UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q/A

(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the quarterly period ended September 30, 2001

                                       or

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the transition period from __________ to __________

Commission File Number:    1-9293

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


                          PRE-PAID LEGAL SERVICES, INC.
             (Exact name of registrant as specified in its charter)

               Oklahoma                                   73-1016728
   (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                    Identification No.)


         321 East Main Street
            Ada, Oklahoma                                74821-0145
(Address of principal executive offices)                 (Zip Code)

                                 (580) 436-1234
              (Registrants' telephone number, including area code)
         --------------------------------------------------------------

     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 of
1934  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             No    X
               ---------      -------

      Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of November 9, 2001:

Common Stock                     $.01 par value                       21,353,955



                                    CONTENTS



Part I.  Financial Statements

Item 1.  Financial Statements of Registrant:

Consolidated Balance Sheets
as of September 30, 2001 (Unaudited, Restated) and December 31, 2000

Consolidated Statements of Income
(Unaudited, Restated) for the three months and nine months ended September 30,
 2001 and 2000

Consolidated Statements of Comprehensive Income
(Unaudited, Restated) for the three months and nine months ended September 30,
2001 and 2000

Consolidated Statements of Cash Flows
(Unaudited, Restated) for the nine months ended September 30, 2001 and 2000

Notes to Consolidated Financial Statements (Unaudited, Restated)

Report Of Independent Certified Public Accountants

Item 2.  Management's Discussion and Analysis of Financial Condition
         And Results of Operations

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Part II.  Other Information

Item 1.  Legal Proceedings

Item 6.  Exhibits and Reports on Form 8-K




ITEM 1.  FINANCIAL STATEMENTS OF REGISTRANT
         ----------------------------------




                          PRE-PAID LEGAL SERVICES, INC.
                           CONSOLIDATED BALANCE SHEETS
                      (Amounts in 000's, except par values)


                                     ASSETS

                                                                                        September 30,     December 31,
                                                                                             2001             2000
                                                                                        -------------    -------------
Current assets:                                                                          (Unaudited,
                                                                                          Restated)
                                                                                                   
  Cash and cash equivalents........................................................     $    12,967      $    10,866
  Available-for-sale investments, at fair value....................................           1,100            1,953
  Membership income receivable.....................................................           5,568            4,563
  Inventories......................................................................           1,213            1,542
  Net assets of discontinued operations............................................           3,998            4,504
  Deferred member and associate service costs......................................          11,995           11,606
  Deferred income taxes............................................................           2,567            4,361
                                                                                        ------------     ------------
      Total current assets.........................................................          39,408           39,395
Available-for-sale investments, at fair value......................................          17,391           14,412
Investments pledged................................................................           4,401            4,306
Property and equipment, net........................................................          14,172           10,501
Deferred member and associate service costs........................................           3,941            2,513
Other assets.......................................................................           5,818            6,639
                                                                                        ------------     ------------
        Total assets...............................................................     $    85,131      $    77,766
                                                                                        ------------     ------------

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Membership benefits..............................................................     $     7,410      $     6,831
  Deferred revenue and fees........................................................          19,328           18,130
  Current portion of capital lease obligation......................................              29              223
  Accounts payable and accrued expenses............................................           6,716            6,865
                                                                                        ------------     ------------
    Total current liabilities......................................................          33,483           32,049
  Deferred revenue and fees........................................................           5,357            3,083
  Deferred income taxes ...........................................................              66              867
                                                                                        ------------     ------------
      Total liabilities............................................................          38,906           35,999
                                                                                        ------------     ------------
Stockholders' equity:
  Common stock, $.01 par value; 100,000 shares authorized; 24,765 and 24,740
    issued at September 30, 2001 and December 31, 2000, respectively...............             248              247
  Capital in excess of par value...................................................          65,531           64,958
  Retained earnings................................................................          46,485           27,130
  Accumulated other comprehensive income (loss)....................................             578             (108)
  Treasury stock, at cost; 3,411 and 2,480 shares held at
    September 30, 2001 and December 31, 2000, respectively.........................         (66,617)         (50,460)
                                                                                        ------------     ------------
      Total stockholders' equity...................................................          46,225           41,767
                                                                                        ------------     ------------
        Total liabilities and stockholders' equity.................................     $    85,131      $    77,766
                                                                                        ------------     ------------


The accompanying notes are an integral part of these financials.




                          PRE-PAID LEGAL SERVICES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                  (Amounts in 000's, except per share amounts)
                              (Unaudited, Restated)

                                                                       Three Months Ended       Nine months Ended
                                                                         September 30,            September 30,
                                                                    ------------------------ ------------------------
                                                                        2001        2000         2001        2000
                                                                    -----------  ----------- -----------  -----------
Revenues:
                                                                                              
  Membership fees................................................   $   67,427   $   54,757  $  193,822   $  154,329
  Associate services.............................................        7,706       10,104      26,827       23,475
  Product sales..................................................           11           53          44          864
  Other..........................................................        1,071          772       2,655        2,438
                                                                    -----------  ----------- -----------  -----------
                                                                        76,215       65,686     223,348      181,106
                                                                    -----------  ----------- -----------  -----------
Costs and expenses:
  Membership benefits............................................       22,128       18,303      63,951       49,970
  Commissions....................................................       28,916       23,513      83,999       72,044
  Associate services and direct marketing........................        5,305        7,118      21,277       17,001
  General and administrative.....................................        6,966        5,859      20,841       16,439
  Product costs..................................................            1           31          33          621
  Other, net.....................................................        1,634        1,502       3,674        2,433
                                                                    -----------  ----------- -----------  -----------
                                                                        64,950       56,326     193,775      158,508
                                                                    -----------  ----------- -----------  -----------
Income from continuing operations before income taxes and
  cumulative effect of change in accounting principle............       11,265        9,360      29,573       22,598
Provision for income taxes.......................................        3,745        2,574       9,712        6,941
                                                                    -----------  ----------- -----------  -----------
Income from continuing operations before cumulative effect
  of change in accounting principle..............................        7,520        6,786      19,861       15,657
Income (loss) from operations of discontinued UFL segment,
  net of applicable income taxes - Note 5........................         (562)         227        (506)         599
                                                                    -----------  ----------- -----------  -----------
Income before cumulative effect of change in accounting principle        6,958        7,013      19,355       16,256
Cumulative effect of adoption of SAB 101
  (net of applicable income tax benefit of $546).................            -            -           -       (1,013)
                                                                    -----------  ----------- -----------  -----------
Net income.......................................................        6,958        7,013      19,355       15,243
Less dividends on preferred shares...............................            -            -           -            4
                                                                    -----------  ----------- -----------  -----------

Net income applicable to common stockholders.....................   $    6,958   $    7,013  $   19,355   $   15,239
                                                                    -----------  ----------- -----------  -----------

Basic earnings per common share from continuing operations
  before cumulative effect of accounting change..................   $      .35    $     .30   $     .92    $     .69
Basic earnings per common share from discontinued operations.....         (.03)         .01        (.02)         .03
                                                                    -----------  ----------- -----------  -----------
Basic earnings per common share before cumulative effect of
  accounting change..............................................          .32          .31         .90          .72
Cumulative effect of adoption of SAB 101.........................            -            -           -         (.04)
                                                                    -----------  ----------- -----------  -----------
Basic earnings per common share..................................   $      .32    $     .31   $     .90    $     .68
                                                                    -----------  ----------- -----------  -----------

Diluted earnings per common share from continuing operations
  before cumulative effect of accounting change..................   $      .35    $     .30   $     .92    $     .69
Diluted earnings per common share from discontinued operations...         (.03)         .01        (.02)         .02
                                                                    -----------  ----------- -----------  -----------
Diluted earnings per common share before cumulative effect of
  accounting change..............................................          .32          .31         .90          .71
Cumulative effect of adoption of SAB 101.........................            -            -           -         (.04)
                                                                    -----------  ----------- -----------  -----------
Diluted earnings per common share................................   $      .32    $     .31   $     .90    $     .67
                                                                    -----------  ----------- -----------  -----------

        The accompanying notes are an integral part of these financials.







