<PAGE> 1

     As filed with the Securities and Exchange Commission on June 18, 2004
                                                Registration No. 333-________


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



                               HEALTHEXTRAS, INC.
  (exact name of registrant as specified in its certificate of incorporation)

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

                       2273 RESEARCH BOULEVARD, 2ND FLOOR
                            ROCKVILLE, MARYLAND 20850
                                 (301) 548-2900
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)


              HEALTHEXTRAS, INC. 2004 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)
                        --------------------------------


DAVID T. BLAIR                            COPIES TO:
CHIEF EXECUTIVE OFFICER                   DOUGLAS P. FAUCETTE, ESQUIRE
HEALTHEXTRAS, INC.                        THOMAS J. HAGGERTY, ESQUIRE
2273 RESEARCH BOULEVARD, 2ND FLOOR        MULDOON MURPHY FAUCETTE & AGUGGIA LLP
ROCKVILLE, MARYLAND 20850                 5101 WISCONSIN AVENUE, NW
(301) 548-2900                            WASHINGTON, DC 20016
(Name, address, including zip code,       (202) 362-0840
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 (2)       Offering Price             Fee
====================================================================================================================
        <S>                           <C>                <C>                       <C>                    <C>
         Common Stock                 100,000            $15.26                    $1,526,000             $194
        $.01 par value                Shares
====================================================================================================================
</TABLE>

(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the  HealthExtras,  Inc. 2004 Employee  Stock Purchase 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) Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee.  Pursuant to Rule 457(c) under the  Securities  Act, the
     price per share is the average  of the high and low prices of HealthExtras,
     Inc. common stock, as reported on June 15, 2004.

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

<PAGE> 2


HEALTHEXTRAS, INC.

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

ITEMS 1 & 2. The information regarding the HealthExtras,  Inc. (the "Company" or
the  "Registrant")  2004 Employee Stock  Purchase Plan (the "Plan")  required by
Part I of the  Registration  Statement will be sent or given to the participants
in the plan as specified by Rule 428(b)(1) under the Securities Act of 1933 (the
"Securities Act"). Such documents are not filed with the Securities and Exchange
Commission (the "SEC") either as a part of this  Registration  Statement or as a
prospectus  or  prospectus  supplement  pursuant to Rule 424 in reliance on Rule
428. Such documents and the information  incorporated  by reference  pursuant to
Item 3 of Part II of this Registration  Statement  constitute the prospectus for
the Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
December  31,  2003,   which  includes  the   consolidated   balance  sheets  of
HealthExtras,   Inc.  as  of  December  31,  2003  and  2002,  and  the  related
consolidated   statements  of  operations  and   comprehensive   income  (loss),
stockholders'  equity  and cash  flows for each of the  years in the  three-year
period  ended  December  31,  2003,  together  with the related  notes (File No.
0-31014), filed with the SEC on March 15, 2004.

         (b) The Company's  Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2004 (File No. 0-31014), filed with the SEC on May 10, 2004.

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

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

          ANY  STATEMENT  CONTAINED  IN  THIS  REGISTRATION  STATEMENT,  OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT
TO THE EXTENT THAT A STATEMENT  CONTAINED HEREIN,  OR IN ANY OTHER  SUBSEQUENTLY
FILED  DOCUMENT  WHICH  ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED  BY
REFERENCE HEREIN,  MODIFIES OR SUPERSEDES SUCH STATEMENT.  ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

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


<PAGE> 3


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

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

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

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

         C. If a claim under Section A or B of this Article NINTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the


                                       3


<PAGE> 4


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.

