As filed with the Securities and Exchange Commission on May 25, 2001
                                                      Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                               HEALTHEXTRAS, INC.
  (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                                         52-2181356
(state or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)

                            2273 Research Boulevard
                            Rockville, Maryland 20850
                                 (301) 548-2900
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                    HEALTHEXTRAS, INC. 1999 STOCK OPTION PLAN
                            (Full Title of the Plan)
                         -------------------------------

David T. Blair                                     Copies to:
Chief Executive Officer                            Thomas J. Haggerty, Esquire
HealthExtras, Inc.                                 Muldoon Murphy & Faucette LLP
2275 Research 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 /
<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               4,000,000            $10.64 (3)               $42,560,000             $10,640
        $.01 par Value              Shares (2)
======================================================================================================================

(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. 1999 Stock  Option 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)  Weighted average price determined by the  average  exercise price of $10.74 per share at which options for 3,740,000
     shares have been granted under the Plan to date and by $9.13, the average of the high and low prices reported on the
     Nasdaq Stock Market on May 23, 2001, as reported in the Wall Street  Journal, for the  remaining 260,000  shares for
     which options may be granted under the Plan.
</TABLE>

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH  SECTION 8(A)  OF THE  SECURITIES  ACT OF 1933, AS AMENDED, AND
17 C.F.R. SS.230.462.


Number of Pages 14
Exhibit Index begins on Page 9



<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") 1999 Stock Option 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. Pursuant to Part I
of Form S-8, the information regarding the Plan need not be filed with the SEC.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

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

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

        (c) The  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
(SEC 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.




                                       2

<PAGE> 3



ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

        B. The  right to  indemnification conferred in Section A of this Article
NINTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter an  "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.




                                      3

<PAGE> 4



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

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

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

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

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



                                       4

<PAGE> 5



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


                                   * * * * *

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.   LIST OF EXHIBITS

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

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

        10        HealthExtras, Inc. 1999 Stock Option Plan 1

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

        23.1      Consent of PricewaterhouseCoopers LLP

        24        Power of Attorney is located on the signature pages.

--------------------------

1 Incorporated herein by reference from an exhibit of the Company's Registration
  Statement  on  Form S-1 (File No. 333-83761), as  amended, initially  filed on
  July 26, 1999.

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:


                                       5

<PAGE> 6



               (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 25th day
of May, 2001.

                                              HEALTHEXTRAS, INC.



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


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

     KNOW ALL MEN BY THESE  PRESENT,  that each person whose  signature  appears
below (other than David T. Blair)  constitutes  and appoints  David T. Blair and
Michael P.  Donovan,  and each of them as the true and lawful  attorneys-in-fact
and agents with full power 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
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and things  requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact and agent or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.


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

        *                     Chairman of the Board            May 25, 2001
-------------------------
Thomas L. Blair



/s/ David T. Blair            Chief Executive Officer          May 25, 2001
-------------------------     (principal executive officer)
David T. Blair



/s/ Michael P. Donovan        Chief Financial Officer          May 25, 2001
-------------------------     (principal financial and
Michael P. Donovan            accounting officer)




                                       7

<PAGE> 8




/s/ Bette B. Anderson         Director                         May 25, 2001
-------------------------
Bette B. Anderson




/s/ William E. Brock          Director                         May 25, 2001
-------------------------
William E. Brock




/s/ Edward S. Civera          Director                         May 25, 2001
-------------------------
Edward S. Civera




/s/ Frederick H. Graefe       Director                         May 25, 2001
-------------------------
Frederick H. Graefe, Esq.





/s/ Thomas J. Graf            Director                         May 25, 2001
-------------------------
Thomas J. Graf




        *                     Director                         May 25, 2001
-------------------------
Julia M. Lawler




/s/ Karen E. Shaff            Director                         May 25, 2001
-------------------------
Karen E. Shaff


* not signed.




                                                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               Filed herewith.                                               11
                       Murphy & Faucette LLP

      10               HealthExtras, Inc.  1999         Incorporated herein by reference from an exhibit              --
                       Stock Option Plan                of the Company's Registration Statement on
                                                        Form S-1 (File No. 333-83761), as amended,
                                                        initially filed on July 26, 1999.

