<PAGE> 1

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934

         For the Fiscal Year Ended December 31, 2000

                                       OR

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

For the transition period from _________________ to ____________________.

                         Commission File Number: 0-31014

                               HEALTHEXTRAS, INC.
                               ------------------
             (Exact name of registrant as specified in its charter)

              Delaware                                      52-2181356
---------------------------------------------      -----------------------------
(State or other jurisdiction of incorporation           (I.R.S. Employer
or organization)                                        Identification No.)

2273 Research Blvd., Rockville, Maryland                      20850
---------------------------------------------      -----------------------------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code       (301) 548-2900
                                                   -----------------------------

Former name, former address and former
fiscal year, if changed since last report:                   Not Applicable
                                                             --------------

Securities registered pursuant to Section 12(b) of the Act:  None
                                                             ----
Securities registered pursuant to 12(g) of the Act:          Common Stock, $0.01
                                                             -------------------
                                                             par value
                                                             ---------
      Indicate by check mark  whether the  registrant  (1) has filed all reports
required  to be filed by  Section  13 or 15(d) of the  Securities  Exchange  Act
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.
YES   X      NO
    -----       ------

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-K/A or any
amendment to this Form 10-K/A.

      The  number  of  shares  of Common  Stock,  par  value  $0.01  per  share,
outstanding on April 27, 2001 was 29,186,157.  As of April 27, 2001, assuming as
fair value the last sale price of $7.84 per share on The  Nasdaq  Stock  Market,
the  aggregate  fair value of shares held by  non-affiliates  was  approximately
$63,383,500.

                       DOCUMENTS INCORPORATED BY REFERENCE

      None.



<PAGE> 2


                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS AND EXECUTIVE OFFICERS

      The  following  tables set forth certain  information  with respect to the
directors and executive officers of the Company as of April 30, 2001.
<TABLE>
<CAPTION>

NAME                                                  AGE    POSITION                                     DIRECTOR
                                                                                                           SINCE
---------------------------------------------------  ------- ------------------------------------------  ----------
<S>                                                    <C>                                                  <C>
NOMINEES FOR TERMS EXPIRING IN 2004

William E. Brock                                       70    Director                                       2000
Edward S. Civera                                       50    Director                                       2000
Karen E. Shaff(1)                                      46    Director                                       1999

CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 2002

David T. Blair(2)                                      31    Chief Executive Officer and Director           1999
Thomas J. Graf(1)                                      52    Director                                       1999
Frederick H. Graefe, Esq.                              57    Director                                       2000

CONTINUING DIRECTORS WHOSE TERMS EXPIRE IN 2003

Bette B. Anderson                                      72    Director                                       2000
Thomas L. Blair(2)                                     56    Chairman of the Board                          1999
Julia M. Lawler(1)                                     41    Director                                       1999

-----------------------------
(1)  Ms. Lawler, Ms. Shaff and Mr. Graf may be considered nominees of Principal Mutual Holding Company.
(2)  Thomas L. Blair is the father of David T. Blair.

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Marshall J. Coleman                                    44    Chief Marketing Officer
Michael P. Donovan                                     42    Chief Financial Officer
Kevin R. Mauk                                          37    Chief Operating Officer
</TABLE>

BIOGRAPHICAL INFORMATION OF DIRECTORS

      BETTE B. ANDERSON has served as Vice Chairman of Kelly, Anderson,  Pethick
and Associates,  management consultants, since 1995. She served as its President
from 1989 through  1995.  Ms.  Anderson has served on the Board of Directors for
ITT Corporation,  ITT Educational Services,  ITT Hartford Insurance and American
Banknote  Corp.  She  is  Chairman  of the  United  States  Treasury  Historical
Association and the Advisory  Council of the Girl Scouts of the United States of
America. Previously, Ms. Anderson served as Under Secretary of the United States
Department of the Treasury and prior to that,  she was Senior Vice  President in
charge of credit  administration  for the Citizens and Southern National Bank of
Savannah, Georgia.


