As filed with the Securities and Exchange Commission on November 12, 2004.
                                                 Registration No. 333-__________

                       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.)

One Pre-Paid Way
Ada, Oklahoma 74820                                                74820
(Address of Principal Executive Offices)                         (Zip Code)
                     ---------------------------------------

                          PRE-PAID LEGAL SERVICES, INC.
               EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN AND TRUST
                            (Full title of the plan)
                                   Randy Harp
                                One Pre-Paid Way
                               Ada, Oklahoma 74820
                     (Name and address of agent for service)
                                 (580) 436-1234
          (Telephone number, including area code, of agent for service)
                                    Copy to:
                            Michael M. Stewart, Esq.
                   Crowe & Dunlevy, A Professional Corporation
                                20 North Broadway
                                   Suite 1800
                          Oklahoma City, Oklahoma 73102
                                 (405) 235-7700



<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
============================================================================================================================

                                                               Proposed               Proposed
                                                                Maximum               Maximum
         Title of Securities              Amount to         Offering Price           Aggregate              Amount of
         to be Registered(1)           be Registered(2)      Per Share(3)        Offering Price(3)      Registration Fee
<S>                                            <C>              <C>                 <C>                     <C>
----------------------------------------------------------------------------------------------------------------------------

Common Stock, par value $0.01 per               80,000          $ 29.27             $ 2,341,600             $ 296.68
share
============================================================================================================================
</TABLE>

(1)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
       this registration statement also covers an indeterminate amount of
       interests to be offered and sold pursuant to the employee benefit plan
       described herein.
(2)    The shares of Common Stock being registered consist of shares to be
       acquired by the Trustee pursuant to the plan for the account of
       participants with participant contributions and employer contributions.
(3)    Estimated in accordance with Rule 457(h) solely for purposes of
       calculating the registration fee, based on the high and low prices of the
       Common Stock on the New York Stock Exchange on November 10, 2004.


     The contents of the Registrant's  Registration  Statement on Form S-8 (File
No.  33-82144)  relating to the Pre-Paid  Legal  Services,  Inc.  Employee Stock
Ownership and Thrift Plan and Trust (the  "Plan"),  are  incorporated  herein by
reference. This Registration Statement has been filed in accordance with General
Instruction E to Form S-8 for the purpose of  registering  the offer and sale of
an  additional  80,000  shares of Common Stock that may be issued or sold by the
Registrant in connection with the Plan.

     For a list of exhibits filed as part of this  Registration  Statement,  see
the Exhibit Index hereto.

                                   SIGNATURES

The Registrant.  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 November 12, 2004.

                                   PRE-PAID LEGAL SERVICES, INC.

                                   By:  /s/ Randy Harp
                                   ---------------------------------------------
                                        Randy Harp
                                        Chief Operating 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.

<TABLE>
<CAPTION>

         Name                                  Position                                       Date

<S>                                     <C>                                             <C>
HARLAND C. STONECIPHER*                 Chairman of the Board of Directors and Chief    November 12, 2004
----------------------
Harland C. Stonecipher                  Executive Officer (Principal Executive
                                        Officer)


Steve Williamson                        Chief Financial Officer (Principal Financial    November 12, 2004
----------------
Steve Williamson                        and Accounting Officer)

ORLAND G. ALDRIDGE*                                                                     November 12, 2004
------------------
Orland G. Aldridge                      Director

MARTIN H. BELSKY*                                                                       November 12, 2004
----------------
Martin H. Belsky                        Director

PETER K. GRUNEBAUM*                     Director                                        November 12, 2004
------------------
Peter K. Grunebaum

JOHN W. HAIL*                           Director                                        November 12, 2004
-------------
John W. Hail

THOMAS W. SMITH*                        Director                                        November 12, 2004
----------------
Thomas W. Smith


*By:   Randy Harp
       ----------
       Randy Harp
       Attorney-in-fact

</TABLE>





The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the Plan
Committee members have 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 the 12th day of November, 2004.


