<PAGE>


As filed with the Securities and Exchange Commission on June 22,  2006
                                               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                  (IRS Employer Identification No.)
of incorporation or organization)


                             800 KING FARM 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. 2006 STOCK INCENTIVE PLAN
                  --------------------------------------------
                               (Full Title of the Plan)


DAVID T. BLAIR                                  COPIES TO:
CHIEF EXECUTIVE OFFICER AND DIRECTOR            THOMAS J. HAGGERTY
HEALTHEXTRAS, INC.                              MULDOON MURPHY & AGUGGIA LLP
800 KING FARM BOULEVARD                         5101 WISCONSIN AVENUE, NW
ROCKVILLE, MARYLAND 20850                       WASHINGTON, DC 20016
(301) 548-2900                                  (202) 362-0840
(Name, address, including zip code, and
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 /

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

    Common Stock       1,500,000
   $.01 par value      Shares (2)     $27.23        $40,845,000      $4,371
===============================================================================

(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. 2006 Stock 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 shares which may be issued as awards or upon the exercise of
options to purchase shares of HealthExtras, Inc. common stock under the Plan.

(3)Estimated solely for the purpose of calculating the amount of the registra-
tion fee.

Pursuant to Rule 457(c) under the Securities Act, the price per share is the
average of the high and low prices of HealthExtras, Inc. common stock, as
reported on June 20, 2006.

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. Section 230.462.





<PAGE>


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") 2006 Stock 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 Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2006 (File No. 0-31014), filed with the SEC on May 9, 2006.

     (b) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005, which includes the consolidated balance sheets of
HealthExtras, Inc. as of December 31, 2005 and 2004, and the related
consolidated statements of operations and comprehensive income, stockholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 2005, together with the related notes (File No.0-31014), filed with
the SEC on March 16, 2006.

     (c) The Company's Current Report on Form 8-K filed with the SEC on April
12, 2006, March 24, 2006 and March 23, 2006 (excluding portions filed under
items 2.02 and 7.01).

     (d) 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.

     (e) All documents filed by the Company pursuant to Section 13(a) and (c),
14 or 15(d) of the Exchange Act (excluding portions filed under items 2.02 and
7.01 on Form 8-K) 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.

<PAGE>

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

      None.

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

<PAGE>

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 indemnifica-
tion 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, 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.

<PAGE>

     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.

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):

     5.0   Opinion of Muldoon Murphy & Aguggia LLP as to the legality of the
           Common Stock to be issued

      10.1  HealthExtras, Inc. 2006 Stock Incentive Plan(1)

      10.2  Form of Award Agreements

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

      23.1  Consent of PricewaterhouseCoopers LLP

      24.0  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 1, 2006.

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a
      post-effective amendment to this registration statement unless the
      information or prospectus required by (i) and (ii) is contained in
      periodic reports filed by the Registrant pursuant to Section


<PAGE>

      13(a) or 15(d) of the Exchange Act that are incorporated by reference
      into this registration statement:

          (i)   To include any prospectus required by Section 10(a)(3) of the
                Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising after
                the effective date of the registration  statement (or the most
                recent post-effective amendment thereof) which, individually
                or in the aggregate, represent a fundamental change in the
                information set forth in the registration statement; and

         (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.

(2)   That, for the  purpose of determining any liability under the Securities
      Act of 1933, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein,
      and the offering of such  securities at that time shall be deemed to be
      the initial bona fide offering thereof; and

(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.

(4)   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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, 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 such 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 trustee,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such trustee, 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 such Act and
will be governed by the final adjudication of such issue.


<PAGE>


                                   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 22nd day of
June, 2006.

                                          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/ Edward S. Civera
-------------------------
Edward S. Civera           Chairman of the Board of Directors    June 22 2006


/s/ David T. Blair
-------------------------
David T. Blair             Chief Executive Officer and Director  June 22, 2006
                           (principal executive officer)

/s/ Michael P. Donovan
-------------------------
Michael P. Donovan         Chief Financial Officer               June 22, 2006
                           (principal financial and accounting
                           officer)
<PAGE>


/s/ Thomas L. Blair
-------------------------
Thomas L. Blair            Director                              June 22, 2006


/s/ William E. Brock
-------------------------
William E. Brock           Director                              June 22, 2006


/s/ Steven B. Epstein
-------------------------
Steven B. Epstein          Director                              June 22, 2006


/s/ Kenneth A. Samet
-------------------------
Kenneth A. Samet           Director                              June 22, 2006


/s/ Daniel J. Houston
-------------------------
Daniel J. Houston          Director                              June 22, 2006


/s/ Dale B. Wolf
-------------------------
Dale B. Wolf               Director                              June 22, 2006


/s/ Michael R. McDonnell
-------------------------
Michael R. McDonnell       Director                              June 22, 2006


<PAGE>




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

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


      5.0         Opinion of Muldoon        Filed herewith.                --
                  Murphy & Aguggia LLP

      10.1        HealthExtras, Inc.        Incorporated herein by         --
                  2006 Stock Incentive      reference to Exhibit A of
                  Plan                      the Company's proxy statement
                                            on Form DEF14A (File No.
                                            0-31014), filed with the SEC
                                            on May 1, 2006.