                                       2


<PAGE> 3


      THOMAS L. BLAIR is the founder of HealthExtras and its  predecessors.  Mr.
Blair  served as Chairman  and Chief  Executive  Officer or  Co-Chief  Executive
Officer of United  Payors & United  Providers,  Inc. from January 1995 until its
acquisition  by BCE  Emergis,  Inc. in March 2000.  Subsequently,  Mr. Blair has
served as a consultant to BCE Emergis.  Mr. Blair founded America's Health Plan,
Inc. in 1989 and served as its President and Chief  Executive  Officer from 1989
to 1992.  From 1992 to 1995,  Mr.  Blair was  President  of  Initial  Managers &
Investors,  Inc.,  which  business  was  contributed  to United  Payors & United
Providers.  From 1977 until 1988, Mr. Blair was a principal of Jurgovan & Blair,
Inc., which developed and managed health maintenance organizations. Mr. Blair is
also a director of Coventry Health Care, Inc.

      DAVID T. BLAIR joined a  predecessor  of  HealthExtras  in July of 1997 as
Chief Financial Officer. From 1995 to 1997, prior to joining  HealthExtras,  Mr.
Blair was the Finance  Manager of United  Payors & United  Providers.  At United
Payors & United  Providers,  Mr. Blair focused his efforts on its initial public
offering and several strategic  acquisitions.  In 1994, Mr. Blair co-founded and
was President of Continued Health Care Benefit Program, which markets healthcare
benefits to individuals  leaving the United States armed forces.  In 1995,  this
program was merged into United Payors & United Providers. From 1991 to 1994, Mr.
Blair  worked in  corporate  finance  and new  business  development  for Kelly,
Anderson, Pethick and Associates, a management consulting firm.

      WILLIAM E. BROCK has served as Senior  Counsel  and  Trustee of the Center
for Strategic and  International  Studies in Washington,  D.C. since 1994 and is
Chairman of Bridges Learning  Systems,  Inc. From 1988 to 1994, Mr. Brock served
as Chairman of the Brock Group, a consulting  firm. From 1988 to 1991, he served
as the Chairman of the National  Endowment for Democracy.  From 1985 to 1987, he
served as the United  States  Secretary of Labor and from 1981 to 1985, he was a
United States Trade Representative. Mr. Brock has also served for eight years as
a member of the United  States House of  Representatives  and for six years as a
member of the United States  Senate.  Mr. Brock is a director of On  Assignment,
Inc.

      EDWARD S. CIVERA is currently a merger and  acquisition  consultant.  From
1997 to 2000,  Mr. Civera served as President,  Chief  Operating  Officer and in
1999 Co-Chief  Executive Officer of United Payors & United  Providers.  Prior to
joining United Payors & United Providers, Mr. Civera was a managing partner with
PricewaterhouseCoopers LLP, where he served for 25 years.

      THOMAS J. GRAF joined  Principal  Life Insurance  Company,  the operating,
wholly owned,  subsidiary of Principal  Mutual Holding Company in 1972 and since
1994,  has served as its Senior Vice  President.  Mr. Graf is also a director of
Coventry Health Care, Inc.

      FREDERICK  H.  GRAEFE,  ESQ.  was  appointed  to the Board of Directors on
December 6, 2000. He has been a partner in the Washington,  D.C. office of Baker
& Hostetler,  L.L.P.  since 1988.  From 1980 to 1987 he was a partner at Finley,
Kumble, Wagner, Heine, Underberg,  Manley, Myerson & Casey. He worked for Howrey
& Simon from 1975 and 1979 after serving a two year  clerkship for the Honorable
Howard F. Corcoran, United States District Judge.

         JULIA M. LAWLER joined  Principal  Life  Insurance  Company in 1984 and
since 2000 has served as the President of its Real Estate Equity Group.  Between
1995 and 2000,  she served as Director,  Capital  Markets.  Between 1993 and May
1995,  Ms. Lawler served as an officer of Principal  Life  Insurance  Company in
various other  capacities,  including  Executive  Advisor to the President.  Ms.
Lawler is also a director of Principal Holding Company.

         KAREN E. SHAFF is a Senior  Vice  President  and  General  Counsel  for
Principal Life Insurance Company. She joined Principal Life Insurance Company in
1982 and held several positions within its law department until being named Vice
President and Associate  General  Counsel in 1995. In 1999,  she


                                       3

<PAGE> 4


became a Senior Vice President and Deputy General  Counsel,  a position she held
until being named to her current position in 2000.

