AS FILED WITH THE COMMISSION ON OCTOBER19, 2004
                                                      REGISTRATION NO. 000-50104
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             JANE BUTEL CORPORATION
                             ----------------------
             (Exact name of Registrant as specified in its charter)

            FLORIDA                                         65-0327060
            -------                                         ----------
(State  or  other  jurisdiction  of                       (IRS  Employer
incorporation  or  organization)                        Identification  No.)


                          400 Gold Avenue SW, Suite 750
                          Albuquerque, New Mexico 87102
          (Address of Principal Executive Offices, including ZIP Code)


                   2004 Non-Qualified Stock Compensation Plan
                            (Full title of the plan)


                              Jane Butel, President
                              ---------------------
                          400 Gold Avenue SW, Suite 750
                          Albuquerque, New Mexico 87102
                    (Name and address of agent for service)


                                 (505) 314-0787
                                 --------------
          (Telephone number, including area code, of agent for service)



                        CALCULATION OF REGISTRATION FEE


TITLE OF                           PROPOSED       PROPOSED
SECURITIES         AMOUNT OF       MAXIMUM        MAXIMUM       AMOUNT OF
TO BE                SHARES        OFFERING       AGGREGATE     REGISTRATION
REGISTERED      TO BE REGISTERED   PRICE PER      OFFERING      FEE
                                   SHARE (1)      PRICE (1)
----------      ----------------   ---------      ---------     ------------

Common Stock,
$.001 par value     7,500,000         $.09        $ 675,000        $85.52
----------      ----------------   ---------      ---------     ------------
TOTALS              7,500,000         $.09        $ 675,000        $85.52

(1)  This  calculation  is  made  solely  for  the  purposes  of determining the
     registration  fee  pursuant  to  the  provisions  of  Rule 457(c) under the
     Securities  Act  of 1933, as amended, and is calculated on the basis of the
     average  of  the  bid  and  asked  prices  as  of  October  15,  2004.


                                   PROSPECTUS

                             Jane Butel Corporation

                        7,500,000 Shares of Common Stock

     This  prospectus relates to the offer and sale by Jane Butel Corporation, a
Florida  corporation ("Butel Corp."), of shares of its $.001 par value per share
common  stock to employees, directors, officers, consultants, advisors and other
persons  associated  with  Butel  Corp. pursuant to the 2004 Non-Qualified Stock
Compensation Plan (the "Stock Plan"). Pursuant to the Stock Plan, Butel Corp. is
registering  hereunder  and then issuing, upon receipt of adequate consideration
therefor,  7,500,000  shares  of  common  stock.

     The  common  stock  is  not  subject to any restriction on transferability.
Recipients  of  shares  other  than  persons who are "affiliates" of Butel Corp.
within  the  meaning  of  the Securities Act of 1933 (the "Act") may sell all or
part  of  the  shares  in  any  way  permitted  by  law,  including sales in the
over-the-counter  market  at  prices  prevailing at the time of such sale. Butel
Corp.  is  registering  approximately  10%  of  the shares for affiliates of the
company.  An  affiliate  is,  briefly,  any  director,  executive  officer  or
controlling  shareholder  of  Butel  Corp.  or  any one of its subsidiaries.  An
"affiliate"  of  Butel  Corp.  is  subject  to  Section  16(b) of the Securities
Exchange  Act  of  1934,  as  amended (the "Exchange Act"). Butel Corp.'s common
stock  is  traded  on  the  OTC  Bulletin  Board  under  the  symbol  "JBTL."

THESE  SECURITIES  HAVE  NOT  BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF  THIS  PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this prospectus is October 19, 2004


<PAGE>

     This  prospectus  is  part  of a registration statement which was filed and
became  effective  under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by  the  U.S.  Securities and Exchange Commission (the
"Commission") under the Securities Act.  The statements in this prospectus as to
the  contents  of  any contract or other documents filed as an exhibit to either
the  registration  statement or other filings by Butel Corp. with the Commission
are  qualified  in  their  entirety  by  reference  thereto.

