<PAGE> 1

   As filed with the Securities and Exchange Commission on December 27, 2001
                                                   Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               HEALTHEXTRAS, INC.
   (exact name of registrant as specified in its certificate of incorporation)
DELAWARE                                                 52-2181356
(state or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)


                             2273 RESEARCH BOULEVARD
                            ROCKVILLE, MARYLAND 20850
                                 (301) 548-2900
                   (Address, including zip code, and telephone
    number, including area code, of registrant's principal executive offices)

                    HEALTHEXTRAS, INC. 2000 STOCK OPTION PLAN
             HEALTHEXTRAS, INC. 2000 DIRECTORS' STOCK OPTION PROGRAM

                           (Full Titles of the Plans)
                   -------------------------------------------

DAVID T. BLAIR                                     COPIES TO:
CHIEF EXECUTIVE OFFICER                            DOUGLAS P. FAUCETTE, ESQUIRE
HEALTHEXTRAS, INC.                                 THOMAS J. HAGGERTY, ESQUIRE
2273 RESEARCH BOULEVARD, SECOND FLOOR              MULDOON MURPHY & FAUCETTE LLP
Rockville, Maryland 20850                          5101 Wisconsin Avenue, NW
(301) 548-2900                                     Washington, DC 20016
(Name, address, including zip code, and            (202) 362-0840
telephone number, including area code,
of agent for service)

     Approximate date of commencement of proposed sale to public: As soon as
        practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
                               ----
<TABLE>
<CAPTION>

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

    Title of each Class of          Amount to be       Proposed Purchase        Estimated Aggregate        Registration
  Securities to be Registered       Registered(1)      Price Per Share             Offering Price               Fee
========================================================================================================================
        <S>                         <C>                   <C>                         <C>                      <C>
         Common Stock               1,000,000(2)          $4.48(4)                    $4,480,700               $1,121
        $.01 par value                 Shares
------------------------------------------------------------------------------------------------------------------------
         Common Stock                200,000(3)           $6.02(5)                    $1,204,000               $301
        $.01 par value                 Shares

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

(1)  Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares
     reserved for issuance pursuant to the HealthExtras, Inc. 2000 Stock Option Plan (the "Option Plan") and the
     HealthExtras, Inc. 2000 Directors' Stock Option Program (the "Directors' Option Program") as the result of a stock
     split, stock dividend or similar adjustment of the outstanding common stock of HealthExtras, Inc., pursuant to 17
     C.F.R.ss.230.416(a).
(2)  Represents the total number of shares of common stock currently reserved or available for issuance upon the exercise
     of stock options pursuant to the Option Plan.
(3)  Represents the total number of shares of common stock currently reserved or available for issuance upon the exercise
     of stock options pursuant to the Directors' Option Program.
(4)  Weighted average price determined by the average exercise price of $4.27 per share at which options for 872,500
     shares have been granted under the Option Plan to date and by $5.925, the average of the high and low prices reported
     on the Nasdaq National Market on December 20, 2001 for the remaining 127,500 shares for which options may be granted
     under the Option Plan.
(5)  Weighted average price determined by the average exercise price $6.19 per share at which options for 70,000 shares
     have been granted under the Directors' Option Program to date, and by $5.925, the average of the high and low prices
     reported on the Nasdaq National Market on December 20, 2001, for the remaining 130,000 shares for which options may
     be granted under the Directors' Option Program.
</TABLE>

This  Registration  Statement shall become effective  immediately upon filing in
accordance  with Section 8(a) of the  Securities  Act of 1933, as amended,  (the
"Securities Act") and 17 C.F.R. ss.230.462.

Number of Pages 14
Exhibit Index begins on Page 9


                                                              1

<PAGE> 2



HEALTHEXTRAS, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 & 2. The information regarding the HealthExtras,  Inc. (the "Company" or
the   "Registrant")   2000  Stock  Option  Plan  (the  "Option  Plan")  and  the
HealthExtras,  Inc. 2000 Directors' Stock Option Program (the "Directors' Option
Program") required by Part I of the Registration Statement will be sent or given
to the  participants  in these plans as  specified by Rule  428(b)(1)  under the
Securities Act of 1933 (the "Securities  Act").  Pursuant to Part I of Form S-8,
the information regarding the Option Plan and the Directors' Option Program need
not be filed with the Securities and Exchange Commission ("SEC").