BIOGRAPHICAL INFORMATION OF EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

      MARSHALL J.  COLEMAN  joined  HealthExtras  in 1999 as Vice  President  of
Marketing.   Mr.  Coleman  has  over  fifteen  years   experience  in  marketing
communications,  brand and business development.  From 1994 to 1999, Mr. Coleman
worked for America Online as Senior Manager of Marketing Communication,  Manager
of Programming and Promotions and Manager of Business Development. Subsequent to
December 31, 2000, Mr. Coleman has become a consultant to the Company.

      MICHAEL  P.  DONOVAN  joined  HealthExtras  in  April  1999  as the  Chief
Financial Officer.  From early 1998 until early 1999, Mr. Donovan was engaged in
a variety of technology and business  development  activities for  HealthExtras.
From 1992 to 1997,  Mr.  Donovan served as Senior Vice President of Business and
Technology  Development for PHP Healthcare  Corporation.  From 1989 to 1992, Mr.
Donovan served as Chief Financial Officer of Direct Health,  Inc. Prior to that,
Mr.  Donovan  was a Senior  Manager  for KPMG,  LLP,  then  KPMG  Peat  Marwick,
responsible for a variety of technology and health care clients.

      KEVIN R. MAUK joined  HealthExtras in July 2000 and became Chief Operating
Officer in September 2000.  Between 1998 and 2000, Mr. Mauk was the President of
NAQS, Inc., a Maryland-based Internet services provider.  Between 1990 and 1998,
Mr. Mauk held several  positions,  including Senior Vice President,  Information
Technology at Mid-Atlantic Medical Services, Inc., a managed care company.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

      Section  16(a)  of the  Exchange  Act  requires  the  Company's  executive
officers and directors,  and persons who own more than 10% of a registered class
of the Company's equity securities,  to file reports of ownership and changes in
ownership  with the SEC.  Executive  officers,  directors  and greater  than 10%
stockholders  are required by SEC  regulation to furnish the Company with copies
of all Section 16(a) forms they file.

      Based solely on a review of copies of such reports of ownership  furnished
to the Company,  or written  representations  that no forms were necessary,  the
Company believes that as of April 25, 2001 its executive officers, directors and
greater than 10% beneficial  owners are in compliance with all applicable filing
requirements. David Blair and Michael Donovan will file Form 4 reports regarding
the receipt of stock options upon stockholder  approval of the 2000 Stock Option
Plan.



                                       4

<PAGE> 5


ITEM 11. EXECUTIVE COMPENSATION

         The following table sets forth the cash and non-cash  compensation paid
to or earned by the Chief Executive  Officer during 2000 and the other executive
officers of the Company as of December 31, 2000 who received  more than $100,000
during 2000.

<TABLE>
<CAPTION>
                                                                                   LONG-TERM
                                                                                  COMPENSATION
                                                                           -------------------------
                                              ANNUAL COMPENSATION                   AWARDS
                                    -------------------------------------- -------------------------
                                                               OTHER       RESTRICTED   SECURITIES
     NAME AND                                                  ANNUAL         STOCK     UNDERLYING      ALL OTHER
    PRINCIPAL                FISCAL    SALARY     BONUS     COMPENSATION     AWARDS      OPTIONS      COMPENSATION
    POSITIONS                 YEAR       ($)       ($)         ($)(1)        ($)(2)        (#)           ($)(3)
-------------------          -------- ---------- --------- --------------- ----------  -----------   --------------
<S>                           <C>      <C>        <C>           <C>         <C>           <C>             <C>
David T. Blair                2000     $165,000   $    --       $20,000     $     --      500,000         $8,900
                              1999      111,183    15,300            --           --    1,500,000          5,500
Michael P. Donovan            2000      210,000        --            --     $     --      400,000         $   --
                              1999      174,500        --            --      301,334      600,000             --
Marshall J. Coleman           2000      192,000        --            --           --       50,000         $   --