                                        4

<PAGE> 5

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the SEC such  indemnification is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.   LIST OF EXHIBITS

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

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

         10.1     HealthExtras, Inc. 2004 Employee Stock Purchase Plan1

         23.0     Consent of Muldoon Murphy Faucette & 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 April 29, 2004.



                                       5

<PAGE> 6


ITEM 9.  UNDERTAKINGS

(a)      The undersigned Registrant hereby undertakes:

         (1)    To  file, during any  period in  which offers or sales are being
                made, a post-effective amendment to this Registration Statement:

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

                                 (ii)   To reflect  in the  prospectus any facts
                           or events  arising  after the  effective  date of the
                           Registration    Statement   (or   the   most   recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate,  represent a fundamental  change
                           in the  information  set  forth  in the  Registration
                           Statement.   Notwithstanding   the   foregoing,   any
                           increase or decrease in volume of securities  offered
                           (if the  total  dollar  value of  securities  offered
                           would not exceed that which was  registered)  and any
                           deviation  from the low or high end of the  estimated
                           maximum  offering  range may be reflected in the form
                           of prospectus  filed with the Commission  pursuant to
                           Rule  424(b)  if, in the  aggregate,  the  changes in
                           volume and price  represent no more than a 20 percent
                           change in the maximum  aggregate  offering  price set
                           forth in the "Calculation of Registration  Fee" table
                           in the effective Registration Statement.

                                 (iii)  To  include  any   material  information
                           with  respect  to  the  plan  of   distribution   not
                           previously disclosed in the Registration Statement or
                           any  material  change  to  such  information  in  the
                           Registration   Statement,   unless  the   information
                           required  by (i)  and  (ii)  above  is  contained  in
                           periodic reports filed by the Registrant  pursuant to
                           Section  13 or  15(d)  of the  Exchange  Act that are
                           incorporated   by  reference   in  the   Registration
                           Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  Registration  Statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities  at that time shall be deemed the initial BONA FIDE
                  offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Registrant's annual report pursuant to Section 13(a) or 15(d) of the
         Exchange Act that is incorporated by reference in the Registration
         Statement shall be deemed to be a new Registration Statement relating
         to the securities offered therein, and the offering of such securities
         at that time shall be deemed to be the initial bona fide offering
         thereof.






                                       6

<PAGE> 7



                                   SIGNATURES

         Pursuant  to  the   requirements   of  the   Securities  Act  of  1933,
HealthExtras,  Inc.  certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Rockville, State of Maryland, on this 18th day
of June, 2004.

                               HEALTHEXTRAS, INC.



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


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

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

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



/s/ Thomas L. Blair              Chairman of the Board of         June 18, 2004
-----------------------          Directors
Thomas L. Blair



/s/ David T. Blair               Chief Executive Officer and      June 18, 2004
-----------------------          Director (principal executive
David T. Blair                   officer)



/s/ Michael P. Donovan           Chief Financial Officer          June 18, 2004
-----------------------          and Chief Accounting Officer
Michael P. Donovan               (principal financial and
                                 accounting officer)



<PAGE> 8



/s/ William E. Brock             Director                         June 18, 2004
-----------------------
William E. Brock


/s/ Edward S. Civera             Director                         June 18, 2004
-----------------------
Edward S. Civera


/s/ Steven B. Epstein            Director                         June 18, 2004
-----------------------
Steven B. Epstein


/s/ Frederick H. Graefe          Director                         June 18, 2004
-----------------------
Frederick H. Graefe



/s/ Thomas J. Graf               Director                         June 18, 2004
-----------------------
Thomas J. Graf


/s/ Carey G. Jury                Director                         June 18, 2004
-----------------------
Carey G. Jury



/s/ Deanna D. Strable-Soethout   Director                         June 18, 2004
------------------------------
Deanna D. Strable-Soethout



/s/ Dale B. Wolf                 Director                         June 18, 2004
-----------------------
Dale B. Wolf



<PAGE> 9


<TABLE>
<CAPTION>


                                  EXHIBIT INDEX


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


          <S>                <C>                                  <C>                                                   <C>
           5.0               Opinion of Muldoon Murphy            Filed herewith.                                       --
                             Faucette & Aguggia LLP

          10.1               HealthExtras, Inc. 2004              Incorporated herein by reference to                   --
                             Employee Stock Purchase Plan         Appendix A of the Company's proxy
                                                                  statement on Form DEF14A (File No.
                                                                  0-31014), filed with the SEC on April 29,
                                                                  2004.