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following  documents  filed or to be filed by the Company  with the SEC are
incorporated by reference in this Registration Statement:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December  31,  2000,   which  includes  the   consolidated   balance  sheets  of
HealthExtras,   Inc.  as  of  December  31,  2000  and  1999,  and  the  related
consolidated  statements of operations,  stockholders' equity and cash flows for
each of the years in the  three-year  period ended  December 31, 2000,  together
with the  related  notes  (File  No.  0-31014),  filed  with the SEC  under  the
Securities  Exchange  Act of 1934 (the  "Exchange  Act") on April 2,  2001,  and
subsequently amended on April 30, 2001.

     (b) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended March 31, 2001 (File No.  0-31014),  filed with the SEC under the Exchange
Act on May 14, 2001.

     (c) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended June 30, 2001 (File No.  0-31014),  filed with the SEC under the  Exchange
Act on August 14, 2001.

     (d) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended  September  30,  2001  (File No.  0-31014),  filed  with the SEC under the
Exchange Act on November 14, 2001.

     (e) The Company's Current Report on Form 8-K filed with the SEC on November
29, 2001.

     (f)  The  description  of  the  Company's  common  stock  contained  in the
Company's  Form 8-A (File  No.0-31014),  as filed with the SEC on  December  10,
1999,  pursuant  to  Section  12(g) of the  Exchange  Act,  as  incorporated  by
reference  to Exhibit 4.1 of the  Company's  Registration  Statement on Form S-1
(File No. 333-83761), as amended, initially filed with the SEC on July 26, 1999.

     (g) All documents  filed by the Company  pursuant to Section 13(a) and (c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a  post-effective  amendment  which  deregisters  all securities  then remaining
unsold.

     Any statement  contained in this Registration  Statement,  or in a document
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent that a statement  contained  herein, or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.


                                        2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES

     The  Common  Stock  to be  offered  pursuant  to the  Option  Plan  and the
Directors'  Option Program has been registered  pursuant to Section 12(g) of the
Exchange Act.  Accordingly,  a  description  of the Common Stock is not required
herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ItEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Directors  and officers of the Company are  indemnified  and held  harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it  currently  exists or as it may be amended,  provided  any
such amendment provides broader indemnification provisions than currently exist.
This indemnification applies to the Board of Directors who administer the Plan.

     In  accordance  with the General  Corporation  Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware  Code),  Articles NINTH and TENTH of
the Company's Certificate of Incorporation provide as follows:

     NINTH:   A.  Each person who was or is made a party or  is threatened to be
     -----
made  a  party  to  or  is otherwise involved in any action, suit or proceeding,
whether   civil,  criminal,   administrative  or  investigative  (hereinafter  a
"proceeding"),  by reason of the fact that he or she is or was a Director  or an
Officer  of  the  Corporation  or is or  was  serving  at  the  request  of  the
Corporation as a Director,  Officer, employee or agent of another corporation or
of a partnership,  joint venture,  trust or other enterprise,  including service
with respect to an employee benefit plan (hereinafter an "indemnitee"),  whether
the basis of such  proceeding  is alleged  action in an  official  capacity as a
Director, Officer, employee or agent or in any other capacity while serving as a
Director,  Officer, employee or agent, shall be indemnified and held harmless by
the  Corporation  to the  fullest  extent  authorized  by the  Delaware  General
Corporation  Law, as the same exists or may  hereafter be amended  (but,  in the
case of any such amendment,  only to the extent that such amendment  permits the
Corporation to provide  broader  indemnification  rights than such law permitted
the  Corporation  to provide  prior to such  amendment),  against  all  expense,
liability and loss (including  attorneys' fees,  judgments,  fines, ERISA excise
taxes or  penalties  and  amounts  paid in  settlement)  reasonably  incurred or
suffered by such indemnitee in connection therewith;  provided,  however,  that,
except as provided in Section C hereof with  respect to  proceedings  to enforce
rights to  indemnification,  the Corporation shall indemnify any such indemnitee
in connection  with a proceeding (or part thereof)  initiated by such indemnitee
only if such  proceeding  (or  part  thereof)  was  authorized  by the  Board of
Directors of the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
NINTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter and  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  services to an employee benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification  and to the advance of
expenses conferred


                                        3

<PAGE> 4



in Sections A and B of this  Article  NINTH  shall be  contract  rights and such
rights  shall  continue  as to an  indemnitee  who has ceased to be a  Director,
Officer,  employee or agent and shall  inure to the benefit of the  indemnitee's
heirs, executors and administrators.

