<PAGE>
    As filed with the Securities and Exchange Commission on February 14, 2003

                                                   Registration No. 333-_______


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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                 Prime Rate Income & Dividend Enterprises, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Colorado                                           84-1308436
--------------------------------------------------------------------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

1401 17th Street, Suite 1150, Denver, Colorado               80202
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                    (Zip Code)


         Prime Rate Income & Dividend Enterprises, Inc. 2003 Stock Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)


      Peter G. Futro, 1401 17th Street, Suite 1150, Denver, Colorado 80202
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (303) 295-1044
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE


<Table>
<Caption>
----------------------------------------------------------------------------------------------------------------------
                                                    Proposed maximum       Proposed maximum
  Title of securities         Amount to be           Offering price       aggregate offering          Amount of
    to be registered         Registered (1)          Per share (2)             price (2)        registration fee (2)
----------------------------------------------------------------------------------------------------------------------
<S>                       <C>                     <C>                     <C>                    <C>
  Common Stock, no
     par value                     270,000                   $.75               $202,500                  $18.63
======================================================================================================================
         TOTALS                    270,000                   $.75               $202,500                  $18.63
======================================================================================================================
</Table>

         (1)      To be issued, at the sole discretion of the Registrant,
                  directly or pursuant to options under the Prime Rate Income &
                  Dividend Enterprises, Inc. 2003 Stock Plan.

         (2)      Estimated solely for the purpose of calculating the
                  registration fee in accordance with Rule 457(h) under the
                  Securities Act of 1933 as follows: (i) in the case of shares
                  of common stock which may be purchased upon exercise of
                  outstanding options, the fee is calculated on the basis of the
                  price at which the options may be exercised; and (ii) in the
                  case of shares of common stock which have not been issued
                  and/or for which options have not yet been granted and the
                  option price of which is therefore unknown, the fee is
                  calculated on the basis of the average of the bid and asked
                  price per share of the common stock on a date within five (5)
                  business days prior to the date of filing of this registration
                  statement, as reported on the National Association of
                  Securities Dealers, Inc. OTC Bulletin Board.


<PAGE>



                                     PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS


         The document(s) containing the information concerning the Prime Rate
Income & Dividend Enterprises, Inc. 2003 Stock Plan, effective as of February
10, 2003 (the "Plan"), required by Item 1 of Form S-8, and the statement of
availability of registrant information and other information required by Item 2
of Form S-8 will be sent or given to participants as specified by Rule 428. In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this registration statement on Form S-8 (the
"Registration Statement") or as prospectuses or prospectus supplements pursuant
to Rule 424. Prime Rate Income & Dividend Enterprises, Inc., a Colorado
corporation (the "Company"), shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Company shall
furnish to the Commission or its staff a copy or copies of all of the documents
included in such file.




                                       1
<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this registration statement as of their respective dates:

         (a)      Annual Report on Form 10-KSB for the fiscal year ended June
                  30, 2002;

         (b)      Quarterly Report on Form 10-QSB for the period ended September
                  30, 2002;

         (c)      Current Report on Form 8-K filed November 22, 2002;

         (d)      Amended Current Report on Form 8-K filed January 29, 2003; and

         (e)      Quarterly Report on Form 10-QSB for the period ended December
                  31, 2002.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to and subsequent to the date hereof shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents with the
Commission.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         The Company's common stock is registered under Section 12 of the
Securities Exchange Act of 1934.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         An opinion as to the validity of the issuance of shares of Common Stock
hereunder issued by the law firm of Futro & Trauernicht LLC, Attorneys and
Counselors at Law, counsel to the Company, is attached hereto. Peter G. Futro,
who is a member of the law firm, is also an officer and director of the Company
and the beneficial owner of Rangeley Corporation, which owns approximately 83%
of the outstanding shares of the Company. Mr. Futro, as well as other members of
the law firm, may be eligible to be issued shares of Common Stock under the Plan
or granted options to purchase shares of Common Stock pursuant to the Plan.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Articles of Incorporation for the Company provide that the Company shall
indemnify, to the extent permitted by law, any director, officer, agent,
fiduciary or employee of the Company against any claim, liability or expense
arising against or incurred by such person as a result of actions reasonably
taken by him at the direction of the Company. The Company has the further
authority, to the full extent permitted by law, to indemnify its directors,
officers, agents, fiduciaries and employees against any claim, liability or
expense arising against or incurred by them in all other circumstances. The
Company may also maintain insurance providing such indemnification.