                          PRE-PAID LEGAL SERVICES, INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                               (Amounts in 000's)
                              (Unaudited, Restated)


                                                                      Three Months Ended       Nine months Ended
                                                                        September 30,            September 30,
                                                                    -----------------------  -----------------------
                                                                       2001        2000         2001        2000
                                                                    -----------  ----------- -----------  ----------


                                                                                              
Net income.......................................................   $    6,958   $    7,013  $   19,355   $   15,243
                                                                    -----------  ----------- -----------  ----------
Other comprehensive income (loss), net of tax:
  Foreign currency translation adjustment........................          (36)        (104)        (11)         (90)
                                                                    -----------  ----------- -----------  ----------
  Unrealized gains on investments:
    Unrealized holding gains arising during period...............          377         (141)        709          532
      Less: reclassification adjustment for gains
      included in net income.....................................            -            -         (12)           -
                                                                    -----------  ----------- -----------  ----------
                                                                           377         (141)        697          532
                                                                    -----------  ----------- -----------  ----------

Other comprehensive income, net of income taxes of $183 and $132
  for three months and $366 and $238 for the nine months ended
  September 30, 2001 and 2000, respectively......................          341         (245)        686          442
                                                                    -----------  ----------- -----------  ----------

Comprehensive income.............................................   $    7,299   $    6,768  $   20,041   $   15,685
                                                                    -----------  ----------- -----------  ----------

   The accompanying notes are an integral part of these financial statements.





                         PRE-PAID LEGAL SERVICES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (Amounts in 000's)
                              (Unaudited, Restated)
                                                                                         Nine months Ended
                                                                                           September 30,
                                                                                    -------------------------
                                                                                        2001          2000
                                                                                    -----------   -----------

Cash flows from operating activities:
                                                                                            
Net income.......................................................................   $   19,355    $   15,243
Adjustments to reconcile net income to net cash provided
  by operating activities:
  Cumulative effect of change in accounting principle............................            -         1,013
  Loss (income) from discontinued operations.....................................          506          (599)
  Provision for deferred income taxes............................................          618          (139)
  Depreciation and amortization..................................................        2,953         1,950
  Compensation expense relating to contribution of stock to ESOP.................          162           130
  Decrease (increase) in Membership income receivable............................       (1,005)       (1,724)
  Decrease (increase) in inventories.............................................          329          (116)
  Increase in deferred member and associate service costs........................       (1,817)       (5,116)
  (Increase) decrease in other assets............................................          817          (757)
  Increase in accrued Membership benefits........................................          579         1,271
  Increase in deferred revenue and fees..........................................        3,472         8,326
  Increase (decrease) in accounts payable and accrued expenses...................         (184)       (2,698)
                                                                                    -----------   -----------
    Net cash provided by operating activities of continuing operations...........       25,785        16,784
                                                                                    -----------   -----------

Cash flows from investing activities:
  Additions to property and equipment............................................       (6,620)       (3,896)
  Purchases of investments - available for sale..................................      (10,454)       (6,968)
  Maturities and sales of investments - available for sale.......................        9,305         1,058
                                                                                    -----------   -----------
        Net cash used in investing activities of continuing operations...........       (7,769)       (9,806)
                                                                                    -----------   -----------

Cash flows from financing activities:
  Proceeds from sale of common stock.............................................           99         1,403
  Decrease in capital lease obligations..........................................         (194)         (247)
  Purchases of treasury stock....................................................      (15,820)       (3,239)
  Redemption of preferred stock..................................................            -          (167)
  Dividends paid on preferred stock..............................................            -            (4)
                                                                                    -----------   -----------
        Net cash used in financing activities of continuing operations...........      (15,915)       (2,254)
                                                                                    -----------   -----------

Net increase in cash and cash equivalents........................................        2,101         4,724
Cash and cash equivalents at beginning of period.................................       10,866         9,344
                                                                                    -----------   -----------
Cash and cash equivalents at end of period.......................................   $   12,967    $   14,068
                                                                                    -----------   -----------

Supplemental disclosure of cash flow information:
  Net cash used in discontinued operations.......................................   $     (593)   $     (238)
                                                                                    -----------   -----------
  Cash paid for interest.........................................................   $        1    $        9
                                                                                    -----------   -----------
  Income taxes paid..............................................................   $    8,400    $    5,857
                                                                                    -----------   -----------


   The accompanying notes are in integral part of these financial statements.


                          PRE-PAID LEGAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
         (Except for per share amounts, dollar amounts in tables are in
                      thousands unless otherwise indicated)
                              (Unaudited, Restated)

Note 1 - Basis Of Presentation

     The accompanying  consolidated  financial statements and notes thereto have
been  prepared  pursuant  to the rules and  regulations  of the  Securities  and
Exchange  Commission.  Accordingly,  certain  disclosures  normally  included in
financial statements prepared in accordance with accounting principles generally
accepted  in the  United  States of  America  ("GAAP")  have been  omitted.  The
accompanying  consolidated financial statements and notes thereto should be read
in  conjunction  with the  consolidated  financial  statements and notes thereto
included  in the  Company's  2000  Annual  Report on Form 10-K,  as amended  and
restated.

     The consolidated  financial  statements include the financial statements of
the Company and its wholly  owned  subsidiaries.  All  significant  intercompany
balances and transactions have been eliminated in consolidation.

     In  the  opinion  of  management,   the  accompanying  unaudited  financial
statements  as of September  30, 2001,  and for the three months and nine months
ended September 30, 2001 and 2000,  reflect  adjustments  (which were normal and
recurring)  which,  in the  opinion  of  management,  are  necessary  for a fair
statement of the  financial  position and results of  operations  of the interim
periods presented.  Results for the three months and nine months ended September
30, 2001 are not necessarily indicative of results expected for the full year.

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual  results could differ from those
estimates.

     As  previously  reported,  in January  2001 and May 2001,  the staff of the
Division  of  Corporation  Finance of the  Securities  and  Exchange  Commission
("SEC")  reviewed the Company's 1999 and 2000 Forms 10-K,  respectively.  On May
11,  2001,  the  Company  received a letter  from the staff of the  Division  of
Corporation  Finance advising that, after reviewing the Company's Forms 10-K, it
was the position of the Division that the Company's  accounting  for  commission
advance  receivables  was not in accordance with generally  accepted  accounting
principles (GAAP). The Company subsequently  appealed this decision to the Chief
Accountant of the SEC. On July 25, 2001,  the Company  announced  that the Chief
Accountant concurred with the prior staff opinion of the Division of Corporation
Finance. The Company subsequently announced that it would not pursue any further
appeals and that it would amend its previously  filed SEC reports to restate the
Company's financial  statements to reflect the SEC's position that the Company's
advance  commission  payments should be expensed ratably over the first month of
the related membership. The Company's filings on Form 10-Q for the periods ended
June 30, 2001 and September 30, 2001 contained restated financial  statements to
reflect the Company's initial  understanding of the SEC's position.  As a result
of the SEC's position, the Company and its prior independent auditor, Deloitte &
Touche,  mutually  agreed that a change in auditor would be made and the Company
on  September  17,  2001  engaged  Grant  Thornton  LLP to  audit  its  restated
consolidated  financial  statements for the years ended December 31, 2000,  1999
and 1998. After further  consultations with the staff of the SEC, this new audit
was  completed  and the amended  and  restated  Form 10-K for the period  ending
December  31, 2000 has been filed.  This amended  Form 10-Q  contains  financial
statements  that have  been  restated  on a basis  consistent  with the  audited
financial  statements  in  the  amended  and  restated  Form  10-K  and  contain
adjustments  from those previously  filed to conform to such  presentation  (the
"restatement").  These  financial  statements have also been restated due to the
effect of the  Company's  sale on December 31, 2001 of Universal  Fidelity  Life
Insurance  Co.  (UFL),  which is  reported as and  referred to as  "discontinued
operations"  as discussed in Note 5 to the  Consolidated  Financial  Statements.
Additionally,  the Company  implemented SEC Staff  Accounting  Bulletin No. 101,
"Revenue Recognition in Financial  Statements," ("SAB 101") effective January 1,
2000 and has  deferred the  non-refundable  $10  Membership  fees and $47 of the
associate  enrollment fees and the related direct  incremental  costs associated
with services  provided  members and  associates in return for such fees. At the
time of the original filing we estimated the direct incremental costs related to
the non-refundable  Membership fee and associate  enrollment fee to be in excess
of $10 and $47,  respectively.  Based  upon  further  review,  estimated  direct
incremental  costs  of $7 for the  Membership  fee  and  $40  for the  associate
enrollment fee have been deferred.  The  implementation of SAB 101 resulted in a
cumulative effect type charge of $1.0 million ("Cumulative effect"), net of tax,
in the  consolidated  income  statement for the nine months ended  September 30,
2000. Primarily due to discontinued  operations and including the effects of the
restatement  adjustments  and SAB 101,  total  assets  were  reduced  from  $106
million,  as previously  reported at September  30, 2001, to $85 million,  total
liabilities  were  reduced  from  $57  million  to  $39  million  and  therefore
stockholders'  equity was reduced from $49 million to $46 million.  A summary of
the effects of these items on previously reported results of operations follows:




