<PAGE>   1

    As filed with the Securities and Exchange Commission on January 17, 2001

                                                     Registration No. 333- _____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ZALE CORPORATION
             (Exact name of Registrant as specified in its charter)

                    DELAWARE                            75-0675400
         (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)             Identification No.)

            901 WEST WALNUT HILL LANE
                  IRVING, TEXAS                          75038-1003
    (Address of principal executive offices)             (Zip Code)

           ZALE CORPORATION 1995 OUTSIDE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)

                                SUSAN S. LANIGAN
                            901 WEST WALNUT HILL LANE
                            IRVING, TEXAS 75038-1003
                                 (972) 580-4000
 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
--------------------------------------------------------------------------------------------------------------
    Title of each class of         Amount to be       Proposed maximum         Proposed          Amount of
  securities to be registered    registered(1)(2)    offering price per   maximum aggregate   registration fee
                                                         share(3)          offering price(3)
--------------------------------------------------------------------------------------------------------------
<S>                              <C>                 <C>                  <C>                 <C>
Common Stock, par value $.01        150,000 shares         $30.50             $4,575,000           $1,144
per share
--------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Pursuant to General Instruction E of Form S-8, this Registration
         Statement covers the registration of 150,000 shares of Common Stock in
         addition to shares previously registered under Registration Statement
         No. 333-01789.

(2)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
         this Registration Statement also covers an indeterminate number of
         additional shares that may be offered and issued to prevent dilution
         resulting from stock splits, stock dividends or similar transactions as
         provided in the Zale Corporation 1995 Outside Directors' Stock Option
         Plan.

(3)      Estimated solely for the purpose of calculating the registration fee,
         in accordance with Rule 457(h)(1) under the Securities Act, on the
         basis of the average of the high and low sales prices of $29.25 and
         $31.75 per share for the Common Stock as reported on the New York Stock
         Exchange on January 12, 2001.

As permitted by Rule 429 under the Securities Act of 1933, the prospectus
related to this Registration Statement also covers securities registered under
Registration Statement No. 333-01789.

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


<PAGE>   2

          PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This Registration Statement on Form S-8 is being filed to register
150,000 additional shares of Common Stock, par value $.01 per share (the "Common
Stock"), of Zale Corporation (the "Company") which have been reserved for
issuance under the Zale Corporation 1995 Outside Directors' Stock Option Plan
(the "Plan"). A total of 150,000 shares of the Common Stock reserved under the
Plan have previously been registered on a Registration Statement on Form S-8
(Registration No. 333-01789, filed on March 18, 1996) (the "Original Form S-8").
Pursuant to and as permitted by General Instruction E to Form S-8, the contents
of the Original Form S-8 are hereby incorporated by reference herein, and the
opinions and consents listed at Item 8 below are annexed hereto.

Item 8.    Exhibits.

<TABLE>
<CAPTION>
           Exhibit No.      Description
           -----------      -----------

           <S>              <C>
           5                Opinion of Troutman Sanders LLP.

           23.1             Consent of Arthur Andersen LLP.

           23.2             Consent of Troutman Sanders LLP (contained in its Opinion
                            filed as Exhibit 5).

           24               Powers of Attorney (contained on the signature page hereof).
</TABLE>


                                       2
<PAGE>   3

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Irving, State of Texas, on this 12th day of
January, 2001.

                                        ZALE CORPORATION


                                        By: /s/ Alan P. Shor
                                            ------------------------------------
                                            Alan P. Shor
                                            President and Chief Operating
                                            Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Beryl B. Raff, Alan P. Shor and Sue E.
Gove, and each of them (with full power in each to act alone), his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
            SIGNATURE                                    TITLE                                  DATE
            ---------                                    -----                                  ----
<S>                                      <C>                                              <C>


                                            Chairman of the Board and Chief               January 12, 2001
/s/ Beryl B. Raff                             Executive Officer (Principal
---------------------------------               Executive Officer of the
Beryl B. Raff                                        Registrant)


