<PAGE>
 
   As filed with the Securities and Exchange Commission on September 30, 1998
                                                           Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                          ---------------------------
                       SOUTHWEST SECURITIES GROUP, INC.
            (Exact name of registrant as specified in its charter)
 
         DELAWARE                                                75-2040825
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)
 
                          1201 ELM STREET, SUITE 3500
                              DALLAS, TEXAS 75270
                                (214) 651-1800
             (Address of registrant's principal executive offices)

              SOUTHWEST SECURITIES GROUP, INC. STOCK OPTION PLAN

            SOUTHWEST SECURITIES GROUP, INC. 1997 STOCK OPTION PLAN

             SOUTHWEST SECURITIES GROUP, INC. STOCK PURCHASE PLAN

                        MISCELLANEOUS EMPLOYEE OPTIONS
                             (Full title of plans)

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

            David Glatstein                               Copy to:
 President and Chief Executive Officer             David G. McLane, Esq.
   Southwest Securities Group, Inc.               Gardere & Wynne, L.L.P.
      1201 Elm Street, Suite 3500               1601 Elm Street, Suite 3000
          Dallas, Texas 75270                      Dallas, Texas 75201
            (214) 651-1800                            (214) 999-4607

         (Name and address, including zip code, and telephone number,
            including area code, of registrant's agent for service)
<TABLE>
<CAPTION>
                                  CALCULATION OF REGISTRATION FEE
========================================================================================================
     TITLE OF EACH CLASS                        PROPOSED MAXIMUM         PROPOSED
     OF SECURITIES TO BE        AMOUNT TO BE   OFFERING PRICE PER        MAXIMUM           AMOUNT OF
          REGISTERED             REGISTERED         SHARE (4)       AGGREGATE OFFERING  REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
<S>                             <C>            <C>                  <C>                 <C>
Common Stock, $.10 par value..   1,000,000 (1)      $19.51              $19,510,000
-------------------------------------------------------------------------------------------------------- 
Common Stock, $.10 par value..     150,000 (2)      $18.75              $ 2,812,500
-------------------------------------------------------------------------------------------------------- 
Common Stock, $.10 par value..   1,000,000          $18.28              $18,280,000
-------------------------------------------------------------------------------------------------------- 
Common Stock, $.10 par value..      16,800 (3)      $ 7.69              $   129,192
--------------------------------------------------------------------------------------------------------
    Totals....................   2,166,800                              $40,731,692          $12,016
========================================================================================================
</TABLE>
(1) Includes 439,372 shares subject to options previously granted under the
    Southwest Securities Group, Inc. Stock Option Plan.

(2) Includes 16,855 shares subject to options previously granted under the
    Southwest Securities Group, Inc. 1997 Stock Option Plan.

(3) Shares subject to options previously granted as miscellaneous employee
    options.

(4) With respect to shares subject to options previously granted, the Proposed
    Maximum Offering Price per Share is calculated pursuant to Rule 457(h) and,
    as such, is based upon the exercise price of each outstanding option.  With
    respect to shares subject to options and stock purchase rights not yet
    granted, the Proposed Maximum Offering Price per Share is estimated in
    accordance with Rules 457(c) and 457(h) solely for the purpose of
    calculating the registration fee on the basis of $18.28 per share, the
    average of the high and low prices of the Registrant's common stock as
    reported on the New York Stock Exchange, Inc. on September 28, 1998.
================================================================================
<PAGE>
 
                                     PART I

               INFORMATION REQUIRED IN THE SECTION 10 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 the registration statement in accordance with
     Rule 428 under the Securities Act of 1933, as amended (the "Securities
     Act"), and the Note to Part I of Form S-8.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents filed by Southwest Securities Group, Inc. (the
"Registrant") with the Securities and Exchange Commission are incorporated by
reference in this registration statement.

