content: <PAGE>   1
  
               As filed with the Securities and Exchange Commission on May 1, 1998
                                            Registration No. 333-_________________
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
  
                                -------------------
  
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                -------------------
  
                                  ZALE CORPORATION
               (Exact name of registrant as specified in its charter)
  
          DELAWARE                                               75-0675400
  (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                             Identification No.)
                                                  
  
  
                              901 W. WALNUT HILL LANE
                              IRVING, TEXAS 75038-1003
               (Address of registrant's principal executive offices)
  
                            ZALE CORPORATION SAVINGS AND
                                  INVESTMENT PLAN
                                (Full Title of Plan)
  
                                -------------------
  
                                      Copy to:
  
           Alan P. Shor                               David G. McLane, Esq.
    Executive Vice President, Chief                  Gardere & Wynne, L.L.P.
  Logistics Officer and General Counsel                  1601 Elm Street
      901 West Walnut Hill Lane                            Suite 3000
      Irving, Texas 75038-1003                        Dallas, Texas 75201
          (972) 580-4000                                 (214) 999-4607
  
            (Name and address, including zip code, and telephone number,
              including area code, of registrant's agent for service)
  
  
  <TABLE>
  <CAPTION>
                                             CALCULATION OF REGISTRATION FEE
  ==========================================================================================================================
           TITLE OF EACH CLASS                              PROPOSED MAXIMUM       PROPOSED MAXIMUM
           OF SECURITIES TO BE          AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING       AMOUNT OF
              REGISTERED             REGISTERED (1) (2)        SHARE (3)             PRICE (1)(3)       REGISTRATION FEE (3) 
  --------------------------------------------------------------------------------------------------------------------------        
   <S>          <C>                       <C>                     <C>              <C>                      <C>
   Common Stock, $.01 par value           850,000 shares          $28.1562         $23,932,813              $7,060
  ==========================================================================================================================
  </TABLE>
  
  
  
  (1)          In addition, pursuant to Rule 416(c) under the Securities Act of
               1933, as amended (the "Securities Act"), this registration
               statement also covers an indeterminate amount of interests to be
               offered or sold pursuant to the employee benefit plan described
               herein.
  
  (2)          The shares of Common Stock, $.01 par value ("Common Stock"), of
               Zale Corporation, a Delaware corporation (the "Company"), being
               registered hereby consist of shares to be acquired by the Zale
               Corporation Savings and Investment Plan (the "Plan") for the
               accounts of participants.
  
  (3)          Calculated pursuant to Rule 457(h), based on the average of the
               high and low prices for the Common Stock on April 27, 1998 as
               reported on the New York Stock Exchange.
  ================================================================================
  <PAGE>   2
                                       PART I
  
                 INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.*
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
       *Information required by Part I to be contained in the Section 10(a)
       prospectus is omitted from the registration statement in accordance with
       Rule 428 under the Securities Act and the Note to Part I of Form S-8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       The following documents filed by the Company  with the Securities and
  Exchange Commission are incorporated by reference in this registration
  statement.
  
            (1)    The Company's Annual Report on Form 10-K for the fiscal year
                   ended July 31, 1997;
  
            (2)    All other reports filed by the Company pursuant to Section
                   13(a) or 15(d) of the Securities Exchange Act of 1934, as
                   amended (the "Exchange Act") since the end of the fiscal year
                   covered by the Annual Report on Form 10-K in (1) above; and
  
            (3)    The description of the Company's Common Stock contained in the
                   Company's Registration Statement on Form 8-A/A, as filed with
                   the Securities and Exchange Commission under Section 12(g) of
                   the Exchange Act on July 16, 1993, including any amendments or
                   reports filed for the purpose of updating such description.
  
       In addition, all documents subsequently filed by the Company or the Plan
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this registration
  statement and to be a part hereof from the date of filing of such documents.
  The consolidated financial statements of the Company appearing in its latest
  Annual Report on Form 10-K filed with the Securities and Exchange Commission on
  September 12, 1997, for the year ended July 31, 1997, have been audited by
  Arthur Andersen LLP, independent public accountants, as set forth in their
  report thereon included therein and incorporated herein by reference.  Such
  consolidated financial statements are, and audited consolidated financial
  statements to be included in subsequently filed documents will be, incorporated
  herein in reliance upon the reports of Arthur Andersen LLP, or such other
  auditors as the Company may employ, pertaining to such financial statements (to
  the extent covered by consents filed with the Securities and Exchange
  Commission) given upon the authority of such firm as experts in accounting and
  auditing.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The provisions of the Delaware General Corporation Law (the "DGCL") and
  the Registrant's Certificate of Incorporation set forth the extent to which the
  Registrant's directors and officers may be indemnified against liabilities they
  may incur while serving in such capacities.  Section 145 of Title 8 of the DGCL
  gives a corporation power to indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal, administrative or investigative
  (other than an action by or in the right
  
