As filed with the Securities and Exchange Commission on September 14, 1995.
                                                  Registration No. 33-__________
                                          
                SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                                                       
                               FORM S-8
                        REGISTRATION STATEMENT
                  UNDER THE SECURITIES ACT OF 1933
                                                      
                    PRE-PAID LEGAL SERVICES, INC.
       (Exact name of registrant as specified in its charter)
         Oklahoma                                  73-1016728          
(State or jurisdiction of                        (I.R.S. Employer          
incorporation or organization)                   Identification No.)          
   321 East Main Street                                     
       Ada, Oklahoma                                  74820
(Address of Principal Executive Offices)            (Zip Code)          
                   _____________________________________
              PRE-PAID LEGAL SERVICES, INC. STOCK OPTION PLAN
                                  AND
             OPTIONS GRANTED TO CERTAIN NON-EMPLOYEE DIRECTORS
                           (Full title of the plan)
                              Randy Harp                        
                         321 East Main Street
                          Ada, Oklahoma 74820
                (Name and address of agent for service)
                                (405) 436-1234
           (Telephone number, including area code, of agent for service)
                               Copy to:
                       J. Bradford Hammond, Esq.
              Crowe & Dunlevy, A Professional Corporation
                         500 Kennedy Building
                           321 South Boston
                      Tulsa, Oklahoma 74103-3133
                            (918) 592-9800

<TABLE>
<CAPTION>

                    CALCULATION OF REGISTRATION FEE

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




                                                           Proposed          Proposed
                                                            Maximum           Maximum       
                                           Amount to     Offering Price      Aggregate             Amount of
Title of Securities to be Registered     be Registered    Per Share (1)    Offering Price (1)   Registration Fee  

Common Stock, par value $0.01 per            $700,000       $ 4.66          $3,262,000              $1,125
share

</TABLE>
                             
(1)  Estimated  in  accordance  with  Rule  457(h)  solely  for the  purpose  of
     calculating  the  registration  fee.  A total of 625,000  shares  have been
     reserved for issuance  pursuant to options  granted or to be granted  under
     the  Registrant's  Stock Option Plan and are being  registered  hereby.  In
     addition, 75,000 shares have been reserved for issuance pursuant to options
     granted to certain  non-employee  directors  of the  Company  and are being
     registered hereby. The proposed maximum aggregate offering price of 325,000
     of such shares that are subject to outstanding  options has been calculated
     based on the weighted average exercise price of such outstanding options of
     $1.17 per share. The proposed maximum  aggregate  offering price of 375,000
     of such  shares  that  are not  subject  to  outstanding  options  has been
     calculated  based on the  average  of the high and low sales  prices of the
     Common Stock as reported on the American  Stock  Exchange on September  12,
     1995, which average price was $7.69 per share.

<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 to be contained  in the Section  10(a)
          prospectus is omitted from this  Registration  Statement in accordance
          with Rule 428 under the  Securities Act of 1933 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 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-KSB  for the year  ended
          December  31,  1994.

(2)       The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 1995.

(3)       The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
          June 30, 1995.

(4)       The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  Registration  Statement  on Form 8-A dated  October  10,
          1986, as amended by the Registrant's  Current Report on Form 8-K dated
          as of July 20, 1994.

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

Item 4.   Description of Securities

     This  Registration  Statement covers only Common Stock, par value $0.01 per
share,  of the  Registrant,  which  is  registered  under  Section  12(b) of the
Securities Exchange Act of 1934. Accordingly,  the information required pursuant
to Item 202 of Regulation S-B is not required to be included herein.

Item 5.   Interests of Named Experts and Counsel

     There are no  interests  of any expert or counsel  that are  required to be
disclosed pursuant to Item 5.

Item 6.   Indemnification of Officers and Directors

     Section  1031  of the  Oklahoma  General  Corporation  Act  provides  broad
authority for the indemnification of, and the advancement of litigation expenses
to, the directors and officers of an Oklahoma  corporation.  Section 1006 of the
Oklahoma General Corporation Act provides broad authority for the elimination or
limitation of the personal liability of directors of an Oklahoma  corporation to
the Oklahoma  corporation and its shareholders for monetary damages for breaches
of fiduciary  duty. The Amended and Restated  Certificate of  Incorporation,  as
amended,  and Bylaws of the Registrant provide for  indemnification  of, and the
advancement  of litigation  expenses to,  directors and officers to the broadest
extent  permitted by Oklahoma law and provide for the elimination and limitation
of the  personal  liability of  directors  for monetary  damages for breaches of
fiduciary duty to the fullest extent permitted by Oklahoma law.