         C. If a claim under Section A or B of this Article NINTH is not paid in
full by the Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expenses of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advance of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct, or in the case of such a suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advance of expenses, under this Article NINTH or otherwise shall be on the
Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred in this Article  NINTH shall not be exclusive of any other right which
any person may have or thereafter  acquire under any statute,  the Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
Disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
subsidiary  or Affiliate or another  corporation,  partnership,  joint  venture,
trust or other enterprise against any expense, liability or loss, whether or not
the  Corporation  would have the power to  indemnify  such person  against  such
expense, liability or loss under the Delaware General Corporation Law.

     F. The Corporation  may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article NINTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

     TENTH: A Director of this Corporation shall not be personally liable to the
     -----
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability:  (i) for any breach of the Director's
duty of  loyalty  to the  Corporation  or its  stockholders;  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law;  (iii) under Section 174 of the Delaware  General  Corporation
Law; or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

                                        4

<PAGE> 5



     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
Director of the Corporation existing at the time of such repeal or modification.

                                    * * * * *

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the SEC such  indemnification is against
public  policy  as  expressed  in  the   Securities   Act  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  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   LIST OF EXHIBITS

     The following  exhibits are filed with or  incorporated  by reference  into
this  Registration  Statement on Form S-8  (numbering  corresponds  generally to
Exhibit Table in Item 601 of Regulation S-K):

         5        Opinion of Muldoon Murphy & Faucette LLP as to the legality of
                  the Common Stock to be issued

         10       HealthExtras, Inc. 2000 Stock Option Plan1

         10.1     HealthExtras, Inc. 2000 Directors' Stock Option Program2

         23       Consent of  Muldoon  Murphy  &  Faucette LLP (contained in the
                  opinion included as Exhibit 5)

         23.1     Consent of PricewaterhouseCoopers LLP

         24       Power of Attorney is located on the signature pages
--------------------------

1 Incorporated herein by reference to Exhibit A of the Company's proxy statement
  on Form DEF14A (File No. 0-31014), filed on May 11, 2001.

2 Incorporated herein by reference to Exhibit B of the Company's proxy statement
  on Form DEF14A (File No. 0-31014), filed on May 11, 2001.


                                        5

<PAGE> 6



Item 9.   Undertakings

(a)      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;

                  (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.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   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,   unless  the
                  information  required  by (i) and (ii) above is  contained  in
                  periodic  reports filed by the Registrant  pursuant to Section
                  13 or 15(d) of the  Exchange  Act  that  are  incorporated  by
                  reference in the Registration Statement.

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

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




                                        6

<PAGE> 7



                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, HealthExtras,
Inc. 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  Rockville, State  of Maryland, on this 27th day of
December, 2001.

                                       HEALTHEXTRAS, INC.



                                       By:   /s/ David T. Blair
                                             ----------------------------------
                                             David T. Blair
                                             Chief Executive Officer


         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints David T. Blair and Michael P. Donovan, his true
and lawful attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Form S-8
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the U.S. Securities and Exchange
Commission, respectively, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Name                        Title                              Date
----                        -----                              ----


                            Chairman of the Board              December __, 2001
------------------------
Thomas L. Blair



/s/ David T. Blair          Chief Executive Officer and        December 27, 2001
------------------------    Director
David T. Blair



/s/ Michael P. Donovan      Chief Financial Officer            December 27, 2001
------------------------    Secretary and Chief
Michael P. Donovan          Accounting Officer



                                        7

<PAGE> 8





/s/ Bette B. Anderson             Director                     December 27, 2001
-----------------------------
Bette B. Anderson




/s William E. Brock               Director                     December 27, 2001
-----------------------------
William E. Brock




                                  Director                     December __, 2001
-----------------------------
Edward S. Civera




/s/ Frederick H. Graefe, Esq.     Director                     December 27, 2001
-----------------------------
Frederick H. Graefe, Esq.