      10.2        Form of Award             Filed herewith                 --
                  Agreements

      23.0        Consent of Muldoon        Contained in Exhibit 5.0.      --
                  Murphy & Aguggia LLP

      23.1        Consent of                Filed herewith.                --
                  PricewaterhouseCoopers
                  LLP

      24.0        Power of Attorney         Located on the signature page. --
[{"type": "S-8", "sequence": "1", "filename": "healthexs86-20.txt", "secsgml_size_bytes": 25163}]
{"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": "333-135235", "film-number": "06920053"}, "business-address": {"street1": "800 KING FARM BOULEVARD", "city": "ROCKVILLE", "state": "MD", "zip": "20850", "phone": "3015482900"}, "mail-address": {"street1": "800 KING FARM BOULEVARD", "city": "ROCKVILLE", "state": "MD", "zip": "20850"}}
As filed with the Securities and Exchange Commission on June 22,  2006
                                               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                  (IRS Employer Identification No.)
of incorporation or organization)

                             800 KING FARM 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. 2006 STOCK INCENTIVE PLAN
                  --------------------------------------------
                               (Full Title of the Plan)

DAVID T. BLAIR                                  COPIES TO:
CHIEF EXECUTIVE OFFICER AND DIRECTOR            THOMAS J. HAGGERTY
HEALTHEXTRAS, INC.                              MULDOON MURPHY & AGUGGIA LLP
800 KING FARM BOULEVARD                         5101 WISCONSIN AVENUE, NW
ROCKVILLE, MARYLAND 20850                       WASHINGTON, DC 20016
(301) 548-2900                                  (202) 362-0840
(Name, address, including zip code, and
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 /

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

    Common Stock       1,500,000
   $.01 par value      Shares (2)     $27.23        $40,845,000      $4,371
===============================================================================

(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. 2006 Stock 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 shares which may be issued as awards or upon the exercise of
options to purchase shares of HealthExtras, Inc. common stock under the Plan.

(3)Estimated solely for the purpose of calculating the amount of the registra-
tion fee.

Pursuant to Rule 457(c) under the Securities Act, the price per share is the
average of the high and low prices of HealthExtras, Inc. common stock, as
reported on June 20, 2006.

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. Section 230.462.
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") 2006 Stock 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 Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2006 (File No. 0-31014), filed with the SEC on May 9, 2006.

     (b) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005, which includes the consolidated balance sheets of
HealthExtras, Inc. as of December 31, 2005 and 2004, and the related
consolidated statements of operations and comprehensive income, stockholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 2005, together with the related notes (File No.0-31014), filed with
the SEC on March 16, 2006.

     (c) The Company's Current Report on Form 8-K filed with the SEC on April
12, 2006, March 24, 2006 and March 23, 2006 (excluding portions filed under
items 2.02 and 7.01).

     (d) 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.

     (e) All documents filed by the Company pursuant to Section 13(a) and (c),
14 or 15(d) of the Exchange Act (excluding portions filed under items 2.02 and
7.01 on Form 8-K) 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

      None.

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 indemnifica-
tion 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, 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.

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):

     5.0   Opinion of Muldoon Murphy & Aguggia LLP as to the legality of the
           Common Stock to be issued

      10.1  HealthExtras, Inc. 2006 Stock Incentive Plan(1)

      10.2  Form of Award Agreements

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

      23.1  Consent of PricewaterhouseCoopers LLP

      24.0  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 1, 2006.

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a
      post-effective amendment to this registration statement unless the
      information or prospectus required by (i) and (ii) is contained in
      periodic reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act that are incorporated by reference
      into this registration statement:

          (i)   To include any prospectus required by Section 10(a)(3) of the
                Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising after
                the effective date of the registration  statement (or the most
                recent post-effective amendment thereof) which, individually
                or in the aggregate, represent a fundamental change in the
                information set forth in the registration statement; and

         (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.

(2)   That, for the  purpose of determining any liability under the Securities
      Act of 1933, each such post-effective amendment shall be deemed to be a
      new registration statement relating to the securities offered therein,
      and the offering of such  securities at that time shall be deemed to be
      the initial bona fide offering thereof; and

(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.

(4)   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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, 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 such 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 trustee,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such trustee, 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 such Act and
will be governed by the final adjudication of such issue.
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 22nd day of
June, 2006.

                                          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/ Edward S. Civera
-------------------------
Edward S. Civera           Chairman of the Board of Directors    June 22 2006

/s/ David T. Blair
-------------------------
David T. Blair             Chief Executive Officer and Director  June 22, 2006
                           (principal executive officer)

/s/ Michael P. Donovan
-------------------------
Michael P. Donovan         Chief Financial Officer               June 22, 2006
                           (principal financial and accounting
                           officer)
/s/ Thomas L. Blair
-------------------------
Thomas L. Blair            Director                              June 22, 2006

/s/ William E. Brock
-------------------------
William E. Brock           Director                              June 22, 2006

/s/ Steven B. Epstein
-------------------------
Steven B. Epstein          Director                              June 22, 2006

/s/ Kenneth A. Samet
-------------------------
Kenneth A. Samet           Director                              June 22, 2006

/s/ Daniel J. Houston
-------------------------
Daniel J. Houston          Director                              June 22, 2006

/s/ Dale B. Wolf
-------------------------
Dale B. Wolf               Director                              June 22, 2006

/s/ Michael R. McDonnell
-------------------------
Michael R. McDonnell       Director                              June 22, 2006
EXHIBIT INDEX
                                  --------------

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

      5.0         Opinion of Muldoon        Filed herewith.                --
                  Murphy & Aguggia LLP

      10.1        HealthExtras, Inc.        Incorporated herein by         --
                  2006 Stock Incentive      reference to Exhibit A of
                  Plan                      the Company's proxy statement
                                            on Form DEF14A (File No.
                                            0-31014), filed with the SEC
                                            on May 1, 2006.

      10.2        Form of Award             Filed herewith                 --
                  Agreements

      23.0        Consent of Muldoon        Contained in Exhibit 5.0.      --
                  Murphy & Aguggia LLP

      23.1        Consent of                Filed herewith.                --
                  PricewaterhouseCoopers
                  LLP

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