Name
/s/ Randy Harp
-----------------------------------
Randy Harp, Committee Member

/s/ Steve Williamson
-----------------------------------
Steve Williamson, Committee Member

/s/ Kathleen Pinson
-----------------------------------
Kathleen Pinson, Committee Member


<PAGE>



                                INDEX TO EXHIBITS


     Exhibit
        No.                                     Description


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

      23.1               Consent of Grant Thornton LLP.

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

      24.1               Powers of Attorney.


<PAGE>




                                   EXHIBIT 5.1

                                November 11, 2004

Pre-Paid Legal Services, Inc.
One Pre-Paid Way
Ada, Oklahoma 74820

                    Re:  Pre-Paid Legal Services,  Inc. - Registration Statement
                         on Form S-8  Relating  to 80,000  Additional  Shares of
                         Common  Stock in  Connection  with the  Pre-Paid  Legal
                         Services, Inc. Employee Stock Ownership and Thrift Plan
                         and Trust (the "Plan")

Ladies and Gentlemen:

     Pre-Paid Legal Services, Inc. (the "Company") has approved the amendment of
the above referenced  registration statement for the Plan to increase the number
of shares of common stock,  $0.01 par value per share,  of the Company  issuable
pursuant to the Plan by 80,000 (the "Additional Shares").

     You  have  requested  our  advice  with  respect  to  the  legality  of the
Additional Shares issuable pursuant to the Plan.

     We have  examined,  and are familiar  with,  the  originals or copies,  the
authenticity  of  which  have  been  established  to  our  satisfaction,  of all
documents and other instruments we have deemed necessary to express the opinions
hereinafter  set forth.  We have assumed the accuracy and  completeness  of such
documents and instruments and of the information contained therein.

     Based on the foregoing, and upon consideration of applicable law, it is our
opinion that the Additional Shares that may be acquired by the Plan have been or
will be validly issued, fully paid and non-assessable.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
above-captioned Registration Statement.


                                   Respectfully submitted,

                                   CROWE & DUNLEVY
                                   A PROFESSIONAL CORPORATION


                                   By: /s/ Michael M. Stewart
                                   ----------------------------------------
                                   Michael M. Stewart


<PAGE>



                                  EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


     We have  issued  our  report  dated  February  27,  2004  accompanying  the
     consolidated  financial statements and schedule of Pre-Paid Legal Services,
     Inc. and  subsidiaries  appearing in the Annual Report on Form 10-K for the
     year ended December 31, 2003,  which is  incorporated  by reference in this
     Registration  Statement. We have also issued our report dated June 18, 2004
     accompanying  the  financial  statements  and  schedules of Pre-Paid  Legal
     Services, Inc. Employee Stock Ownership and Thrift Plan and Trust appearing
     in Amendment  No. 1 of the Annual  Report on Form 10-K/A for the year ended
     December 31, 2003, which is incorporated by reference in this  Registration
     Statement. We consent to the incorporation by reference in the Registration
     Statement of the aforementioned reports.



     GRANT THORNTON LLP

     Oklahoma City, Oklahoma
     November 11, 2004


<PAGE>



                                  EXHIBIT 24.1






                                POWER OF ATTORNEY



     KNOW ALL BY THESE  PRESENTS,  that the undersigned  hereby  constitutes and
appoints Randy Harp and Steve Williamson,  and each or any of them, his true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign the Registration  Statement on Form S-8,  relating to up to
80,000  additional  shares of Common  Stock that may be issued  pursuant  to the
Employee Stock  Ownership and Thrift Plan and Trust of Pre-Paid Legal  Services,
Inc., and all amendments  thereto (including  post-effective  amendments) and to
file  the  same,  with  exhibits  thereto  and  other  documents  in  connection
therewith, with the Securities and Exchange Commission,  granting unto each said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and  purposes  as he or she might or could do in person,  hereby  ratifying  and
confirming all that said  attorney-in-fact and agent or any of them, or their or
his or her  substitute  or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

<TABLE>
<CAPTION>

                     Signature                                       Title                          Date
<S>                                                   <C>                                     <C>

 /s/ Harland C. Stonecipher                               Chairman of the Board of Directors  November 12, 2004
----------------------------------------------------
              Harland C. Stonecipher                      and Chief Executive Officer


/s/ Orland G. Aldridge                                             Director                   November 12, 2004
----------------------------------------------------
                Orland G. Aldridge


/s/ Martin H. Belsky                                               Director                   November 12, 2004
----------------------------------------------------
                 Martin H. Belsky


/s/ Peter K. Grunebaum                                             Director                   November 12, 2004
----------------------------------------------------
                Peter K. Grunebaum


/s/ John W. Hail                                                   Director                   November 12, 2004
----------------------------------------------------
                   John W. Hail


/s/ Thomas W. Smith                                                Director                   November 12, 2004
----------------------------------------------------
                  Thomas W. Smith


</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "forms8esop.txt", "description": "FORM S-8 EMLOYEE ESOP", "secsgml_size_bytes": 13971}]
{"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": "333-120403", "film-number": "041137363"}, "business-address": {"street1": "321 E MAIN ST", "city": "ADA", "state": "OK", "zip": "74820", "phone": "5804361234"}, "mail-address": {"street1": "321 E MAIN", "street2": "P O BOX 145", "city": "ADA", "state": "OK", "zip": "74820"}}
As filed with the Securities and Exchange Commission on November 12, 2004.
                                                 Registration No. 333-__________

                       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.)