     A  copy  of  any document or part thereof incorporated by reference in this
prospectus  but  not  delivered  herewith  will be furnished without charge upon
written  or  oral  request.  Requests  should  be  addressed  to:  Jane  Butel
Corporation,  400  Gold  Avenue  SW,  Suite  750, Albuquerque, New Mexico 87102.
Butel  Corp.'s  telephone  number  is  (505)  314-0787.

     Butel  Corp.  is  subject  to  the reporting requirements of the Securities
Exchange  Act  of  1934  (the  "Exchange Act") and in accordance therewith files
reports and other information with the Commission. These reports, as well as the
proxy  statements  and other information filed by Butel Corp. under the Exchange
Act may be inspected and copied at the public reference facilities maintained by
the  Commission  at  450 Fifth Street, N.W., Washington D.C. 20549. In addition,
the  Commission  maintains  a  World  Wide  Website  on  the  Internet  at
http://www.sec.gov  that  contains reports, proxy and information statements and
other  information  regarding  registrants  that  file  electronically  with the
Commission

     No  person  has  been  authorized  to  give  any information or to make any
representation,  other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by Butel Corp. This prospectus does not constitute an offer or a
solicitation  by anyone in any state in which such is not authorized or in which
the  person making such is not qualified or to any person to whom it is unlawful
to  make  an  offer  or  solicitation.

     Neither  the delivery of this prospectus nor any sale made hereunder shall,
under  any  circumstances,  create  any implication that the business affairs of
Butel  Corp.  have  remained the same since the date of this prospectus; changes
may  have  occurred  since  this  time.


<PAGE>

                                TABLE OF CONTENTS


INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS                     6

Item  1.  The  Plan  Information                                               6

Item  2.  Registrant  Information  and  Employee  Plan  Annual Information     7

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT                        8

Item  3.  Incorporation  of  Documents  by  Reference                          8

Item  4.  Description  of  Securities                                          8

Item  5.  Interests  of  Named  Experts  and  Counsel                          8

Item  6.  Indemnification  of  Officers,  Directors,  Employees and Agents     9

Item  7.  Exemption  from  Registration  Claimed                               9

Item  8.  Exhibits                                                             9

Item  9.  Undertakings                                                        10

SIGNATURES                                                                    12

EXHIBIT  INDEX                                                                13


                                     PART 1

                    INFORMATION REQUIRED IN THE SECTION 10(A)

                                   PROSPECTUS

ITEM  1.  THE  PLAN  INFORMATION.

THE  COMPANY

     Butel  Corp.  has  its  principal  executive offices at 400 Gold Avenue SW,
Suite  750,  Albuquerque,  New Mexico, 87102 . Butel Corp.'s telephone number is
(505)  314-0787.

PURPOSE

     Butel  Corp.  will  issue  common  stock to employees, directors, officers,
consultants,  and  advisors  associated  with  Butel Corp. pursuant to the Stock
Plan, which has been approved by the Board of Directors of Butel Corp. The Stock
Plan  is  intended  to  provide  a  method  whereby  Butel  Corp.  may stimulate
productivity  by  providing  extra  rewards  for the personal involvement of its
employees,  directors, officers, consultants, and advisors.  Butel Corp. intends
to  use  the  Stock Plan to attract valuable service to enhance its business and
future prosperity, thereby advancing its business interests and the interests of
all its shareholders. A copy of the Stock Plan has been filed as Exhibit 10.1 to
this  registration  statement.

COMMON  STOCK

     The  Board  has  authorized the issuance of up to 7,500,000 shares of Butel
Corp.'s  common  stock  to  certain  of  the  above-mentioned  persons  upon
effectiveness  of  this  registration  statement.

NO  RESTRICTIONS  ON  TRANSFER

     Recipients  of  Butel  Corp.'s  common  stock  will  become  the record and
beneficial  owners  of  the  shares  upon  issuance  and  delivery, and they are
entitled  to  all  of  the  rights of ownership, including the right to vote any
shares  awarded  and  to receive ordinary cash dividends on the common stock, if
such  dividends  are  ever declared (though no dividends have been declared now,
and  none  are  likely  in  the  foreseeable  future).