----------------------------------
(1)  Does not include the aggregate  amount of  perquisites  and other  personal benefits,  which  were less than 10% of the total
     annual  salary and bonus reported and $50,000.
(2)  Represents  the total value of an award of rights to receive the equivalent of 266,667 shares of common stock of HealthExtras
     which was granted to Mr. Donovan in February  1999 by a predecessor  entity.  The rights vest over a four-year period
     commencing March 1, 1999. At December 31, 2000, the value of the unvested portion of the restricted stock award was
     $466,784.50.
(3)  Represents for 2000, matching 401k contribution of $8,900 for Mr. Blair.
</TABLE>



                                       5


<PAGE> 6


OPTION GRANTS IN LAST FISCAL YEAR

      The following table provides information  regarding stock option grants to
Messrs.  Blair, Donovan and Coleman during the year ended December 31, 2000. The
option  identified  as  granted  under the 2000 Stock  Option  Plan are the same
options disclosed as granted to Messrs.  David Blair and Donovan under "Proposal
2 - Approval of the HealthExtras 2000 Stock Option Plan."

<TABLE>
<CAPTION>
                                                % OF
                              NUMBER OF         TOTAL                                        POTENTIAL REALIZABLE
                               SECURITIES      OPTIONS                                         VALUE AT ASSUMED
                               UNDERLYING    GRANTED TO                                         ANNUAL RATES OF
                                OPTIONS     EMPLOYEES IN      EXERCISE                            STOCK PRICE
                                GRANTED      FISCAL YEAR     PRICE PER     EXPIRATION          APPRECIATION FOR
 NAME                              (1)                         SHARE          DATE              OPTION TERMS(2)
                                                                                         ------------------------------
                                                                                              5%             10%
----------------------------- ------------- -------------- --------------- ------------  ------------------------------
<S>                            <C>               <C>           <C>            <C>          <C>            <C>
David T. Blair                 500,000(3)        34%           $4.625         2010         $475,000       $2,034,000
Michael P. Donovan             400,000(4)        27%           $4.625         2010         $380,000       $1,627,000
Marshall J. Coleman             50,000(5)         3%           $4.625         2010         $ 46,000       $  193,000

--------------------------------------
(1)  All of the options granted vest in four equal annual installments beginning on the first anniversary of the date of grant.
(2)  As of December 31, 2000,  the exercise price of these options was in excess of the market price of the underlying  common
     stock. The dollar gains under these  columns  result from  calculations  required by the Securities and Exchange  Commission's
     rules and are not intended to forecast future price appreciation for  HealthExtras'  common stock. It is important to note
     that options  have value only if the stock price  increases  above the  exercise price shown in the table during the effective
     option period.
(3)  Options to purchase  350,000 of these  shares were  granted  under the 1999 Stock Option Plan on June 7, 2000 and expire
     on June 7, 2010;  options to purchase 150,000 of these shares were granted  under the 2000 Stock Option Plan, subject to
     stockholder  approval of that plan, on October 4, 2000 and expire on October 4, 2010.
(4)  Options to purchase  280,000 of these  shares were  granted  under the 1999 Stock Option Plan on June 7, 2000 and expire on
     June 7, 2010;  options to purchase  120,000 of these shares were granted  under the 2000 Stock Option Plan, subject to
     stockholder  approval of that plan, on October 4, 2000 and expire on October 4, 2010.
(5)  These options were granted under the 1999 Stock Option Plan on June 7, 2000 and expire on June 7, 2010.
</TABLE>

OPTION VALUE AT FISCAL YEAR END

         The following table provides  information  regarding  unexercised stock
options for Messrs.  Blair, Donovan and Coleman as of December 31, 2000. Messrs.
Blair,  Donovan and Coleman did not exercise any stock  options  during the year
ended December 31, 2000.