                                                                    As
                                                                Previously     Effect of   Discontinued
                                                                 reported     Restatement   Operations     Restated
                                                                -----------   -----------   -----------   -----------
            Three Months Ended September 30, 2001
            -------------------------------------
                                                                                              
Revenues....................................................    $   76,585    $      (61)   $     (309)   $   76,215
Costs and expenses..........................................        65,396            93          (539)       64,950
                                                                -----------   -----------   -----------   -----------
Income from continuing operations before income taxes.......        11,189          (154)          230        11,265
Provision for income taxes..................................         3,928           149          (332)        3,745
                                                                -----------   -----------   -----------   -----------
Income from continuing operations...........................         7,261          (303)          562         7,520
Income (loss) from discontinued operations..................             -             -          (562)         (562)
                                                                -----------   -----------   -----------   -----------
Net income applicable to common shareholders................    $    7,261    $     (303)   $        -    $    6,958
                                                                -----------   -----------   -----------   -----------
Basic EPS...................................................    $      .34    $     (.02)   $     -       $      .32
                                                                -----------   -----------   -----------   -----------
Diluted EPS.................................................    $      .34    $     (.02)   $     -       $      .32
                                                                -----------   -----------   -----------   -----------


             Nine months Ended September 30, 2001
             ------------------------------------
Revenues....................................................    $  224,398    $     (189)   $     (861)   $  223,348
Costs and expenses..........................................       195,627          (817)       (1,035)      193,775
                                                                -----------   -----------   -----------   -----------
Income from continuing operations before income taxes.......        28,771           628           174        29,573
Provision for income taxes..................................         9,840           204          (332)        9,712
                                                                -----------   -----------   -----------   -----------
Income from continuing operations...........................        18,931           424           506        19,861
Income (loss) from discontinued operations..................             -             -          (506)         (506)
                                                                -----------   -----------   -----------   -----------
Net income applicable to common shareholders................    $   18,931    $      424    $        -    $   19,355
                                                                -----------   -----------   -----------   -----------
Basic EPS...................................................    $      .88    $      .02    $     -       $      .90
                                                                -----------   -----------   -----------   -----------
Diluted EPS.................................................    $      .88    $      .02    $     -       $      .90
                                                                -----------   -----------   -----------   -----------








                                                      As                       Effect of
                                                  Previously     Effect of    Adoption of  Discontinued
                                                   reported     Restatement     SAB 101     Operations     Restated
                                                  -----------   -----------   -----------   -----------   -----------
     Three Months Ended September 30, 2000
     -------------------------------------
                                                                                           
Revenues........................................  $   65,616    $      176    $        -    $     (106)   $   65,686
Costs and expenses..............................      55,821           531           138          (164)       56,326
                                                  -----------   -----------   -----------   -----------   -----------
Income from continuing operations before income
  taxes and cumulative change in accounting
  principle.....................................       9,795          (355)         (138)           58         9,360
Provision (benefit) for income taxes............       2,463          (126)          (48)          285         2,574
                                                  -----------   -----------   -----------   -----------   -----------
Income from continuing operations before
  cumulative effect of change in accounting
  principle.....................................       7,332          (229)          (90)         (227)        6,786
Income from discontinued operations.............           -             -             -           227           227
                                                  -----------   -----------   -----------   -----------   -----------
Net income applicable to common shareholders....  $    7,332    $     (229)   $      (90)   $        -    $    7,013
                                                  -----------   -----------   -----------   -----------   -----------
Basic EPS.......................................  $      .33    $     (.01)   $        -    $        -    $      .31
                                                  -----------   -----------   -----------   -----------   -----------
Diluted EPS.....................................  $      .32    $     (.01)   $        -    $        -    $      .31
                                                  -----------   -----------   -----------   -----------   -----------

      Nine months Ended September 30, 2000
      ------------------------------------
Revenues........................................  $  181,749    $    1,148    $        -    $   (1,791)   $  181,106
Costs and expenses..............................     160,460          (780)          408        (1,580)      158,508
                                                  -----------   -----------   -----------   -----------   -----------
Income from continuing operations before income
  taxes and cumulative change in accounting
  principle.....................................      21,289         1,928          (408)         (211)       22,598
Provision (benefit) for income taxes............       6,027           668          (142)          388         6,941
                                                  -----------   -----------   -----------   -----------   -----------
Income from continuing operations before
  cumulative effect of change in accounting
  principle.....................................      15,262         1,260          (266)         (599)       15,657
Income from discontinued operations.............           -             -             -           599           599
Cumulative effect of change in accounting
  principle.....................................           -             -        (1,013)            -        (1,013)
                                                  -----------   -----------   -----------   -----------   -----------
Net income......................................      15,262         1,260        (1,279)            -        15,243
Dividends on preferred shares...................           4             -             -             -             4
                                                  -----------   -----------   -----------   -----------   -----------
Net income applicable to common shareholders....  $   15,258    $    1,260    $   (1,279)   $        -    $   15,239
                                                  -----------   -----------   -----------   -----------   -----------
Basic EPS.......................................  $      .68    $      .06    $     (.06)   $     -       $      .68
                                                  -----------   -----------   -----------   -----------   -----------
Diluted EPS.....................................  $      .67    $      .06    $     (.06)   $     -       $      .67
                                                  -----------   -----------   -----------   -----------   -----------



Note 2 - Contingencies


     Subsequent  to December 31, 2000,  the Company and various of its executive
officers  were named in multiple  putative  securities  class action  complaints
filed in both the United  States  District  Courts for the  Eastern  and Western
Districts of Oklahoma  seeking  unspecified  damages on the basis of allegations
that the Company issued false and misleading  financial  information,  primarily
related  to the method  the  Company  used to  account  for  commission  advance
receivables  from sales  associates.  These  complaints have been transferred to
Western  District of Oklahoma  where motions to  consolidate  them into a single
proceeding are pending. An amended and consolidated  complaint was filed on June
14, 2001,  and the Company  filed a motion to dismiss the  complaint on July 24,
2001. The  plaintiffs  filed a response to the motion to dismiss on September 4,
2001 and the Company's  reply brief was filed on September  24, 2001.  Under the
Private Securities Litigation Reform Act of 1995, discovery is stayed during the
pendency  of a motion to dismiss.  Costs of defense of these  cases  through the
motion to dismiss  stage are not expected to be  material.  While the outcome of
these cases is uncertain,  the Company  believes these actions are without merit
and will vigorously defend these actions.  However,  an unfavorable  decision in
this litigation could have a material adverse effect on the Company's  financial
position, results of operations and cash flows.

     Also, in January 2001, the Company received  inquiries from the Division of
Enforcement  of  the  SEC  requesting  information  relating  primarily  to  the
Company's  accounting  policies for commission  advance  receivables  from sales
associates.  The  Company  has had no  further  contact  from  the  Division  of
Enforcement.  The Division of Enforcement's  inquiries were informal and did not
constitute  a formal  investigation  or  proceeding.  The  Company  is unable to
determine the ultimate outcome of this inquiry,  including  whether the Division
of Enforcement will continue the inquiry subsequent to the Company's decision to
restate its financial statements.