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

     23.1              Consent of                       Filed herewith.                                               14
                       PricewaterhouseCoopers LLP

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

</TABLE>




                                        9
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{"company-data": {"conformed-name": "HEALTHEXTRAS INC", "cik": "0001090403", "assigned-sic": "6411", "irs-number": "522181356", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61694", "film-number": "1648640"}, "business-address": {"street1": "2275 RESEARCH BOULEVARD", "street2": "7TH FLOOR", "city": "ROCKVILLE", "state": "MD", "zip": "20850", "phone": "3015482900"}, "mail-address": {"street1": "2275 RESEARCH BOULEVARD", "street2": "7TH FLOOR", "city": "ROCKVILLE", "state": "MD", "zip": "20850"}}
As filed with the Securities and Exchange Commission on May 25, 2001
                                                      Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                               HEALTHEXTRAS, INC.
  (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                                         52-2181356
(state or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)

                            2273 Research Boulevard
                            Rockville, Maryland 20850
                                 (301) 548-2900
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                    HEALTHEXTRAS, INC. 1999 STOCK OPTION PLAN
                            (Full Title of the Plan)
                         -------------------------------

David T. Blair                                     Copies to:
Chief Executive Officer                            Thomas J. Haggerty, Esquire
HealthExtras, Inc.                                 Muldoon Murphy & Faucette LLP
2275 Research 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 /
======================================================================================================================
    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               4,000,000            $10.64 (3)               $42,560,000             $10,640
        $.01 par Value              Shares (2)
======================================================================================================================

(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. 1999 Stock  Option 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)  Weighted average price determined by the  average  exercise price of $10.74 per share at which options for 3,740,000
     shares have been granted under the Plan to date and by $9.13, the average of the high and low prices reported on the
     Nasdaq Stock Market on May 23, 2001, as reported in the Wall Street  Journal, for the  remaining 260,000  shares for
     which options may be granted under the Plan.
THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH  SECTION 8(A)  OF THE  SECURITIES  ACT OF 1933, AS AMENDED, AND
17 C.F.R. SS.230.462.

Number of Pages 14
Exhibit Index begins on Page 9
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") 1999 Stock Option 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. Pursuant to Part I
of Form S-8, the information regarding the Plan need not be filed with the SEC.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

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

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

        (c) The  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
(SEC 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.

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ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

        Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

        B. The  right to  indemnification conferred in Section A of this Article
NINTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter an  "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.

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        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.

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

                                   * * * * *

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.   LIST OF EXHIBITS

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

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

        10        HealthExtras, Inc. 1999 Stock Option Plan 1

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

        23.1      Consent of PricewaterhouseCoopers LLP

        24        Power of Attorney is located on the signature pages.

--------------------------

1 Incorporated herein by reference from an exhibit of the Company's Registration
  Statement  on  Form S-1 (File No. 333-83761), as  amended, initially  filed on
  July 26, 1999.

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:

                                       5
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               (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.

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                                   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 25th day
of May, 2001.

                                              HEALTHEXTRAS, INC.

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

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

     KNOW ALL MEN BY THESE  PRESENT,  that each person whose  signature  appears
below (other than David T. Blair)  constitutes  and appoints  David T. Blair and
Michael P.  Donovan,  and each of them as the true and lawful  attorneys-in-fact
and agents with full power 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
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and things  requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact and agent or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

        *                     Chairman of the Board            May 25, 2001
-------------------------
Thomas L. Blair

/s/ David T. Blair            Chief Executive Officer          May 25, 2001
-------------------------     (principal executive officer)
David T. Blair

/s/ Michael P. Donovan        Chief Financial Officer          May 25, 2001
-------------------------     (principal financial and
Michael P. Donovan            accounting officer)

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/s/ Bette B. Anderson         Director                         May 25, 2001
-------------------------
Bette B. Anderson

/s/ William E. Brock          Director                         May 25, 2001
-------------------------
William E. Brock

/s/ Edward S. Civera          Director                         May 25, 2001
-------------------------
Edward S. Civera

/s/ Frederick H. Graefe       Director                         May 25, 2001
-------------------------
Frederick H. Graefe, Esq.

/s/ Thomas J. Graf            Director                         May 25, 2001
-------------------------
Thomas J. Graf

        *                     Director                         May 25, 2001
-------------------------
Julia M. Lawler

/s/ Karen E. Shaff            Director                         May 25, 2001
-------------------------
Karen E. Shaff

* not signed.

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

      10               HealthExtras, Inc.  1999         Incorporated herein by reference from an exhibit              --
                       Stock Option Plan                of the Company's Registration Statement on
                                                        Form S-1 (File No. 333-83761), as amended,
                                                        initially filed on July 26, 1999.

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

     23.1              Consent of                       Filed herewith.                                               14
                       PricewaterhouseCoopers LLP

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