       (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
     June 26, 1998 filed pursuant to Section 13(a) of the Securities Exchange
     Act of 1934, as amended (the "Exchange Act") (File No. 001-13401).

       (2) The description of the Registrant's Common Stock which is contained
     in the Registrant's Registration Statement on Form 8-A filed pursuant to
     Section 12 of the Exchange Act, including any amendment or report filed for
     the purpose of updating such description.

     In addition, all documents subsequently filed by the Registrant 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 under this
registration statement, shall be deemed to be incorporated by reference in 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 following summary is qualified in its entirety by reference to the
complete text of the General Corporation Law of the State of Delaware (the
"DGCL"), the Bylaws of the Registrant (the "Registrant Bylaws") and the
Certificate of Incorporation of the Registrant  (the "Registrant Charter")
referred to below.

     Section 145 of the DGCL provides in relevant part that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person 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 reasonable cause to believe such person's conduct was
unlawful.

                                      II-1
<PAGE>
 
     In addition, Section 145 of the DGCL provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.

     Section 145 of the DGCL further provides that nothing in the above-
described provisions shall be deemed exclusive of any other rights to
indemnification or advancement of expenses to which any person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

     The Registrant Bylaws provide for the indemnification of each director,
officer, former director and former officer of the Registrant, and each person
who shall have served at the request of Registrant as a director or officer of
another corporation in which Registrant owns shares of capital stock or of which
the Registrant is a creditor, against expenses actually and necessarily incurred
by him or her in connection with the defense of any action, suit or proceeding
in which he or she is made a party by reason of his or her being or having been
a director or officer of the Registrant or of such other corporation.  The
Registrant Bylaws also provide that such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled as a
matter of law or under any bylaw, agreement, vote of stockholders or otherwise.

     Section 102(b)(7) of the DGCL provides that a corporation may, in its
certificate of incorporation, eliminate or limit the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director except for liability:  for any breach of the
director's duty of loyalty to the corporation or its 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  (pertaining to certain
prohibited acts including unlawful payment of dividends or unlawful purchase or
redemption of the corporation's capital stock); or for any transaction from
which the director derived an improper personal benefit.

     The Registrant Charter provides that, to the fullest extent permitted by
Delaware law, directors shall not be liable to the Registrant or its
stockholders for any act or omission as a director.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                      II-2
<PAGE>
 
ITEM 8.  EXHIBITS.

    5.1* --  Opinion of Gardere & Wynne, L.L.P., counsel for the Registrant.
   10.2  --  Southwest Securities Group, Inc. Stock Option Plan (incorporated by
             reference to Exhibit A of Registrant's Proxy Statement dated 
             September 26, 1996).
   10.5  --  Southwest Securities Group, Inc. 1997 Stock Option Plan
             (incorporated by reference to the corresponding exhibit to
             Registrant's Annual Report on Form 10-K for the fiscal year ended
             June 26, 1998).
   10.6  --  Southwest Securities Group, Inc. Stock Purchase Plan (incorporated
             by reference to the corresponding exhibit to Registrant's Annual
             Report on Form 10-K for the fiscal year ended June 26, 1998).
  10.7*  --  Option Agreement, dated May 25, 1995, between Southwest Securities
             Group, Inc. and Larrie A. Weil.
  23.1*  --  Consent of KPMG Peat Marwick LLP, independent accountants for the
             Registrant.
  23.2   --  Consent of Gardere & Wynne, L.L.P. (included in Exhibit 5.1).
  24.1*  --  Power of Attorney (included on signature page on page II-5)

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

     *  Filed herewith.

                                      II-3
<PAGE>
 
ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being made of
     the securities registered hereby, a post-effective amendment to this
     Registration Statement to include any material information with respect to
     the plan of distribution not previously disclosed in the Registration
     Statement or any material change to such information in the Registration
     Statement.

       (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.

       (4) The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange 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.