     On June 7, 2001 and August 3, 2001,  shareholder  derivative  actions  were
filed by alleged company shareholders,  Bruce A. Hansen and Donna L. Hansen, and
Roger  Strykowski,  respectively,  against all of the  directors  of the Company
seeking  unspecified  actual and punitive damages on behalf of the Company based
on allegations of breach of fiduciary duty, corporate waste and mismanagement by
the defendant directors.  The derivative actions are in the preliminary pleading
stage. The complaints allege that the defendant  directors caused the Company to
violate generally accepted accounting  principles and federal securities laws by
improperly capitalizing commission expenses, caused the Company to allegedly pay
increased  salaries  and  bonuses  based upon  financial  performance  which was
allegedly  improperly  inflated  and  caused the  Company to expend  significant
dollars in connection with the defense of its accounting policy,  including cost
incurred  in  connection  with  the  defense  of the  securities  class  actions
described  above,  and in connection with purchase of its own shares on the open
market at allegedly  artificially  inflated  prices.  The Company  believes that
these derivative  actions are related to the securities class actions  described
above and may be intended to circumvent the restrictions on the securities class
actions imposed by the Private  Securities  Litigation Reform Act of 1995. While
the  outcome of these cases is  uncertain,  based on the  information  currently
available to the Company,  it appears  that the  complaints  should be dismissed
because the  plaintiffs  failed to make or excuse the requisite  demand that the
Company pursue the claims of alleged misconduct.

     In the  second  quarter  of 2001 and  through  January  4,  2002,  multiple
lawsuits were filed  against the Company,  certain  sales  associates  and other
unnamed  defendants in Alabama state courts by current or former members seeking
unspecified actual and punitive damages for alleged breach of contract and fraud
in connection with the sale of memberships.  As of January 30, 2002, the Company
was aware of 20 separate  lawsuits  involving  approximately 110 plaintiffs that
have  been  filed in  multiple  counties  in  Alabama  and it is  possible  that
additional  cases  will be  filed.  These  cases  make  allegations  similar  to
allegations  made in cases previously filed against the Company in Alabama state
courts by multiple plaintiffs which was previously settled for a payment of $1.5
million to settle claims by 97 separate  claimants.  In January 2002, one of the
law firms  representing  individual  plaintiffs filed a putative class action on
behalf of all  Alabama  residents  purchasing  memberships  seeking  damages and
injunctive  relief  based on  alleged  failures  to provide  coverage  under the
memberships.  Based on the Company's preliminary investigation of the new cases,
the facts involved are in many respects  significantly  different from the facts
involved in the case the company previously settled.  These cases are all in the
preliminary stages and the ultimate outcome is not determinable.

     On June 29,  2001,  an action was filed in the  District  Court of Canadian
County,  Oklahoma by Gina Cotwitz against the Company. This action is a putative
class  action on  behalf of all sales  associates  of the  Company  and  alleges
violations  of the  Oklahoma  Consumer  Protection  Act,  the  Oklahoma  Uniform
Consumer  Credit Code and breach of contract in  connection  with certain of the
Company's practices relating to advancing  commissions to sales associates.  The
Company  has  filed  an  answer  denying  the  plaintiff's  claims  and  raising
affirmative  defenses and intends to vigorously defend this case. The case is in
the preliminary stages and the ultimate outcome is not determinable.

     The Company is a defendant  in various  other  legal  proceedings  that are
routine and incidental to its business.  The Company will vigorously  defend its
interests in these proceedings.  While the ultimate outcome of these proceedings
is not  determinable,  the  Company  does not  currently  anticipate  that these
contingencies  will  result in any  material  adverse  effect  to its  financial
condition or results of operation.

Note 3 - Treasury Stock Purchases

     The Company  announced on April 6, 1999, a treasury stock purchase  program
authorizing  management to acquire up to 500,000 shares of the Company's  common
stock.  The Board of Directors has  increased  such  authorization  from 500,000
shares to 3 million shares during  subsequent  board meetings.  At September 30,
2001,  the Company had purchased 2.6 million  shares under these  authorizations
for a total  consideration  of $62.6  million,  an  average  price of $24.07 per
share.

     Treasury  stock  purchases  will be  made at  prices  that  are  considered
attractive by  management  and at such times that  management  believes will not
unduly impact the Company's liquidity. No time limit has been set for completion
of the  purchase  program.  The  Company  obtained  on  November 6, 2001 a $17.5
million line of credit facility that may be used for additional purchases.

Note 4 - Earnings Per Share

     Basic  earnings  per  common  share are  computed  by  dividing  net income
applicable to common  stockholders  by the weighted  average number of shares of
common stock outstanding during the respective periods.

     Diluted  earnings  per common  share are  computed by  dividing  net income
applicable to common  stockholders  by the weighted  average number of shares of
common  stock and common stock  equivalents  outstanding  during the  respective
periods.  The $3.00  Cumulative  Convertible  Preferred  stock  and the  Special
Preferred stock are considered to be dilutive  common stock  equivalents for all
periods through the conversion/redemption date and the number of shares issuable
on  conversion  of the  $3.00  Cumulative  Convertible  Preferred  stock and the
Special  Preferred  Stock is added to the  weighted  average  number  of  common
shares. At December 31, 2000 all such shares had been converted or redeemed. The
weighted  average  number of common  shares is also  increased  by the number of
shares  issuable  on the  exercise of options  less the number of common  shares
assumed  to have been  purchased  with the  proceeds  from the  exercise  of the
options  pursuant to the treasury stock method;  those  purchases are assumed to
have been made at the average  price of the common stock  during the  respective
period.



                                                                             Three months Ended   Nine months Ended
                                                                               September 30,        September 30,
                                                                            -------------------- --------------------
Basic Earnings Per Share:                                                      2001       2000      2001      2000
                                                                            --------- ---------- --------- ----------
Earnings:
                                                                                               
Income from continuing operations before cumulative effect
  of change in accounting principle......................................   $  7,520  $   6,786  $  19,861 $  15,657
Less dividends on preferred shares.......................................          -          -          -         4
                                                                            --------- ---------- --------- ----------
Income from continuing operations before cumulative effect of change in
  accounting principle applicable to common stockholders.................   $  7,520  $   6,786  $  19,861 $  15,653
                                                                            --------- ---------- --------- ----------
Shares:
Weighted average shares outstanding......................................     21,351     22,497     21,586    22,531
                                                                            --------- ---------- --------- ----------

Diluted Earnings Per Share:
Earnings:
Income from continuing operations before cumulative effect of change in
  accounting principle available to common stockholders after assumed
  conversions............................................................   $  7.520  $   6,786  $  19,861 $  15,657
                                                                            --------- ---------- --------- ----------
Shares:
Weighted average shares outstanding......................................     21,351     22,497     21,585    22,531
Assumed conversion of preferred stock....................................          -          -          -        46
Assumed exercise of options..............................................         63        164         39       142
                                                                            --------- ---------- --------- ----------
Weighted average number of shares, as adjusted...........................     21,414     22,661     21,624    22,719
                                                                            --------- ---------- --------- ----------



Note 5 - Discontinued Operations

     On December  31, 2001 the Company  completed  the sale of its wholly  owned
subsidiary  UFL. The Company  received a $2.8 million  dividend and $1.2 million
from the sale of 100% of UFL stock.  Net assets of $4.0 million and $4.5 million
have  been   segregated  on  the  September  30,  2001  and  December  31,  2000
Consolidated  Balance Sheets,  respectively.  The sale is not expected to have a
significant impact on reported earnings or stockholders' equity for 2001. Assets
and liabilities of UFL's discontinued operations were as follows:




                                                                          September 30,     December 31,
                                                                             2001              2000
                                                                        ---------------   ---------------
                                                                                    
                 Cash...............................................    $          111    $          704
                 Available-for-sale investments, current............               190               495
                 Amount due from coinsurer..........................            14,420            12,242
                 Available-for-sale investments, non-current........             7,441             6,795
                 Investment pledged.................................             1,800             1,799
                 Property and equipment, net........................               751               699
                 Goodwill, net......................................               558               616
                 Other assets.......................................             2,022             2,082
                                                                        ---------------   ---------------
                 Total assets.......................................            27,293            25,432
                                                                        ---------------   ---------------

                 Accident and health reserves.......................            14,420            12,242
                 Life insurance reserves, current...................               971               976
                 Accounts payable and accrued expenses..............               261                54
                 Life insurance reserves, non-current...............             7,643             7,656
                                                                        ---------------   ---------------
                 Total Liabilities..................................            23,295            20,928
                                                                        ---------------   ---------------
                 Net assets of UFL's discontinued operations........    $        3,998    $        4,504
                                                                        ---------------   ---------------



     The results of  operations  of the UFL  segment  have been  segregated  and
reported as discontinued  operations in the  Consolidated  Statements of Income.
Cash  flow  impacts  of  discontinued  operations  have been  segregated  in the
Consolidated  Statements  of Cash  Flows.  Details of income  from  discontinued
operations, net of income tax, are as follows:



