As filed with the Securities and Exchange Commission on December 28, 1998.
                                               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.)

            321 East Main Street
             Ada, Oklahoma 74820                           74820
  (Address of Principal Executive Offices)               (Zip Code)
                             -------------------------

               PRE-PAID LEGAL SERVICES, INC. STOCK OPTIONS GRANTED
          TO CERTAIN REGIONAL VICE PRESIDENTS AND MARKETING CONSULTANT
                            (Full title of the plan)

                                   Randy Harp
                              321 East Main Street
                               Ada, Oklahoma 74820
                     (Name and address of agent for service)
                                  (580) 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
    Title of Securities       Amount to    Offering     Aggregate     Amount of
     to be Registered            be         Price       Offering    Registration
                             Registered  Per Share(1)   Price(1)         Fee
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------

  Common Stock, par value      170,000      $25.53     $4,340,100      $1,207
  $0.01 per share
--------------------------------------------------------------------------------

(1)    Estimated  in  accordance  with Rule  457(h)  solely  for the  purpose of
       calculating  the  registration  fee. A total of 170,000  shares have been
       reserved for  issuance  pursuant to options  granted to certain  regional
       vice  presidents  and a marketing  consultant of the  Registrant  and are
       being registered hereby. The proposed maximum aggregate offering price of
       the shares that are subject to such options has been calculated  based on
       the weighted average exercise price of such options of $25.53 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 Company with the  Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   Registration
Statement:

     (1) The Company's  Annual  Report on Form 10-K for the year ended
         December 31, 1997.

     (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 1998.

     (3) The Company's  Quarterly Report on Form 10-Q for the quarter ended
         June 30, 1998.

     (4) The  Company's  Quarterly  Report  on Form 10-Q for the  quarter  ended
         September 30, 1998.

     (5) The Company's Current Report on Form 8-K dated October 2, 1998.

     (6) The  description  of  the  Company's  Common  Stock  contained  in  the
         Company's Registration Statement on Form 8-A dated October 10, 1986, as
         amended by the Company's Current Report on Form 8-K dated as of January
         10, 1997.

         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-K 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.



<PAGE>


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.

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

            5.1          Opinion of Crowe & Dunlevy, A Professional Corporation,
                         on legality of  securities. 
           23.1          Consent of Deloitte & Touche LLP.
           23.2          Consent of Crowe &  Dunlevy,  A  Professional 
                         Corporation (included in Exhibit 5.1).
           24.1          Powers of Attorney.

Item 9.  Undertakings

         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 of 1933;

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  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 the Registration Statement;

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

         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 with or  furnished  to the  Securities  and
         Exchange Commission by the Registrant pursuant to Section 13 or Section
         15(d) of the Securities  Exchange Act of 1934 that are  incorporated by
         reference in this Registration Statement.



<PAGE>


         (2) That,  for the  purpose  of  determining  any  liability  under the
         Securities Act of 1933,  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.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
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.

         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 December 28, 1998.

                                           PRE-PAID LEGAL SERVICES, INC.

                                           By:   /s/ RANDY HARP
                                           -----------------------------------
                                           Randy Harp, Chief Financial Officer
                                           and 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      December 28, 1998
                                        Directors                 
------------------------------ (Principal Executive Officer)
   Harland C. Stonecipher     


     WILBURN L. SMITH*           President and Director       December 28, 1998
------------------------------
      Wilburn L. Smith


     KATHLEEN S. PINSON*       Vice President, Controller     December 28, 1998
                                   and Director                
------------------------------   (Principal Accounting
     Kathleen S. Pinson                Officer)


       /s/ RANDY HARP           Chief Financial Officer,      December 28, 1998
 ------------------------------  Chief  Operating Officer                 
          Randy Harp                   and Director
                                (Principal Financial Officer)


    PETER K. GRUNEBAUM*                 Director              December 28, 1998
-------------------------------
     Peter K. Grunebaum


       JOHN W. HAIL*                    Director              December 28, 1998
------------------------------
        John W. Hail


      DAVID A. SAVULA*                  Director              December 28, 1998
------------------------------
       David A. Savula


  SHIRLEY A. STONECIPHER*               Director              December 28, 1998
------------------------------
   Shirley A. Stonecipher


      MARTIN H. BELSKY                  Director              December 28, 1998
------------------------------
       Martin H. Belsky


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

<PAGE>

                                INDEX TO EXHIBITS


      Exhibit No.                  Description

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

         23.1            Consent of Deloitte & Touche LLP.

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

         24.1            Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 15094}]
{"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": "333-69769", "film-number": "98776501"}, "business-address": {"street1": "321 E MAIN ST", "city": "ADA", "state": "OK", "zip": "74820", "phone": "5804361234"}, "mail-address": {"street1": "321 E MAIN", "city": "ADA", "state": "OK", "zip": "74820"}}
As filed with the Securities and Exchange Commission on December 28, 1998.
                                               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.)

