S-8

As filed with the Securities and Exchange Commission on August 15, 2008

Registration No. 333-__________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TYLER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	75-2303920
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5949 Sherry Lane, Suite 1400
Dallas, Texas 75225

(Address of Principal Executive Offices) (Zip Code)

TYLER TECHNOLOGIES, INC.
STOCK OPTION PLAN

(Full title of the plan)

H. Lynn Moore, Jr.	Copy to:
Executive Vice President, Secretary and General Counsel Tyler Technologies, Inc. 5949 Sherry Lane, Suite 1400 Dallas, Texas 75225 (972) 713-3700 (Name and address and telephone number, including area code, of agent for service)	Randall G. Ray, Esq. Gardere Wynne Sewell LLP 1601 Elm Street, Suite 3000 Dallas, Texas 75201 (214) 999-4544

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer þ
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

		Proposed maximum		Proposed maximum
Title of securities	Amount to be	offering price		aggregate offering		Amount of
to be registered	registered (1)	per share (2)		price (2)		registration fee (2)
Common Stock, $0.01	2,500,000 shares	$	15.91	$	39,775,000	$	1,563

(1)

Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of shares of common stock that may be issued in connection with stock splits, stock dividends or similar transactions.

(2)

Estimated solely for the purpose of calculating the registration fee, which has been computed in accordance with Rule 457(h) of the Securities Act, based on prices at which outstanding options may be exercised (as to 1,128,529 shares), plus the average of the high and low prices for the common stock as reported on the New York Stock Exchange Composite Tape for August 12, 2008 (as to 1,371,471 shares for which the exercise price is not known).

EXPLANATORY STATEMENT

     In 2006, our Board of Directors authorized, and our stockholders approved, an increase in the number of shares authorized for issuance under the Tyler Technologies, Inc. Stock Option Plan (the “Stock Option Plan”) from 7,500,000 to 8,500,000. Based on a proposal authorized by our Board of Directors, as described in the Proxy Statement for the 2008 Annual Meeting of Stockholders, on May 15, 2008, our stockholders approved an amendment to increase the aggregate number of shares of our common stock reserved for issuance under the Stock Option Plan from 8,500,000 shares to 11,000,000 shares. The contents of our Registration Statements on Forms S-8 (File Nos. 333-34544, 333-34809, 333-52163, 333-82117, 333-98929, and 333-136064) filed with the Securities and Exchange Commission on April 25, 1990, September 2, 1997, May 8, 1998, July 1, 1999, August 29, 2002, and July 27, 2006, respectively, relating to the Stock Option Plan, including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement.

PART I

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

PART II

Item 8. Exhibits

     In addition to the exhibits filed or incorporated by reference into the previously filed Registration Statements on Form S-8 relating to the Plan, the following documents are filed as exhibits to this Registration Statement:

4.1	Amendment No. 4 to the Tyler Technologies, Inc. Stock Option Plan (Amended and Restated as of May 12, 2000), effective as of May 15, 2008.
5.1	Opinion of Gardere Wynne Sewell LLP.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Gardere Wynne Sewell LLP (included as part of Exhibit 5.1).
24.1	Power of Attorney (set forth on the signature page of this Registration Statement).

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, and the State of Texas, on August 11, 2008.

TYLER TECHNOLOGIES, INC. (Registrant)
By:	/s/ Brian K. Miller
	Brian K. Miller
	Executive Vice President, Chief Financial Officer and Treasurer

POWER OF ATTORNEY

     Each of the undersigned hereby appoints Brian K. Miller and H. Lynn Moore, Jr., and each of them (with full power to act alone), as attorneys and agents for the undersigned, with full power of substitution, for and in the name, place and stead of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act any and all amendments and exhibits to this Registration Statement and any and all applications, instruments and other documents to be filed with the Securities and Exchange Commission pertaining to the registration of the securities covered hereby, with full power and authority to do and perform any and all acts and things whatsoever requisite or desirable.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated on August 11, 2008.