                                                                     Three Months Ended        Nine Months Ended
                                                                       September 30,             September 30,
                                                                    ----------------------   -----------------------
                                                                     2001         2000         2001         2000
                                                                    ----------  ----------   ----------   ----------
                                                                                              
Revenues.........................................................   $     309   $     106    $     861    $   1,791
                                                                    ----------  ----------   ----------   ----------
Income (loss) from discontinued operations, net of tax benefit
  of $0 and $285 for three months and $0 and $388 for the nine
  months ended September 30, 2001 and 2000, respectively.........   $    (562)  $     227    $    (506)   $     599
                                                                    ----------  ----------   ----------   ----------




Note 6 - Recent Issued Accounting Pronouncements and Accounting Change

     SFAS  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities,"  ("SFAS 133") was issued in June 1998. This Statement,  as amended,
establishes  accounting  and  reporting  standards for  derivative  instruments,
including   certain   derivative   instruments   embedded  in  other  contracts,
(collectively  referred  to as  derivatives)  and  for  hedging  activities.  It
requires  that  an  entity   recognize  all  derivatives  as  either  assets  or
liabilities in the statement of financial position and measure those instruments
at fair value.  The  accounting  for  changes in the fair value of a  derivative
(that is, gains and losses)  depends on the intended use of the  derivative  and
the resulting designation.  SFAS 133, as amended, applies to all entities and is
effective for all fiscal quarters of fiscal years beginning after June 15, 2000.
The Company  adopted SFAS 133, as amended,  on January 1, 2001 as required.  The
Company did not hold any derivative instruments at January 1, 2001 and there was
no effect on the  consolidated  financial  statements  upon the adoption of SFAS
133.

     In  July  2001,  the  Financial   Accounting  Standards  Board  issued  new
pronouncements: SFAS 141, "Business Combinations"; SFAS 142, "Goodwill and Other
Intangible Assets"; and SFAS 143, "Accounting for Asset Retirement Obligations."
SFAS 141,  which  requires the purchase  method of  accounting  for all business
combinations, applies to all business combinations initiated after June 30, 2001
and to all business  combinations  accounted for by the purchase method that are
completed  after June 30, 2001. SFAS 141 will not apply to the Company unless it
enters into a future  business  combination.  SFAS 142 requires that goodwill as
well as other intangible assets be tested annually for impairment.  In addition,
the  Statement  eliminates  the  current  requirement  to  amortize  goodwill or
intangible  assets with  indeterminate  lives, and is effective for fiscal years
beginning after December 15, 2001. SFAS 143 requires entities to record the fair
value of a liability for an asset  retirement  obligation in the period in which
it is  incurred  and a  corresponding  increase  in the  carrying  amount of the
related long-lived asset. SFAS 143 is effective for fiscal years beginning after
June 15, 2002.  The Company does not expect SFAS 142 or143 to materially  impact
its reported results.

     SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of  Long-Lived
Assets",  (SFAS 144") is effective for the Company for the fiscal year beginning
January 1, 2002,  and addresses  accounting  and reporting for the impairment or
disposal of long-lived assets. SFAS 144 supersedes SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
and APB Opinion No. 30,  "Reporting  the Results of  Operations - Reporting  the
Effects  of  Disposal  of a  Segment  of  a  Business."  SFAS  144  retains  the
fundamental provisions of SFAS No. 121 and expands the reporting of discontinued
operations to include all  components of an entity with  operations  that can be
distinguished  from the rest of the entity and that will be eliminated  from the
ongoing  operations  of  the  entity  in a  disposal  transaction.  The  Company
estimates that the new standard will not have a material impact on its financial
statements but is still in the process of evaluating the impact on its financial
statements.

     Codification of Statutory Accounting Principles
     In March 1998, the National Association of Insurance  Commissioners adopted
the Codification of Statutory Accounting  Principles (the  "Codification").  The
Codification,  which  is  intended  to  standardize  regulatory  accounting  and
reporting to state insurance departments, is effective January 1, 2001. However,
statutory  accounting  principles  will continue to be established by individual
state laws and permitted practices.  The State of Oklahoma will require adoption
of the  Codification  for the  preparation  of  statutory  financial  statements
effective January 1, 2001. The Company's adoption of the Codification  increased
the statutory capital and surplus of its regulated subsidiaries as of January 1,
2001 by $798,000.

     Accounting Change
     SEC Staff Accounting  Bulletin No. 101,  "Revenue  Recognition in Financial
Statements,"   ("SAB  101")  was  issued  December  1999.  This  Staff  Bulletin
summarizes   certain  of  the  staff's  views  in  applying  generally  accepted
accounting  principles to revenue recognition in financial  statements.  SAB 101
was  effective  no later than the  fourth  fiscal  quarter of the fiscal  years,
beginning after December 15, 1999. The Company implemented SAB 101 in the fourth
quarter  of  2000  but  effective   January  1,  2000,   and  has  deferred  the
non-refundable  $10 Membership and $47 of the associate  enrollment fees and the
related direct  incremental  costs associated with services provided members and
associates in return for such fees.  These  deferred  revenues and related costs
will be amortized to income over the  estimated  life of the  Membership  or the
estimated  average active  service  period of associates  which at September 30,
2001 were 3.6 years and one year,  respectively.  The  implementation of SAB 101
resulted in a cumulative  effect type  adjustment of $1.0  million,  net of tax,
which  decreased net income for the nine months ended  September  30, 2000.  See
Note 1.



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
Pre-Paid Legal Services, Inc.

We have reviewed the accompanying  consolidated  balance sheet of Pre-Paid Legal
Services,  Inc.  and  subsidiaries  as of September  30,  2001,  and the related
consolidated  statements of income,  comprehensive income and cash flows for the
three-month  and  nine-month  periods ended  September 30, 2001 and 2000.  These
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America,  the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with accounting principles generally accepted in the United States of America.

As discussed in Note 1, the consolidated  financial statements referred to above
have been restated primarily to change the accounting  treatment for payments to
associates for membership commission advances and related revenue recognition to
be  consistent  with such  treatment.  Additionally,  as discussed in Note 6 the
Company changed certain of its revenue  recognition  policies as a result of the
adoption of Staff Accounting Bulletin No. 101 "Revenue  Recognition in Financial
Statements."

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United States of America,  the consolidated  balance sheet as of
December  31,  2000,  and  the  related   consolidated   statements  of  income,
comprehensive  income,  cash flows and changes in  stockholders'  equity for the
year then ended (not presented herein) and in our report dated January 30, 2002,
we expressed an unqualified opinion on those consolidated  financial statements.
In  our  opinion,  the  information  set  forth  in the  accompanying  condensed
consolidated  balance  sheet as of December 31, 2000, is fairly  stated,  in all
material respects,  in relation to the consolidated  balance sheet from which it
has been derived.



GRANT THORNTON LLP

Oklahoma City, Oklahoma
February 22, 2002



ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           ---------------------------------------------------------------
           RESULTS OF OPERATIONS
           ---------------------

     Results of Operations
     ---------------------

     The  Company  reported  net  income  applicable  to common  shares of $19.4
million,  or $.89 per diluted common share,  for the nine months ended September
30, 2001,  up 27% from net income  applicable  to common  stockholders  of $15.2
million,  or $.67 per diluted  common share,  for the  comparable  period of the
prior year after an after-tax  charge of $1.0 million relating to the cumulative
effect on prior years of adopting SAB 101. See Note 6.

     Membership  fees  totaled  $193.8  million  during 2001  compared to $154.3
million for 2000, an increase of 26%.  Membership fees and their impact on total
revenues  in any  period  are  determined  directly  by  the  number  of  active
Memberships in force during any such period. The active Memberships in force are
determined  by both the number of new  Memberships  sold in any period  together
with the renewal rate of existing Memberships. New Membership sales increased 9%
during the nine months ended  September 30, 2001 to 548,967 from 504,408  during
the  comparable  period of 2000.  At September  30, 2001,  there were  1,216,889
active  Memberships  in force  compared to 1,018,181 at September  30, 2000,  an
increase  of 20%.  Additionally,  the  average  annual  fee per  Membership  has
increased  from $243 for all  Memberships in force at September 30, 2000 to $251
for all Memberships in force at September 30, 2001, a 3% increase. This increase
is a result of a higher  portion  of  active  Memberships  containing  the Legal
Shield benefit and the additional  pre-trial hours benefit at an additional cost
and increased sales of the Business Owners' Legal Solutions plan.