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

          23.1               Consent of                           Filed herewith.                                       --
                             PricewaterhouseCoopers LLP

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

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "healthextrass82004espp6-16.txt", "secsgml_size_bytes": 28461}]
{"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": "333-116618", "film-number": "04870073"}, "business-address": {"street1": "2275 RESEARCH BOULEVARD", "street2": "7TH FLOOR", "city": "ROCKVILLE", "state": "MD", "zip": "20850", "phone": "3015482900"}, "mail-address": {"street1": "2275 RESEARCH BOULEVARD", "street2": "7TH FLOOR", "city": "ROCKVILLE", "state": "MD", "zip": "20850"}}
1

     As filed with the Securities and Exchange Commission on June 18, 2004
                                                Registration No. 333-________

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

                               HEALTHEXTRAS, INC.
  (exact name of registrant as specified in its certificate of incorporation)

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

                       2273 RESEARCH BOULEVARD, 2ND FLOOR
                            ROCKVILLE, MARYLAND 20850
                                 (301) 548-2900
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

              HEALTHEXTRAS, INC. 2004 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)
                        --------------------------------

DAVID T. BLAIR                            COPIES TO:
CHIEF EXECUTIVE OFFICER                   DOUGLAS P. FAUCETTE, ESQUIRE
HEALTHEXTRAS, INC.                        THOMAS J. HAGGERTY, ESQUIRE
2273 RESEARCH BOULEVARD, 2ND FLOOR        MULDOON MURPHY FAUCETTE & AGUGGIA LLP
ROCKVILLE, MARYLAND 20850                 5101 WISCONSIN AVENUE, NW
(301) 548-2900                            WASHINGTON, DC 20016
(Name, address, including zip code,       (202) 362-0840
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 (2)       Offering Price             Fee
====================================================================================================================
Common Stock                 100,000            $15.26                    $1,526,000             $194
        $.01 par value                Shares
====================================================================================================================
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the  HealthExtras,  Inc. 2004 Employee  Stock Purchase 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) Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee.  Pursuant to Rule 457(c) under the  Securities  Act, the
     price per share is the average  of the high and low prices of HealthExtras,
     Inc. common stock, as reported on June 15, 2004.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
2

HEALTHEXTRAS, INC.

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

ITEMS 1 & 2. The information regarding the HealthExtras,  Inc. (the "Company" or
the  "Registrant")  2004 Employee Stock  Purchase Plan (the "Plan")  required by
Part I of the  Registration  Statement will be sent or given to the participants
in the plan as specified by Rule 428(b)(1) under the Securities Act of 1933 (the
"Securities Act"). Such documents are not filed with the Securities and Exchange
Commission (the "SEC") either as a part of this  Registration  Statement or as a
prospectus  or  prospectus  supplement  pursuant to Rule 424 in reliance on Rule
428. Such documents and the information  incorporated  by reference  pursuant to
Item 3 of Part II of this Registration  Statement  constitute the prospectus for
the Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

         (a) The Company's  Annual Report on Form 10-K for the fiscal year ended
December  31,  2003,   which  includes  the   consolidated   balance  sheets  of
HealthExtras,   Inc.  as  of  December  31,  2003  and  2002,  and  the  related
consolidated   statements  of  operations  and   comprehensive   income  (loss),
stockholders'  equity  and cash  flows for each of the  years in the  three-year
period  ended  December  31,  2003,  together  with the related  notes (File No.
0-31014), filed with the SEC on March 15, 2004.

         (b) The Company's  Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2004 (File No. 0-31014), filed with the SEC on May 10, 2004.

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

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

          ANY  STATEMENT  CONTAINED  IN  THIS  REGISTRATION  STATEMENT,  OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT
TO THE EXTENT THAT A STATEMENT  CONTAINED HEREIN,  OR IN ANY OTHER  SUBSEQUENTLY
FILED  DOCUMENT  WHICH  ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED  BY
REFERENCE HEREIN,  MODIFIES OR SUPERSEDES SUCH STATEMENT.  ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

         The Common Stock to be offered pursuant to the Plan has been registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.
3

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

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

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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

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

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

         C. If a claim under Section A or B of this Article NINTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the

                                       3
4

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.