                                       II-1
  
  <PAGE>   3
  of the corporation) by reason of the fact that he is or was a director,
  officer, employee or agent of the corporation, or is or was serving at the
  request of the corporation as a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise, against
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement actually and reasonably incurred by him in connection with such
  action, suit or proceeding if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful.  The same Section also
  gives a corporation power to indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action or
  suit by or in the right of the corporation to procure a judgment in its favor
  by reason of the fact that he is or was a director, officer, employee or agent
  of the corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise against expenses (including attorneys' fees)
  actually and reasonably incurred by him in connection with the defense or
  settlement of such action or suit if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  corporation and except that no indemnification shall be made in respect of any
  claim, issue or matter as to which such person shall have been adjudged to be
  liable to the corporation unless and only to the extent that the Court of
  Chancery or the court in which such action or suit was brought shall determine
  upon application that, despite the adjudication of liability but in view of all
  the circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses which the Court of Chancery or such other court
  shall deem proper.  Also, the Section states that, to the extent that a
  director, officer, employee or agent of a corporation has been successful on
  the merits or otherwise in defense of any such action, suit or proceeding, or
  in defense of any claim, issue or matter therein, he shall be indemnified
  against expenses (including attorneys' fees) actually and reasonably incurred
  by him in connection therewith.
  
       Article Seven of the Certificate of Incorporation of the Company provides:
  
       (a)  A director of the Corporation shall not be personally liable either
       to the Corporation or any stockholder for monetary damages for breach of
       fiduciary duty as a director, except (i) for any breach of the director's
       duty of loyalty to the Corporation or its stockholders, or (ii) for acts
       or omissions not in good faith or which involve intentional misconduct or
       knowing violation of the law, or (iii) for any matter in respect of which
       such director shall be liable under Section 174 of Title 8 of the General
       Corporation Law of the State of Delaware or any amendment thereto or
       successor provision thereto, or (iv) for any transaction from which the
       director shall have derived an improper personal benefit.  Neither
       amendment nor repeal of this paragraph (a) nor the adoption of any
       provision of the Certificate of Incorporation inconsistent with this
       paragraph (a) shall eliminate or reduce the effect of this paragraph (a)
       in any respect of any matter occurring, or any cause of action, suit or
       claim that, but for this paragraph (a) of this Article, would accrue or
       arise, prior to such amendment, repeal or adoption of an inconsistent
       provision.
  
       (b) The Corporation shall indemnify any person who was or is a party or is
       threatened to be made a party to, or testifies in, any threatened, pending
       or completed action, suit or proceeding, whether civil, criminal,
       administrative or investigative in nature, by reason of (i) the fact that
       such person is or was a director, officer, employee or agent of the
       Corporation at any time after the Commencement Time (as defined below), or
       is or was serving at any time after the Commencement Time at the request
       of the Corporation as a director, officer, employee or agent of another
       corporation, partnership, joint venture, employee benefit plan, trust or
       other enterprise and (ii) any acts or omissions by such person in such
       capacity that occurred after the Commencement Time, against expenses
       (including attorney's fees), judgments, fines and amounts paid in
       settlement actually and reasonably incurred by such person in connection
       with such action, suit or proceeding to the full extent permitted by law,
       so long as such person acted or omitted to act in good faith and in a
       manner that such person (x) reasonably believed to be in or not opposed to
       the best interests of the Corporation and (y) with respect to any criminal
       action or proceeding, had reasonable cause to believe was lawful;
       provided, however, that if a court of competent jurisdiction, after
       exhaustion of all appeals therefrom, adjudges such person to be liable to
       the Corporation for any amount or if such person pays an amount in
       settlement to the Corporation, the Corporation may indemnify such person
       for such amount only with the approval of such court.  The Corporation may
       adopt bylaws or enter into agreements with
  
  
  
  
  
                                        II-2
  <PAGE>   4
       any such person for the purpose of providing such indemnification.
       "Commencement Time" means 8:00 a.m., C.S.T., on July 21, 1993.
  