     Associate  services revenue  increased 14% from $23.5 million for the first
nine months of 2000 to $26.8 million during the same period of 2001 primarily as
a result of more new  associates  recruited  and of the Fast Start program which
generated  training fees of  approximately  $14.6 million  during the first nine
months of 2001 compared to $12.7 million for the comparable  period of 2000. The
field training program,  titled Fast Start to Success ("Fast Start") is aimed at
increasing the level of new Membership sales per associate.  Fast Start requires
a training fee of $184 per new associate and upon  successful  completion of the
program provides for the payment of certain training bonuses.  The $14.6 million
and $12.7 million for the nine month periods ending September 30, 2001 and 2000,
respectively,  in training fees was comprised of $184 from each of approximately
79,584 new sales  associates who elected to participate in Fast Start during the
first  nine  months of 2001  compared  to 69,251  that  participated  during the
comparable period of 2000. New associates  enrolled during the first nine months
of 2001 were 83,193  compared to 74,273 for the same period of 2000, an increase
of 12%.  Effective  April 2001, the Company  modified its  compensation  plan to
consolidate the lower four levels of its compensation structure into two levels.
At the same time,  the  Company  implemented  a  two-year  advance at the lowest
commission  level  for  associates  who  participate  in the  training  program.
Associates who do not  participate in the training  program  receive only earned
commissions  until they meet the  advancement  qualification  requiring  them to
produce 50 new memberships in their organization in order to advance to the next
compensation level and qualify for up to 3 years commission  advance.  Effective
October 1, 2001 the Company  implemented a policy whereby the associate receives
only  earned  commissions  on the first  three sales  unless the  associate  has
successfully completed the Fast Start training program.

     Product sales declined 95% during the nine months ended  September 30, 2001
to $44,000 from $864,000 for the comparable  period of 2000 primarily due to the
concentration  on Membership  sales as opposed to the sale of goods and services
following  the TPN  acquisition.  Product sales are expected to be immaterial in
2001 and future periods as the Company no longer encourages product sales.

     Other income  increased from $2.4 million for the first nine months of 2000
to $2.7 million during the same period of 2001.

     Primarily  as a result of the  increase in  Membership  fees and  associate
services,  total revenues  increased to $223.3 million for the nine months ended
September 30, 2001 from $181.1 million during the comparable  period of 2000, an
increase of 23%.

     Membership  benefits  totaled  $64.0  million  for the  nine  months  ended
September 30, 2001 compared to $50.0 million for the comparable  period of 2000,
an increase of 28%, and represented  33.0% and 32.4% of Membership fees for 2001
and 2000, respectively.  This Membership benefit ratio (Membership benefits as a
percentage   of  Membership   fees)  should   remain  near  current   levels  as
substantially all active Memberships provide for a capitated benefit.

     Commissions  to  associates  increased  17% to $84.0  million  for the nine
months ended  September 30, 2001  compared to $72.0  million for the  comparable
period of 2000, and represented 43% and 47% of Membership fees for such periods.
These  amounts  were  reduced by $1.8  million and $1.3  million,  respectively,
representing  Membership  lapse fees.  These fees are determined by applying the
prime  interest rate to the advance  commission  payment  balance  pertaining to
lapsed  Memberships.  The Company realizes and recognizes this fee only when the
amount of the calculated fee is collected by withholding  from cash  commissions
due the  associate,  because the Company's  ability to recover fees in excess of
current payments is primarily dependent on the associate selling new Memberships
which qualify for advance commission payments. Commissions to associates per new
membership sold were $153 per membership for the nine months ended September 30,
2001 compared to $143 for the  comparable  period of 2000.  This $10 increase in
commissions per new member was primarily due to increased advance commissions to
new associates during the second and third quarter of 2001.

     Associate services and direct marketing expenses increased to $21.3 million
for the nine  months  ended  September  30,  2001  from  $17.0  million  for the
comparable period of 2000. Fast Start bonuses incurred were  approximately  $7.0
million  during the first nine months of 2001  compared  to $5.6  million in the
same  period  of 2000.  Additional  costs  due to  increased  enrollment  of new
associates  and  purchases of marketing and  promotional  supplies by associates
also contributed to the increase.  These expenses also include  marketing costs,
other than commissions, that are directly associated with new Membership sales.

     General and administrative  expenses during the nine months ended September
30,  2001 and 2000 were  $20.8  million  and $16.4  million,  respectively,  and
represented  10.8%  and  10.7% of  Membership  fees for such  years.  Management
expects further gradual  decreases in general and  administrative  expenses when
expressed as a percentage of Membership fees as a result of certain economies of
scale.

     Product costs  declined to $33,000 for the nine months ended  September 30,
2001 from $621,000 for the comparable period of 2000 in conjunction with the 95%
decline in product  sales.  Product  costs are expected to be immaterial in 2001
and future periods as the Company no longer encourages product sales.

     Other expenses,  which includes  depreciation  and amortization and premium
taxes reduced by interest income,  increased to $3.7 million for the nine months
ended  September 30, 2001 from $2.4 million for the  comparable  period of 2000.
Depreciation  and  amortization  increased  to $3.0  million  for the first nine
months of 2001 from $2.0  million  for the  comparable  period of 2000.  Premium
taxes increased from $1.2 million for the nine months ended 2000 to $1.7 million
for the same period of 2001. Interest income increased by approximately  $75,000
for  the  first  nine  months  of 2001 to $2.0  million  due to an  increase  in
investment balances.

     The  Company  has  recorded a provision  for income  taxes of $9.7  million
(32.8% of pretax  income)  for the first nine  months of 2001  compared  to $6.9
million  (30.7% of pretax  income) for the same period of 2000.  The decrease in
the effective tax rate for 2000 was due to the recognition of certain income tax
credits.

     The results of  operations  of the UFL  segment  have been  segregated  and
reported as discontinued  operations in the  Consolidated  Statements of Income.
Income (loss) from discontinued  operations,  net of income tax, are $(506,000),
net of tax of $0 and $599,000 net of tax benefit of $388,000 for the nine months
ended September 30, 2001 and 2000, respectively.

     The Company did not pay  preferred  stock  dividends  during the first nine
months of 2001 since during the second  quarter of 2000, all shares of preferred
stock were  converted into shares of common stock or repurchased by the Company.
Dividends  paid on  outstanding  preferred  stock were $4,000 for the nine-month
period ended September 30, 2000.


Results of Operation - Third Quarter of 2001 compared to
                       ---------------------------------
                       the Third Quarter of 2000
                       -------------------------

     The results of  operations  in the third  quarter of 2001,  compared to the
third quarter of 2000, reflect increases in revenues and expenses primarily as a
result of the same factors  discussed in the comparison of the first nine months
of 2001 to the first nine months of 2000.

     Total  revenues  increased  16% or  approximately  $10.5  million  to $76.2
million in the third  quarter  of 2001  compared  to $65.7  million in the third
quarter of 2000,  primarily  as a result of  increases  in  membership  premiums
offset by a reduction in associate  services  revenue.  The  membership  premium
increase  of 23%  primarily  resulted  from an increase in the number of average
active  memberships  during the third  quarter of 2001  compared  to the similar
period in 2000.  Associate services revenue decreased 24% from $10.1 million for
the  third  quarter  of 2000 to $7.7  million  during  the same  period  of 2001
primarily as a result of fewer new associates being recruited.

     Membership  benefits  totaled  $22.1  million  in the  2001  third  quarter
compared to $18.3 million in the 2000 third quarter and resulted in a loss ratio
of 33% for both periods.

     Commissions  to  associates  increased  23% to $28.9  million for the three
months ended  September 30, 2001  compared to $23.5  million for the  comparable
period of 2000, and represented  43% of Membership fees for both periods.  These
amounts  were  reduced by  $577,000  and  $559,000,  respectively,  representing
Membership  lapse fees.  Commissions to associates per new membership  sold were
$161 per  membership  for the three months ended  September 30, 2001 compared to
$139 for the comparable period of 2000. This $22 increase in commissions per new
member was  primarily due to increased  advance  commissions  to new  associates
during the third quarter of 2001.  Effective October 1, 2001 new associates must
qualify to receive advance  commissions;  accordingly  management expects future
commission payments per new member to be between $145 and $155.

