<PAGE>

     As filed with the Securities and Exchange Commission on May 11, 2001
                                                   Registration No. 333-________

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


                                 UNITED STATES
                      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 1000
                              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 1000
                              Dallas, Texas 75204
                                (214) 953-7555

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

                                   Copy to:

                           Charles S. Gilbert, Esq.
                              F.Y.I. Incorporated
                       3232 McKinney Avenue, Suite 1000
                              Dallas, Texas 75205
                                (214) 953-7555


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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                            Maximum                Proposed Maximum
Title of Each Class of             Amount to                Offering               Aggregate Offering    Amount of
Securities to Be Registered        Be Registered (1)        Price Per Share(2)     Price                 Registration Fee(3)
----------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                      <C>                    <C>                   <C>
Common Stock, par value $0.01      496,100                  $30.375(2)             $15,069,037             $3,978.23(3)
 per share.
                                    25,000                  $ 33.00(2)             $   825,000             $  217.80(3)
                                   -------                                                                 ---------
          TOTALS                   521,100                                                                 $4,196.03(3)
====================================================================================================================
</TABLE>


(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), the number of shares being registered shall be adjusted to
include any additional shares that become issuable as a result of stock splits,
stock dividends or similar transactions in accordance with the anti-dilution
provisions of the warrants granted to the warrantholders.

(2)  Calculated pursuant to Rule 457(h) under the Securities Act, 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, as follows:
proposed maximum offering price per share multiplied by .000264.
<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION.*

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

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

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

          (a)  Our Annual Report on Form 10-K for the fiscal year ended December
31, 2000, filed with the SEC on March 30, 2001.

          (b)  Our Notice of Annual Meeting and definitive Proxy Statement for
our 2001 Annual Meeting of Stockholders to be held on May 10, 2001, filed with
the SEC on April 10, 2001.

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

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

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

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

                                     II-1
<PAGE>

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

ITEM 7.   EXEMPTION FROM REGISTRATION.

          Not applicable.

ITEM 8.   EXHIBITS.

