<PAGE> 1


      As filed with the Securities and Exchange Commission on June 13, 2003
                                                       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, 2ND FLOOR
                            ROCKVILLE, MARYLAND 20850
                                 (301) 548-2900
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)


                  2003 HEALTHEXTRAS, INC. EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)
                       -------------------------------------


DAVID T. BLAIR                                     COPIES TO:
CHIEF EXECUTIVE OFFICER                            DOUGLAS P. FAUCETTE, ESQUIRE
HEALTHEXTRAS, INC.                                 THOMAS J. HAGGERTY, ESQUIRE
2273 RESEARCH BOULEVARD, 2ND FLOOR                 MULDOON MURPHY & FAUCETTE LLP
ROCKVILLE, MARYLAND 20850                          5101 WISCONSIN AVENUE, NW
(301) 548-2900                                     WASHINGTON, DC 20016
(Name, address, including zip code, and telephone  (202) 362-0840
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                    1,500,000(2)
$.01 par value                    Shares        $6.94                   $10,410,000             $843
============================================================================================================
</TABLE>

(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 2003  HealthExtras,  Inc.  Equity  Incentive  Plan (the  "Plan") 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
     Plan.
(3)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee.  Pursuant to Rule 457(c) under the  Securities  Act, the
     price per share is the  average  of the bid and ask price of  HealthExtras,
     Inc. common stock, as reported on June 11, 2003.

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.




<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")  2003 Equity Incentive Plan (the "Plan") required by Part I of
the  Registration  Statement will  be sent or given to  the  participants in the
plan as  specified  by Rule  428(b)(1)  under  the  Securities  Act of 1933 (the
"Securities Act"). Such documents are not filed with the Securities and Exchange
Commission (the "SEC") either as a part of this  Registration  Statement or as a
prospectus  or  prospectus  supplement  pursuant to Rule 424 in reliance on Rule
428. Such documents and the information  incorporated  by reference  pursuant to
Item 3 of Part II of this Registration  Statement  constitute the prospectus for
the Registration Statement.

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,  2002,   which  includes  the   consolidated   balance  sheets  of
HealthExtras,   Inc.  as  of  December  31,  2002  and  2001,  and  the  related
consolidated   statements  of  operations  and   comprehensive   income  (loss),
stockholders'  equity  and cash  flows for each of the  years in the  three-year
period  ended  December  31,  2002,  together  with the related  notes (File No.
0-31014), filed with the SEC on March 31, 2003.

         (b) The Company's  Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2003 (File No. 0-31014), filed with the SEC on May 15, 2003.

         (c) 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.

         (d) 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.

ITEM 4.  DESCRIPTION OF SECURITIES

         The Common Stock to be offered pursuant to the Plan 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

         Douglas P.  Faucette,  a  partner  with  the  law  firm  Muldoon Murphy
& Faucette LLP, personally  beneficially  owns 10,000 shares of the Registrant's
common stock.

                                        2

<PAGE> 3



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 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,

                                       3

<PAGE> 4


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.

         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.

                                    * * * * *

                                       4

<PAGE> 5

         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

        10.1    2003 HealthExtras, Inc. Equity Incentive Plan1

        23.0    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 April 30, 2003.

                                       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 13th day of
June, 2003.

                                        HEALTHEXTRAS, INC.



                                By:     /s/ David T. Blair
                                        ----------------------------------------
                                        David T. Blair
                                        Chief Executive Officer and Director
                                        (principal 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
----                         -----                               ----




/s/ Thomas L. Blair          Chairman of the Board                 June 13, 2003
------------------------
Thomas L. Blair



/s/ David T. Blair           Chief Executive Officer and Director  June 13, 2003
------------------------     (principal executive officer)
David T. Blair


/s/ Michael P. Donovan       Chief Financial Officer               June 13, 2003
------------------------     and Chief Accounting Officer
Michael P. Donovan           (principal financial and accounting
                             officer)


                                       7

<PAGE> 8

/s/ William E. Brock                    Director                   June 13, 2003
------------------------------
William E. Brock


/s/ Edward S. Civera                    Director                   June 13, 2003
------------------------------
Edward S. Civera


/s/ Steven B. Epstein                   Director                   June 13, 2003
------------------------------
Steven B. Epstein


/s/ Frederick H. Graefe                 Director                   June 13, 2003
------------------------------
Frederick H. Graefe



/s/ Thomas J. Graf                      Director                   June 13, 2003
------------------------------
Thomas J. Graf


/s/ Carey G. Jury                       Director                   June 13, 2003
------------------------------
Carey G. Jury


/s/ Deanna D. Strable-Soethout          Director                   June 13, 2003
------------------------------
Deanna D. Strable-Soethout



/s/ Dale B. Wolf                        Director                   June 13, 2003
------------------------------
Dale B. Wolf

                                       8

<PAGE> 9




                                  EXHIBIT INDEX
                                  -------------

<TABLE>
<CAPTION>

                                                                                                                  Sequentially
                                                                                                                    Numbered
                                                                                                                      Page
   Exhibit No.          Description                      Method of Filing                                           Location
------------------      ----------------------------     ------------------------------------------------    -----------------------
      <S>               <C>                              <C>                                                            <C>


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

      10.1              2003 HealthExtras, Inc.          Incorporated herein by reference to Appendix B                 --
                        Equity Incentive Plan            of the Company's proxy statement on Form DEF14A
                                                         (File No. 0-31014),  filed with the SEC on April
                                                         30, 2003.