/s/ Thomas J. Graf                 Director                    December 14, 2001
-----------------------------
Thomas J. Graf




                                  Director                     December __, 2001
-----------------------------
Julia M. Lawler





                                  Director                     December __, 2001
-----------------------------
Karen E. Shaff





                                        8


<PAGE> 9

<TABLE>
<CAPTION>
                                                         EXHIBIT INDEX
                                                         -------------

                                                                                                                    Sequentially
                                                                                                                       Numbered
                                                                                                                         Page
   Exhibit No.           Description                         Method of Filing                                          Location
-----------------        -----------------------------       -----------------------------------------------       ----------------

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

        5                Opinion of Muldoon                  Filed herewith.                                              11
                         Murphy & Faucette LLP

       10                HealthExtras, Inc. 2000             Incorporated herein by reference to Appendix A               --
                         Stock Option Plan                   of the Company's proxy statement on Form
                                                             DEF14A (File No. 0-31014), as amended,  filed
                                                             on May 11, 2001.

      10.1               HealthExtras, Inc. 2000             Incorporated herein by reference to Appendix B               --
                         Directors' Stock Option             of the Company's proxy statement on Form
                         Program                             DEF14A (File No. 0-31014), as amended,  filed
                                                             on May 11, 2001.

       23                Consent of Muldoon                  Contained in Exhibit 5.                                      --
                         Murphy & Faucette LLP

      23.1               Consent of                          Filed herewith.                                              14
                         PricewaterhouseCoopers
                         LLP

       24                Power of Attorney                   Located on the signature page.                               --


</TABLE>
                                                          9
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{"company-data": {"conformed-name": "HEALTHEXTRAS INC", "cik": "0001090403", "assigned-sic": "6411", "irs-number": "522181356", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75994", "film-number": "1823727"}, "business-address": {"street1": "2275 RESEARCH BOULEVARD", "street2": "7TH FLOOR", "city": "ROCKVILLE", "state": "MD", "zip": "20850", "phone": "3015482900"}, "mail-address": {"street1": "2275 RESEARCH BOULEVARD", "street2": "7TH FLOOR", "city": "ROCKVILLE", "state": "MD", "zip": "20850"}}
1

   As filed with the Securities and Exchange Commission on December 27, 2001
                                                   Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                               HEALTHEXTRAS, INC.
   (exact name of registrant as specified in its certificate of incorporation)
DELAWARE                                                 52-2181356
(state or other jurisdiction of              (IRS Employer Identification No.)
incorporation or organization)

                             2273 RESEARCH BOULEVARD
                            ROCKVILLE, MARYLAND 20850
                                 (301) 548-2900
                   (Address, including zip code, and telephone
    number, including area code, of registrant's principal executive offices)

                    HEALTHEXTRAS, INC. 2000 STOCK OPTION PLAN
             HEALTHEXTRAS, INC. 2000 DIRECTORS' STOCK OPTION PROGRAM

                           (Full Titles of the Plans)
                   -------------------------------------------

DAVID T. BLAIR                                     COPIES TO:
CHIEF EXECUTIVE OFFICER                            DOUGLAS P. FAUCETTE, ESQUIRE
HEALTHEXTRAS, INC.                                 THOMAS J. HAGGERTY, ESQUIRE
2273 RESEARCH BOULEVARD, SECOND FLOOR              MULDOON MURPHY & FAUCETTE LLP
Rockville, Maryland 20850                          5101 Wisconsin Avenue, NW
(301) 548-2900                                     Washington, DC 20016
(Name, address, including zip code, and            (202) 362-0840
telephone number, including area code,
of agent for service)

     Approximate date of commencement of proposed sale to public: As soon as
        practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
                               ----
========================================================================================================================

