As filed with the Securities and Exchange Commissionon May 20, 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

<TABLE>
<CAPTION>

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

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

Common Stock, par value $0.01 per share       434,000                   $25.48              $11,059,174             $3,262
==================================================================================================================================
</TABLE>

     (1)  Estimated  in  accordance  with Rule 457(h)  solely for the purpose of
calculating the  registration  fee. A total of 434,000 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 $25.48 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-K for the year ended December
31, 1997.

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

     (3)  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.






<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 May 20, 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          May 20, 1998
-----------------------         
Harland C. Stonecipher          Directors (Principal Executive 
                                Officer)

WILBURN L. SMITH*               President and Director            May 20, 1998
-----------------------
Wilburn L. Smith


KATHLEEN S. PINSON*             Vice President, Controller and    May 20, 1998
-----------------------        
Kathleen S. Pinson              Director (Principal Accounting 
                                Officer)

/s/ RANDY HARP                  Chief Financial Officer, Chief    May 20, 1998
-----------------------
Randy Harp                      Operating Officer and Director
                                (Principal Financial Officer)

PETER K. GRUNEBAUM*              Director                         May 20, 1998
-----------------------         
Peter K. Grunebaum


JOHN W. HAIL*                    Director                         May 20, 1998
-----------------------           
John W. Hail


DAVID A. SAVULA*                 Director                         May 20, 1998
-----------------------                
David A. Savula


SHIRLEY A. STONECIPHER*          Director                         May 20, 1998
-----------------------        
Shirley A. Stonecipher


*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": 14548}]
{"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": "333-53187", "film-number": "98629241"}, "business-address": {"street1": "321 E MAIN ST", "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 Commissionon May 20, 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 Price           Aggregate            Amount of
              to be Registered                  be Registered        Per Share(1)        Offering Price(1)     Registration Fee
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share       434,000                   $25.48              $11,059,174             $3,262
==================================================================================================================================
(1)  Estimated  in  accordance  with Rule 457(h)  solely for the purpose of
calculating the  registration  fee. A total of 434,000 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 $25.48 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-K for the year ended December
31, 1997.

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

     (3)  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 May 20, 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          May 20, 1998
-----------------------         
Harland C. Stonecipher          Directors (Principal Executive 
                                Officer)

WILBURN L. SMITH*               President and Director            May 20, 1998
-----------------------
Wilburn L. Smith

KATHLEEN S. PINSON*             Vice President, Controller and    May 20, 1998
-----------------------        
Kathleen S. Pinson              Director (Principal Accounting 
                                Officer)

/s/ RANDY HARP                  Chief Financial Officer, Chief    May 20, 1998
-----------------------
Randy Harp                      Operating Officer and Director
                                (Principal Financial Officer)

PETER K. GRUNEBAUM*              Director                         May 20, 1998
-----------------------         
Peter K. Grunebaum

JOHN W. HAIL*                    Director                         May 20, 1998
-----------------------           
John W. Hail

DAVID A. SAVULA*                 Director                         May 20, 1998
-----------------------                
David A. Savula

SHIRLEY A. STONECIPHER*          Director                         May 20, 1998
-----------------------        
Shirley A. Stonecipher

*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.