/s/ Alan P. Shor                             President and Chief Operating                January 12, 2001
---------------------------------                  Officer, Director
Alan P. Shor


                                            Executive Vice President and                  January 12, 2001
/s/ Sue E. Gove                               Chief Financial Officer
---------------------------------         (Principal Financial Officer of
Sue E. Gove                                        the Registrant)


/s/ Mark R. Lenz                           Senior Vice President, Controller              January 12, 2001
---------------------------------          (Principal Accounting Officer of
Mark R. Lenz                                        the Registrant)
</TABLE>


                                       3
<PAGE>   4

<TABLE>
<S>                                                    <C>                                <C>


/s/ Glen Adams                                         Director                           January 11, 2001
---------------------------------
Glen Adams


/s/ A. David Brown                                     Director                           January 11, 2001
---------------------------------
A. David Brown


/s/ Peter P. Copses                                    Director                           January 12, 2001
---------------------------------
Peter P. Copses


                                                       Director
---------------------------------
Robert J. DiNicola


                                                       Director
---------------------------------
Richard C. Marcus


/s/ Charles H. Pistor, Jr.                             Director                           January 11, 2001
---------------------------------
Charles H. Pistor, Jr.


/s/ Andrew H. Tisch                                    Director                           January 12, 2001
---------------------------------
Andrew H. Tisch
</TABLE>


                                       4
<PAGE>   5

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.             Description
-----------             -----------

<S>                     <C>
5                       Opinion of Troutman Sanders LLP.

23.1                    Consent of Arthur Andersen LLP.

23.2                    Consent of Troutman Sanders LLP (contained in its opinion
                         filed as Exhibit 5).

24                      Powers of Attorney (contained on the signature page hereof).
</TABLE>


                                       5
[{"type": "S-8", "sequence": "1", "filename": "g66451s-8.txt", "description": "ZALE CORPORATION", "secsgml_size_bytes": 10052}]
{"company-data": {"conformed-name": "ZALE CORP", "cik": "0000109156", "assigned-sic": "5944", "irs-number": "750675400", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53804", "film-number": "1509873"}, "business-address": {"street1": "901 W WALNUT HILL LN", "city": "IRVING", "state": "TX", "zip": "75038", "phone": "9725804000"}, "mail-address": {"street1": "901 WEST WALNUT HILL LANE", "city": "IRVING", "state": "TX", "zip": "75038-1003"}, "former-company": {"former-conformed-name": "ZALE JEWELRY CO INC", "date-changed": "19710510"}}
1

    As filed with the Securities and Exchange Commission on January 17, 2001

                                                     Registration No. 333- _____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ZALE CORPORATION
             (Exact name of Registrant as specified in its charter)

                    DELAWARE                            75-0675400
         (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)             Identification No.)

            901 WEST WALNUT HILL LANE
                  IRVING, TEXAS                          75038-1003
    (Address of principal executive offices)             (Zip Code)

           ZALE CORPORATION 1995 OUTSIDE DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plan)

                                SUSAN S. LANIGAN
                            901 WEST WALNUT HILL LANE
                            IRVING, TEXAS 75038-1003
                                 (972) 580-4000
 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------------------------------------
    Title of each class of         Amount to be       Proposed maximum         Proposed          Amount of
  securities to be registered    registered(1)(2)    offering price per   maximum aggregate   registration fee
                                                         share(3)          offering price(3)
--------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01        150,000 shares         $30.50             $4,575,000           $1,144
per share
--------------------------------------------------------------------------------------------------------------
(1)      Pursuant to General Instruction E of Form S-8, this Registration
         Statement covers the registration of 150,000 shares of Common Stock in
         addition to shares previously registered under Registration Statement
         No. 333-01789.

(2)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
         this Registration Statement also covers an indeterminate number of
         additional shares that may be offered and issued to prevent dilution
         resulting from stock splits, stock dividends or similar transactions as
         provided in the Zale Corporation 1995 Outside Directors' Stock Option
         Plan.