                                        4
5

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the SEC such  indemnification is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.   LIST OF EXHIBITS

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

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

         10.1     HealthExtras, Inc. 2004 Employee Stock Purchase Plan1

         23.0     Consent of Muldoon Murphy Faucette & 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 April 29, 2004.

                                       5
6

ITEM 9.  UNDERTAKINGS

(a)      The undersigned Registrant hereby undertakes:

         (1)    To  file, during any  period in  which offers or sales are being
                made, a post-effective amendment to this Registration Statement:

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

                                 (ii)   To reflect  in the  prospectus any facts
                           or events  arising  after the  effective  date of the
                           Registration    Statement   (or   the   most   recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate,  represent a fundamental  change
                           in the  information  set  forth  in the  Registration
                           Statement.   Notwithstanding   the   foregoing,   any
                           increase or decrease in volume of securities  offered
                           (if the  total  dollar  value of  securities  offered
                           would not exceed that which was  registered)  and any
                           deviation  from the low or high end of the  estimated
                           maximum  offering  range may be reflected in the form
                           of prospectus  filed with the Commission  pursuant to
                           Rule  424(b)  if, in the  aggregate,  the  changes in
                           volume and price  represent no more than a 20 percent
                           change in the maximum  aggregate  offering  price set
                           forth in the "Calculation of Registration  Fee" table
                           in the effective Registration Statement.

                                 (iii)  To  include  any   material  information
                           with  respect  to  the  plan  of   distribution   not
                           previously disclosed in the Registration Statement or
                           any  material  change  to  such  information  in  the
                           Registration   Statement,   unless  the   information
                           required  by (i)  and  (ii)  above  is  contained  in
                           periodic reports filed by the Registrant  pursuant to
                           Section  13 or  15(d)  of the  Exchange  Act that are
                           incorporated   by  reference   in  the   Registration
                           Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  Registration  Statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities  at that time shall be deemed the initial BONA FIDE
                  offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

(b)      The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Registrant's annual report pursuant to Section 13(a) or 15(d) of the
         Exchange Act that is incorporated by reference in the Registration
         Statement shall be deemed to be a new Registration Statement relating
         to the securities offered therein, and the offering of such securities
         at that time shall be deemed to be the initial bona fide offering
         thereof.

                                       6
7

                                   SIGNATURES

         Pursuant  to  the   requirements   of  the   Securities  Act  of  1933,
HealthExtras,  Inc.  certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Rockville, State of Maryland, on this 18th day
of June, 2004.

                               HEALTHEXTRAS, INC.

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

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

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

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

/s/ Thomas L. Blair              Chairman of the Board of         June 18, 2004
-----------------------          Directors
Thomas L. Blair

/s/ David T. Blair               Chief Executive Officer and      June 18, 2004
-----------------------          Director (principal executive
David T. Blair                   officer)

/s/ Michael P. Donovan           Chief Financial Officer          June 18, 2004
-----------------------          and Chief Accounting Officer
Michael P. Donovan               (principal financial and
                                 accounting officer)
8

/s/ William E. Brock             Director                         June 18, 2004
-----------------------
William E. Brock

/s/ Edward S. Civera             Director                         June 18, 2004
-----------------------
Edward S. Civera

/s/ Steven B. Epstein            Director                         June 18, 2004
-----------------------
Steven B. Epstein

/s/ Frederick H. Graefe          Director                         June 18, 2004
-----------------------
Frederick H. Graefe

/s/ Thomas J. Graf               Director                         June 18, 2004
-----------------------
Thomas J. Graf

/s/ Carey G. Jury                Director                         June 18, 2004
-----------------------
Carey G. Jury

/s/ Deanna D. Strable-Soethout   Director                         June 18, 2004
------------------------------
Deanna D. Strable-Soethout

/s/ Dale B. Wolf                 Director                         June 18, 2004
-----------------------
Dale B. Wolf
9
EXHIBIT INDEX

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

          10.1               HealthExtras, Inc. 2004              Incorporated herein by reference to                   --
                             Employee Stock Purchase Plan         Appendix A of the Company's proxy
                                                                  statement on Form DEF14A (File No.
                                                                  0-31014), filed with the SEC on April 29,
                                                                  2004.

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

          23.1               Consent of                           Filed herewith.                                       --
                             PricewaterhouseCoopers LLP

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