            The Company maintains an insurance policy insuring the Company and
  directors and officers of the Company against certain liabilities, including
  liabilities under the Securities Act of 1933.
  
  ITEM 8.  EXHIBITS.
  
        4.1        Zale Corporation Savings and Investment Plan, and the
                   First Amendment through the Sixth Amendment thereto.*
  
        5.1        Opinion of Gardere & Wynne, L.L.P. (1)
  
       23.1        Consent of Arthur Andersen LLP.*
  
       23.2        Consent of Gardere & Wynne, L.L.P. (included as part of
                   Exhibit 5.1).
  
       24.1        Power of Attorney (set forth on the signature pages of the
                   registration statement).*
  
  ITEM 9.  UNDERTAKINGS.
  
       The undersigned registrant hereby undertakes:
  
               (1)      To file, during any period in which offers or sales are
       being made of the securities registered hereby, a post-effective amendment
       to this registration statement:
  
                (i)     To include any prospectus required by Section 10(a)(3) of
                        the Securities Act;
  
                (ii)    To reflect in the prospectus any facts or events arising
                        after the effective date of the registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in this
                        registration statement;
  
                (iii)   To include any material information with respect to the
                        plan of distribution not previously disclosed in this
                        registration statement or any material change to such
                        information in this registration statement;
  
       provided, however, that the undertakings set forth in paragraphs (1)(i)
       and (1)(ii) above do not apply if the information is contained in periodic
       reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
       the Exchange Act that are incorporated by reference in this registration
       statement.
  
  
  
  
  
  -----------------
  
                (1)    In lieu of the opinion of counsel or  determination letter
  contemplated by Item 601(b)(5) of Regulation S-K, the Company hereby undertakes
  that it will submit or has submitted the Plan and all amendments thereto to the
  Internal Revenue Service ("IRS") in a timely manner, and that it has made and
  will make all changes required by the IRS in order to qualify the Plan under
  Section 401 of the Internal Revenue Code.
  
                 *filed herewith
  
                                        II-3
  <PAGE>   5
  
               (2)      That, for the purpose of determining any liability under
       the Securities Act, each such post- effective amendment shall be deemed to
       be a new registration statement relating to the securities offered
       therein, and the offering of such securities at that time shall be deemed
       to be the initial bona fide offering thereof.
  
               (3)      To remove from registration by means of a post-effective
       amendment any of the securities being registered which remain unsold at
       the termination of the offering.
  
       The undersigned registrant hereby further undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and each filing of the annual report of the Plan pursuant to
  Section 15(d) of the Exchange Act) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered by them, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the foregoing provisions, or otherwise, the registrant
  has been advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Securities Act
  and is, therefore, unenforceable.  In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
  
  
  
  
                                        II-4
  <PAGE>   6
                                     SIGNATURES
  
  
       The Registrant.  Pursuant to the requirements of the Securities Act, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Irving, State of Texas, on the 1st day of May,
  1998.
  
                                  ZALE CORPORATION
                                  (Registrant)
  
  
  
                                  By: /s/ ROBERT J. DINICOLA                 
                                      ---------------------------------------
                                      Robert J. DiNicola Chairman of the Board and
                                      Chief Executive Officer
  
       Each person whose signature appears below hereby constitutes and appoints
  Robert J. DiNicola and Alan P. Shor and each of them (with full power in each
  of them to act alone), his true and lawful attorneys-in-fact and agents, with
  full power of substitution and resubstitution, for him and in his name, place
  and stead, in any and all capacities, to sign and to file with the Securities
  and Exchange Commission and the securities regulatory authorities of the
  several states registration statements, any amendment or post-effective
  amendments or any and all other documents in connection therewith, in
  connection with the registration under the Securities Act, or the registration
  or qualification under any applicable state securities laws or regulations, of
  interests in the Plan and shares of Common Stock issuable pursuant to such
  Plan, granting unto said attorneys-in-fact and agents, and each of them, full
  power and authority to do and perform each and every act and thing requisite
  and necessary to be done, as fully to all intents and purposes as he or she
  might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents, or either of them, or their or his substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
       Pursuant to the requirements of the Securities Act, this registration
  statement has been signed by the following persons in the capacities indicated
  below in the City of Irving, State of Texas on the 1st day of May, 1998.
  