TAX  TREATMENT  TO  THE  RECIPIENTS

     The  common  stock  is  not  qualified under Section 401(a) of the Internal
Revenue  Code.  A  recipient, therefore, will be required for federal income tax
purposes  to  recognize  compensation during the taxable year of issuance unless
the  shares are subject to a substantial risk of forfeiture. Accordingly, absent
a  specific  contractual  provision  to the contrary, the recipient will receive
compensation  taxable  at  ordinary  rates equal to the fair market value of the
shares  on  the  date  of  receipt  since  there  will be no substantial risk of
forfeiture or other restrictions on transfer. Each recipient is urged to consult
his  tax  advisors  on  this  matter.

TAX  TREATMENT  TO  THE  COMPANY

     The  amount of income recognized by a recipient of the common stock will be
a  tax-deductible  expense  by  Butel  Corp.  for  federal  income tax purposes,
allocable  to  the  Butel  Corp.  taxable year in which the recipient recognizes
income.

RESTRICTIONS  ON  RESALE

     In  the  event  that  an affiliate of Butel Corp. acquires shares of common
stock  under  this  S-8  registration,  the affiliate will be subject to Section
16(b)  of  the Exchange Act.  Further, in the event that any affiliate acquiring
shares  hereunder has sold or sells any shares of common stock in the six months
before  or  after  the receipt of shares hereunder, such affiliate must disgorge
any  so-called "profit," as computed under Section 16(b) of the Exchange Act, to
Butel  Corp.  Services  rendered have been recognized as valid consideration for
the  "purchase"  of  shares  in  connection  with the "profit" computation under
Section  16(b) of the Exchange Act.  Butel Corp. has agreed that for the purpose
of  any  "profit" computation under Section 16(b), the price paid for the common
stock  issued  to affiliates is equal to the value of services rendered.  Shares
of  common  stock  acquired  hereunder  by persons other than affiliates are not
subject  to  Section  16(b)  of  the  Exchange  Act.

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     A  copy  of  any document or part thereof incorporated by reference in this
registration  statement  but  not delivered with this prospectus or any document
required  to  be delivered pursuant to Rule 428(b) under the Securities Act will
be  furnished  without  charge  upon written or oral request. Requests should be
addressed  to:  Jane  Butel  Corporation,  400  Gold  Avenue  SW,  Suite  750,
Albuquerque,  New  Mexico,  87102, where its telephone number is (505) 314-0787.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents filed with the Securities and Exchange Commission
(the  "Commission")  by  Butel Corp., a Florida corporation (the "Company"), are
incorporated  herein  by  reference:

a.   The  Company's  latest  Annual  Report  on  Form  10-KSB for the year ended
     December  31,  2003,  filed  with  the  Securities and Exchange Commission;

b.   The  reports of the Company filed pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934, as amended (the "Exchange Act") since the
     year  ended  December  31,  2003;  and

c.   The  description of the common stock contained in Registrant's Registration
     Statement  on  Form  10-SB  filed  with the Commission on November 21, 2002
     including  any  amendment  or report filed for the purpose of updating such
     description.

d.   All  other  documents  filed  by  the  Company  after  the  date  of  this
     registration  statement  pursuant to Sections 13(a), 13(c), 14 and 15(d) of
     the Exchange Act, prior to the filing of a post-effective amendment to this
     registration  statement  which  de-registers  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 such
     documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  applicable.

ITEM  6.  INDEMNIFICATION  OF  OFFICERS,  DIRECTORS,  EMPLOYEES  AND  AGENTS.

     Reference  is  hereby  made  to  Section  607.0850  of the Florida Business
Corporation  Act  which  provides  for indemnification of directors and officers
under  certain  circumstances.

     The  Registrant's  Articles  of  Incorporation  and Bylaws provide that the
Company  shall,  to  the  fullest  extent  permitted by the laws of the State of
Florida,  indemnify any director and officer of the corporation against expenses
incurred  by such  person by  reason  of the fact  that he or she  serves or has
served  the  corporation  in  such  capacity.

     Indemnification  under the Company's Articles and Bylaws is nonexclusive of
any  other right such persons may have under statute, agreement, bylaw or action
of  the  Board  of  Directors  or  shareholders  of  the  corporation.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ItEM  8.  EXHIBITS.