(3)      Estimated solely for the purpose of calculating the registration fee,
         in accordance with Rule 457(h)(1) under the Securities Act, on the
         basis of the average of the high and low sales prices of $29.25 and
         $31.75 per share for the Common Stock as reported on the New York Stock
         Exchange on January 12, 2001.

As permitted by Rule 429 under the Securities Act of 1933, the prospectus
related to this Registration Statement also covers securities registered under
Registration Statement No. 333-01789.

================================================================================
2

          PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         This Registration Statement on Form S-8 is being filed to register
150,000 additional shares of Common Stock, par value $.01 per share (the "Common
Stock"), of Zale Corporation (the "Company") which have been reserved for
issuance under the Zale Corporation 1995 Outside Directors' Stock Option Plan
(the "Plan"). A total of 150,000 shares of the Common Stock reserved under the
Plan have previously been registered on a Registration Statement on Form S-8
(Registration No. 333-01789, filed on March 18, 1996) (the "Original Form S-8").
Pursuant to and as permitted by General Instruction E to Form S-8, the contents
of the Original Form S-8 are hereby incorporated by reference herein, and the
opinions and consents listed at Item 8 below are annexed hereto.

Item 8.    Exhibits.
Exhibit No.      Description
           -----------      -----------
5                Opinion of Troutman Sanders LLP.

           23.1             Consent of Arthur Andersen LLP.

           23.2             Consent of Troutman Sanders LLP (contained in its Opinion
                            filed as Exhibit 5).

           24               Powers of Attorney (contained on the signature page hereof).
2
3

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Irving, State of Texas, on this 12th day of
January, 2001.

                                        ZALE CORPORATION

                                        By: /s/ Alan P. Shor
                                            ------------------------------------
                                            Alan P. Shor
                                            President and Chief Operating
                                            Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Beryl B. Raff, Alan P. Shor and Sue E.
Gove, and each of them (with full power in each to act alone), his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on the dates indicated.
SIGNATURE                                    TITLE                                  DATE
            ---------                                    -----                                  ----
Chairman of the Board and Chief               January 12, 2001
/s/ Beryl B. Raff                             Executive Officer (Principal
---------------------------------               Executive Officer of the
Beryl B. Raff                                        Registrant)

/s/ Alan P. Shor                             President and Chief Operating                January 12, 2001
---------------------------------                  Officer, Director
Alan P. Shor

                                            Executive Vice President and                  January 12, 2001
/s/ Sue E. Gove                               Chief Financial Officer
---------------------------------         (Principal Financial Officer of
Sue E. Gove                                        the Registrant)

/s/ Mark R. Lenz                           Senior Vice President, Controller              January 12, 2001
---------------------------------          (Principal Accounting Officer of
Mark R. Lenz                                        the Registrant)
3
4
/s/ Glen Adams                                         Director                           January 11, 2001
---------------------------------
Glen Adams

/s/ A. David Brown                                     Director                           January 11, 2001
---------------------------------
A. David Brown

/s/ Peter P. Copses                                    Director                           January 12, 2001
---------------------------------
Peter P. Copses

                                                       Director
---------------------------------
Robert J. DiNicola

                                                       Director
---------------------------------
Richard C. Marcus

/s/ Charles H. Pistor, Jr.                             Director                           January 11, 2001
---------------------------------
Charles H. Pistor, Jr.

/s/ Andrew H. Tisch                                    Director                           January 12, 2001
---------------------------------
Andrew H. Tisch
4
5

                                INDEX TO EXHIBITS
Exhibit No.             Description
-----------             -----------
5                       Opinion of Troutman Sanders LLP.

23.1                    Consent of Arthur Andersen LLP.

23.2                    Consent of Troutman Sanders LLP (contained in its opinion
                         filed as Exhibit 5).

24                      Powers of Attorney (contained on the signature page hereof).
5