  <TABLE>
  <CAPTION>
               Name                                                    Title
               ----                                                    -----
  <S>                                                       <C>
   /s/ ROBERT J. DINICOLA                                    Chairman of the Board and Chief Executive
  -------------------------------                            Officer                        
  Robert J. DiNicola                                         (a principal executive officer)
                                                                                           
  
  
   /s/ SUE E. GOVE                                           Group Vice President and Chief Financial Officer
  -------------------------------                            (principal financial officer)
  Sue E. Gove                                                                            
  
  
   /s/ MARK R. LENZ                                          Senior Vice President, Controller
  -------------------------------                            (principal accounting officer)
  Mark R. Lenz                                                                            
  </TABLE>
  
  
  
  
  
                                        II-5
  <PAGE>   7
  <TABLE>
  <CAPTION>
                   Name                                            Title
                   ----                                            -----
  <S>                                                             <C>
   /s/ GLEN ADAMS                                                 Director
  -------------------------------
  Glen Adams
  
  
   /s/ A. DAVID BROWN                                             Director
  -------------------------------
  A. David Brown
  
  
   /s/ PETER P. COPSES                                            Director
  -------------------------------
  Peter P. Copses
  
  
   /s/ ANDREA JUNG                                                Director
  -------------------------------
  Andrea Jung
  
  
   /s/ RICHARD C. MARCUS                                          Director
  -------------------------------
  Richard C. Marcus
  
  
   /s/ CHARLES H. PISTOR, JR.                                     Director
  -------------------------------
  Charles H. Pistor, Jr.
  
  
   /s/ ANDREW H. TISCH                                            Director
  -------------------------------
  Andrew H. Tisch
  </TABLE>
  
  
  
  
  
                                        II-6
  <PAGE>   8
       The Plan.  Pursuant to the requirements of the Securities Act, the
  Plan has duly caused this registration statement to be signed on its
  behalf by the undersigned, thereunto duly authorized, in the City of
  Irving, State of Texas, on the 1st day of  May, 1998.
  
                                      ZALE CORPORATION SAVINGS AND INVESTMENT PLAN
  
  
  
                                      By:   /s/ MARK R. LENZ                    
                                            ------------------------------------
                                            Mark R. Lenz
                                            Committee Member - Chairman
  
       Pursuant to the requirements of the Securities Act, as amended, this
  registration statement has been signed by the following persons in the
  capacities indicated:
  
  <TABLE>
  <CAPTION>
           SIGNATURE                                                TITLE
           ---------                                                -----
   <S>                                                      <C>
    /s/ MARK R. LENZ                                                                   
   ------------------------------                           Committee Member - Chairman
   Mark R. Lenz                                                                        
                                                                                       
    /s/ GREGORY HUMENESKY                                                              
   ------------------------------                           Committee Member           
   Gregory Humenesky                                                                   
                                                                                       
    /s/ SUE E. GOVE                                                                    
   ------------------------------                           Committee Member           
   Sue E. Gove                                                                         
                                                                                       
    /s/ GARY W. MELTON                                                                 
   ------------------------------                           Committee Member           
   Gary W. Melton                                                                      
                                                                                       
    /s/ BERNARD M. SENSALE, JR.                                                        
   ------------------------------                           Committee Member           
   Bernard M. Sensale, Jr.                                                             
                                                                                       
    /s/ SUSAN S. LANIGAN                                                               
   ------------------------------                           Committee Member           
   Susan S. Lanigan                                                                    
                                                                                       
    /s/ SUSAN M. TARPLEY                                
   ------------------------------                           Secretary                  
   Susan M. Tarpley
  </TABLE>
  
  
  
  
  
                                        II-7
  <PAGE>   9
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
  Exhibit
  Number          Exhibit
  ------          -------
     <S>          <C>
      4.1         Zale Corporation Savings and Investment Plan,
                  and the First Amendment through the Sixth Amendment thereto.
  