(a)  The  following  exhibits  are  filed as part of this registration statement
     pursuant  to  Item  601  of  the  Regulation  S-K  and  are  specifically
     incorporated  herein  by  reference:

Exhibit  No.        Title
------------        -----

5.1                 Legal  opinion  of Bruce M. Pritchett, L.C., Attorney at Law

10.1                2004  Non-Qualified  Stock  Compensation  Plan

23.1                Consent  of  Bruce  M.  Pritchett,  L.C.,  Attorney  at  Law

23.2                Consent  of  Clyde  Bailey,  P.C.

99.1                Section  607.0850  of  the  Florida  Statutes


ITEM  9.  UNDERTAKINGS.     The  undersigned  registrant  hereby  undertakes:

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

     (i)  include  any prospectus required by Section 10(a)(3) of the Securities
          Act;
     (ii) 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,  represents  a  fundamental  change  in the information set
          forth  in  the  registration  statement;
     (iii)  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 (1)(i) and (1)(ii) shall not apply if
     the  information  required  to be included in a post-effective amendment by
     those  paragraphs  is contained in periodic reports filed by the registrant
     pursuant  to  section 13 or section 15(d) of the Securities Exchange Act of
     1934  that  are  incorporated  by  reference in the registration statement.

(2)  That,  for  the  purpose  of  determining  any  liability  pursuant  to 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 offered 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.

(4)  To  deliver or cause to be delivered with the prospectus, to each person to
     whom  the prospectus is sent or given, the latest annual report to security
     holders  that  is incorporated by reference in the prospectus and furnished
     pursuant  to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
     the  Securities  Exchange  Act  of  1934;  and,  where  interim  financial
     information  required to be presented by Article 3 of Regulation S-X is not
     set  forth  in the prospectus, to deliver, or cause to be delivered to each
     person to whom the prospectus is sent or given, the latest quarterly report
     that is specifically incorporated by reference in the prospectus to provide
     such  interim  financial  information.

(5)  Insofar as indemnification for liabilities arising under the Securities Act
     may  be  permitted  to  directors,  officers  and  controlling  persons  of
     registrant  pursuant  to the foregoing provisions, or otherwise, 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  registrant  of  expenses  incurred  or  paid  by a director, officer or
     controlling  person  of 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, 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 is against public policy as expressed
     in  the  Act  and will be governed by the final adjudication of such issue.

     The  undersigned  hereby  undertakes  that, for purposes of determining any
liability  under  the Securities Act of 1933, each filing of registrant's annual
report  pursuant  to  Section 13(a) of the Securities Exchange Act of 1934 (and,
where  applicable,  each  filing  of  an  employee  benefit plan's annual report
pursuant  to  Section  15(d)  of  the  Securities  Exchange Act of 1934) 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.


              [REMAINDER OF PAGE BLANK; SIGNATURE PAGE TO FOLLOW]


<PAGE>

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  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  Albuquerque,  New  Mexico,  on  October 19, 2004.


Jane  Butel  Corp.
(Registrant)

/s/  Jane  Butel
----------------
Jane  Butel
President



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


SIGNATURES                          TITLE                             DATE

/s/  Jane  Butel
----------------
Jane  Butel               President  and  Director            October  19,  2004
                          Chief Executive Officer,
                          Chief Financial Officer


/s/  Steven  A.  Jackson           Director                   October  19,  2004
------------------------
Steven  A.  Jackson


/s/  Sidney  B.  Kramer            Director                   October  19,  2004
-----------------------
Sidney  B.  Kramer


/s/  Bette  Clemens                Director                   October  19,  2004
-------------------
Bette  Clemens


/s/  Paul  D.  Butt                Director                   October  19,  2004
-------------------
Paul  D.  Butt



INDEX  TO  EXHIBITS

Exhibit  No.        Title
------------        -----

5.1                 Legal  opinion  of Bruce M. Pritchett, L.C., Attorney at Law

10.1                2004  Non-Qualified  Stock  Compensation  Plan

23.1                Consent  of  Bruce  M.  Pritchett,  L.C.,  Attorney  at  Law

23.2                Consent  of  Clyde  Bailey,  P.C.

99.1                Section  607.0850  of  the  Florida  Statutes
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 22710}]
{"company-data": {"conformed-name": "JANE BUTEL CORP", "cik": "0001204853", "assigned-sic": "8200", "irs-number": "000000000"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119965", "film-number": "041096215"}, "business-address": {"street1": "125 SECOND ST N.W.", "city": "ALBUQUERQUE", "state": "NM", "zip": "87102", "phone": "5052432622"}, "mail-address": {"street1": "125 SECOND AVE N.W.", "city": "ALBUQUERQUE", "state": "NM", "zip": "87102"}}
AS FILED WITH THE COMMISSION ON OCTOBER19, 2004
                                                      REGISTRATION NO. 000-50104
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             JANE BUTEL CORPORATION
                             ----------------------
             (Exact name of Registrant as specified in its charter)