One Pre-Paid Way
Ada, Oklahoma 74820                                                74820
(Address of Principal Executive Offices)                         (Zip Code)
                     ---------------------------------------

                          PRE-PAID LEGAL SERVICES, INC.
               EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN AND TRUST
                            (Full title of the plan)
                                   Randy Harp
                                One Pre-Paid Way
                               Ada, Oklahoma 74820
                     (Name and address of agent for service)
                                 (580) 436-1234
          (Telephone number, including area code, of agent for service)
                                    Copy to:
                            Michael M. Stewart, Esq.
                   Crowe & Dunlevy, A Professional Corporation
                                20 North Broadway
                                   Suite 1800
                          Oklahoma City, Oklahoma 73102
                                 (405) 235-7700
CALCULATION OF REGISTRATION FEE
============================================================================================================================

                                                               Proposed               Proposed
                                                                Maximum               Maximum
         Title of Securities              Amount to         Offering Price           Aggregate              Amount of
         to be Registered(1)           be Registered(2)      Per Share(3)        Offering Price(3)      Registration Fee
----------------------------------------------------------------------------------------------------------------------------

Common Stock, par value $0.01 per               80,000          $ 29.27             $ 2,341,600             $ 296.68
share
============================================================================================================================
(1)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
       this registration statement also covers an indeterminate amount of
       interests to be offered and sold pursuant to the employee benefit plan
       described herein.
(2)    The shares of Common Stock being registered consist of shares to be
       acquired by the Trustee pursuant to the plan for the account of
       participants with participant contributions and employer contributions.
(3)    Estimated in accordance with Rule 457(h) solely for purposes of
       calculating the registration fee, based on the high and low prices of the
       Common Stock on the New York Stock Exchange on November 10, 2004.

     The contents of the Registrant's  Registration  Statement on Form S-8 (File
No.  33-82144)  relating to the Pre-Paid  Legal  Services,  Inc.  Employee Stock
Ownership and Thrift Plan and Trust (the  "Plan"),  are  incorporated  herein by
reference. This Registration Statement has been filed in accordance with General
Instruction E to Form S-8 for the purpose of  registering  the offer and sale of
an  additional  80,000  shares of Common Stock that may be issued or sold by the
Registrant in connection with the Plan.

     For a list of exhibits filed as part of this  Registration  Statement,  see
the Exhibit Index hereto.

                                   SIGNATURES

The Registrant.  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 November 12, 2004.

                                   PRE-PAID LEGAL SERVICES, INC.

                                   By:  /s/ Randy Harp
                                   ---------------------------------------------
                                        Randy Harp
                                        Chief Operating 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 and Chief    November 12, 2004
----------------------
Harland C. Stonecipher                  Executive Officer (Principal Executive
                                        Officer)

Steve Williamson                        Chief Financial Officer (Principal Financial    November 12, 2004
----------------
Steve Williamson                        and Accounting Officer)

ORLAND G. ALDRIDGE*                                                                     November 12, 2004
------------------
Orland G. Aldridge                      Director

MARTIN H. BELSKY*                                                                       November 12, 2004
----------------
Martin H. Belsky                        Director

PETER K. GRUNEBAUM*                     Director                                        November 12, 2004
------------------
Peter K. Grunebaum

JOHN W. HAIL*                           Director                                        November 12, 2004
-------------
John W. Hail

THOMAS W. SMITH*                        Director                                        November 12, 2004
----------------
Thomas W. Smith

*By:   Randy Harp
       ----------
       Randy Harp
       Attorney-in-fact
The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the Plan
Committee members have 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 the 12th day of November, 2004.