       (5) Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Exchange Act and is, therefore, unenforceable.
     In the event that a claim for indemnification against such liabilities
     (other than the payment by the Registrant of expenses incurred or paid by a
     director, officer or controlling person of the Registrant in the successful
     defense of any action, suit or proceeding) is asserted by such director,
     officer or controlling person in connection with the securities being
     registered, the Registrant will, unless in the opinion of its counsel the
     matter has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against public policy as expressed in the 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 Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 30th day of September,
1998.

                                SOUTHWEST SECURITIES GROUP, INC.
                                (Registrant)


                                By:  /s/ David Glatstein
                                    ------------------------------------------
                                    David Glatstein, President and 
                                    Chief Executive Officer

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints David Glatstein and Don A. Buchholz and
each of them (with full power in each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any amendments to this Registration Statement on Form S-8,
and to file the same with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated below in the City of Dallas, State of Texas, on the 30th
day of September, 1998.


         SIGNATURE                        TITLE                      DATE
         ---------                        -----                      ----


     /s/ David Glatstein                President,            September 30, 1998
-----------------------------    Chief Executive Officer
         David Glatstein               and Director                 
                                (Principal Executive Officer) 
                                 


    /s/ Stacy M. Hodges           Chief Financial Officer     September 30, 1998
-----------------------------          and Treasurer 
        Stacy M. Hodges         (Principal Financial Officer) 
                                 


   /s/ Laura Leventhal                   Controller           September 30, 1998
------------------------------  (Principal Accounting Officer) 
       Laura Leventhal    
     


 
    /s/ Don A. Buchholz                Director and           September 30, 1998
------------------------------     Chairman of the Board 
        Don A. Buchholz    



  /s/ Raymond E. Wooldridge            Director and           September 30, 1998
------------------------------   Vice Chairman of the Board 
      Raymond E. Wooldridge    
     



                                          Director            September __, 1998
-----------------------------
        Allen B. Cobb



    /s/ J. Jan Collmer                    Director            September 30, 1998
----------------------------- 
        J. Jan Collmer

                                      II-5
<PAGE>
 
                                          Director            September __, 1998
----------------------------- 
        R. Jan LeCroy



   /s/ Frederick R. Meyer                 Director            September 30, 1998
----------------------------- 
       Frederick R. Meyer
 


                                          Director            September __, 1998
----------------------------- 
     Jon L. Mosle, Jr.

                                      II-6
<PAGE>
 
                               INDEX TO EXHIBITS


 5.1*  --  Opinion of Gardere & Wynne, L.L.P., counsel for the Registrant.
10.2   --  Southwest Securities Group, Inc. Stock Option Plan (incorporated by
           reference to Exhibit A of Registrant's Proxy Statement dated
           September 26, 1996).
10.5   --  Southwest Securities Group, Inc. 1997 Stock Option Plan (incorporated
           by reference to the corresponding exhibit to Registrant's Annual
           Report on Form 10-K for the fiscal year ended June 26, 1998).
10.6   --  Southwest Securities Group, Inc. Stock Purchase Plan (incorporated by
           reference to the corresponding exhibit to Registrant's Annual Report
           on Form 10-K for the fiscal year ended June 26, 1998).
10.7*  --  Option Agreement, dated May 25, 1995, between Southwest Securities
           Group, Inc. and Larrie A. Weil.
23.1*  --  Consent of KPMG Peat Marwick LLP, independent accountants for the
           Registrant.
23.2   --  Consent of Gardere & Wynne, L.L.P. (included in Exhibit 5.1).
24.1*  --  Power of Attorney (included on signature page on page II-5)