<PAGE>

     Section 2 of the Registrant's  Stock Option Plan (the "Plan") provides that
no member of the Board of  Directors  or the  Stock  Option  Committee  shall be
liable for any action or determination made in good faith in connection with the
Plan.  Furthermore,  the  previously  referenced  persons  shall be  entitled to
indemnification  and  reimbursement  in the  manner  provided  in the  Company's
Amended and Restated Certificate of Incorporation,  or as otherwise permitted by
law.

Item 7.   Exemption from Registration Claimed

     There are no restricted  securities  being  reoffered or resold pursuant to
this Registration Statement.

Item 8.   Exhibits

   Exhibit
     No.               Description

     4.1       Pre-Paid Legal Services, Inc. Stock Option Plan
     4.2       Stock Option Agreements between Pre-Paid Legal Services, Inc. and
               certain non-employee directors.
     5.1       Opinion  of  Crowe &  Dunlevy,  A  Professional  Corporation,  on
               legality  of  securities.
     23.1      Consent of Crowe & Dunlevy, A Professional  Corporation (included
               in Exhibit 5.1).
     23.2      Consent of Deloitte & Touche LLP.
     23.3      Consent of Price Waterhouse LLP.
     24.1      Powers of Attorney.


Item 9.   Undertakings

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which it offers or sells  securities,  a
     post-effective amendment to this Registration Statement to:

        (i)  Include  any  prospectus   required  by  Section  10(a)(3)  of  the
        Securities Act of 1933;

        (ii) Reflect in the prospectus  any facts or events which,  individually
        or together,  present a  fundamental  change in the  information  in the
        Registration Statement;

        (iii) Include any additional or changed material information on the plan
        of distribution.

Provided,  however,  that the  undertakings  set forth in paragraphs  (1)(I) and
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 the  Registrant  pursuant  to the  Securities  Act of  1934  that  are
incorporated by reference in this Registration Statement.

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

     (3) To file a post-effective  amendment to remove from  registration any of
     the securities that remain unsold at the end of the offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant  pursuant to the provisions referred to in Item 6 of the Registration
Statement, 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  Securities  Act  of  1933  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  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  Securities  Act of 1933 and will be governed by the
final adjudication of such issue. 
<PAGE>

                            SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the 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 Ada, State of Oklahoma on September 14, 1995.

                                                   PRE-PAID LEGAL SERVICES, INC.

                                                   By: /s/ RANDY HARP  
                                                   Randy Harp
                                                   Chief Financial Officer

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

       Name                    Position                             Date

HARLAND C. STONECIPHER*  Chairman of the Board of Directors   September 14, 1995
Harland C. Stonecipher   and Chief Executive Officer
                         (Principal Executive Officer)


JACK MILDREN*            President and Director               September 14, 1995
Jack Mildren


KATHLEEN S. PINSON*      Vice President, Controller and       September 14, 1995
Kathleen S. Pinson       Director (Principal Accounting
                         Officer)

/s/ RANDY HARP           Chief Financial Officer and Director September 14, 1995
Randy Harp               (Principal Financial Officer)


PETER K. GRUNEBAUM*      Director                             September 14, 1995
Peter K. Grunebaum


WILBURN L. SMITH*        Director                             September 14, 1995
Wilburn L. Smith


CHARLES H. WALLS*        Director                             September 14, 1995
Charles H. Walls



*By:    /s/ RANDY HARP
        Randy Harp
        Attorney-in-fact




<PAGE>
                        INDEX TO EXHIBITS


      Exhibit
        No.                          Description

        4.1    Pre-Paid Legal Services,  Inc. Stock Option Plan 

        4.2    Stock Option Agreements between Pre-Paid Legal Services, Inc. and
               certain non-employee directors.

        5.1    Opinion  of  Crowe &  Dunlevy,  A  Professional  Corporation,  on
               legality of securities.

        23.1   Consent of Crowe & Dunlevy, A Professional  Corporation (included
               in Exhibit 5.1).

        23.2   Consent of Deloitte & Touche LLP.

        23.3   Consent of Price Waterhouse LLP.

        24.1   Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14135}]
{"company-data": {"conformed-name": "PRE PAID LEGAL SERVICES INC", "cik": "0000311657", "assigned-sic": "6399", "irs-number": "731016728", "state-of-incorporation": "OK", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62663", "film-number": "95573971"}, "business-address": {"street1": "321 E MAIN", "city": "ADA", "state": "OK", "zip": "74820", "phone": "4054361234"}, "mail-address": {"street1": "321 E MAIN", "city": "ADA", "state": "OK", "zip": "74820"}}
As filed with the Securities and Exchange Commission on September 14, 1995.
                                                  Registration No. 33-__________
                                          
                SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                                                       
                               FORM S-8
                        REGISTRATION STATEMENT
                  UNDER THE SECURITIES ACT OF 1933
                                                      
                    PRE-PAID LEGAL SERVICES, INC.
       (Exact name of registrant as specified in its charter)
         Oklahoma                                  73-1016728          
(State or jurisdiction of                        (I.R.S. Employer          
incorporation or organization)                   Identification No.)          
   321 East Main Street                                     
       Ada, Oklahoma                                  74820
(Address of Principal Executive Offices)            (Zip Code)          
                   _____________________________________
              PRE-PAID LEGAL SERVICES, INC. STOCK OPTION PLAN
                                  AND
             OPTIONS GRANTED TO CERTAIN NON-EMPLOYEE DIRECTORS
                           (Full title of the plan)
                              Randy Harp                        
                         321 East Main Street
                          Ada, Oklahoma 74820
                (Name and address of agent for service)
                                (405) 436-1234
           (Telephone number, including area code, of agent for service)
                               Copy to:
                       J. Bradford Hammond, Esq.
              Crowe & Dunlevy, A Professional Corporation
                         500 Kennedy Building
                           321 South Boston
                      Tulsa, Oklahoma 74103-3133
                            (918) 592-9800
CALCULATION OF REGISTRATION FEE
Proposed          Proposed
                                                            Maximum           Maximum       
                                           Amount to     Offering Price      Aggregate             Amount of
Title of Securities to be Registered     be Registered    Per Share (1)    Offering Price (1)   Registration Fee  

Common Stock, par value $0.01 per            $700,000       $ 4.66          $3,262,000              $1,125
share
(1)  Estimated  in  accordance  with  Rule  457(h)  solely  for the  purpose  of
     calculating  the  registration  fee.  A total of 625,000  shares  have been
     reserved for issuance  pursuant to options  granted or to be granted  under
     the  Registrant's  Stock Option Plan and are being  registered  hereby.  In
     addition, 75,000 shares have been reserved for issuance pursuant to options
     granted to certain  non-employee  directors  of the  Company  and are being
     registered hereby. The proposed maximum aggregate offering price of 325,000
     of such shares that are subject to outstanding  options has been calculated
     based on the weighted average exercise price of such outstanding options of
     $1.17 per share. The proposed maximum  aggregate  offering price of 375,000
     of such  shares  that  are not  subject  to  outstanding  options  has been
     calculated  based on the  average  of the high and low sales  prices of the
     Common Stock as reported on the American  Stock  Exchange on September  12,
     1995, which average price was $7.69 per share.
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 to be contained  in the Section  10(a)
          prospectus is omitted from this  Registration  Statement in accordance
          with Rule 428 under the  Securities Act of 1933 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 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-KSB  for the year  ended
          December  31,  1994.

(2)       The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
          March 31, 1995.

(3)       The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
          June 30, 1995.

(4)       The  description  of the  Registrant's  Common Stock  contained in the
          Registrant's  Registration  Statement  on Form 8-A dated  October  10,
          1986, as amended by the Registrant's  Current Report on Form 8-K dated
          as of July 20, 1994.

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

Item 4.   Description of Securities

     This  Registration  Statement covers only Common Stock, par value $0.01 per
share,  of the  Registrant,  which  is  registered  under  Section  12(b) of the
Securities Exchange Act of 1934. Accordingly,  the information required pursuant
to Item 202 of Regulation S-B is not required to be included herein.

Item 5.   Interests of Named Experts and Counsel

     There are no  interests  of any expert or counsel  that are  required to be
disclosed pursuant to Item 5.

