorporation)

        14651 Dallas Parkway, Suite 900, Dallas, Texas       75240
           (Address of principal executive offices)        (Zip Code)

    Hallmark Financial Services, Inc. 1991 Key Employee Stock Option Plan
 Hallmark Financial Services, Inc. 1994 Key Employee Long Term Incentive Plan
Hallmark Financial Services, Inc. 1994 Non-Employee Director Stock Option Plan
                          (Full title of the plans)

                                        Copy to:
 Ramon D. Phillips                      Steven D. Davidson, Esq.
 President and Chief Executive Officer  McGuire, Craddock, Strother & Hale, P.C.
 Hallmark Financial Services, Inc.      3550 Lincoln Plaza
 14651 Dallas Parkway, Suite 900        500 N. Akard Street
 Dallas, Texas 75240                    Dallas, Texas  75201
 (972) 934-2400                         (214) 954-6800
(Name, address and telephone number, including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE

                             Proposed      Proposed
  Title of     Amount to      maximum       maximum      Amount of
 securities        be        offering      aggregate    registration
    to be      registered    price per     offering         fee
 registered       (1)        share (2)     price (2)
 ------------------------------------------------------------------------------
   Common      3,375,000       $0.50      $1,687,500     $445.50
    Stock        shares

 (1)  Plus an indeterminate number of additional shares which may become
      issuable pursuant to anti-dilution and adjustment provisions of the
      Plans.

 (2)  Pursuant to Rule 457, calculated on the basis of the average of the
      high and low price of the Common Stock on the American Stock Exchange
      on July 6, 2000.

      This Registration Statement relates to up to 3,375,000 shares of common
 stock, $0.03 par value per share (the "Common Stock"), of Hallmark Financial
 Services, Inc.  (the  "Company") which  may  be issued  under  the  Hallmark
 Financial Services,  Inc. 1991  Key Employee  Stock Option  Plan (the  "1991
 Plan"), the Hallmark Financial  Services, Inc. 1994  Key Employee Long  Term
 Incentive Plan  (the  "1994  Employee  Plan")  and  the  Hallmark  Financial
 Services, Inc.  1994  Non-Employee Director  Stock  Option Plan  (the  "1994
 Director Plan").    The 1991  Plan,  the 1994  Employee  Plan and  the  1994
 Director Plan are collectively referred to herein as the "Plans".
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The documents and  other information specified  in Part I  of Form  S-8
 will be sent or given to participants in the Plans as specified in Rule  428
 promulgated under the Securities Act of 1933.  Pursuant to Rule 428  and the
 instructions to Form S-8,  such documents and  information are omitted  from
 this Registration Statement.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.  Incorporation of Documents by Reference.

      The following documents, which have been filed by the Company with  the
 Securities and  Exchange Commission,  are hereby  incorporated by  reference
 into this Registration Statement:

      a.   The Company's Annual  Report on Form  10-KSB for  the fiscal  year
           ended December 31, 1999;

      b.   The Company's  Quarterly  Report on  Form  10-QSB for  the  fiscal
           quarter ended March 31, 2000;

      c.   The Company's definitive Proxy Statement dated April 24, 2000; and

      d.   The description of  the Common  Stock contained  in the  Company's
           registration statement  on Form  8-A as  filed with the Commission
           on July 8, 1992.

      In addition, all documents subsequently  filed by the Company  pursuant
 to Sections 13(a),  13(c), 14 and  15(d) of the  Securities Exchange Act  of
 1934, prior to the filing of a post-effective amendment which indicates that
 all securities offered  hereby have been  sold or which  deregisters all  of
 such securities then remaining unsold, shall be deemed to be incorporated by
 reference into this Registration Statement and to be a part hereof from  the
 date of filing of such documents.

 Item 4.  Description of Securities.

      Not applicable.

 Item 5.  Interests of Named Experts and Counsel.

      Not applicable.
Item 6.  Indemnification of Directors and Officers.