    Title of each Class of          Amount to be       Proposed Purchase        Estimated Aggregate        Registration
  Securities to be Registered       Registered(1)      Price Per Share             Offering Price               Fee
========================================================================================================================
Common Stock               1,000,000(2)          $4.48(4)                    $4,480,700               $1,121
        $.01 par value                 Shares
------------------------------------------------------------------------------------------------------------------------
         Common Stock                200,000(3)           $6.02(5)                    $1,204,000               $301
        $.01 par value                 Shares

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

(1)  Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares
     reserved for issuance pursuant to the HealthExtras, Inc. 2000 Stock Option Plan (the "Option Plan") and the
     HealthExtras, Inc. 2000 Directors' Stock Option Program (the "Directors' Option Program") as the result of a stock
     split, stock dividend or similar adjustment of the outstanding common stock of HealthExtras, Inc., pursuant to 17
     C.F.R.ss.230.416(a).
(2)  Represents the total number of shares of common stock currently reserved or available for issuance upon the exercise
     of stock options pursuant to the Option Plan.
(3)  Represents the total number of shares of common stock currently reserved or available for issuance upon the exercise
     of stock options pursuant to the Directors' Option Program.
(4)  Weighted average price determined by the average exercise price of $4.27 per share at which options for 872,500
     shares have been granted under the Option Plan to date and by $5.925, the average of the high and low prices reported
     on the Nasdaq National Market on December 20, 2001 for the remaining 127,500 shares for which options may be granted
     under the Option Plan.
(5)  Weighted average price determined by the average exercise price $6.19 per share at which options for 70,000 shares
     have been granted under the Directors' Option Program to date, and by $5.925, the average of the high and low prices
     reported on the Nasdaq National Market on December 20, 2001, for the remaining 130,000 shares for which options may
     be granted under the Directors' Option Program.
This  Registration  Statement shall become effective  immediately upon filing in
accordance  with Section 8(a) of the  Securities  Act of 1933, as amended,  (the
"Securities Act") and 17 C.F.R. ss.230.462.

Number of Pages 14
Exhibit Index begins on Page 9

                                                              1
2

HEALTHEXTRAS, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Items 1 & 2. The information regarding the HealthExtras,  Inc. (the "Company" or
the   "Registrant")   2000  Stock  Option  Plan  (the  "Option  Plan")  and  the
HealthExtras,  Inc. 2000 Directors' Stock Option Program (the "Directors' Option
Program") required by Part I of the Registration Statement will be sent or given
to the  participants  in these plans as  specified by Rule  428(b)(1)  under the
Securities Act of 1933 (the "Securities  Act").  Pursuant to Part I of Form S-8,
the information regarding the Option Plan and the Directors' Option Program need
not be filed with the Securities and Exchange Commission ("SEC").

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The  following  documents  filed or to be filed by the Company  with the SEC are
incorporated by reference in this Registration Statement:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December  31,  2000,   which  includes  the   consolidated   balance  sheets  of
HealthExtras,   Inc.  as  of  December  31,  2000  and  1999,  and  the  related
consolidated  statements of operations,  stockholders' equity and cash flows for
each of the years in the  three-year  period ended  December 31, 2000,  together
with the  related  notes  (File  No.  0-31014),  filed  with the SEC  under  the
Securities  Exchange  Act of 1934 (the  "Exchange  Act") on April 2,  2001,  and
subsequently amended on April 30, 2001.

     (b) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended March 31, 2001 (File No.  0-31014),  filed with the SEC under the Exchange
Act on May 14, 2001.

     (c) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended June 30, 2001 (File No.  0-31014),  filed with the SEC under the  Exchange
Act on August 14, 2001.

     (d) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended  September  30,  2001  (File No.  0-31014),  filed  with the SEC under the
Exchange Act on November 14, 2001.

     (e) The Company's Current Report on Form 8-K filed with the SEC on November
29, 2001.

     (f)  The  description  of  the  Company's  common  stock  contained  in the
Company's  Form 8-A (File  No.0-31014),  as filed with the SEC on  December  10,
1999,  pursuant  to  Section  12(g) of the  Exchange  Act,  as  incorporated  by
reference  to Exhibit 4.1 of the  Company's  Registration  Statement on Form S-1
(File No. 333-83761), as amended, initially filed with the SEC on July 26, 1999.