      5.1         Opinion of Gardere & Wynne, L.L.P.
  
     23.1         Consent of Arthur Andersen LLP.
  
     23.2         Consent of Gardere & Wynne, L.L.P. (included as part of Exhibit 5.1).
  
     24.1         Power of Attorney (set forth on the signature pages of the registration statement).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27106}]
metadata_filer: {"company-data": {"conformed-name": "ZALE CORP", "cik": "0000109156", "assigned-sic": "5944", "irs-number": "750675400", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51607", "film-number": "98608465"}, "business-address": {"street1": "901 W WALNUT HILL LN", "city": "IRVING", "state": "TX", "zip": "75038", "phone": "9725804000"}, "mail-address": {"street1": "901 WEST WALNUT HILL LANE", "city": "IRVING", "state": "TX", "zip": "75038-1003"}, "former-company": {"former-conformed-name": "ZALE JEWELRY CO INC", "date-changed": "19710510"}}
text: 1
  
               As filed with the Securities and Exchange Commission on May 1, 1998
                                            Registration No. 333-_________________
  ================================================================================
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
  
                                -------------------
  
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                -------------------
  
                                  ZALE CORPORATION
               (Exact name of registrant as specified in its charter)
  
          DELAWARE                                               75-0675400
  (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                             Identification No.)
                                                  
  
                              901 W. WALNUT HILL LANE
                              IRVING, TEXAS 75038-1003
               (Address of registrant's principal executive offices)
  
                            ZALE CORPORATION SAVINGS AND
                                  INVESTMENT PLAN
                                (Full Title of Plan)
  
                                -------------------
  
                                      Copy to:
  
           Alan P. Shor                               David G. McLane, Esq.
    Executive Vice President, Chief                  Gardere & Wynne, L.L.P.
  Logistics Officer and General Counsel                  1601 Elm Street
      901 West Walnut Hill Lane                            Suite 3000
      Irving, Texas 75038-1003                        Dallas, Texas 75201
          (972) 580-4000                                 (214) 999-4607
  
            (Name and address, including zip code, and telephone number,
              including area code, of registrant's agent for service)
  CALCULATION OF REGISTRATION FEE
  ==========================================================================================================================
           TITLE OF EACH CLASS                              PROPOSED MAXIMUM       PROPOSED MAXIMUM
           OF SECURITIES TO BE          AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING       AMOUNT OF
              REGISTERED             REGISTERED (1) (2)        SHARE (3)             PRICE (1)(3)       REGISTRATION FEE (3) 
  --------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value           850,000 shares          $28.1562         $23,932,813              $7,060
  ==========================================================================================================================
  (1)          In addition, pursuant to Rule 416(c) under the Securities Act of
               1933, as amended (the "Securities Act"), this registration
               statement also covers an indeterminate amount of interests to be
               offered or sold pursuant to the employee benefit plan described
               herein.
  
  (2)          The shares of Common Stock, $.01 par value ("Common Stock"), of
               Zale Corporation, a Delaware corporation (the "Company"), being
               registered hereby consist of shares to be acquired by the Zale
               Corporation Savings and Investment Plan (the "Plan") for the
               accounts of participants.
  
  (3)          Calculated pursuant to Rule 457(h), based on the average of the
               high and low prices for the Common Stock on April 27, 1998 as
               reported on the New York Stock Exchange.
  ================================================================================
  2
                                       PART I
  
                 INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.*
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
       *Information required by Part I to be contained in the Section 10(a)
       prospectus is omitted from the registration statement in accordance with
       Rule 428 under the Securities Act and the Note to Part I of Form S-8.
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
  
       The following documents filed by the Company  with the Securities and
  Exchange Commission are incorporated by reference in this registration
  statement.
  
            (1)    The Company's Annual Report on Form 10-K for the fiscal year
                   ended July 31, 1997;
  
            (2)    All other reports filed by the Company pursuant to Section
                   13(a) or 15(d) of the Securities Exchange Act of 1934, as
                   amended (the "Exchange Act") since the end of the fiscal year
                   covered by the Annual Report on Form 10-K in (1) above; and
  
            (3)    The description of the Company's Common Stock contained in the
                   Company's Registration Statement on Form 8-A/A, as filed with
                   the Securities and Exchange Commission under Section 12(g) of
                   the Exchange Act on July 16, 1993, including any amendments or
                   reports filed for the purpose of updating such description.
  