                                       2
<PAGE>

         The Colorado Business Corporation Act allows the Company to eliminate
the personal liability of its directors to the Company or its stockholders for
monetary damages for breach of fiduciary duty of loyalty and care as a director,
except for: (a) circumstances where the director breached his duty of loyalty to
the Company or its Shareholders; (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (c) a
circumstance under which a director votes for or assents to an unlawful
distribution; or (d) for transactions from which the director directly or
indirectly derived an improper personal benefit.

         The Colorado Business Corporation Act also states that no director or
officer shall be personally liable for any injury to person or property arising
out of a tort committed by an employee unless: (a) the director or officer was
personally involved in the situation giving rise to the litigation, or (b) the
director or officer committed a criminal offense in connection with the
situation.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         Exhibit Number         Description

             3.1                The Company's Articles of Incorporation, as
                                currently in effect, which define the rights
                                of holders of the equity securities being
                                registered. (Incorporated by reference to
                                Exhibit 99.10 (A) of the Company's
                                Registration Statement on Form 10-SB, filed
                                January 3, 2000).

             3.2                The Company's Bylaws, as currently in
                                effect, which define the rights of holders
                                of the equity securities being registered.
                                (Incorporated by reference to Exhibit 99.3
                                (I) of the Company's Registration Statement
                                on Form 10-SB, filed January 3, 2000).

             5.1                Opinion of Counsel, Futro & Trauernicht LLC
                                (Filed herewith).

            10.1                Prime Rate Income & Dividend Enterprises,
                                Inc. 2003 Stock Plan (Filed herewith).

            23.1                Independent Auditor's Consent, Miller &
                                McCollom (Filed herewith).

            23.2                Consent of Counsel, Futro & Trauernicht LLC
                                (Included in Exhibit 5.1).



ITEM 9. UNDERTAKINGS.

         (a) The undersigned hereby undertakes:

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

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

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered



                                       3
<PAGE>

                  (if the total dollar value of securities offered would not
                  exceed that which was registered) and any deviation from the
                  low or high and of the estimated maximum offering range may be
                  reflected in the form of prospectus filed with the Commission
                  pursuant to Rule 424(b) if, in the aggregate, the changes in
                  volume and price represent no more than 20 percent change in
                  the maximum aggregate offering price set forth in the
                  "Calculation of Registration Fee" table in the effective
                  registration statement; and

                           (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the Company pursuant to Section
         13 or Section 15(d) of the Exchange Act that are incorporated by
         reference in the registration statement.

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

         (b) The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, (and,
where applicable, each filing of an employee benefit plan's annual report
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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, Colorado on the 14th day of February
2003.

                              PRIME RATE INCOME & DIVIDEND ENTERPRISES, INC.

                              By:  /s/ Peter G. Futro
                                   -------------------------------------------
                                   Peter G. Futro, President, Treasurer and
                                   Director



                                       4
<PAGE>

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

                              By:  /s/ Peter G. Futro
                                   -------------------------------------------
                                   Peter G. Futro, President, Treasurer and
                                   Director

                              Dated: February 14, 2003

                              By:  /s/ George Anagnost
                                   -------------------------------------------
                                   George Anagnost, Vice-President, Secretary
                                   and Director

                              Dated: February 14, 2003



                                       5
<PAGE>



                                  EXHIBIT INDEX


<Table>
<Caption>
Exhibit
Number            Description
-------           -----------
<S>               <C>
 3.1              The Company's Articles of Incorporation, as currently in
                  effect, which define the rights of holders of the equity
                  securities being registered. (Incorporated by reference to
                  Exhibit 99.10 (A) of the Company's Registration Statement on
                  Form 10-SB, filed January 3, 2000).

 3.2              The Company's Bylaws, as currently in effect, which define the
                  rights of holders of the equity securities being registered.
                  (Incorporated by reference to Exhibit 99.3 (I) of the
                  Company's Registration Statement on Form 10-SB, filed January
                  3, 2000).