            FLORIDA                                         65-0327060
            -------                                         ----------
(State  or  other  jurisdiction  of                       (IRS  Employer
incorporation  or  organization)                        Identification  No.)

                          400 Gold Avenue SW, Suite 750
                          Albuquerque, New Mexico 87102
          (Address of Principal Executive Offices, including ZIP Code)

                   2004 Non-Qualified Stock Compensation Plan
                            (Full title of the plan)

                              Jane Butel, President
                              ---------------------
                          400 Gold Avenue SW, Suite 750
                          Albuquerque, New Mexico 87102
                    (Name and address of agent for service)

                                 (505) 314-0787
                                 --------------
          (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

TITLE OF                           PROPOSED       PROPOSED
SECURITIES         AMOUNT OF       MAXIMUM        MAXIMUM       AMOUNT OF
TO BE                SHARES        OFFERING       AGGREGATE     REGISTRATION
REGISTERED      TO BE REGISTERED   PRICE PER      OFFERING      FEE
                                   SHARE (1)      PRICE (1)
----------      ----------------   ---------      ---------     ------------

Common Stock,
$.001 par value     7,500,000         $.09        $ 675,000        $85.52
----------      ----------------   ---------      ---------     ------------
TOTALS              7,500,000         $.09        $ 675,000        $85.52

(1)  This  calculation  is  made  solely  for  the  purposes  of determining the
     registration  fee  pursuant  to  the  provisions  of  Rule 457(c) under the
     Securities  Act  of 1933, as amended, and is calculated on the basis of the
     average  of  the  bid  and  asked  prices  as  of  October  15,  2004.

                                   PROSPECTUS

                             Jane Butel Corporation

                        7,500,000 Shares of Common Stock

     This  prospectus relates to the offer and sale by Jane Butel Corporation, a
Florida  corporation ("Butel Corp."), of shares of its $.001 par value per share
common  stock to employees, directors, officers, consultants, advisors and other
persons  associated  with  Butel  Corp. pursuant to the 2004 Non-Qualified Stock
Compensation Plan (the "Stock Plan"). Pursuant to the Stock Plan, Butel Corp. is
registering  hereunder  and then issuing, upon receipt of adequate consideration
therefor,  7,500,000  shares  of  common  stock.

     The  common  stock  is  not  subject to any restriction on transferability.
Recipients  of  shares  other  than  persons who are "affiliates" of Butel Corp.
within  the  meaning  of  the Securities Act of 1933 (the "Act") may sell all or
part  of  the  shares  in  any  way  permitted  by  law,  including sales in the
over-the-counter  market  at  prices  prevailing at the time of such sale. Butel
Corp.  is  registering  approximately  10%  of  the shares for affiliates of the
company.  An  affiliate  is,  briefly,  any  director,  executive  officer  or
controlling  shareholder  of  Butel  Corp.  or  any one of its subsidiaries.  An
"affiliate"  of  Butel  Corp.  is  subject  to  Section  16(b) of the Securities
Exchange  Act  of  1934,  as  amended (the "Exchange Act"). Butel Corp.'s common
stock  is  traded  on  the  OTC  Bulletin  Board  under  the  symbol  "JBTL."

THESE  SECURITIES  HAVE  NOT  BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF  THIS  PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this prospectus is October 19, 2004
This  prospectus  is  part  of a registration statement which was filed and
became  effective  under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by  the  U.S.  Securities and Exchange Commission (the
"Commission") under the Securities Act.  The statements in this prospectus as to
the  contents  of  any contract or other documents filed as an exhibit to either
the  registration  statement or other filings by Butel Corp. with the Commission
are  qualified  in  their  entirety  by  reference  thereto.