Item 6.   Indemnification of Officers and Directors

     Section  1031  of the  Oklahoma  General  Corporation  Act  provides  broad
authority for the indemnification of, and the advancement of litigation expenses
to, the directors and officers of an Oklahoma  corporation.  Section 1006 of the
Oklahoma General Corporation Act provides broad authority for the elimination or
limitation of the personal liability of directors of an Oklahoma  corporation to
the Oklahoma  corporation and its shareholders for monetary damages for breaches
of fiduciary  duty. The Amended and Restated  Certificate of  Incorporation,  as
amended,  and Bylaws of the Registrant provide for  indemnification  of, and the
advancement  of litigation  expenses to,  directors and officers to the broadest
extent  permitted by Oklahoma law and provide for the elimination and limitation
of the  personal  liability of  directors  for monetary  damages for breaches of
fiduciary duty to the fullest extent permitted by Oklahoma law.
Section 2 of the Registrant's  Stock Option Plan (the "Plan") provides that
no member of the Board of  Directors  or the  Stock  Option  Committee  shall be
liable for any action or determination made in good faith in connection with the
Plan.  Furthermore,  the  previously  referenced  persons  shall be  entitled to
indemnification  and  reimbursement  in the  manner  provided  in the  Company's
Amended and Restated Certificate of Incorporation,  or as otherwise permitted by
law.

Item 7.   Exemption from Registration Claimed

     There are no restricted  securities  being  reoffered or resold pursuant to
this Registration Statement.

Item 8.   Exhibits

   Exhibit
     No.               Description

     4.1       Pre-Paid Legal Services, Inc. Stock Option Plan
     4.2       Stock Option Agreements between Pre-Paid Legal Services, Inc. and
               certain non-employee directors.
     5.1       Opinion  of  Crowe &  Dunlevy,  A  Professional  Corporation,  on
               legality  of  securities.
     23.1      Consent of Crowe & Dunlevy, A Professional  Corporation (included
               in Exhibit 5.1).
     23.2      Consent of Deloitte & Touche LLP.
     23.3      Consent of Price Waterhouse LLP.
     24.1      Powers of Attorney.

Item 9.   Undertakings

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which it offers or sells  securities,  a
     post-effective amendment to this Registration Statement to:

        (i)  Include  any  prospectus   required  by  Section  10(a)(3)  of  the
        Securities Act of 1933;

        (ii) Reflect in the prospectus  any facts or events which,  individually
        or together,  present a  fundamental  change in the  information  in the
        Registration Statement;

        (iii) Include any additional or changed material information on the plan
        of distribution.

Provided,  however,  that the  undertakings  set forth in paragraphs  (1)(I) and
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 the  Registrant  pursuant  to the  Securities  Act of  1934  that  are
incorporated by reference in this Registration Statement.

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

     (3) To file a post-effective  amendment to remove from  registration any of
     the securities that remain unsold at the end of the offering.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant  pursuant to the provisions referred to in Item 6 of the Registration
Statement, 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  Securities  Act  of  1933  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  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  Securities  Act of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the 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 Ada, State of Oklahoma on September 14, 1995.

                                                   PRE-PAID LEGAL SERVICES, INC.

                                                   By: /s/ RANDY HARP  
                                                   Randy Harp
                                                   Chief Financial Officer

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

       Name                    Position                             Date

HARLAND C. STONECIPHER*  Chairman of the Board of Directors   September 14, 1995
Harland C. Stonecipher   and Chief Executive Officer
                         (Principal Executive Officer)

JACK MILDREN*            President and Director               September 14, 1995
Jack Mildren

KATHLEEN S. PINSON*      Vice President, Controller and       September 14, 1995
Kathleen S. Pinson       Director (Principal Accounting
                         Officer)

/s/ RANDY HARP           Chief Financial Officer and Director September 14, 1995
Randy Harp               (Principal Financial Officer)

PETER K. GRUNEBAUM*      Director                             September 14, 1995
Peter K. Grunebaum

WILBURN L. SMITH*        Director                             September 14, 1995
Wilburn L. Smith

CHARLES H. WALLS*        Director                             September 14, 1995
Charles H. Walls

*By:    /s/ RANDY HARP
        Randy Harp
        Attorney-in-fact
INDEX TO EXHIBITS

      Exhibit
        No.                          Description

        4.1    Pre-Paid Legal Services,  Inc. Stock Option Plan 

        4.2    Stock Option Agreements between Pre-Paid Legal Services, Inc. and
               certain non-employee directors.

        5.1    Opinion  of  Crowe &  Dunlevy,  A  Professional  Corporation,  on
               legality of securities.

        23.1   Consent of Crowe & Dunlevy, A Professional  Corporation (included
               in Exhibit 5.1).

        23.2   Consent of Deloitte & Touche LLP.

        23.3   Consent of Price Waterhouse LLP.

        24.1   Powers of Attorney.