     Associate  services and direct marketing expenses decreased to $5.3 million
for the third  quarter of 2001 from $7.1  million for the  comparable  period of
2000  primarily  due to the  reduction in new  associates  recruited  during the
period.

     General and administrative expenses during the three months ended September
30,  2001  and 2000  were  $7.0  million  and $5.9  million,  respectively,  and
represented 10.3% and 10.7% of Membership fees.

     The  Company  has  recorded a provision  for income  taxes of $3.7  million
(33.2% of pretax income) for the three months ended  September 30, 2001 compared
to $2.6  million  (27.5%  of pretax  income)  for the same  period of 2000.  The
decrease  in the  effective  tax rate for  2000  was due to the  recognition  of
certain income tax credits.

     The results of  operations  of the UFL  segment  have been  segregated  and
reported as discontinued  operations in the  Consolidated  Statements of Income.
Income (loss) from discontinued  operations,  net of income tax, are $(562,000),
net of tax of $0 and  $227,000  net of tax  benefit  of  $285,000  for the three
months ended September 30, 2001 and 2000, respectively.

     The above factors resulted in a 2001 third quarter net income applicable to
common  shareholders of $7.0 million,  or $.32 per share,  diluted,  compared to
$7.0 million, or $.31 per share, for the third quarter of 2000.

     Liquidity and Capital Resources
     -------------------------------
     General
     Consolidated  net cash  provided  by  operating  activities  of  continuing
operations  was $25.8 million for the first nine months of 2001 compared to cash
provided of $16.8  million for the 2000 period.  The increase of $9.0 million in
cash  provided  by  operating  activities  during the first nine  months of 2001
compared to the same period of 2000 resulted  primarily from the increase in net
income of $4.1 million,  a net increase in deferred member and associate service
costs of $3.3 million,  a net increase in accounts  payable and accrued expenses
of $2.5  million,  a net  increase  in other  assets of $1.6  million and a $1.1
million change in loss from discontinued operations offset by a $4.9 million net
increase in deferred revenue and fees.

     Consolidated net cash used in investing activities of continuing operations
was $7.8 million for the first nine months of 2001  compared to net cash used in
investing  activities of $9.8 million for the  comparable  period of 2000.  This
$2.0 million  decrease in cash used in investing  activities  resulted  from the
$8.2 million change in the maturities and sales of investments  offset by a $3.5
million  increase in the purchases of investments and the $2.7 million  increase
in net additions to property and equipment.

     Net cash used in financing  activities of continuing  operations during the
first nine months of 2001 was $15.9  million  compared  to $2.3  million for the
comparable period of 2000. This $13.6 million change was primarily  comprised of
the $12.6  million  increase in cash used to acquire  treasury  stock during the
first nine months of 2001.

     The Company had a consolidated  working  capital surplus of $5.9 million at
September  30,  2001,  a decrease of $1.4  million  compared  to a  consolidated
working capital of $7.3 million at December 31, 2000. The $1.4 million  decrease
in working capital during the first nine months of 2001 was primarily the result
of a $1.2 million increase in deferred Membership revenue and fees and associate
fees, a $1.8 million  decrease in deferred income taxes offset by a $2.1 million
increase in cash and cash equivalents.

     At  September  30,  2001 the  Company  reported  $35.9  million in cash and
investments  (after utilizing more than $15.8 million to purchase  approximately
917,000  shares of its common stock during the nine months ending  September 30,
2001) compared to $31.5 million at December 31, 2000. The Company's  investments
consist of common  stocks,  investment  grade  (rated  Baa or higher)  preferred
stocks and investment grade bonds primarily  issued by corporations,  the United
States Treasury, federal agencies,  federally sponsored agencies and enterprises
as well as mortgage-backed securities and state and municipal tax-exempt bonds.

     The  Company  generally  advances  significant  commissions  at the  time a
Membership is sold. During the nine months ended September 30, 2001, the Company
advanced  commissions of $83.9 million on new Membership sales compared to $73.0
million  for the same  period of 2000.  Since  approximately  94% of  Membership
premiums are collected on a monthly  basis,  a significant  cash flow deficit is
created at the time a  Membership  is sold.  This  deficit is reduced as monthly
premiums are remitted and commissions  payable on those Memberships are withheld
to recover the advance.

     The Company  expenses advance  commissions  ratably over the first month of
the related  membership.  As a result of this accounting  policy,  the Company's
commission  expenses are all recognized over the first month of a Membership and
there is no commission  expense  recognized for the same  Membership  during the
remainder  of the  advance  period.  The Company  tracks its advance  commission
payments  outstanding for internal purposes of analyzing its commission  advance
program.  While  not  recorded  as an asset,  unearned  commission  payments  to
associates for the nine months ended September 30, 2001 were:




                                                                                  (Amounts in 000's)
                                                                                 
Beginning unearned advance commission payments (1)...............................   $   167,193
Advance commission payments, net.................................................        83,947
Earned commissions applied.......................................................       (46,393)
Advance commission payment write-offs............................................        (1,399)
                                                                                    -------------
Ending unearned advance commission payments before
  estimated unrecoverable payments (1)...........................................       203,348
Estimated unrecoverable advance commission payments (1)..........................       (13,686)
Ending unearned advance commission payments, net (1).............................   -------------
                                                                                    $   189,662
                                                                                    -------------


(1)  These  amounts  do not  represent  fair  value,  as they do not  take  into
     consideration timing of estimated recoveries.

     The ending unearned advance  commission  payments,  net, above includes net
unearned advance commission payments to non-vested  associates of $18.4 million.
As such, at September 30, 2001 future  commission  payments and related  expense
should be reduced as unearned advance commission  payments of $171.3 million are
recovered.  Commissions  are earned by the associate as Membership  premiums are
earned by the Company,  usually on a monthly basis. The Company reduces unearned
advance commission  payments or remits payment to an associate,  as appropriate,
when commissions are earned.  Should a Membership lapse before the advances have
been recovered for each  commission  level,  the Company  generates an immediate
"charge-back"  to the applicable  sales  associate to recapture up to 50% of any
unearned  advance.  This  charge-back is deducted from any future  advances that
would otherwise be payable to the associate for additional new Memberships.  Any
remaining  unearned advance  commission  payment may be recovered by withholding
future  residual  earned  commissions  due  to an  active  associate  on  active
Memberships.  Additionally, even though a commission advance may have been fully
recovered on a particular Membership, no additional commission earnings from any
Membership  are  paid  to an  associate  until  all  previous  advances  on  all
Memberships, both active and lapsed, have been recovered.

     The  Company  has the  contractual  right to  require  associates  to repay
unearned advance commission  payments from sources other than earned commissions
including  cash (a) from  all  associates  either  (i) upon  termination  of the
associate  relationship,  which includes but is not limited to when an associate
becomes  non-vested or (ii) when it is ascertained  that earned  commissions are
insufficient  to repay the  unearned  advance  commission  payments and (b) upon
demand, from agencies or associates who are parties to the associate  agreements
signed  between  October  1989  and  July  1992 or July  1992  to  August  1998,
respectively.  The sources, other than earned commissions, that may be available
to recover  associate  unearned  advance  commission  payments  are  potentially
subject to  limitation  based on  applicable  state laws  relating to creditors'
rights generally.  Historically,  the Company has not demanded repayments of the
unearned advance commissions from associates,  including terminated  associates,
because collection efforts would likely increase costs and have the potential to
disrupt the Company's  relationships  with its sales  associates.  This business
decision by the Company has a significant  effect on the Company's  cash flow by
electing to defer  collection of advance payments of which  approximately  $13.7
million were not expected to be collected  from future  commissions at September
30, 2001. However, the Company regularly reviews the unearned advance commission
payments status of associates and will exercise its right to require  associates
to repay advances when management believes that such action is appropriate.

     The Company  believes that it has significant  ability to finance  expected
future growth in Membership  sales based on its existing amount of cash and cash
equivalents  and unpledged  investments  at September 30, 2001 of $31.5 million.
The Company expects to maintain cash and investment balances,  including pledged
investments,  on an on-going basis of approximately  $25 to $35 million in order
to meet expected working capital needs and regulatory capital requirements. Cash
balances in excess of this amount would be used for discretionary  purposes such
as treasury  stock  purchases.  The  Company  continues  to  consider  incurring
indebtedness  in order to  continue  or  increase  the rate of stock  purchases,
including  financing its new corporate  headquarters in order to allow cash flow
from operations to continue to be used to purchase stock.