     A  copy  of  any document or part thereof incorporated by reference in this
prospectus  but  not  delivered  herewith  will be furnished without charge upon
written  or  oral  request.  Requests  should  be  addressed  to:  Jane  Butel
Corporation,  400  Gold  Avenue  SW,  Suite  750, Albuquerque, New Mexico 87102.
Butel  Corp.'s  telephone  number  is  (505)  314-0787.

     Butel  Corp.  is  subject  to  the reporting requirements of the Securities
Exchange  Act  of  1934  (the  "Exchange Act") and in accordance therewith files
reports and other information with the Commission. These reports, as well as the
proxy  statements  and other information filed by Butel Corp. under the Exchange
Act may be inspected and copied at the public reference facilities maintained by
the  Commission  at  450 Fifth Street, N.W., Washington D.C. 20549. In addition,
the  Commission  maintains  a  World  Wide  Website  on  the  Internet  at
http://www.sec.gov  that  contains reports, proxy and information statements and
other  information  regarding  registrants  that  file  electronically  with the
Commission

     No  person  has  been  authorized  to  give  any information or to make any
representation,  other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by Butel Corp. This prospectus does not constitute an offer or a
solicitation  by anyone in any state in which such is not authorized or in which
the  person making such is not qualified or to any person to whom it is unlawful
to  make  an  offer  or  solicitation.

     Neither  the delivery of this prospectus nor any sale made hereunder shall,
under  any  circumstances,  create  any implication that the business affairs of
Butel  Corp.  have  remained the same since the date of this prospectus; changes
may  have  occurred  since  this  time.
TABLE OF CONTENTS

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS                     6

Item  1.  The  Plan  Information                                               6

Item  2.  Registrant  Information  and  Employee  Plan  Annual Information     7

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT                        8

Item  3.  Incorporation  of  Documents  by  Reference                          8

Item  4.  Description  of  Securities                                          8

Item  5.  Interests  of  Named  Experts  and  Counsel                          8

Item  6.  Indemnification  of  Officers,  Directors,  Employees and Agents     9

Item  7.  Exemption  from  Registration  Claimed                               9

Item  8.  Exhibits                                                             9

Item  9.  Undertakings                                                        10

SIGNATURES                                                                    12

EXHIBIT  INDEX                                                                13

                                     PART 1

                    INFORMATION REQUIRED IN THE SECTION 10(A)

                                   PROSPECTUS

ITEM  1.  THE  PLAN  INFORMATION.

THE  COMPANY

     Butel  Corp.  has  its  principal  executive offices at 400 Gold Avenue SW,
Suite  750,  Albuquerque,  New Mexico, 87102 . Butel Corp.'s telephone number is
(505)  314-0787.

PURPOSE

     Butel  Corp.  will  issue  common  stock to employees, directors, officers,
consultants,  and  advisors  associated  with  Butel Corp. pursuant to the Stock
Plan, which has been approved by the Board of Directors of Butel Corp. The Stock
Plan  is  intended  to  provide  a  method  whereby  Butel  Corp.  may stimulate
productivity  by  providing  extra  rewards  for the personal involvement of its
employees,  directors, officers, consultants, and advisors.  Butel Corp. intends
to  use  the  Stock Plan to attract valuable service to enhance its business and
future prosperity, thereby advancing its business interests and the interests of
all its shareholders. A copy of the Stock Plan has been filed as Exhibit 10.1 to
this  registration  statement.

COMMON  STOCK

     The  Board  has  authorized the issuance of up to 7,500,000 shares of Butel
Corp.'s  common  stock  to  certain  of  the  above-mentioned  persons  upon
effectiveness  of  this  registration  statement.

NO  RESTRICTIONS  ON  TRANSFER

     Recipients  of  Butel  Corp.'s  common  stock  will  become  the record and
beneficial  owners  of  the  shares  upon  issuance  and  delivery, and they are
entitled  to  all  of  the  rights of ownership, including the right to vote any
shares  awarded  and  to receive ordinary cash dividends on the common stock, if
such  dividends  are  ever declared (though no dividends have been declared now,
and  none  are  likely  in  the  foreseeable  future).