       In addition, all documents subsequently filed by the Company or the Plan
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this registration
  statement and to be a part hereof from the date of filing of such documents.
  The consolidated financial statements of the Company appearing in its latest
  Annual Report on Form 10-K filed with the Securities and Exchange Commission on
  September 12, 1997, for the year ended July 31, 1997, have been audited by
  Arthur Andersen LLP, independent public accountants, as set forth in their
  report thereon included therein and incorporated herein by reference.  Such
  consolidated financial statements are, and audited consolidated financial
  statements to be included in subsequently filed documents will be, incorporated
  herein in reliance upon the reports of Arthur Andersen LLP, or such other
  auditors as the Company may employ, pertaining to such financial statements (to
  the extent covered by consents filed with the Securities and Exchange
  Commission) given upon the authority of such firm as experts in accounting and
  auditing.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The provisions of the Delaware General Corporation Law (the "DGCL") and
  the Registrant's Certificate of Incorporation set forth the extent to which the
  Registrant's directors and officers may be indemnified against liabilities they
  may incur while serving in such capacities.  Section 145 of Title 8 of the DGCL
  gives a corporation power to indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal, administrative or investigative
  (other than an action by or in the right
  
                                       II-1
  3
  of the corporation) by reason of the fact that he is or was a director,
  officer, employee or agent of the corporation, or is or was serving at the
  request of the corporation as a director, officer, employee or agent of another
  corporation, partnership, joint venture, trust or other enterprise, against
  expenses (including attorneys' fees), judgments, fines and amounts paid in
  settlement actually and reasonably incurred by him in connection with such
  action, suit or proceeding if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  corporation, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful.  The same Section also
  gives a corporation power to indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action or
  suit by or in the right of the corporation to procure a judgment in its favor
  by reason of the fact that he is or was a director, officer, employee or agent
  of the corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise against expenses (including attorneys' fees)
  actually and reasonably incurred by him in connection with the defense or
  settlement of such action or suit if he acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  corporation and except that no indemnification shall be made in respect of any
  claim, issue or matter as to which such person shall have been adjudged to be
  liable to the corporation unless and only to the extent that the Court of
  Chancery or the court in which such action or suit was brought shall determine
  upon application that, despite the adjudication of liability but in view of all
  the circumstances of the case, such person is fairly and reasonably entitled to
  indemnity for such expenses which the Court of Chancery or such other court
  shall deem proper.  Also, the Section states that, to the extent that a
  director, officer, employee or agent of a corporation has been successful on
  the merits or otherwise in defense of any such action, suit or proceeding, or
  in defense of any claim, issue or matter therein, he shall be indemnified
  against expenses (including attorneys' fees) actually and reasonably incurred
  by him in connection therewith.
  
       Article Seven of the Certificate of Incorporation of the Company provides:
  
       (a)  A director of the Corporation shall not be personally liable either
       to the Corporation or any stockholder for monetary damages for breach of
       fiduciary duty as a director, except (i) for any breach of the director's
       duty of loyalty to the Corporation or its stockholders, or (ii) for acts
       or omissions not in good faith or which involve intentional misconduct or
       knowing violation of the law, or (iii) for any matter in respect of which
       such director shall be liable under Section 174 of Title 8 of the General
       Corporation Law of the State of Delaware or any amendment thereto or
       successor provision thereto, or (iv) for any transaction from which the
       director shall have derived an improper personal benefit.  Neither
       amendment nor repeal of this paragraph (a) nor the adoption of any
       provision of the Certificate of Incorporation inconsistent with this
       paragraph (a) shall eliminate or reduce the effect of this paragraph (a)
       in any respect of any matter occurring, or any cause of action, suit or
       claim that, but for this paragraph (a) of this Article, would accrue or
       arise, prior to such amendment, repeal or adoption of an inconsistent
       provision.
  
       (b) The Corporation shall indemnify any person who was or is a party or is
       threatened to be made a party to, or testifies in, any threatened, pending
       or completed action, suit or proceeding, whether civil, criminal,
       administrative or investigative in nature, by reason of (i) the fact that
       such person is or was a director, officer, employee or agent of the
       Corporation at any time after the Commencement Time (as defined below), or
       is or was serving at any time after the Commencement Time at the request
       of the Corporation as a director, officer, employee or agent of another
       corporation, partnership, joint venture, employee benefit plan, trust or
       other enterprise and (ii) any acts or omissions by such person in such
       capacity that occurred after the Commencement Time, against expenses
       (including attorney's fees), judgments, fines and amounts paid in
       settlement actually and reasonably incurred by such person in connection
       with such action, suit or proceeding to the full extent permitted by law,
       so long as such person acted or omitted to act in good faith and in a
       manner that such person (x) reasonably believed to be in or not opposed to
       the best interests of the Corporation and (y) with respect to any criminal
       action or proceeding, had reasonable cause to believe was lawful;
       provided, however, that if a court of competent jurisdiction, after
       exhaustion of all appeals therefrom, adjudges such person to be liable to
       the Corporation for any amount or if such person pays an amount in
       settlement to the Corporation, the Corporation may indemnify such person
       for such amount only with the approval of such court.  The Corporation may
       adopt bylaws or enter into agreements with
  
                                        II-2
  4
       any such person for the purpose of providing such indemnification.
       "Commencement Time" means 8:00 a.m., C.S.T., on July 21, 1993.
  