     Exhibit             Description
     -------             -----------

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

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

     4.3            Warrant No. W057 issued to Thomas C. Walker, dated January
                    24, 2001.

     4.4            Warrant No. W058 issued to Ed H. Bowman, Jr., dated January
                    24, 2001.

     4.5            Warrant No. W059 issued to Joe A. Rose, dated January 24,
                    2001.

     4.6            Warrant No. W060 issued to Barry L. Edwards, dated January
                    24, 2001.

     4.7            Warrant No. W061 issued to Charles S. Gilbert, dated January
                    24, 2001.

     4.8            Warrant No. W062 issued to Michael S. Rupe, dated January
                    24, 2001.

     4.9            Warrant No. W063 issued to Ronald Zazworsky, dated January
                    24, 2001.

     4.10           Warrant No. W064 issued to Gary Patton, dated January 24,
                    2001.

     4.11           Warrant No. W065 issued to David Byerley, dated January 24,
                    2001.

     4.12           Warrant No. W066 issued to Mary Baker, dated January 24,
                    2001.

                                     II-2
<PAGE>

     4.13           Warrant No. W067 issued to Hossein Borhani, dated January
                    24, 2001.

     4.14           Warrant No. W068 issued to Charles Haworth, dated January
                    24, 2001.

     4.15           Warrant No. W069 issued to Joan Haworth, dated January 24,
                    2001.

     4.16           Warrant No. W070 issued to Stuart Haworth, dated January 24,
                    2001.

     4.17           Warrant No. W071 issued to Sharon Kelly, dated January 24,
                    2001.

     4.18           Warrant No. W072 issued to Sam Kimelman, dated January 24,
                    2001.

     4.19           Warrant No. W073 issued to Steve Swartz, dated January 24,
                    2001.

     4.20           Warrant No. W074 issued to Janet Thornton, dated January 24,
                    2001.

     4.21           Warrant No. W075 issued to Paul White, dated January 24,
                    2001.

     4.22           Warrant No. W076 issued to Holly Barnett, dated January 24,
                    2001.

     4.23           Warrant No. W077 issued to Dennis Reinhold, dated January
                    24, 2001.

     4.24           Warrant No. W078 issued to E. Leo Cooper, dated January 24,
                    2001.

     4.25           Warrant No. W079 issued to Kerry D. Walbridge, dated March
                    22, 2001.

     5              Opinion of Locke Liddell & Sapp LLP.

     23.1           Consent of Arthur Andersen LLP.

     23.2           Consent of Locke Liddell & Sapp LLP (included in Exhibit 5).

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

     __________________________
     *Previously filed.

ITEM 9.   UNDERTAKINGS.

          (a)  The undersigned registrant hereby undertakes:

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

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

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

                                     II-3
<PAGE>

                    maximum aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in the effective
                    registration statement; and

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

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

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

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

          (b)  We hereby undertake that, for purposes of determining any
liability under the Securities Act, each filing of our annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by us of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

                                     II-4
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Dallas, State of Texas, on May 10, 2001.


                                    F.Y.I. INCORPORATED


                                    By: /s/ Ed H. Bowman, Jr.
                                        -----------------------------
                                    Name:   Ed H. Bowman, Jr.
                                    Title:  President and Chief
                                            Executive Officer


                              POWERS OF ATTORNEY

     Each person whose signature appears below hereby authorizes, appoints and
constitutes Ed H. Bowman, Jr. and Charles S. Gilbert, and each of them singly,
his true and lawful attorneys-in-fact with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign and file any and all amendments to this report with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and he hereby ratifies and confirms all that
said attorneys-in-fact or either of them, or their substitutes, may lawfully do
or cause to be done by virtue hereof. Pursuant to the requirement of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
          Signature                              Title                         Date
          ---------                              -----                         ----
<S>                                 <C>                                        <C>
/s/ Thomas C. Walker                Chairman of the Board and Chief            May 10, 2001
------------------------------      Development Officer
Thomas C. Walker

/s/ Ed H. Bowman, Jr.               Director, President and Chief              May 10, 2001
------------------------------      Executive Officer (Principal Executive
Ed H. Bowman, Jr.                   Officer)

/s/ David Lowenstein                Director and Founder                       May 10, 2001
------------------------------
David Lowenstein

/s/ Joe A. Rose                     Director, Executive Vice President and     May 10, 2001
------------------------------      Chief Operating Officer
Joe A. Rose

/s/ Barry L. Edwards                Executive Vice President and Chief         May 10, 2001
------------------------------      Financial Officer (Principal Financial
Barry L. Edwards                    and Accounting Officer)

/s/ Michael J. Bradley              Director                                   May 10, 2001
------------------------------
Michael J. Bradley

/s/ Donald F. Moorehead, Jr.        Director                                   May 10, 2001
------------------------------
Donald F. Moorehead, Jr.

/s/ Hon. Edward M. Rowell           Director                                   May 10, 2001
------------------------------
Hon. Edward M. Rowell

/s/ Jonathan B. Shaw                Director                                   May 10, 2001
------------------------------
Jonathan B. Shaw
</TABLE>