     (g) All documents  filed by the Company  pursuant to Section 13(a) and (c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a  post-effective  amendment  which  deregisters  all securities  then remaining
unsold.

     Any statement  contained in this Registration  Statement,  or in a document
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent that a statement  contained  herein, or in any other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES

     The  Common  Stock  to be  offered  pursuant  to the  Option  Plan  and the
Directors'  Option Program has been registered  pursuant to Section 12(g) of the
Exchange Act.  Accordingly,  a  description  of the Common Stock is not required
herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not applicable.

ItEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Directors  and officers of the Company are  indemnified  and held  harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it  currently  exists or as it may be amended,  provided  any
such amendment provides broader indemnification provisions than currently exist.
This indemnification applies to the Board of Directors who administer the Plan.

     In  accordance  with the General  Corporation  Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware  Code),  Articles NINTH and TENTH of
the Company's Certificate of Incorporation provide as follows:

     NINTH:   A.  Each person who was or is made a party or  is threatened to be
     -----
made  a  party  to  or  is otherwise involved in any action, suit or proceeding,
whether   civil,  criminal,   administrative  or  investigative  (hereinafter  a
"proceeding"),  by reason of the fact that he or she is or was a Director  or an
Officer  of  the  Corporation  or is or  was  serving  at  the  request  of  the
Corporation as a Director,  Officer, employee or agent of another corporation or
of a partnership,  joint venture,  trust or other enterprise,  including service
with respect to an employee benefit plan (hereinafter an "indemnitee"),  whether
the basis of such  proceeding  is alleged  action in an  official  capacity as a
Director, Officer, employee or agent or in any other capacity while serving as a
Director,  Officer, employee or agent, shall be indemnified and held harmless by
the  Corporation  to the  fullest  extent  authorized  by the  Delaware  General
Corporation  Law, as the same exists or may  hereafter be amended  (but,  in the
case of any such amendment,  only to the extent that such amendment  permits the
Corporation to provide  broader  indemnification  rights than such law permitted
the  Corporation  to provide  prior to such  amendment),  against  all  expense,
liability and loss (including  attorneys' fees,  judgments,  fines, ERISA excise
taxes or  penalties  and  amounts  paid in  settlement)  reasonably  incurred or
suffered by such indemnitee in connection therewith;  provided,  however,  that,
except as provided in Section C hereof with  respect to  proceedings  to enforce
rights to  indemnification,  the Corporation shall indemnify any such indemnitee
in connection  with a proceeding (or part thereof)  initiated by such indemnitee
only if such  proceeding  (or  part  thereof)  was  authorized  by the  Board of
Directors of the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
NINTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter and  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  services to an employee benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification  and to the advance of
expenses conferred

                                        3
4

in Sections A and B of this  Article  NINTH  shall be  contract  rights and such
rights  shall  continue  as to an  indemnitee  who has ceased to be a  Director,
Officer,  employee or agent and shall  inure to the benefit of the  indemnitee's
heirs, executors and administrators.

         C. If a claim under Section A or B of this Article NINTH is not paid in
full by the Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expenses of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advance of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct, or in the case of such a suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advance of expenses, under this Article NINTH or otherwise shall be on the
Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred in this Article  NINTH shall not be exclusive of any other right which
any person may have or thereafter  acquire under any statute,  the Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
Disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
subsidiary  or Affiliate or another  corporation,  partnership,  joint  venture,
trust or other enterprise against any expense, liability or loss, whether or not
the  Corporation  would have the power to  indemnify  such person  against  such
expense, liability or loss under the Delaware General Corporation Law.

     F. The Corporation  may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article NINTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

     TENTH: A Director of this Corporation shall not be personally liable to the
     -----
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability:  (i) for any breach of the Director's
duty of  loyalty  to the  Corporation  or its  stockholders;  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law;  (iii) under Section 174 of the Delaware  General  Corporation
Law; or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

                                        4
5

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
Director of the Corporation existing at the time of such repeal or modification.