<TABLE>
<CAPTION>
                                           NUMBER OF SECURITIES                         VALUE OF UNEXERCISED
                                      UNDERLYING UNEXERCISED OPTIONS                    IN-THE-MONEY OPTIONS
                                          AT FISCAL YEAR-END (#)                     AT FISCAL YEAR-END ($)(1)
                                    ------------------------------------        -------------------------------------
NAME                                EXERCISABLE          UNEXERCISABLE          EXERCISABLE           UNEXERCISABLE
----------------------------        -------------        ---------------        -------------        ----------------
<S>                                      <C>                  <C>                   <C>                    <C>
David T. Blair                           375,000              1,625,000             ---                    ---
Michael P. Donovan                       150,000                850,000             ---                    ---
Marshall J. Coleman                       75,000                275,000             ---                    ---

======================================================================================================================
(1)  None of the options were in the money as of December 31, 2000.
</TABLE>


                                       6


<PAGE> 7


EMPLOYMENT AGREEMENTS

      HealthExtras  has executed  employment  agreements with David T. Blair and
Michael P. Donovan,  both of which were  effective  January 1, 2000. The Company
also had an employment agreement with Mr. Coleman, but it has been rescinded  in
connection  with his becoming a  consultant  to the Company  after  December 31,
2000.

      The employment agreements, which are substantially similar for each of the
executives, except for a bonus arrangement for Mr. Blair, provide for three-year
terms and  automatically  renew for an  additional  two years unless a notice of
non-renewal is given six months prior to the  expiration  date. Mr. Blair's base
salary, pursuant to his employment agreement, is $165,000 per year. In addition,
Mr.  Blair is entitled to a bonus equal to one percent of  HealthExtras'  annual
after-tax  profits.  Mr.  Donovan's  base  salary,  pursuant  to his  employment
agreement,  is $210,000  per year.  Base salary may be increased by the Board of
Directors,  in the case of Mr. David Blair, and by the Chief Executive  Officer,
in the  case  of Mr.  Donovan.  In  addition  to  base  salary,  the  employment
agreements  provide for, among other things,  participation by the executives in
employee  benefit  plans,  an  automobile  allowance  and other fringe  benefits
applicable to executive  personnel  and  reimbursement  of  reasonable  expenses
incurred in promoting our business.

      Upon  an  executive's  termination  for  cause,  or  upon  an  executive's
voluntary   resignation,   that  executive   shall  be  entitled  only  to  such
compensation  and  benefits  as  shall  have  accrued  through  the  date of the
executive's termination or resignation, as the case may be. In the event that an
executive  is   terminated   for  any  reason  other  than  cause  or  voluntary
resignation,  including  termination  by  reason  of death or  disability,  that
executive  shall receive  payments  under the  employment  agreement due for the
remaining term of the employment agreement, provided that such payment shall not
be  less  than  the  payment  due for a 12  month  period.  Upon an  executive's
voluntary resignation or termination for cause during the term of the agreement,
each employment agreement provides that, for a period of two years from the date
of  termination,  the executive  will not compete  directly or  indirectly  with
HealthExtras' business, nor will the executive solicit or contract with entities
contracting with HealthExtras.

DIRECTORS' COMPENSATION

      Directors  who are not  employees of the Company are entitled to receive a
fee of $2,500 for each Board of  Directors  meeting and $500 for each  committee
meeting  attended,  plus travel and  incidental  expenses  incurred in attending
meetings and carrying out their duties as directors.  On June 7, 2000, the Board
of Directors  approved the Directors' 2000 Stock Option Program (the "Program"),
subject to stockholder  approval at the Annual Meeting of  Stockholders in 2001.
The Program authorizes grants options to purchase an aggregate of 200,000 shares
of common stock.

      Under the  Program,  and subject to the  availability  of shares under the
Program and stockholder approval,  each non-employee director became entitled to
non-qualified  options to purchase  15,000 shares of common stock as of the June
7, 2000 date of  adoption of the  Program if they were  directors  on that date.
Non-employees  who first  become a director  after that date become  entitled to
options to purchase 15,000 shares upon their becoming  directors.  Subsequently,
non-employee  directors  who have  been a  director  since the  previous  Annual
Meeting of Stockholders  become entitled to additional  grants of  non-qualified
stock options for 5,000 shares of stock on the day after each Annual  Meeting of
Stockholders.  All options  granted  become vested on the first  anniversary  of
their date of grant. Also, options  immediately vest and become exercisable upon
termination of service due to retirement, death or disability. Additionally, the
vesting of options  accelerates  upon a change in  control  of the  Company  (as
defined in the plan).  Directors  options  have a ten year term and an  exercise
price equal to the closing price for the HealthExtras common stock on the Nasdaq
Stock Market on the date of the grant.  Mr. Thomas Blair has waived his right to
compensation for performing services as a director of the Company.