                                     II-5
<PAGE>

                                 EXHIBIT INDEX


     Exhibit             Description
     -------             -----------

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

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

     4.3            Warrant No. W057 issued to Thomas C. Walker, dated January
                    24, 2001.

     4.4            Warrant No. W058 issued to Ed H. Bowman, Jr., dated January
                    24, 2001.

     4.5            Warrant No. W059 issued to Joe A. Rose, dated January 24,
                    2001.

     4.6            Warrant No. W060 issued to Barry L. Edwards, dated January
                    24, 2001.

     4.7            Warrant No. W061 issued to Charles S. Gilbert, dated January
                    24, 2001.

     4.8            Warrant No. W062 issued to Michael S. Rupe, dated January
                    24, 2001.

     4.9            Warrant No. W063 issued to Ronald Zazworsky, dated January
                    24, 2001.

     4.10           Warrant No. W064 issued to Gary Patton, dated January 24,
                    2001.

     4.11           Warrant No. W065 issued to David Byerley, dated January 24,
                    2001.

     4.12           Warrant No. W066 issued to Mary Baker, dated January 24,
                    2001.

     4.13           Warrant No. W067 issued to Hossein Borhani, dated January
                    24, 2001.

     4.14           Warrant No. W068 issued to Charles Haworth, dated January
                    24, 2001.

     4.15           Warrant No. W069 issued to Joan Haworth, dated January 24,
                    2001.

     4.16           Warrant No. W070 issued to Stuart Haworth, dated January 24,
                    2001.

     4.17           Warrant No. W071 issued to Sharon Kelly, dated January 24,
                    2001.

     4.18           Warrant No. W072 issued to Sam Kimelman, dated January 24,
                    2001.

     4.19           Warrant No. W073 issued to Steve Swartz, dated January 24,
                    2001.

     4.20           Warrant No. W074 issued to Janet Thornton, dated January 24,
                    2001.

     4.21           Warrant No. W075 issued to Paul White, dated January 24,
                    2001.

     4.22           Warrant No. W076 issued to Holly Barnett, dated January 24,
                    2001.

     4.23           Warrant No. W077 issued to Dennis Reinhold, dated January
                    24, 2001.

     4.24           Warrant No. W078 issued to E. Leo Cooper, dated January 24,
                    2001.

     4.25           Warrant No. W079 issued to Kerry D. Walbridge, dated March
                    22, 2001.
<PAGE>

     5              Opinion of Locke Liddell & Sapp LLP.

     23.1           Consent of Arthur Andersen LLP.

     23.2           Consent of Locke Liddell & Sapp LLP (included in Exhibit 5).

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

     __________________________
     *Previously filed.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 24605}]
{"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": "333-60768", "film-number": "1630830"}, "business-address": {"street1": "3232 MCKINNEY AVE", "street2": "STE 900", "city": "DALLAS", "state": "TX", "zip": "75204", "phone": "2149537555"}, "mail-address": {"street1": "3232 MCKINNEY AVE", "street2": "STE 900", "city": "DALLAS", "state": "TX", "zip": "75204"}}
As filed with the Securities and Exchange Commission on May 11, 2001
                                                   Registration No. 333-________

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

                                 UNITED STATES
                      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 1000
                              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 1000
                              Dallas, Texas 75204
                                (214) 953-7555

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

                                   Copy to:

                           Charles S. Gilbert, Esq.
                              F.Y.I. Incorporated
                       3232 McKinney Avenue, Suite 1000
                              Dallas, Texas 75205
                                (214) 953-7555

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

                        CALCULATION OF REGISTRATION FEE
Maximum                Proposed Maximum
Title of Each Class of             Amount to                Offering               Aggregate Offering    Amount of
Securities to Be Registered        Be Registered (1)        Price Per Share(2)     Price                 Registration Fee(3)
----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01      496,100                  $30.375(2)             $15,069,037             $3,978.23(3)
 per share.
                                    25,000                  $ 33.00(2)             $   825,000             $  217.80(3)
                                   -------                                                                 ---------
          TOTALS                   521,100                                                                 $4,196.03(3)
====================================================================================================================
(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), the number of shares being registered shall be adjusted to
include any additional shares that become issuable as a result of stock splits,
stock dividends or similar transactions in accordance with the anti-dilution
provisions of the warrants granted to the warrantholders.

(2)  Calculated pursuant to Rule 457(h) under the Securities Act, 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, as follows:
proposed maximum offering price per share multiplied by .000264.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION.*

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

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

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

          (a)  Our Annual Report on Form 10-K for the fiscal year ended December
31, 2000, filed with the SEC on March 30, 2001.

          (b)  Our Notice of Annual Meeting and definitive Proxy Statement for
our 2001 Annual Meeting of Stockholders to be held on May 10, 2001, filed with
the SEC on April 10, 2001.