     Subsequent event
     On  November 6, 2001,  the Company  entered  into a $17.5  million  line of
credit with Bank of Oklahoma,  N.A. in order to fund  additional  treasury stock
purchases.  The line of credit  provides  for  immediate  funding of up to $17.5
million  with  scheduled  repayments  beginning  February  15,  2002 and  ending
November 15, 2002 with interest at the Libor rate plus 2% per annum or the prime
rate minus 1/2 percent per annum as selected by the Company. The loan is secured
by  the  Company's  rights  to  receive  membership  fees  on a  portion  of its
memberships. The terms of this loan have various covenants customary for similar
transactions.

     Parent Company Funding and Dividends
     Although the Company is the  operating  entity in many  jurisdictions,  the
Company's  subsidiaries  serve as  operating  companies  in various  states that
regulate  Memberships as insurance or specialized  legal expense  products.  The
most  significant of these wholly owned  subsidiaries are PPLCI, UFL and PPLSIF.
The ability of PPLCI and PPLSIF to provide  funds to the Company is subject to a
number of  restrictions  under various  insurance laws in the  jurisdictions  in
which PPLCI and PPLSIF conduct business,  including limitations on the amount of
dividends  and  management  fees that may be paid and  requirements  to maintain
specified levels of capital and reserves.  In addition PPLCI will be required to
maintain its stockholders'  equity at levels sufficient to satisfy various state
or  provincial  regulatory  requirements,  the  most  restrictive  of  which  is
currently $3 million. Additional capital requirements of PPLCI or PPLSIF will be
funded  by  the  Company  in  the  form  of  capital  contributions  or  surplus
debentures.  At September 30, 2001,  neither UFL nor PPLSIF had funds  available
for  payment  of  substantial  dividends  without  the  prior  approval  of  the
respective  insurance  commissioners.  PPLCI had  approximately  $5  million  in
surplus funds available for payment of an ordinary dividend.

     Forward-Looking Statements
     All statements in this report concerning Pre-Paid Legal Services, Inc. (the
"Company") other than purely historical  information,  including but not limited
to,   statements   relating  to  the  Company's  future  plans  and  objectives,
discussions  with the  staff of the SEC,  expected  operating  results,  and the
assumptions  on which such  forward-looking  statements  are  based,  constitute
"Forward-Looking Statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are based
on the  Company's  historical  operating  trends and  financial  condition as of
September 30, 2001 and other information currently available to management.  The
Company  cautions  that the  Forward-Looking  Statements  are subject to all the
risks and uncertainties  incident to its business,  including but not limited to
risks  described  below.   Moreover,   the  Company  may  make  acquisitions  or
dispositions of assets or businesses,  enter into new marketing  arrangements or
enter into financing transactions. None of these can be predicted with certainty
and, accordingly, are not taken into consideration in any of the Forward-Looking
Statements  made herein.  For all of the foregoing  reasons,  actual results may
vary  materially  from the  Forward-Looking  Statements.  The Company assumes no
obligation  to  update  the  Forward-Looking  Statements  to  reflect  events or
circumstances occurring after the date of the statement.

     Risk Factors
     There  are a  number  of risk  factors  that  could  affect  our  financial
condition or results of  operations.  See Note 2 -  Contingencies  and Part II -
Item 1 Legal  Proceedings.  Please refer to page 33 and 34 of the Company's 2000
Annual Report on Form 10-K, as amended and restated,  for a description of other
risk factors.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         ----------------------------------------------------------

     The  Company's  consolidated  balance  sheets  include a certain  amount of
assets and liabilities  whose fair values are subject to market risk. Due to the
Company's significant  investment in fixed-maturity  investments,  interest rate
risk  represents  the  largest  market  risk  factor   affecting  the  Company's
consolidated financial position.  Increases and decreases in prevailing interest
rates  generally  translate into decreases and increases in fair values of those
instruments.  Additionally,  fair values of interest rate sensitive  instruments
may be  affected by the  creditworthiness  of the  issuer,  prepayment  options,
relative  values of  alternative  investments,  liquidity of the  instrument and
other general market conditions.

     As of September 30, 2001,  substantially  all of the Company's  investments
were in  investment  grade  (rated  Baa or higher)  fixed-maturity  investments,
interest-bearing   money  market  accounts  and  a   collateralized   repurchase
agreement.  The  Company  does not hold any  investments  classified  as trading
account assets or derivative financial instruments.

     The table below summarizes the estimated effects of hypothetical  increases
and  decreases  in interest  rates on the  Company's  fixed-maturity  investment
portfolio. It is assumed that the changes occur immediately and uniformly,  with
no effect  given to any steps  that  management  might take to  counteract  that
change. The hypothetical  changes in market interest rates reflect what could be
deemed best and worst case  scenarios.  The fair values  shown in the  following
table are based on  contractual  maturities.  Significant  variations  in market
interest  rates  could  produce  changes  in the  timing  of  repayments  due to
prepayment  options  available.  The  fair  value of such  instruments  could be
affected and, therefore, actual results might differ from those reflected in the
following table (dollars in 000's):



                                                                                               Estimated fair value
                                                                          Hypothetical change   after hypothetical
                                                                            in interest rate     change in interest
                                                             Fair Value  (bp=basis points)             rate
                                                             ----------  --------------------   --------------------

                                                                                        
Fixed-maturity investments at September 30, 2001 (1)........ $   27,568   100 bp increase        $       26,719
                                                                          200 bp increase                25,913
                                                                          50 bp decrease                 27,992
                                                                          100 bp decrease                28,438







Fixed-maturity investments at December 31, 2000 (1)......... $   25,480   100 bp increase        $       24,635
                                                                          200 bp increase                23,773
                                                                          50 bp decrease                 25,882
                                                                          100 bp decrease                26,261


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

(1)  Excluding short-term investments with a fair value of $3.5 million and $3.9
     million at September 30, 2001 and December 31, 2000, respectively. Includes
     UFL  investments  with a fair  value of $9.4  million  and $9.1  million at
     September 30, 2001 and December 31, 2000, respectively

     The table above illustrates,  for example,  that an instantaneous 200 basis
     point increase in market  interest rates at September 30, 2001 would reduce
     the estimated  fair value of the Company's  fixed-maturity  investments  by
     approximately  $1.7  million  at  that  date.  At  December  31,  2000,  an
     instantaneous  200 basis point increase in market interest rates would have
     reduced  the  estimated   fair  value  of  the   Company's   fixed-maturity
     investments  by  approximately  $1.7 million at that date.  The  definitive
     extent of the interest rate risk is not  quantifiable or predictable due to
     the variability of future interest rates,  but the Company does not believe
     such risk is material.

     The  Company  primarily  manages  its  exposure  to  interest  rate risk by
purchasing  investments that can be readily  liquidated should the interest rate
environment begin to significantly change.



                           PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS.
        ------------------

     See Note 2 of the Notes to Consolidated  Financial  Statements  included in
Part I, Item 1 of this report for information with respect to legal proceedings.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
        ---------------------------------

(a)   Exhibits: None
(b)   Reports on Form 8-K:

     The Company  filed Form 8-K dated August 3, 2001  providing  under Item 4 -
Changes in Registrant's  Certifying  Accountant  describing the Company's mutual
agreement with its  independent  auditor,  Deloitte & Touche LLP, to cease their
client-auditor relationship.

     The Company filed Form 8-K dated  September 19, 2001 providing under Item 4
-  Changes  in  Registrant's  Certifying  Accountant  describing  the  Company's
engagement  of  Grant  Thornton  LLP as its new  independent  accountants  as of
September 17, 2001.



                                   SIGNATURES
                                   ----------

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

                                   PRE-PAID LEGAL SERVICES, INC.


Date: February 22, 2002            /s/ Randy Harp
                                   ------------------------------
                                   Randy Harp
                                   Chief Operating Officer
                                   (Duly Authorized Officer)



Date: February 22, 2002            /s/ Steve Williamson
                                   -------------------------------
                                   Steve Williamson
                                   Chief Financial Officer
                                   (Principal Accounting Officer)