      The Bylaws of the Company contain provisions requiring it to  indemnify
 its officers, directors, employees and agents  to the full extent  permitted
 by the Nevada General Corporation Law.  Section 78.751 of the Nevada General
 Corporation Law permits a  corporation to  indemnify any  person who was, or
 is, or  is  threatened  to be  made  a  party in  a  completed,  pending  or
 threatened  proceeding,  whether  civil   or  criminal,  administrative   or
 investigative (except an action by or  in the right of the  corporation), by
 reason  of being or  having been an officer,  director, employee or agent of
 the corporation  or serving  in certain  capacities at  the request  of  the
 corporation.  Indemnification may include attorneys' fees,  judgments, fines
 and amounts paid  in settlement.   The person  to be  indemnified must  have
 acted in good faith and in a manner he  reasonably believed to  be in or not
 opposed to the best  interests of the corporation  and, with respect to  any
 criminal action, such person  must have had no  reasonable cause to  believe
 his conduct was unlawful.

      With respect to actions by or in the right of the corporation,  Section
 78.751 does not permit indemnification for any claim, issue or matter as  to
 which such  a person  has been  finally  adjudged by  a court  of  competent
 jurisdiction to  be  liable  to  the corporation  or  for  amounts  paid  in
 settlement to the corporation unless (and only to the extent that) the court
 in which the  action was brought  or other court  of competent  jurisdiction
 determines that  in view  of  all circumstances  the  person is  fairly  and
 reasonably entitled to indemnity.   Unless indemnification  is ordered by  a
 court, the  determination  to  pay  indemnification  must  be  made  by  the
 stockholders, by a majority vote of a  quorum of the Board of Directors  who
 were  not  parties  to  the  action,  suit  or  proceeding,  or  in  certain
 circumstances by independent legal counsel in  a written opinion.    Section
 78.751 permits  the  articles of  incorporation  or bylaws  to  provide  for
 payment to an officer or director of the expenses of defending an action  as
 incurred upon  receipt  of an  undertaking  to repay  the  amount if  it  is
 ultimately determined by a court of  competent jurisdiction that the  person
 is not entitled to indemnification.   Section 78.751 also provides that,  to
 the extent a director, officer, employee or agent has been successful on the
 merits or  otherwise  in  the  defense  of  any  such  action,  he  must  be
 indemnified by the corporation against expenses, including attorneys'  fees,
 actually and reasonably incurred in connection with the defense.

 Item 7.  Exemption From Registration Claimed.

      Not Applicable

 Item 8.  Exhibits.

      The  following  exhibits  are  filed  as  part  of  this   Registration
 Statement:

       4.1 Articles of Incorporation of the Company, as amended [incorporated
           by reference to Exhibit 3(a) to  Annual Report on Form 10-KSB  for
           the fiscal year ended December 31, 1993 (File No. 0-16090)].

       4.2 Bylaws of the  Company, as amended  [incorporated by reference  to
           Exhibit 3(b) to Annual Report on  Form 10-KSB for the fiscal  year
           ended December 31, 1993 (File No. 0-16090)].
4.3 Specimen certificate for Common Stock of the Company [incorporated
           by reference to Exhibit 4 to Annual Report on Form 10-KSB for  the
           fiscal year ended December 31, 1991 (File No. 0-16090)].

       5.1 Opinion of  McGuire, Craddock,  Strother  & Hale,  P.C.  regarding
           legality of the securities being registered.

      23.1 Consent of McGuire, Craddock,  Strother  &  Hale,  P.C. (contained
           in Exhibit 5.1).

      23.2 Consent  of   PricewaterhouseCoopers   LLP,   independent   public
           accountants.

      24.1 Power of  Attorney  (contained  on  the  signature  page  to  this
           Registration Statement).

 Item 9.  Undertakings.

      The Company 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 of 1933;

           (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 hereof)  which, individually or  in the  aggregate,
 represent a  fundamental  change  in  the  information  set  forth  in  this
 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 this Registration Statement;

           Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply

 if the information required to be included in a post-effective amendment  by
 those paragraphs  is contained  in periodic  reports  filed by  the  Company
 pursuant to Section 13  or Section 15(d) of  the Securities Exchange Act  of
 1934 that are incorporated by reference in this Registration Statement.