            321 East Main Street
             Ada, Oklahoma 74820                           74820
  (Address of Principal Executive Offices)               (Zip Code)
                             -------------------------

               PRE-PAID LEGAL SERVICES, INC. STOCK OPTIONS GRANTED
          TO CERTAIN REGIONAL VICE PRESIDENTS AND MARKETING CONSULTANT
                            (Full title of the plan)

                                   Randy Harp
                              321 East Main Street
                               Ada, Oklahoma 74820
                     (Name and address of agent for service)
                                  (580) 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
    Title of Securities       Amount to    Offering     Aggregate     Amount of
     to be Registered            be         Price       Offering    Registration
                             Registered  Per Share(1)   Price(1)         Fee
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------

  Common Stock, par value      170,000      $25.53     $4,340,100      $1,207
  $0.01 per share
--------------------------------------------------------------------------------

(1)    Estimated  in  accordance  with Rule  457(h)  solely  for the  purpose of
       calculating  the  registration  fee. A total of 170,000  shares have been
       reserved for  issuance  pursuant to options  granted to certain  regional
       vice  presidents  and a marketing  consultant of the  Registrant  and are
       being registered hereby. The proposed maximum aggregate offering price of
       the shares that are subject to such options has been calculated  based on
       the weighted average exercise price of such options of $25.53 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 Company with the  Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   Registration
Statement:

     (1) The Company's  Annual  Report on Form 10-K for the year ended
         December 31, 1997.

     (2) The Company's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 1998.

     (3) The Company's  Quarterly Report on Form 10-Q for the quarter ended
         June 30, 1998.

     (4) The  Company's  Quarterly  Report  on Form 10-Q for the  quarter  ended
         September 30, 1998.

     (5) The Company's Current Report on Form 8-K dated October 2, 1998.

     (6) The  description  of  the  Company's  Common  Stock  contained  in  the
         Company's Registration Statement on Form 8-A dated October 10, 1986, as
         amended by the Company's Current Report on Form 8-K dated as of January
         10, 1997.

         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-K 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.

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

            5.1          Opinion of Crowe & Dunlevy, A Professional Corporation,
                         on legality of  securities. 
           23.1          Consent of Deloitte & Touche LLP.
           23.2          Consent of Crowe &  Dunlevy,  A  Professional 
                         Corporation (included in Exhibit 5.1).
           24.1          Powers of Attorney.

Item 9.  Undertakings

         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 of 1933;

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  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 the Registration Statement;

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

         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 with or  furnished  to the  Securities  and
         Exchange Commission by the Registrant pursuant to Section 13 or Section
         15(d) of the Securities  Exchange Act of 1934 that are  incorporated by
         reference in this Registration Statement.
(2) That,  for the  purpose  of  determining  any  liability  under the
         Securities Act of 1933,  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.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
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.

         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 December 28, 1998.

                                           PRE-PAID LEGAL SERVICES, INC.

                                           By:   /s/ RANDY HARP
                                           -----------------------------------
                                           Randy Harp, Chief Financial Officer
                                           and 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      December 28, 1998
                                        Directors                 
------------------------------ (Principal Executive Officer)
   Harland C. Stonecipher     

     WILBURN L. SMITH*           President and Director       December 28, 1998
------------------------------
      Wilburn L. Smith

     KATHLEEN S. PINSON*       Vice President, Controller     December 28, 1998
                                   and Director                
------------------------------   (Principal Accounting
     Kathleen S. Pinson                Officer)

       /s/ RANDY HARP           Chief Financial Officer,      December 28, 1998
 ------------------------------  Chief  Operating Officer                 
          Randy Harp                   and Director
                                (Principal Financial Officer)

    PETER K. GRUNEBAUM*                 Director              December 28, 1998
-------------------------------
     Peter K. Grunebaum

       JOHN W. HAIL*                    Director              December 28, 1998
------------------------------
        John W. Hail

      DAVID A. SAVULA*                  Director              December 28, 1998
------------------------------
       David A. Savula

  SHIRLEY A. STONECIPHER*               Director              December 28, 1998
------------------------------
   Shirley A. Stonecipher

      MARTIN H. BELSKY                  Director              December 28, 1998
------------------------------
       Martin H. Belsky

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

      Exhibit No.                  Description

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

         23.1            Consent of Deloitte & Touche LLP.

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

         24.1            Powers of Attorney.