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

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

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

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

                                     II-1
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 our Amended and Restated Certificate of Incorporation
provides that our directors will not be personally liable to us or our
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors except for any breach of the duty of loyalty to us or our
stockholders, for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, under Section 174 of the
DGCL, which makes directors liable for unlawful dividends or unlawful stock
repurchases or redemptions, or for transactions from which directors derive
improper personal benefit.

ITEM 7.   EXEMPTION FROM REGISTRATION.

          Not applicable.

ITEM 8.   EXHIBITS.

     Exhibit             Description
     -------             -----------

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

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

     4.3            Warrant No. W057 issued to Thomas C. Walker, dated January
                    24, 2001.

     4.4            Warrant No. W058 issued to Ed H. Bowman, Jr., dated January
                    24, 2001.

     4.5            Warrant No. W059 issued to Joe A. Rose, dated January 24,
                    2001.

     4.6            Warrant No. W060 issued to Barry L. Edwards, dated January
                    24, 2001.

     4.7            Warrant No. W061 issued to Charles S. Gilbert, dated January
                    24, 2001.

     4.8            Warrant No. W062 issued to Michael S. Rupe, dated January
                    24, 2001.

     4.9            Warrant No. W063 issued to Ronald Zazworsky, dated January
                    24, 2001.

     4.10           Warrant No. W064 issued to Gary Patton, dated January 24,
                    2001.

     4.11           Warrant No. W065 issued to David Byerley, dated January 24,
                    2001.

     4.12           Warrant No. W066 issued to Mary Baker, dated January 24,
                    2001.

                                     II-2
4.13           Warrant No. W067 issued to Hossein Borhani, dated January
                    24, 2001.

     4.14           Warrant No. W068 issued to Charles Haworth, dated January
                    24, 2001.

     4.15           Warrant No. W069 issued to Joan Haworth, dated January 24,
                    2001.

     4.16           Warrant No. W070 issued to Stuart Haworth, dated January 24,
                    2001.

     4.17           Warrant No. W071 issued to Sharon Kelly, dated January 24,
                    2001.

     4.18           Warrant No. W072 issued to Sam Kimelman, dated January 24,
                    2001.

     4.19           Warrant No. W073 issued to Steve Swartz, dated January 24,
                    2001.

     4.20           Warrant No. W074 issued to Janet Thornton, dated January 24,
                    2001.

     4.21           Warrant No. W075 issued to Paul White, dated January 24,
                    2001.

     4.22           Warrant No. W076 issued to Holly Barnett, dated January 24,
                    2001.

     4.23           Warrant No. W077 issued to Dennis Reinhold, dated January
                    24, 2001.

     4.24           Warrant No. W078 issued to E. Leo Cooper, dated January 24,
                    2001.

     4.25           Warrant No. W079 issued to Kerry D. Walbridge, dated March
                    22, 2001.

     5              Opinion of Locke Liddell & Sapp LLP.

     23.1           Consent of Arthur Andersen LLP.

     23.2           Consent of Locke Liddell & Sapp LLP (included in Exhibit 5).

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

     __________________________
     *Previously filed.

ITEM 9.   UNDERTAKINGS.

          (a)  The undersigned registrant hereby undertakes:

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

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

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

                                     II-3
maximum aggregate offering price set forth in the
                    "Calculation of Registration Fee" table in the effective
                    registration statement; and

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

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

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

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

          (b)  We hereby undertake that, for purposes of determining any
liability under the Securities Act, each filing of our annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by us of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

                                     II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Dallas, State of Texas, on May 10, 2001.

                                    F.Y.I. INCORPORATED

                                    By: /s/ Ed H. Bowman, Jr.
                                        -----------------------------
                                    Name:   Ed H. Bowman, Jr.
                                    Title:  President and Chief
                                            Executive Officer

                              POWERS OF ATTORNEY

     Each person whose signature appears below hereby authorizes, appoints and
constitutes Ed H. Bowman, Jr. and Charles S. Gilbert, and each of them singly,
his true and lawful attorneys-in-fact with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign and file any and all amendments to this report with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and he hereby ratifies and confirms all that
said attorneys-in-fact or either of them, or their substitutes, may lawfully do
or cause to be done by virtue hereof. Pursuant to the requirement of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature                              Title                         Date
          ---------                              -----                         ----
/s/ Thomas C. Walker                Chairman of the Board and Chief            May 10, 2001
------------------------------      Development Officer
Thomas C. Walker