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

      23.1              Consent of                       Filed herewith.                                                14
                        PricewaterhouseCoopers LLP

      24                Power of Attorney                Located on the signature page.                                 -

</TABLE>

<PAGE> 10



EXHIBIT 5     OPINION OF MULDOON MURPHY & FAUCETTE LLP


<PAGE> 11



23.1     CONSENT OF PRICEWATERHOUSECOOPERS LLP
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1

      As filed with the Securities and Exchange Commission on June 13, 2003
                                                       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, 2ND FLOOR
                            ROCKVILLE, MARYLAND 20850
                                 (301) 548-2900
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                  2003 HEALTHEXTRAS, INC. EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)
                       -------------------------------------

DAVID T. BLAIR                                     COPIES TO:
CHIEF EXECUTIVE OFFICER                            DOUGLAS P. FAUCETTE, ESQUIRE
HEALTHEXTRAS, INC.                                 THOMAS J. HAGGERTY, ESQUIRE
2273 RESEARCH BOULEVARD, 2ND FLOOR                 MULDOON MURPHY & FAUCETTE LLP
ROCKVILLE, MARYLAND 20850                          5101 WISCONSIN AVENUE, NW
(301) 548-2900                                     WASHINGTON, DC 20016
(Name, address, including zip code, and telephone  (202) 362-0840
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                    1,500,000(2)
$.01 par value                    Shares        $6.94                   $10,410,000             $843
============================================================================================================
(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 2003  HealthExtras,  Inc.  Equity  Incentive  Plan (the  "Plan") 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
     Plan.
(3)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee.  Pursuant to Rule 457(c) under the  Securities  Act, the
     price per share is the  average  of the bid and ask price of  HealthExtras,
     Inc. common stock, as reported on June 11, 2003.

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.
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")  2003 Equity Incentive Plan (the "Plan") required by Part I of
the  Registration  Statement will  be sent or given to  the  participants in the
plan as  specified  by Rule  428(b)(1)  under  the  Securities  Act of 1933 (the
"Securities Act"). Such documents are not filed with the Securities and Exchange
Commission (the "SEC") either as a part of this  Registration  Statement or as a
prospectus  or  prospectus  supplement  pursuant to Rule 424 in reliance on Rule
428. Such documents and the information  incorporated  by reference  pursuant to
Item 3 of Part II of this Registration  Statement  constitute the prospectus for
the Registration Statement.

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,  2002,   which  includes  the   consolidated   balance  sheets  of
HealthExtras,   Inc.  as  of  December  31,  2002  and  2001,  and  the  related
consolidated   statements  of  operations  and   comprehensive   income  (loss),
stockholders'  equity  and cash  flows for each of the  years in the  three-year
period  ended  December  31,  2002,  together  with the related  notes (File No.
0-31014), filed with the SEC on March 31, 2003.

         (b) The Company's  Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2003 (File No. 0-31014), filed with the SEC on May 15, 2003.

         (c) 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.

         (d) 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.

ITEM 4.  DESCRIPTION OF SECURITIES

         The Common Stock to be offered pursuant to the Plan 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

         Douglas P.  Faucette,  a  partner  with  the  law  firm  Muldoon Murphy
& Faucette LLP, personally  beneficially  owns 10,000 shares of the Registrant's
common stock.

                                        2
3

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 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,

                                       3
4

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.

         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.

                                    * * * * *

                                       4
5

         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

        10.1    2003 HealthExtras, Inc. Equity Incentive Plan1

        23.0    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 April 30, 2003.

                                       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 13th day of
June, 2003.

                                        HEALTHEXTRAS, INC.

                                By:     /s/ David T. Blair
                                        ----------------------------------------
                                        David T. Blair
                                        Chief Executive Officer and Director
                                        (principal 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
----                         -----                               ----

/s/ Thomas L. Blair          Chairman of the Board                 June 13, 2003
------------------------
Thomas L. Blair

/s/ David T. Blair           Chief Executive Officer and Director  June 13, 2003
------------------------     (principal executive officer)
David T. Blair

/s/ Michael P. Donovan       Chief Financial Officer               June 13, 2003
------------------------     and Chief Accounting Officer
Michael P. Donovan           (principal financial and accounting
                             officer)

                                       7
8

/s/ William E. Brock                    Director                   June 13, 2003
------------------------------
William E. Brock

/s/ Edward S. Civera                    Director                   June 13, 2003
------------------------------
Edward S. Civera

/s/ Steven B. Epstein                   Director                   June 13, 2003
------------------------------
Steven B. Epstein

/s/ Frederick H. Graefe                 Director                   June 13, 2003
------------------------------
Frederick H. Graefe

/s/ Thomas J. Graf                      Director                   June 13, 2003
------------------------------
Thomas J. Graf

/s/ Carey G. Jury                       Director                   June 13, 2003
------------------------------
Carey G. Jury

/s/ Deanna D. Strable-Soethout          Director                   June 13, 2003
------------------------------
Deanna D. Strable-Soethout

/s/ Dale B. Wolf                        Director                   June 13, 2003
------------------------------
Dale B. Wolf

                                       8
9

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

      10.1              2003 HealthExtras, Inc.          Incorporated herein by reference to Appendix B                 --
                        Equity Incentive Plan            of the Company's proxy statement on Form DEF14A
                                                         (File No. 0-31014),  filed with the SEC on April
                                                         30, 2003.

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

      23.1              Consent of                       Filed herewith.                                                14
                        PricewaterhouseCoopers LLP

      24                Power of Attorney                Located on the signature page.                                 -
10

EXHIBIT 5     OPINION OF MULDOON MURPHY & FAUCETTE LLP
11

23.1     CONSENT OF PRICEWATERHOUSECOOPERS LLP