8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant

To Section 13 or 15 of the

Securities Exchange Act of 1934.

Date of Report (Date of Earliest Event Reported): March 15, 2006

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)	(IRS Employer Identification No.)

800 King Farm Boulevard

Rockville, Maryland 20850

(Address of principal executive offices)

(301) 548-2900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

As announced in the Registrant’s press release dated March 15, 2006 attached as Exhibit 99.1 hereto, Registrant’s pharmacy benefit management division, Catalyst Rx, has been selected by the H.E.R.E.I.U. Welfare Funds to provide pharmacy benefit management services effective June 1, 2006. This selection is subject to execution of a definitive contract.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of business acquired:

Not Applicable

(b) Pro forma financial information:

Not Applicable

(c) Shell company transactions:

Not Applicable

(d) Exhibits:

Exhibit No.	Description
99.1	Press Release Dated March 15 , 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HEALTHEXTRAS, INC.
Dated: March 17, 2006	By:	/s/ Michael P. Donovan
		Michael P. Donovan
		Chief Financial Officer and
		Chief Accounting Officer

EX-99.1

Exhibit 99.1

[LOGO]

FOR IMMEDIATE RELEASE	Contact: Michael P. Donovan
	MDonovan@HealthExtras.com
	HealthExtras, Inc.
	(301) 548-2900

H.E.R.E.I.U. Welfare Funds Has Selected Catalyst Rx

To Provide Pharmacy Benefit Management Services

Three-Year Agreement to Cover as Many as 225,000 Participants

ROCKVILLE, MD, March 15, 2006 – HealthExtras, Inc. (NASDAQ: HLEX) – announced today that its pharmacy benefit management division, Catalyst Rx was selected by the H.E.R.E.I.U. Welfare Funds to provide pharmacy benefit management services effective June 1, 2006. The agreement expands Catalyst Rx’s pharmacy benefit management services in a number of key markets. The largest concentrations of Welfare Fund participants are in Las Vegas, Chicago, New York and Atlantic City.

H.E.R.E.I.U. is a multi-employer Taft-Hartley Fund representing over 225,000 participants across the country. “The Fund was looking for a Pharmacy Benefit Management company with a differentiated approach in the marketplace and we believe that Catalyst Rx will best fulfill the needs of our organization,” stated Bill Ward, Chief Executive Officer of the H.E.R.E.I.U. Welfare Fund. The terms of the arrangement are subject to final contract execution.

“The Fund’s selection of Catalyst Rx reflects continued success in our efforts to provide clients with both heightened performance accountability and innovative solutions to managing prescription benefits,” said David T. Blair, Chief Executive Officer of HealthExtras. HealthExtras will provide an update on these and other corporate developments in conjunction with its next quarterly conference call now scheduled for April 26, 2006.

About HealthExtras (www.healthextras.com)

HealthExtras, Inc. is a full-service pharmacy management company. Its clients include self-insured employers, including state and local governments, third-party administrators, managed care organizations and individuals. The Company’s integrated pharmacy benefit management services marketed under the name Catalyst Rx include: claims processing, benefit design consultation, drug utilization review, formulary management, drug data analysis services and mail order services. Additionally, the Company operates a national retail pharmacy network with over 55,000 participating pharmacies.

This press release may contain forward-looking information. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Act of 1995. Forward-looking statements may be significantly impacted by certain risks and uncertainties described in HealthExtras’ filings with the Securities and Exchange Commission.

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