/s/ Ed H. Bowman, Jr.               Director, President and Chief              May 10, 2001
------------------------------      Executive Officer (Principal Executive
Ed H. Bowman, Jr.                   Officer)

/s/ David Lowenstein                Director and Founder                       May 10, 2001
------------------------------
David Lowenstein

/s/ Joe A. Rose                     Director, Executive Vice President and     May 10, 2001
------------------------------      Chief Operating Officer
Joe A. Rose

/s/ Barry L. Edwards                Executive Vice President and Chief         May 10, 2001
------------------------------      Financial Officer (Principal Financial
Barry L. Edwards                    and Accounting Officer)

/s/ Michael J. Bradley              Director                                   May 10, 2001
------------------------------
Michael J. Bradley

/s/ Donald F. Moorehead, Jr.        Director                                   May 10, 2001
------------------------------
Donald F. Moorehead, Jr.

/s/ Hon. Edward M. Rowell           Director                                   May 10, 2001
------------------------------
Hon. Edward M. Rowell

/s/ Jonathan B. Shaw                Director                                   May 10, 2001
------------------------------
Jonathan B. Shaw
II-5
EXHIBIT INDEX

     Exhibit             Description
     -------             -----------

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

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

     4.3            Warrant No. W057 issued to Thomas C. Walker, dated January
                    24, 2001.

     4.4            Warrant No. W058 issued to Ed H. Bowman, Jr., dated January
                    24, 2001.

     4.5            Warrant No. W059 issued to Joe A. Rose, dated January 24,
                    2001.

     4.6            Warrant No. W060 issued to Barry L. Edwards, dated January
                    24, 2001.

     4.7            Warrant No. W061 issued to Charles S. Gilbert, dated January
                    24, 2001.

     4.8            Warrant No. W062 issued to Michael S. Rupe, dated January
                    24, 2001.

     4.9            Warrant No. W063 issued to Ronald Zazworsky, dated January
                    24, 2001.

     4.10           Warrant No. W064 issued to Gary Patton, dated January 24,
                    2001.

     4.11           Warrant No. W065 issued to David Byerley, dated January 24,
                    2001.

     4.12           Warrant No. W066 issued to Mary Baker, dated January 24,
                    2001.

     4.13           Warrant No. W067 issued to Hossein Borhani, dated January
                    24, 2001.

     4.14           Warrant No. W068 issued to Charles Haworth, dated January
                    24, 2001.

     4.15           Warrant No. W069 issued to Joan Haworth, dated January 24,
                    2001.

     4.16           Warrant No. W070 issued to Stuart Haworth, dated January 24,
                    2001.

     4.17           Warrant No. W071 issued to Sharon Kelly, dated January 24,
                    2001.

     4.18           Warrant No. W072 issued to Sam Kimelman, dated January 24,
                    2001.

     4.19           Warrant No. W073 issued to Steve Swartz, dated January 24,
                    2001.

     4.20           Warrant No. W074 issued to Janet Thornton, dated January 24,
                    2001.

     4.21           Warrant No. W075 issued to Paul White, dated January 24,
                    2001.

     4.22           Warrant No. W076 issued to Holly Barnett, dated January 24,
                    2001.

     4.23           Warrant No. W077 issued to Dennis Reinhold, dated January
                    24, 2001.

     4.24           Warrant No. W078 issued to E. Leo Cooper, dated January 24,
                    2001.

     4.25           Warrant No. W079 issued to Kerry D. Walbridge, dated March
                    22, 2001.
5              Opinion of Locke Liddell & Sapp LLP.

     23.1           Consent of Arthur Andersen LLP.

     23.2           Consent of Locke Liddell & Sapp LLP (included in Exhibit 5).

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

     __________________________
     *Previously filed.