TAX  TREATMENT  TO  THE  RECIPIENTS

     The  common  stock  is  not  qualified under Section 401(a) of the Internal
Revenue  Code.  A  recipient, therefore, will be required for federal income tax
purposes  to  recognize  compensation during the taxable year of issuance unless
the  shares are subject to a substantial risk of forfeiture. Accordingly, absent
a  specific  contractual  provision  to the contrary, the recipient will receive
compensation  taxable  at  ordinary  rates equal to the fair market value of the
shares  on  the  date  of  receipt  since  there  will be no substantial risk of
forfeiture or other restrictions on transfer. Each recipient is urged to consult
his  tax  advisors  on  this  matter.

TAX  TREATMENT  TO  THE  COMPANY

     The  amount of income recognized by a recipient of the common stock will be
a  tax-deductible  expense  by  Butel  Corp.  for  federal  income tax purposes,
allocable  to  the  Butel  Corp.  taxable year in which the recipient recognizes
income.

RESTRICTIONS  ON  RESALE

     In  the  event  that  an affiliate of Butel Corp. acquires shares of common
stock  under  this  S-8  registration,  the affiliate will be subject to Section
16(b)  of  the Exchange Act.  Further, in the event that any affiliate acquiring
shares  hereunder has sold or sells any shares of common stock in the six months
before  or  after  the receipt of shares hereunder, such affiliate must disgorge
any  so-called "profit," as computed under Section 16(b) of the Exchange Act, to
Butel  Corp.  Services  rendered have been recognized as valid consideration for
the  "purchase"  of  shares  in  connection  with the "profit" computation under
Section  16(b) of the Exchange Act.  Butel Corp. has agreed that for the purpose
of  any  "profit" computation under Section 16(b), the price paid for the common
stock  issued  to affiliates is equal to the value of services rendered.  Shares
of  common  stock  acquired  hereunder  by persons other than affiliates are not
subject  to  Section  16(b)  of  the  Exchange  Act.

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     A  copy  of  any document or part thereof incorporated by reference in this
registration  statement  but  not delivered with this prospectus or any document
required  to  be delivered pursuant to Rule 428(b) under the Securities Act will
be  furnished  without  charge  upon written or oral request. Requests should be
addressed  to:  Jane  Butel  Corporation,  400  Gold  Avenue  SW,  Suite  750,
Albuquerque,  New  Mexico,  87102, where its telephone number is (505) 314-0787.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents filed with the Securities and Exchange Commission
(the  "Commission")  by  Butel Corp., a Florida corporation (the "Company"), are
incorporated  herein  by  reference:

a.   The  Company's  latest  Annual  Report  on  Form  10-KSB for the year ended
     December  31,  2003,  filed  with  the  Securities and Exchange Commission;

b.   The  reports of the Company filed pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934, as amended (the "Exchange Act") since the
     year  ended  December  31,  2003;  and

c.   The  description of the common stock contained in Registrant's Registration
     Statement  on  Form  10-SB  filed  with the Commission on November 21, 2002
     including  any  amendment  or report filed for the purpose of updating such
     description.

d.   All  other  documents  filed  by  the  Company  after  the  date  of  this
     registration  statement  pursuant to Sections 13(a), 13(c), 14 and 15(d) of
     the Exchange Act, prior to the filing of a post-effective amendment to this
     registration  statement  which  de-registers  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 such
     documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     Not  applicable.

ITEM  6.  INDEMNIFICATION  OF  OFFICERS,  DIRECTORS,  EMPLOYEES  AND  AGENTS.

     Reference  is  hereby  made  to  Section  607.0850  of the Florida Business
Corporation  Act  which  provides  for indemnification of directors and officers
under  certain  circumstances.

     The  Registrant's  Articles  of  Incorporation  and Bylaws provide that the
Company  shall,  to  the  fullest  extent  permitted by the laws of the State of
Florida,  indemnify any director and officer of the corporation against expenses
incurred  by such  person by  reason  of the fact  that he or she  serves or has
served  the  corporation  in  such  capacity.

     Indemnification  under the Company's Articles and Bylaws is nonexclusive of
any  other right such persons may have under statute, agreement, bylaw or action
of  the  Board  of  Directors  or  shareholders  of  the  corporation.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ItEM  8.  EXHIBITS.