            The Company maintains an insurance policy insuring the Company and
  directors and officers of the Company against certain liabilities, including
  liabilities under the Securities Act of 1933.
  
  ITEM 8.  EXHIBITS.
  
        4.1        Zale Corporation Savings and Investment Plan, and the
                   First Amendment through the Sixth Amendment thereto.*
  
        5.1        Opinion of Gardere & Wynne, L.L.P. (1)
  
       23.1        Consent of Arthur Andersen LLP.*
  
       23.2        Consent of Gardere & Wynne, L.L.P. (included as part of
                   Exhibit 5.1).
  
       24.1        Power of Attorney (set forth on the signature pages of the
                   registration statement).*
  
  ITEM 9.  UNDERTAKINGS.
  
       The undersigned registrant hereby undertakes:
  
               (1)      To file, during any period in which offers or sales are
       being made of the securities registered hereby, a post-effective amendment
       to this registration statement:
  
                (i)     To include any prospectus required by Section 10(a)(3) of
                        the Securities Act;
  
                (ii)    To reflect in the prospectus any facts or events arising
                        after the effective date of the registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in this
                        registration statement;
  
                (iii)   To include any material information with respect to the
                        plan of distribution not previously disclosed in this
                        registration statement or any material change to such
                        information in this registration statement;
  
       provided, however, that the undertakings set forth in paragraphs (1)(i)
       and (1)(ii) above do not apply if the information is contained in periodic
       reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
       the Exchange Act that are incorporated by reference in this registration
       statement.
  
  -----------------
  
                (1)    In lieu of the opinion of counsel or  determination letter
  contemplated by Item 601(b)(5) of Regulation S-K, the Company hereby undertakes
  that it will submit or has submitted the Plan and all amendments thereto to the
  Internal Revenue Service ("IRS") in a timely manner, and that it has made and
  will make all changes required by the IRS in order to qualify the Plan under
  Section 401 of the Internal Revenue Code.
  
                 *filed herewith
  
                                        II-3
  5
  
               (2)      That, for the purpose of determining any liability under
       the Securities Act, each such post- effective amendment shall be deemed to
       be a new registration statement relating to the securities offered
       therein, and the offering of such securities at that time shall be deemed
       to be the initial bona fide offering thereof.
  
               (3)      To remove from registration by means of a post-effective
       amendment any of the securities being registered which remain unsold at
       the termination of the offering.
  
       The undersigned registrant hereby further undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and each filing of the annual report of the Plan pursuant to
  Section 15(d) of the Exchange Act) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered by them, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the foregoing provisions, or otherwise, the registrant
  has been advised that in the opinion of the Securities and Exchange Commission
  such indemnification is against public policy as expressed in the Securities Act
  and is, therefore, unenforceable.  In the event that a claim for indemnification
  against such liabilities (other than the payment by the registrant of expenses
  incurred or paid by a director, officer or controlling person of the registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                        II-4
  6
                                     SIGNATURES
  
       The Registrant.  Pursuant to the requirements of the Securities Act, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Irving, State of Texas, on the 1st day of May,
  1998.
  
                                  ZALE CORPORATION
                                  (Registrant)
  
                                  By: /s/ ROBERT J. DINICOLA                 
                                      ---------------------------------------
                                      Robert J. DiNicola Chairman of the Board and
                                      Chief Executive Officer
  
       Each person whose signature appears below hereby constitutes and appoints
  Robert J. DiNicola and Alan P. Shor and each of them (with full power in each
  of them to act alone), his true and lawful attorneys-in-fact and agents, with
  full power of substitution and resubstitution, for him and in his name, place
  and stead, in any and all capacities, to sign and to file with the Securities
  and Exchange Commission and the securities regulatory authorities of the
  several states registration statements, any amendment or post-effective
  amendments or any and all other documents in connection therewith, in
  connection with the registration under the Securities Act, or the registration
  or qualification under any applicable state securities laws or regulations, of
  interests in the Plan and shares of Common Stock issuable pursuant to such
  Plan, granting unto said attorneys-in-fact and agents, and each of them, full
  power and authority to do and perform each and every act and thing requisite
  and necessary to be done, as fully to all intents and purposes as he or she
  might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents, or either of them, or their or his substitute or
  substitutes, may lawfully do or cause to be done by virtue hereof.
  