 5.1              Opinion of Counsel, Futro & Trauernicht LLC (Filed herewith).

10.1              Prime Rate Income & Dividend Enterprises, Inc. 2003 Stock Plan
                  (Filed herewith).

23.1              Independent Auditor's Consent, Miller & McCollom (Filed
                  herewith).

23.2              Consent of Counsel, Futro & Trauernicht LLC (Included in
                  Exhibit 5.1).
</Table>
[{"type": "S-8", "sequence": "1", "filename": "d03188sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 19250}]
{"company-data": {"conformed-name": "PRIME RATE INCOME & DIVIDEND ENTERPRISES INC", "cik": "0001095963", "assigned-sic": "6798", "irs-number": "841308436", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103255", "film-number": "03569241"}, "business-address": {"street1": "2525 FIFTEENTH STREET", "street2": "SUITE 3H", "city": "DENVER", "state": "C0", "zip": "80211", "phone": "3034805037"}, "mail-address": {"street1": "2525 FIFTEENTH STREET, SUITE 3H", "city": "DENVER", "state": "C0", "zip": "80211"}}
As filed with the Securities and Exchange Commission on February 14, 2003

                                                   Registration No. 333-_______

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                 Prime Rate Income & Dividend Enterprises, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Colorado                                           84-1308436
--------------------------------------------------------------------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

1401 17th Street, Suite 1150, Denver, Colorado               80202
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                    (Zip Code)

         Prime Rate Income & Dividend Enterprises, Inc. 2003 Stock Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

      Peter G. Futro, 1401 17th Street, Suite 1150, Denver, Colorado 80202
--------------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (303) 295-1044
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                                    Proposed maximum       Proposed maximum
  Title of securities         Amount to be           Offering price       aggregate offering          Amount of
    to be registered         Registered (1)          Per share (2)             price (2)        registration fee (2)
----------------------------------------------------------------------------------------------------------------------
Common Stock, no
     par value                     270,000                   $.75               $202,500                  $18.63
======================================================================================================================
         TOTALS                    270,000                   $.75               $202,500                  $18.63
======================================================================================================================
(1)      To be issued, at the sole discretion of the Registrant,
                  directly or pursuant to options under the Prime Rate Income &
                  Dividend Enterprises, Inc. 2003 Stock Plan.

         (2)      Estimated solely for the purpose of calculating the
                  registration fee in accordance with Rule 457(h) under the
                  Securities Act of 1933 as follows: (i) in the case of shares
                  of common stock which may be purchased upon exercise of
                  outstanding options, the fee is calculated on the basis of the
                  price at which the options may be exercised; and (ii) in the
                  case of shares of common stock which have not been issued
                  and/or for which options have not yet been granted and the
                  option price of which is therefore unknown, the fee is
                  calculated on the basis of the average of the bid and asked
                  price per share of the common stock on a date within five (5)
                  business days prior to the date of filing of this registration
                  statement, as reported on the National Association of
                  Securities Dealers, Inc. OTC Bulletin Board.
PART I

                     INFORMATION REQUIRED IN THE PROSPECTUS

         The document(s) containing the information concerning the Prime Rate
Income & Dividend Enterprises, Inc. 2003 Stock Plan, effective as of February
10, 2003 (the "Plan"), required by Item 1 of Form S-8, and the statement of
availability of registrant information and other information required by Item 2
of Form S-8 will be sent or given to participants as specified by Rule 428. In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this registration statement on Form S-8 (the
"Registration Statement") or as prospectuses or prospectus supplements pursuant
to Rule 424. Prime Rate Income & Dividend Enterprises, Inc., a Colorado
corporation (the "Company"), shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Company shall
furnish to the Commission or its staff a copy or copies of all of the documents
included in such file.

                                       1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this registration statement as of their respective dates:

         (a)      Annual Report on Form 10-KSB for the fiscal year ended June
                  30, 2002;

         (b)      Quarterly Report on Form 10-QSB for the period ended September
                  30, 2002;

         (c)      Current Report on Form 8-K filed November 22, 2002;

         (d)      Amended Current Report on Form 8-K filed January 29, 2003; and

         (e)      Quarterly Report on Form 10-QSB for the period ended December
                  31, 2002.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to and subsequent to the date hereof shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents with the
Commission.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         The Company's common stock is registered under Section 12 of the
Securities Exchange Act of 1934.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         An opinion as to the validity of the issuance of shares of Common Stock
hereunder issued by the law firm of Futro & Trauernicht LLC, Attorneys and
Counselors at Law, counsel to the Company, is attached hereto. Peter G. Futro,
who is a member of the law firm, is also an officer and director of the Company
and the beneficial owner of Rangeley Corporation, which owns approximately 83%
of the outstanding shares of the Company. Mr. Futro, as well as other members of
the law firm, may be eligible to be issued shares of Common Stock under the Plan
or granted options to purchase shares of Common Stock pursuant to the Plan.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Articles of Incorporation for the Company provide that the Company shall
indemnify, to the extent permitted by law, any director, officer, agent,
fiduciary or employee of the Company against any claim, liability or expense
arising against or incurred by such person as a result of actions reasonably
taken by him at the direction of the Company. The Company has the further
authority, to the full extent permitted by law, to indemnify its directors,
officers, agents, fiduciaries and employees against any claim, liability or
expense arising against or incurred by them in all other circumstances. The
Company may also maintain insurance providing such indemnification.