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

     * Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21388}]
{"company-data": {"conformed-name": "SOUTHWEST SECURITIES GROUP INC", "cik": "0000878520", "assigned-sic": "6211", "irs-number": "752040825", "state-of-incorporation": "DE", "fiscal-year-end": "0628"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65073", "film-number": "98718881"}, "business-address": {"street1": "SUITE 3500", "street2": "1201 ELM STREET", "city": "DALLAS", "state": "TX", "zip": "75270", "phone": "2146511800"}, "mail-address": {"street1": "SUITE 3500", "street2": "1201 ELM STREET", "city": "DALLAS", "state": "TX", "zip": "75270"}}
As filed with the Securities and Exchange Commission on September 30, 1998
                                                           Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                          ---------------------------
                       SOUTHWEST SECURITIES GROUP, INC.
            (Exact name of registrant as specified in its charter)
 
         DELAWARE                                                75-2040825
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)
 
                          1201 ELM STREET, SUITE 3500
                              DALLAS, TEXAS 75270
                                (214) 651-1800
             (Address of registrant's principal executive offices)

              SOUTHWEST SECURITIES GROUP, INC. STOCK OPTION PLAN

            SOUTHWEST SECURITIES GROUP, INC. 1997 STOCK OPTION PLAN

             SOUTHWEST SECURITIES GROUP, INC. STOCK PURCHASE PLAN

                        MISCELLANEOUS EMPLOYEE OPTIONS
                             (Full title of plans)

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

            David Glatstein                               Copy to:
 President and Chief Executive Officer             David G. McLane, Esq.
   Southwest Securities Group, Inc.               Gardere & Wynne, L.L.P.
      1201 Elm Street, Suite 3500               1601 Elm Street, Suite 3000
          Dallas, Texas 75270                      Dallas, Texas 75201
            (214) 651-1800                            (214) 999-4607

         (Name and address, including zip code, and telephone number,
            including area code, of registrant's agent for service)
CALCULATION OF REGISTRATION FEE
========================================================================================================
     TITLE OF EACH CLASS                        PROPOSED MAXIMUM         PROPOSED
     OF SECURITIES TO BE        AMOUNT TO BE   OFFERING PRICE PER        MAXIMUM           AMOUNT OF
          REGISTERED             REGISTERED         SHARE (4)       AGGREGATE OFFERING  REGISTRATION FEE
--------------------------------------------------------------------------------------------------------
Common Stock, $.10 par value..   1,000,000 (1)      $19.51              $19,510,000
-------------------------------------------------------------------------------------------------------- 
Common Stock, $.10 par value..     150,000 (2)      $18.75              $ 2,812,500
-------------------------------------------------------------------------------------------------------- 
Common Stock, $.10 par value..   1,000,000          $18.28              $18,280,000
-------------------------------------------------------------------------------------------------------- 
Common Stock, $.10 par value..      16,800 (3)      $ 7.69              $   129,192
--------------------------------------------------------------------------------------------------------
    Totals....................   2,166,800                              $40,731,692          $12,016
========================================================================================================
(1) Includes 439,372 shares subject to options previously granted under the
    Southwest Securities Group, Inc. Stock Option Plan.

(2) Includes 16,855 shares subject to options previously granted under the
    Southwest Securities Group, Inc. 1997 Stock Option Plan.

(3) Shares subject to options previously granted as miscellaneous employee
    options.

(4) With respect to shares subject to options previously granted, the Proposed
    Maximum Offering Price per Share is calculated pursuant to Rule 457(h) and,
    as such, is based upon the exercise price of each outstanding option.  With
    respect to shares subject to options and stock purchase rights not yet
    granted, the Proposed Maximum Offering Price per Share is estimated in
    accordance with Rules 457(c) and 457(h) solely for the purpose of
    calculating the registration fee on the basis of $18.28 per share, the
    average of the high and low prices of the Registrant's common stock as
    reported on the New York Stock Exchange, Inc. on September 28, 1998.
================================================================================
PART I

               INFORMATION REQUIRED IN THE SECTION 10 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 the registration statement in accordance with
     Rule 428 under the Securities Act of 1933, as amended (the "Securities
     Act"), and the Note to Part I of Form S-8.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

     The following documents filed by Southwest Securities Group, Inc. (the
"Registrant") with the Securities and Exchange Commission are incorporated by
reference in this registration statement.