                                        7

<PAGE> 8


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following  table provides  information  as of April 25, 2001,  derived
from  beneficial  ownership  reports  filed  with the SEC and  furnished  to the
Company, about the shares of HealthExtras common stock that may be considered to
be owned by each beneficial  owner of more than 5% of the Company's  outstanding
common stock,  by each director or nominee for director of the Company,  by each
of the named executive officers in the executive  compensation table, and by all
directors and  executive  officers of the Company as a group.  Unless  otherwise
indicated,  each of the  named  individuals  has  sole  voting  power  and  sole
investment  power with respect to the shares shown,  and the business address of
such person is  HealthExtras,  Inc.,  2273  Research  Boulevard,  Second  Floor,
Rockville, Maryland 20850.

<TABLE>
<CAPTION>
                                                                                                           Percent of
                                                                              Number of                   Common Stock
  Name                                                                      Shares Owned                   Outstanding
----------                                                              -------------------              ----------------

<S>                                                                            <C>                               <C>
Thomas L. Blair(1)                                                             7,929,700                         27.1%
Principal Mutual Holding Company(2)                                            8,840,000                         30.3%
Health Partners(3)                                                             4,140,000                         14.2%
BCE Emergis Corporation(1,4)                                                   4,330,000                         14.8%
David T. Blair(5)                                                                 36,000                             *
Marshall J. Coleman(6)                                                           100,000                             *
Michael P. Donovan(7)                                                            133,300                             *
Bette B. Anderson(8)                                                              10,000                             *
William E. Brock(8)                                                                   --                             *
Edward S. Civera                                                                      --                             *
Thomas J. Graf(2,9)                                                               10,000                             *
Frederick H. Graefe(10)                                                              400                             *
Julia M. Lawler(2,9)                                                                  --                            --
Karen E. Shaff(2,9)                                                                2,000                             *
All directors and executive officers as a group (10                            8,075,530                         27.7%
persons)

--------------------------------------
*Less than 1% of outstanding shares.
(1)    Thomas L.  Blair and his wife may be deemed the beneficial owners of an aggregate of 7,929,700  shares of common stock.
       Of the total shares,  Mr. Blair has sole power to vote and to invest  4,154,700  shares and Mrs. Blair has sole power to vote
       and to invest 3,775,000  shares.  Mr. Blair has  granted, subject to certain change in control  provisions, an option  to BCE
       Emergis  Corporation,  formerly United Payors & United  Providers,  which is now an  indirect, wholly owned subsidiary of BCE
       Emergis, Inc., to purchase prior to October 1, 2003 a total of 4,330,000 shares of HealthExtras common stock for an aggregate
       exercise price of $4 million.
(2)    Thomas J. Graf, Julia M. Lawler  and  Karen E. Shaff, directors  of  HealthExtras, are  employed  by Principal Mutual  or  an
       affiliate of that Company. The address of Principal Mutual is 711 High Street, Des Moines, Iowa 50392.
(3)    A  Schedule  13D Report  was  filed on December 22, 1999 by  Health Partners,  Capital Z  Financial Services Fund  II,  L.P.,
       ("Fund II") which serves as general partner of Health  Partners,  Capital Z Partners,  L.P.,  which is the general partner of
       Fund II, and Capital Z Partners, Ltd, which is the general partner of Capital Z Partners, L.P. That Schedule 13D also reports
       that Steven M.  Gluckstern,  who is the Chairman of the Board,  and Robert Spass,  who is the Deputy Chairman of the Board of
       Capital Z Partners,  Ltd., may be deemed to be the beneficial  owners of the shares held by Health  Partners and that Messrs.
       Gluckstern and Spass disclaim any such beneficial ownership.  The business address for Health Partners is 54 Thompson Street,
       New York, New York 10012.
(4)    The business  address for BCE Emergis  Corporation is 2273 Research  Boulevard,  Fourth Floor,  Rockville, Maryland 20850.
(5)    Does not include options to purchase 375,000 shares of common stock at an exercise price of $13.20  per share which are
       exercisable and 87,500 shares of common stock at an exercise price of $4.625 which become vested on June 7, 2001.
(6)    Does not include options to purchase 75,000 shares of common stock at an exercise  price of $13.20 per share which are
       exercisable and options to purchase 12,500 shares of common stock at an exercise price of $4.625 which become vested on June
       7, 2001.
(7)    Does not include options to purchase 300,000 shares of common stock at an exercise  price of $13.20 per shares,  which are
       exercisable and 70,000 shares of common stock at an exercise price of $4.625 which become vested on June 7, 2001.
(8)    Does not  include  options  to  purchase  15,000  shares of common  stock granted,  on June 7, 2000 to each of Ms. Anderson
       and Mr. Brock under the 2000 Directors'  Option Plan,  subject to stockholder  approval of that plan,  which become vested on
       June 7, 2001.
(9)    Mr. Graf, Ms. Lawler and Ms. Shaff disclaim any beneficial ownership with respect  to  the  shares  beneficially  owned
       Principal Mutual Holding Company.
(10)   Does not  include  options  to  purchase  15,000  shares of common  stock granted on January 2, 2001 to Mr. Graefe under the
       2000 Directors' Option Plan, subject to stockholder approval of that plan, which become vested on January 2, 2002.
</TABLE>