                                    * * * * *

     Insofar as indemnification for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the SEC such  indemnification is against
public  policy  as  expressed  in  the   Securities   Act  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  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

ITEM 8.   LIST OF EXHIBITS

     The following  exhibits are filed with or  incorporated  by reference  into
this  Registration  Statement on Form S-8  (numbering  corresponds  generally to
Exhibit Table in Item 601 of Regulation S-K):

         5        Opinion of Muldoon Murphy & Faucette LLP as to the legality of
                  the Common Stock to be issued

         10       HealthExtras, Inc. 2000 Stock Option Plan1

         10.1     HealthExtras, Inc. 2000 Directors' Stock Option Program2

         23       Consent of  Muldoon  Murphy  &  Faucette LLP (contained in the
                  opinion included as Exhibit 5)

         23.1     Consent of PricewaterhouseCoopers LLP

         24       Power of Attorney is located on the signature pages
--------------------------

1 Incorporated herein by reference to Exhibit A of the Company's proxy statement
  on Form DEF14A (File No. 0-31014), filed on May 11, 2001.

2 Incorporated herein by reference to Exhibit B of the Company's proxy statement
  on Form DEF14A (File No. 0-31014), filed on May 11, 2001.

                                        5
6

Item 9.   Undertakings

(a)      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;

                  (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.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   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,   unless  the
                  information  required  by (i) and (ii) above is  contained  in
                  periodic  reports filed by the Registrant  pursuant to Section
                  13 or 15(d) of the  Exchange  Act  that  are  incorporated  by
                  reference in the Registration Statement.

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

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

                                        6
7

                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, HealthExtras,
Inc. 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  Rockville, State  of Maryland, on this 27th day of
December, 2001.

                                       HEALTHEXTRAS, INC.

                                       By:   /s/ David T. Blair
                                             ----------------------------------
                                             David T. Blair
                                             Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints David T. Blair and Michael P. Donovan, his true
and lawful attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Form S-8
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the U.S. Securities and Exchange
Commission, respectively, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

Name                        Title                              Date
----                        -----                              ----

                            Chairman of the Board              December __, 2001
------------------------
Thomas L. Blair

/s/ David T. Blair          Chief Executive Officer and        December 27, 2001
------------------------    Director
David T. Blair

/s/ Michael P. Donovan      Chief Financial Officer            December 27, 2001
------------------------    Secretary and Chief
Michael P. Donovan          Accounting Officer

                                        7
8

/s/ Bette B. Anderson             Director                     December 27, 2001
-----------------------------
Bette B. Anderson

/s William E. Brock               Director                     December 27, 2001
-----------------------------
William E. Brock

                                  Director                     December __, 2001
-----------------------------
Edward S. Civera

/s/ Frederick H. Graefe, Esq.     Director                     December 27, 2001
-----------------------------
Frederick H. Graefe, Esq.

/s/ Thomas J. Graf                 Director                    December 14, 2001
-----------------------------
Thomas J. Graf

                                  Director                     December __, 2001
-----------------------------
Julia M. Lawler

                                  Director                     December __, 2001
-----------------------------
Karen E. Shaff

                                        8
9
EXHIBIT INDEX
                                                         -------------

                                                                                                                    Sequentially
                                                                                                                       Numbered
                                                                                                                         Page
   Exhibit No.           Description                         Method of Filing                                          Location
-----------------        -----------------------------       -----------------------------------------------       ----------------
5                Opinion of Muldoon                  Filed herewith.                                              11
                         Murphy & Faucette LLP

       10                HealthExtras, Inc. 2000             Incorporated herein by reference to Appendix A               --
                         Stock Option Plan                   of the Company's proxy statement on Form
                                                             DEF14A (File No. 0-31014), as amended,  filed
                                                             on May 11, 2001.

      10.1               HealthExtras, Inc. 2000             Incorporated herein by reference to Appendix B               --
                         Directors' Stock Option             of the Company's proxy statement on Form
                         Program                             DEF14A (File No. 0-31014), as amended,  filed
                                                             on May 11, 2001.

       23                Consent of Muldoon                  Contained in Exhibit 5.                                      --
                         Murphy & Faucette LLP

      23.1               Consent of                          Filed herewith.                                              14
                         PricewaterhouseCoopers
                         LLP

       24                Power of Attorney                   Located on the signature page.                               --
9