       Pursuant to the requirements of the Securities Act, this registration
  statement has been signed by the following persons in the capacities indicated
  below in the City of Irving, State of Texas on the 1st day of May, 1998.
  Name                                                    Title
               ----                                                    -----
  /s/ ROBERT J. DINICOLA                                    Chairman of the Board and Chief Executive
  -------------------------------                            Officer                        
  Robert J. DiNicola                                         (a principal executive officer)
                                                                                           
  
   /s/ SUE E. GOVE                                           Group Vice President and Chief Financial Officer
  -------------------------------                            (principal financial officer)
  Sue E. Gove                                                                            
  
   /s/ MARK R. LENZ                                          Senior Vice President, Controller
  -------------------------------                            (principal accounting officer)
  Mark R. Lenz
  II-5
  7
  Name                                            Title
                   ----                                            -----
  /s/ GLEN ADAMS                                                 Director
  -------------------------------
  Glen Adams
  
   /s/ A. DAVID BROWN                                             Director
  -------------------------------
  A. David Brown
  
   /s/ PETER P. COPSES                                            Director
  -------------------------------
  Peter P. Copses
  
   /s/ ANDREA JUNG                                                Director
  -------------------------------
  Andrea Jung
  
   /s/ RICHARD C. MARCUS                                          Director
  -------------------------------
  Richard C. Marcus
  
   /s/ CHARLES H. PISTOR, JR.                                     Director
  -------------------------------
  Charles H. Pistor, Jr.
  
   /s/ ANDREW H. TISCH                                            Director
  -------------------------------
  Andrew H. Tisch
  II-6
  8
       The Plan.  Pursuant to the requirements of the Securities Act, the
  Plan has duly caused this registration statement to be signed on its
  behalf by the undersigned, thereunto duly authorized, in the City of
  Irving, State of Texas, on the 1st day of  May, 1998.
  
                                      ZALE CORPORATION SAVINGS AND INVESTMENT PLAN
  
                                      By:   /s/ MARK R. LENZ                    
                                            ------------------------------------
                                            Mark R. Lenz
                                            Committee Member - Chairman
  
       Pursuant to the requirements of the Securities Act, as amended, this
  registration statement has been signed by the following persons in the
  capacities indicated:
  SIGNATURE                                                TITLE
           ---------                                                -----
  /s/ MARK R. LENZ                                                                   
   ------------------------------                           Committee Member - Chairman
   Mark R. Lenz                                                                        
                                                                                       
    /s/ GREGORY HUMENESKY                                                              
   ------------------------------                           Committee Member           
   Gregory Humenesky                                                                   
                                                                                       
    /s/ SUE E. GOVE                                                                    
   ------------------------------                           Committee Member           
   Sue E. Gove                                                                         
                                                                                       
    /s/ GARY W. MELTON                                                                 
   ------------------------------                           Committee Member           
   Gary W. Melton                                                                      
                                                                                       
    /s/ BERNARD M. SENSALE, JR.                                                        
   ------------------------------                           Committee Member           
   Bernard M. Sensale, Jr.                                                             
                                                                                       
    /s/ SUSAN S. LANIGAN                                                               
   ------------------------------                           Committee Member           
   Susan S. Lanigan                                                                    
                                                                                       
    /s/ SUSAN M. TARPLEY                                
   ------------------------------                           Secretary                  
   Susan M. Tarpley
  II-7
  9
                                 INDEX TO EXHIBITS
  Exhibit
  Number          Exhibit
  ------          -------
  4.1         Zale Corporation Savings and Investment Plan,
                  and the First Amendment through the Sixth Amendment thereto.
  
      5.1         Opinion of Gardere & Wynne, L.L.P.
  
     23.1         Consent of Arthur Andersen LLP.
  
     23.2         Consent of Gardere & Wynne, L.L.P. (included as part of Exhibit 5.1).
  
     24.1         Power of Attorney (set forth on the signature pages of the registration statement).