       (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
     June 26, 1998 filed pursuant to Section 13(a) of the Securities Exchange
     Act of 1934, as amended (the "Exchange Act") (File No. 001-13401).

       (2) The description of the Registrant's Common Stock which is contained
     in the Registrant's Registration Statement on Form 8-A filed pursuant to
     Section 12 of the Exchange Act, including any amendment or report filed for
     the purpose of updating such description.

     In addition, all documents subsequently filed by the Registrant 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 under this
registration statement, shall be deemed to be incorporated by reference in 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 following summary is qualified in its entirety by reference to the
complete text of the General Corporation Law of the State of Delaware (the
"DGCL"), the Bylaws of the Registrant (the "Registrant Bylaws") and the
Certificate of Incorporation of the Registrant  (the "Registrant Charter")
referred to below.

     Section 145 of the DGCL provides in relevant part that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person 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 reasonable cause to believe such person's conduct was
unlawful.

                                      II-1
In addition, Section 145 of the DGCL provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Delaware Court of Chancery or such other court shall deem
proper.

     Section 145 of the DGCL further provides that nothing in the above-
described provisions shall be deemed exclusive of any other rights to
indemnification or advancement of expenses to which any person may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

     The Registrant Bylaws provide for the indemnification of each director,
officer, former director and former officer of the Registrant, and each person
who shall have served at the request of Registrant as a director or officer of
another corporation in which Registrant owns shares of capital stock or of which
the Registrant is a creditor, against expenses actually and necessarily incurred
by him or her in connection with the defense of any action, suit or proceeding
in which he or she is made a party by reason of his or her being or having been
a director or officer of the Registrant or of such other corporation.  The
Registrant Bylaws also provide that such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled as a
matter of law or under any bylaw, agreement, vote of stockholders or otherwise.

     Section 102(b)(7) of the DGCL provides that a corporation may, in its
certificate of incorporation, eliminate or limit the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director except for liability:  for any breach of the
director's duty of loyalty to the corporation or its 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  (pertaining to certain
prohibited acts including unlawful payment of dividends or unlawful purchase or
redemption of the corporation's capital stock); or for any transaction from
which the director derived an improper personal benefit.

     The Registrant Charter provides that, to the fullest extent permitted by
Delaware law, directors shall not be liable to the Registrant or its
stockholders for any act or omission as a director.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                      II-2
ITEM 8.  EXHIBITS.

    5.1* --  Opinion of Gardere & Wynne, L.L.P., counsel for the Registrant.
   10.2  --  Southwest Securities Group, Inc. Stock Option Plan (incorporated by
             reference to Exhibit A of Registrant's Proxy Statement dated 
             September 26, 1996).
   10.5  --  Southwest Securities Group, Inc. 1997 Stock Option Plan
             (incorporated by reference to the corresponding exhibit to
             Registrant's Annual Report on Form 10-K for the fiscal year ended
             June 26, 1998).
   10.6  --  Southwest Securities Group, Inc. Stock Purchase Plan (incorporated
             by reference to the corresponding exhibit to Registrant's Annual
             Report on Form 10-K for the fiscal year ended June 26, 1998).
  10.7*  --  Option Agreement, dated May 25, 1995, between Southwest Securities
             Group, Inc. and Larrie A. Weil.
  23.1*  --  Consent of KPMG Peat Marwick LLP, independent accountants for the
             Registrant.
  23.2   --  Consent of Gardere & Wynne, L.L.P. (included in Exhibit 5.1).
  24.1*  --  Power of Attorney (included on signature page on page II-5)

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

     *  Filed herewith.

                                      II-3
ITEM 9.  UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

       (1) To file, during any period in which offers or sales are being made of
     the securities registered hereby, a post-effective amendment to this
     Registration Statement to include any material information with respect to
     the plan of distribution not previously disclosed in the Registration
     Statement or any material change to such information in the Registration
     Statement.