                                       2
The Colorado Business Corporation Act allows the Company to eliminate
the personal liability of its directors to the Company or its stockholders for
monetary damages for breach of fiduciary duty of loyalty and care as a director,
except for: (a) circumstances where the director breached his duty of loyalty to
the Company or its Shareholders; (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (c) a
circumstance under which a director votes for or assents to an unlawful
distribution; or (d) for transactions from which the director directly or
indirectly derived an improper personal benefit.

         The Colorado Business Corporation Act also states that no director or
officer shall be personally liable for any injury to person or property arising
out of a tort committed by an employee unless: (a) the director or officer was
personally involved in the situation giving rise to the litigation, or (b) the
director or officer committed a criminal offense in connection with the
situation.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         Exhibit Number         Description

             3.1                The Company's Articles of Incorporation, as
                                currently in effect, which define the rights
                                of holders of the equity securities being
                                registered. (Incorporated by reference to
                                Exhibit 99.10 (A) of the Company's
                                Registration Statement on Form 10-SB, filed
                                January 3, 2000).

             3.2                The Company's Bylaws, as currently in
                                effect, which define the rights of holders
                                of the equity securities being registered.
                                (Incorporated by reference to Exhibit 99.3
                                (I) of the Company's Registration Statement
                                on Form 10-SB, filed January 3, 2000).

             5.1                Opinion of Counsel, Futro & Trauernicht LLC
                                (Filed herewith).

            10.1                Prime Rate Income & Dividend Enterprises,
                                Inc. 2003 Stock Plan (Filed herewith).

            23.1                Independent Auditor's Consent, Miller &
                                McCollom (Filed herewith).

            23.2                Consent of Counsel, Futro & Trauernicht LLC
                                (Included in Exhibit 5.1).

ITEM 9. UNDERTAKINGS.

         (a) The undersigned hereby undertakes:

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

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

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered

                                       3
(if the total dollar value of securities offered would not
                  exceed that which was registered) and any deviation from the
                  low or high and of the estimated maximum offering range may be
                  reflected in the form of prospectus filed with the Commission
                  pursuant to Rule 424(b) if, in the aggregate, the changes in
                  volume and price represent no more than 20 percent change in
                  the maximum aggregate offering price set forth in the
                  "Calculation of Registration Fee" table in the effective
                  registration statement; and

                           (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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the Company pursuant to Section
         13 or Section 15(d) of the Exchange Act that are incorporated by
         reference in the registration statement.

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

         (b) The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act, (and,
where applicable, each filing of an employee benefit plan's annual report
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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, Colorado on the 14th day of February
2003.

                              PRIME RATE INCOME & DIVIDEND ENTERPRISES, INC.

                              By:  /s/ Peter G. Futro
                                   -------------------------------------------
                                   Peter G. Futro, President, Treasurer and
                                   Director

                                       4
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.

                              By:  /s/ Peter G. Futro
                                   -------------------------------------------
                                   Peter G. Futro, President, Treasurer and
                                   Director

                              Dated: February 14, 2003

                              By:  /s/ George Anagnost
                                   -------------------------------------------
                                   George Anagnost, Vice-President, Secretary
                                   and Director

                              Dated: February 14, 2003

                                       5
EXHIBIT INDEX
Exhibit
Number            Description
-------           -----------
3.1              The Company's Articles of Incorporation, as currently in
                  effect, which define the rights of holders of the equity
                  securities being registered. (Incorporated by reference to
                  Exhibit 99.10 (A) of the Company's Registration Statement on
                  Form 10-SB, filed January 3, 2000).

 3.2              The Company's Bylaws, as currently in effect, which define the
                  rights of holders of the equity securities being registered.
                  (Incorporated by reference to Exhibit 99.3 (I) of the
                  Company's Registration Statement on Form 10-SB, filed January
                  3, 2000).

 5.1              Opinion of Counsel, Futro & Trauernicht LLC (Filed herewith).

10.1              Prime Rate Income & Dividend Enterprises, Inc. 2003 Stock Plan
                  (Filed herewith).

23.1              Independent Auditor's Consent, Miller & McCollom (Filed
                  herewith).

23.2              Consent of Counsel, Futro & Trauernicht LLC (Included in
                  Exhibit 5.1).