(a)  The  following  exhibits  are  filed as part of this registration statement
     pursuant  to  Item  601  of  the  Regulation  S-K  and  are  specifically
     incorporated  herein  by  reference:

Exhibit  No.        Title
------------        -----

5.1                 Legal  opinion  of Bruce M. Pritchett, L.C., Attorney at Law

10.1                2004  Non-Qualified  Stock  Compensation  Plan

23.1                Consent  of  Bruce  M.  Pritchett,  L.C.,  Attorney  at  Law

23.2                Consent  of  Clyde  Bailey,  P.C.

99.1                Section  607.0850  of  the  Florida  Statutes

ITEM  9.  UNDERTAKINGS.     The  undersigned  registrant  hereby  undertakes:

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

     (i)  include  any prospectus required by Section 10(a)(3) of the Securities
          Act;
     (ii) 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,  represents  a  fundamental  change  in the information set
          forth  in  the  registration  statement;
     (iii)  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 (1)(i) and (1)(ii) shall not apply if
     the  information  required  to be included in a post-effective amendment by
     those  paragraphs  is contained in periodic reports filed by the registrant
     pursuant  to  section 13 or section 15(d) of the Securities Exchange Act of
     1934  that  are  incorporated  by  reference in the registration statement.

(2)  That,  for  the  purpose  of  determining  any  liability  pursuant  to 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 offered 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.

(4)  To  deliver or cause to be delivered with the prospectus, to each person to
     whom  the prospectus is sent or given, the latest annual report to security
     holders  that  is incorporated by reference in the prospectus and furnished
     pursuant  to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
     the  Securities  Exchange  Act  of  1934;  and,  where  interim  financial
     information  required to be presented by Article 3 of Regulation S-X is not
     set  forth  in the prospectus, to deliver, or cause to be delivered to each
     person to whom the prospectus is sent or given, the latest quarterly report
     that is specifically incorporated by reference in the prospectus to provide
     such  interim  financial  information.

(5)  Insofar as indemnification for liabilities arising under the Securities Act
     may  be  permitted  to  directors,  officers  and  controlling  persons  of
     registrant  pursuant  to the foregoing provisions, or otherwise, 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  registrant  of  expenses  incurred  or  paid  by a director, officer or
     controlling  person  of 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, 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 is against public policy as expressed
     in  the  Act  and will be governed by the final adjudication of such issue.

     The  undersigned  hereby  undertakes  that, for purposes of determining any
liability  under  the Securities Act of 1933, each filing of registrant's annual
report  pursuant  to  Section 13(a) of the Securities Exchange Act of 1934 (and,
where  applicable,  each  filing  of  an  employee  benefit plan's annual report
pursuant  to  Section  15(d)  of  the  Securities  Exchange Act of 1934) 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.

              [REMAINDER OF PAGE BLANK; SIGNATURE PAGE TO FOLLOW]
SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the Registrant
certifies  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  Albuquerque,  New  Mexico,  on  October 19, 2004.

Jane  Butel  Corp.
(Registrant)

/s/  Jane  Butel
----------------
Jane  Butel
President

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

SIGNATURES                          TITLE                             DATE

/s/  Jane  Butel
----------------
Jane  Butel               President  and  Director            October  19,  2004
                          Chief Executive Officer,
                          Chief Financial Officer

/s/  Steven  A.  Jackson           Director                   October  19,  2004
------------------------
Steven  A.  Jackson

/s/  Sidney  B.  Kramer            Director                   October  19,  2004
-----------------------
Sidney  B.  Kramer

/s/  Bette  Clemens                Director                   October  19,  2004
-------------------
Bette  Clemens

/s/  Paul  D.  Butt                Director                   October  19,  2004
-------------------
Paul  D.  Butt

INDEX  TO  EXHIBITS

Exhibit  No.        Title
------------        -----

5.1                 Legal  opinion  of Bruce M. Pritchett, L.C., Attorney at Law

10.1                2004  Non-Qualified  Stock  Compensation  Plan

23.1                Consent  of  Bruce  M.  Pritchett,  L.C.,  Attorney  at  Law

23.2                Consent  of  Clyde  Bailey,  P.C.

99.1                Section  607.0850  of  the  Florida  Statutes