       (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.

       (4) The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange 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.

       (5) Insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the Registrant pursuant to the foregoing provisions, or
     otherwise, the Registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Exchange Act and is, therefore, unenforceable.
     In the event that a claim for indemnification against such liabilities
     (other than the payment by the Registrant of expenses incurred or paid by a
     director, officer or controlling person of the Registrant in the successful
     defense of any action, suit or proceeding) is asserted by such director,
     officer or controlling person in connection with the securities being
     registered, the Registrant will, unless in the opinion of its counsel the
     matter has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
     against public policy as expressed in the 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 Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 30th day of September,
1998.

                                SOUTHWEST SECURITIES GROUP, INC.
                                (Registrant)

                                By:  /s/ David Glatstein
                                    ------------------------------------------
                                    David Glatstein, President and 
                                    Chief Executive Officer

                               POWER OF ATTORNEY

   KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints David Glatstein and Don A. Buchholz and
each of them (with full power in each of them to act alone), his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any amendments to this Registration Statement on Form S-8,
and to file the same with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated below in the City of Dallas, State of Texas, on the 30th
day of September, 1998.

         SIGNATURE                        TITLE                      DATE
         ---------                        -----                      ----

     /s/ David Glatstein                President,            September 30, 1998
-----------------------------    Chief Executive Officer
         David Glatstein               and Director                 
                                (Principal Executive Officer) 
                                 

    /s/ Stacy M. Hodges           Chief Financial Officer     September 30, 1998
-----------------------------          and Treasurer 
        Stacy M. Hodges         (Principal Financial Officer) 
                                 

   /s/ Laura Leventhal                   Controller           September 30, 1998
------------------------------  (Principal Accounting Officer) 
       Laura Leventhal    
     

 
    /s/ Don A. Buchholz                Director and           September 30, 1998
------------------------------     Chairman of the Board 
        Don A. Buchholz    

  /s/ Raymond E. Wooldridge            Director and           September 30, 1998
------------------------------   Vice Chairman of the Board 
      Raymond E. Wooldridge    
     

                                          Director            September __, 1998
-----------------------------
        Allen B. Cobb

    /s/ J. Jan Collmer                    Director            September 30, 1998
----------------------------- 
        J. Jan Collmer

                                      II-5
Director            September __, 1998
----------------------------- 
        R. Jan LeCroy

   /s/ Frederick R. Meyer                 Director            September 30, 1998
----------------------------- 
       Frederick R. Meyer
 

                                          Director            September __, 1998
----------------------------- 
     Jon L. Mosle, Jr.

                                      II-6
INDEX TO EXHIBITS

 5.1*  --  Opinion of Gardere & Wynne, L.L.P., counsel for the Registrant.
10.2   --  Southwest Securities Group, Inc. Stock Option Plan (incorporated by
           reference to Exhibit A of Registrant's Proxy Statement dated
           September 26, 1996).
10.5   --  Southwest Securities Group, Inc. 1997 Stock Option Plan (incorporated
           by reference to the corresponding exhibit to Registrant's Annual
           Report on Form 10-K for the fiscal year ended June 26, 1998).
10.6   --  Southwest Securities Group, Inc. Stock Purchase Plan (incorporated by
           reference to the corresponding exhibit to Registrant's Annual Report
           on Form 10-K for the fiscal year ended June 26, 1998).
10.7*  --  Option Agreement, dated May 25, 1995, between Southwest Securities
           Group, Inc. and Larrie A. Weil.
23.1*  --  Consent of KPMG Peat Marwick LLP, independent accountants for the
           Registrant.
23.2   --  Consent of Gardere & Wynne, L.L.P. (included in Exhibit 5.1).
24.1*  --  Power of Attorney (included on signature page on page II-5)

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

     * Filed herewith.