Signature	Title
/s/ John M. Yeaman	Chairman of the Board of Directors
John M. Yeaman	and Director
/s/ John S. Marr, Jr.	President and Chief Executive Officer
John S. Marr, Jr.	and Director (principal executive officer)
/s/ Brian K. Miller	Executive Vice President, Chief Financial
Brian K. Miller	Officer and Treasurer (principal financial officer)
/s/ W. Michael Smith	Vice President and Chief Accounting Officer
W. Michael Smith	(principal accounting officer)

Signature	Title
/s/ Dustin R. Womble	Executive Vice President and Director
Dustin R. Womble
/s/ Donald R. Brattain	Director
Donald R. Brattain
/s/ J. Luther King, Jr.	Director
J. Luther King, Jr.
/s/ G. Stuart Reeves	Director
G. Stuart Reeves
/s/ Michael D. Richards	Director
Michael D. Richards

INDEX TO EXHIBITS

Exhibit
Number	Exhibit
4.1	Amendment No. 4 to the Tyler Technologies, Inc. Stock Option Plan (Amended and Restated as of May 12, 2000), effective as of May 15, 2008.
5.1	Opinion of Gardere Wynne Sewell LLP.
23.1	Consent of Ernst & Young LLP.
23.2	Consent of Gardere Wynne Sewell LLP (included as part of Exhibit 5.1).
24.1	Power of Attorney (set forth on the signature page of the Registration Statement).

EX-4.1

Exhibit 4.1

AMENDMENT NO. 4
TO THE TYLER TECHNOLOGIES, INC.
STOCK OPTION PLAN
(AMENDED AND RESTATED AS OF MAY 12, 2000)

     Pursuant to Section 18 of the Tyler Technologies, Inc. Stock Option Plan (Amended and Restated as of May 12, 2000) (the “Plan”), Section 5 of the Plan is hereby amended in its entirety to read as follows:

     5. SHARES SUBJECT TO PLAN. The Committee may not grant Options under the Plan for more than 11,000,000 shares of Common Stock and may not grant Options to any Participant for more than 11,000,000 shares of Common Stock, but these numbers may be adjusted to reflect, if deemed appropriate by the Committee, any stock dividend, stock split, share combination, recapitalization or the like, of or by the Company. Shares to be optioned and sold may be made available from either authorized but unissued Common Stock or Common Stock held by the Company in its treasury. Shares that by reason of the expiration of an Option or otherwise are no longer subject to purchase pursuant to an Option granted under the Plan may be re-offered under the Plan.

     IN WITNESS WHEREOF, the undersigned has executed this Amendment effective as of the 15^th day of May, 2008.

TYLER TECHNOLOGIES, INC.
By:	/s/ H. Lynn Moore, Jr.
	Name:	H. Lynn Moore, Jr.
	Title:	Executive Vice-President, General Counsel & Secretary

EX-5.1

Exhibit 5.1

Direct: 214-999-4544
Direct Fax: 214-999-3544
rgray@gardere.com

August 15, 2008

Tyler Technologies, Inc.
5949 Sherry Lane, Suite 1400
Dallas, Texas 75225

Ladies and Gentlemen:

We have acted as special counsel to Tyler Technologies, Inc., a Delaware corporation (the "Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to an aggregate of 2,500,000 additional shares of the Company’s Common Stock, $0.01 par value (the “Shares”), to be issued pursuant to the Company’s Stock Option Plan (Amended and Restated as of May 12, 2000) (the “Plan”).

With respect to the foregoing, we have examined and have relied upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, documents, orders, certificates, and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies.

Based upon the foregoing, we are of the opinion that the Shares that from time to time may be issued under the Plan, in accordance with appropriate proceedings of the Board of Directors of the Company or a committee thereof pursuant to the terms of the Plan, when so issued and sold at prices in excess of the par value of the Shares in accordance with the provisions of the Plan and related agreements entered into by the Company, will be duly and validly authorized and issued by the Company and fully paid and nonassessable.

We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement. This opinion letter is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters. We assume no obligation to update or supplement this opinion letter to reflect any facts or circumstances that arise after the date of this opinion letter and come to our attention, or any future changes in law.

Very truly yours,

GARDERE WYNNE SEWELL LLP
By:	/s/ Randall G. Ray
	Randall G. Ray, Partner

GARDERE WYNNE SEWELL LLP
3000 Thanksgiving Tower, 1601 Elm Street, Dallas, Texas 75201-4761 ¡ 214.999.3000 Phone ¡ 214.999.4667 Fax

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Tyler Technologies, Inc. Stock Option Plan of our reports dated February 22, 2008, with respect to the financial statements of Tyler Technologies, Inc., and the effectiveness of internal control over financial reporting of Tyler Technologies, Inc., included in the Annual Report (Form 10-K) for the year ended December 31, 2007, filed with the Securities and Exchange Commission.

ERNST & YOUNG LLP
 

Dallas, Texas
August 13, 2008