SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM S-8


                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                             JANE BUTEL CORPORATION
               __________________________________________________
               (Exact name of issuer as specified in its charter)


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


                              125 Second Street NW
                              Albuquerque, NM 87102
                    ________________________________________
                    (Address of principal executive offices)


                              FEE PAYMENT AGREEMENT
                            ________________________
                            (Full title of the Plan)


                              Jane Butel, President
                             Jane Butel Corporation
                              125 Second Street NW
                              Albuquerque, NM 87102

                                  505-243-2622
            _________________________________________________________
            (Name, address and telephone number of agent for service)


Approximate  date of  commencement  of sales  pursuant  to the Plan:  As soon as
practicable after the effective date of this Registration Statement.


                         CALCULATION OF REGISTRATION FEE
================================================================================

Title of                      Proposed maximum       Proposed
securities        Amount       offering price        maximum         Amount of
to be             to be          per share          aggregate       registration
registered      registered          (a)           offering price        fee
________________________________________________________________________________

Common Stock     100,000            .001               $100             $1.00

(a)  Calculated in accordance with Rule 457(h)(1) based on registrant's book
     value as of December 31, 2003.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The  following   documents  are   incorporated   by  reference  in  the
registration statement:

         (a) The registrant's latest annual report on Form 10-KSB filed pursuant
to Section 13(a) or 15(d) of the Exchange Act.

         (b) All other  reports  filed by the  registrant  pursuant  to Sections
13(a) or 15(d)  of the  Securities  Exchange  Act of 1934  since  the end of the
fiscal year covered by the annual report referred to in (a) above.

         (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.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Reference  is hereby made to the  provisions  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 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.

         The exhibits to the  registration  statement  are listed in the Exhibit
Index elsewhere herein.


                                       2


<PAGE>


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 include
           any material information with respect to the plan of distribution not
           previously  disclosed in the  Registration  Statement or any material
           change to such information in the Registration Statement.

    (2)     That,  for the  purpose  of  determining  any  liability  under  the
            Securities Act of 1933, 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  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 that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered therein, and the offering of such securities at the 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 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 is 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  thereto to be signed on its behalf by the  undersigned,
thereunto duly authorized, in Albuquerque, NM on February 20, 2003.


                                        JANE BUTEL CORPORATION



                                        By: /s/ JANE BUTEL
                                           _______________
                                                Jane Butel
                                                President


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


  SIGNATURE                        TITLE                            DATE
  _________                        _____                            ____



/s/ JANE BUTEL          President and Director                February 20, 2003
______________          (Chief executive officer and
    Jane Butel          chief financial officer)


                                       3


<PAGE>


                                  EXHIBIT INDEX


No.        Description
___        ___________

5          Opinion of Joel Bernstein, Esq., P.A.


24.1       Consent of Independent Certified Public Accountants



















































                                       4
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SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                             JANE BUTEL CORPORATION
               __________________________________________________
               (Exact name of issuer as specified in its charter)

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

                              125 Second Street NW
                              Albuquerque, NM 87102
                    ________________________________________
                    (Address of principal executive offices)

                              FEE PAYMENT AGREEMENT
                            ________________________
                            (Full title of the Plan)

                              Jane Butel, President
                             Jane Butel Corporation
                              125 Second Street NW
                              Albuquerque, NM 87102

                                  505-243-2622
            _________________________________________________________
            (Name, address and telephone number of agent for service)

Approximate  date of  commencement  of sales  pursuant  to the Plan:  As soon as
practicable after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
================================================================================

Title of                      Proposed maximum       Proposed
securities        Amount       offering price        maximum         Amount of
to be             to be          per share          aggregate       registration
registered      registered          (a)           offering price        fee
________________________________________________________________________________

Common Stock     100,000            .001               $100             $1.00

(a)  Calculated in accordance with Rule 457(h)(1) based on registrant's book
     value as of December 31, 2003.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The  following   documents  are   incorporated   by  reference  in  the
registration statement:

         (a) The registrant's latest annual report on Form 10-KSB filed pursuant
to Section 13(a) or 15(d) of the Exchange Act.

         (b) All other  reports  filed by the  registrant  pursuant  to Sections
13(a) or 15(d)  of the  Securities  Exchange  Act of 1934  since  the end of the
fiscal year covered by the annual report referred to in (a) above.

         (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.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Reference  is hereby made to the  provisions  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 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.

         The exhibits to the  registration  statement  are listed in the Exhibit
Index elsewhere herein.

                                       2
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 include
           any material information with respect to the plan of distribution not
           previously  disclosed in the  Registration  Statement or any material
           change to such information in the Registration Statement.

    (2)     That,  for the  purpose  of  determining  any  liability  under  the
            Securities Act of 1933, 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  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 that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered therein, and the offering of such securities at the 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 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 is 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  thereto to be signed on its behalf by the  undersigned,
thereunto duly authorized, in Albuquerque, NM on February 20, 2003.

                                        JANE BUTEL CORPORATION

                                        By: /s/ JANE BUTEL
                                           _______________
                                                Jane Butel
                                                President

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

  SIGNATURE                        TITLE                            DATE
  _________                        _____                            ____

/s/ JANE BUTEL          President and Director                February 20, 2003
______________          (Chief executive officer and
    Jane Butel          chief financial officer)

                                       3
EXHIBIT INDEX

No.        Description
___        ___________

5          Opinion of Joel Bernstein, Esq., P.A.

24.1       Consent of Independent Certified Public Accountants

                                       4