Name
/s/ Randy Harp
-----------------------------------
Randy Harp, Committee Member

/s/ Steve Williamson
-----------------------------------
Steve Williamson, Committee Member

/s/ Kathleen Pinson
-----------------------------------
Kathleen Pinson, Committee Member
INDEX TO EXHIBITS

     Exhibit
        No.                                     Description

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

      23.1               Consent of Grant Thornton LLP.

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

      24.1               Powers of Attorney.
EXHIBIT 5.1

                                November 11, 2004

Pre-Paid Legal Services, Inc.
One Pre-Paid Way
Ada, Oklahoma 74820

                    Re:  Pre-Paid Legal Services,  Inc. - Registration Statement
                         on Form S-8  Relating  to 80,000  Additional  Shares of
                         Common  Stock in  Connection  with the  Pre-Paid  Legal
                         Services, Inc. Employee Stock Ownership and Thrift Plan
                         and Trust (the "Plan")

Ladies and Gentlemen:

     Pre-Paid Legal Services, Inc. (the "Company") has approved the amendment of
the above referenced  registration statement for the Plan to increase the number
of shares of common stock,  $0.01 par value per share,  of the Company  issuable
pursuant to the Plan by 80,000 (the "Additional Shares").

     You  have  requested  our  advice  with  respect  to  the  legality  of the
Additional Shares issuable pursuant to the Plan.

     We have  examined,  and are familiar  with,  the  originals or copies,  the
authenticity  of  which  have  been  established  to  our  satisfaction,  of all
documents and other instruments we have deemed necessary to express the opinions
hereinafter  set forth.  We have assumed the accuracy and  completeness  of such
documents and instruments and of the information contained therein.

     Based on the foregoing, and upon consideration of applicable law, it is our
opinion that the Additional Shares that may be acquired by the Plan have been or
will be validly issued, fully paid and non-assessable.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
above-captioned Registration Statement.

                                   Respectfully submitted,

                                   CROWE & DUNLEVY
                                   A PROFESSIONAL CORPORATION

                                   By: /s/ Michael M. Stewart
                                   ----------------------------------------
                                   Michael M. Stewart
EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We have  issued  our  report  dated  February  27,  2004  accompanying  the
     consolidated  financial statements and schedule of Pre-Paid Legal Services,
     Inc. and  subsidiaries  appearing in the Annual Report on Form 10-K for the
     year ended December 31, 2003,  which is  incorporated  by reference in this
     Registration  Statement. We have also issued our report dated June 18, 2004
     accompanying  the  financial  statements  and  schedules of Pre-Paid  Legal
     Services, Inc. Employee Stock Ownership and Thrift Plan and Trust appearing
     in Amendment  No. 1 of the Annual  Report on Form 10-K/A for the year ended
     December 31, 2003, which is incorporated by reference in this  Registration
     Statement. We consent to the incorporation by reference in the Registration
     Statement of the aforementioned reports.

     GRANT THORNTON LLP

     Oklahoma City, Oklahoma
     November 11, 2004
EXHIBIT 24.1

                                POWER OF ATTORNEY

     KNOW ALL BY THESE  PRESENTS,  that the undersigned  hereby  constitutes and
appoints Randy Harp and Steve Williamson,  and each or any of them, his true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to sign the Registration  Statement on Form S-8,  relating to up to
80,000  additional  shares of Common  Stock that may be issued  pursuant  to the
Employee Stock  Ownership and Thrift Plan and Trust of Pre-Paid Legal  Services,
Inc., and all amendments  thereto (including  post-effective  amendments) and to
file  the  same,  with  exhibits  thereto  and  other  documents  in  connection
therewith, with the Securities and Exchange Commission,  granting unto each said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and  purposes  as he or she might or could do in person,  hereby  ratifying  and
confirming all that said  attorney-in-fact and agent or any of them, or their or
his or her  substitute  or  substitutes,  may lawfully do or cause to be done by
virtue hereof.
Signature                                       Title                          Date
/s/ Harland C. Stonecipher                               Chairman of the Board of Directors  November 12, 2004
----------------------------------------------------
              Harland C. Stonecipher                      and Chief Executive Officer

/s/ Orland G. Aldridge                                             Director                   November 12, 2004
----------------------------------------------------
                Orland G. Aldridge

/s/ Martin H. Belsky                                               Director                   November 12, 2004
----------------------------------------------------
                 Martin H. Belsky

/s/ Peter K. Grunebaum                                             Director                   November 12, 2004
----------------------------------------------------
                Peter K. Grunebaum

/s/ John W. Hail                                                   Director                   November 12, 2004
----------------------------------------------------
                   John W. Hail

/s/ Thomas W. Smith                                                Director                   November 12, 2004
----------------------------------------------------
                  Thomas W. Smith