                                                         8

<PAGE> 9



ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The following are transactions  involving Thomas L. Blair, the Chairman of
the Board, including transactions prior to April 2000 involving, United Payors &
United  Providers,  which became a subsidiary  of BCE Emergis,  Inc. on or about
March 28,  2000,  and the  Company.  Mr.  Blair was the Chairman of the Board of
Directors,  Co-Chief  Executive  Officer and beneficial owner of an aggregate of
approximately  38.2% of United Payors & United  Providers  common stock prior to
its acquisition by BCE Emergis.

      Effective  January 1, 1999,  the Company  entered into an  agreement  with
United  Payors & United  Providers,  whereby  United  Payors & United  Providers
provided  administrative  services  for the Company and was  reimbursed  for the
costs  incurred.  The amount  paid by the  Company  for such  services  was $1.2
million,  for the year ended December 31, 2000. Under a revised  agreement dated
December 22, 1999,  services to be provided by United Payors & United  Providers
subsequent  to March 31, 2000,  are limited  primarily  to services  relating to
information technology and communications and are paid on a cost plus fee basis.
The amount paid for these services under the revised  agreement was $829,000 for
the year ended December 31, 2000.

      In addition,  The Company  entered into an  agreement  dated  December 22,
1999,  to lease  office space under a  non-cancelable  sublease  agreement  with
United Payors & United  Providers.  The sublease  agreement  provides for annual
escalations and for the payment by the Company of its proportionate share of the
increase in the costs of operating the building. Rent expense for the year ended
December 31, 2000, was $363,600.

      As of December 31, 1999,  the Company owned 40,150 shares of common stock,
or 0.2% of the outstanding  common stock,  of United Payors & United  Providers.
All of  these  shares  were  sold  in  March  2000  for  aggregate  proceeds  of
$1,084,050, resulting in a gain of $551,735.

      During  2000,  the Company  entered  into a joint  venture  with  Southern
Aircraft Leasing Corporation, owned by the Chairman of the Board of the Company,
whereby the Company invested $988,500 for a fractional interest of approximately
45% in two aircraft used for corporate business purposes. For corporate business
purposes,  the Company  also  utilizes  the  services  of an  aircraft  owned by
Southern Aircraft Leasing Corporation. For the year ended December 31, 2000, the
Company paid $109,575 for utilizing the services of this aircraft.



                                       9

<PAGE> 10


CONFORMED

                                   SIGNATURES
                                   ----------

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.


Date: April 30, 2001                       HEALTHEXTRAS, INC.



                                           By: /s/ Michael P. Donovan
                                               ---------------------------------
                                                   Michael P. Donovan
                                                   Chief Financial Officer