      (2)  That, for  the  purpose of  determining  any liability  under  the
 Securities Act of 1933, each such  post-effective amendment shall be  deemed
 to be  a  new registration  statement  relating to  the  securities  offered
 therein and the offering of such securities at that time shall be deemed  to
 be the initial bona fide offering thereof.

      (3)  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.
(4)  That,  for  purposes  of  determining  any  liability  under   the
 Securities act of 1933, each filing of the Company's annual report  pursuant
 to Section 13(a)  or Section 15(d)  of the Securities  Exchange Act of  1934
 that is incorporated by  reference in this  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.

      (5)  Insofar as  indemnification  for  liabilities  arising  under  the
 Securities  Act  of  1933  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
 Securities and Exchange Commission,  such indemnification is against  public
 policy as  expressed  in the  Securities  Act  of 1933  and  is,  therefore,
 unenforceable.  In the event that  a claim for indemnification against  such
 liabilities (other than the payment by  the 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 Securities act of  1933
 and will be governed by the final adjudication of such issue.
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  the 12th day of July,
 2000.

                                    HALLMARK FINANCIAL SERVICES, INC.

                               By:  /s/ Ramon D. Phillips
                                    ---------------------------------------
                                    Ramon D. Phillips, President (Chief
                                    Executive Officer)

                               By:  /s/ Johnny J. DePuma
                                    ---------------------------------------
                                    Johnny J. DePuma, Vice President (Chief
                                    Financial Officer/Principal Accounting
                                    Officer)
POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENT that each person whose signature  appears
 below hereby constitutes and appoints each  of Ramon D. Phillips and  Johnny
 J. DePuma, each with full power to  act without the other, his/her true  and
 lawful agents and attorneys-in-fact, each  with full power of  substitution,
 for him/her and in his/her name, place and stead, in any and all capacities,
 to sign any and  all amendments to this  Registration Statement and to  file
 the same,  with  all exhibits  thereto  and other  documents  in  connection
 therewith, with the Securities and  Exchange Commission, granting unto  each
 of said attorneys-in-fact full  power and authority to  do and perform  each
 and every act  and thing requisite  and necessary to  be done in  connection
 therewith as fully to all intents and  purposes as he/she might or could  do
 in person.

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

      Date:  July 12, 2000               /s/ Ramon D. Phillips
                                    ---------------------------
                                    Ramon D. Phillips, Director

      Date:  July 12, 2000               /s/ Linda H. Sleeper
                                    ---------------------------
                                    Linda H. Sleeper, Director

      Date:  July 12, 2000               /s/ Raymond A. Kilgore
                                    ---------------------------
                                    Raymond A. Kilgore, Director

      Date:
                                    ---------------------------
                                    James H. Graves, Director

      Date:  July 12, 2000               /s/ George R. Manser
                                    ---------------------------
                                    George R. Manser, Director

      Date:  July 12, 2000               /s/ C. Jeffrey Rogers
                                    ---------------------------
                                    C. Jeffrey Rogers, Director
EXHIBITS INDEX

 Exhibit                                                     Sequential
 Number    Description                                       Page Number
 -------   -----------                                       -----------

  4.1      Articles of Incorporation of the Company, as amended
           [incorporated by reference to Exhibit 3(a) to Annual
           Report on Form 10-KSB for the fiscal year ended December
           31, 1993 (File No. 0-16090)].

  4.2      Bylaws of the Company, as amended [incorporated by
           reference to Exhibit 3(b) to Annual Report on Form 10-
           KSB for the fiscal year ended December 31, 1993 (File
           No. 0-16090)].

  4.3      Specimen certificate for Common Stock of the Company
           [incorporated by reference to Exhibit 4 to Annual Report
           on Form 10-KSB for the fiscal year ended December 31,
           1991 (File No. 0-16090)].

  5.1      Opinion of McGuire, Craddock, Strother & Hale, P.C.
           regarding legality of the securities being registered.

 23.1      Consent of McGuire, Craddock, Strother & Hale, P.C.
           (contained in Exhibit 5.1).

 23.2      Consent of PricewaterhouseCoopers LLP, independent
           public accountants.

 24.1      Power of Attorney (contained on the signature page to
           this Registration Statement).