UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933



               Hydro Environmental Resources, Inc.
     (Exact name of registrant as specified in its charter)

        Nevada                                         73-1552304
(State of Incorporation)                        (I.R.S. Employer ID No.)

5725 S. Valley View Blvd., Suite 3, Las Vegas, Nevada      89118
(Address of Principal Executive Offices)                (Zip Code)


                Consulting and Legal Services Plan
                    (Full title of the Plan)

                    Chapman & Flanagan, Ltd.
                 777 N. Rainbow Blvd., Suite 390
                       Las Vegas, NV 89107
             (Name and address of agent for service)

                         (702) 650-5660
  (Telephone number, including area code, of agent for service)



                 Calculation of Registration Fee


 Title of     Amount to     Proposed     Proposed     Amount of
Securities        be        Maximum     Aggregate    Registration
   to be      Registered    Offering     Offering        Fee
Registered                 Price Per      Price
                           Share (1)

  Common      3,600,000      $0.05     $180,000.00      $16.55
   Stock        Shares

(1)  The Offering Price is used solely for purposes of estimating
the   registration  fee  pursuant  to  Rules  457(c)  and  457(h)
promulgated pursuant to the Securities Act of 1933. The  Offering
Price is estimated as the average of the bid and asked prices  on
March 12, 2002.

                             PART I
      Information Required in the Section 10(a) Prospectus

Item 1. Plan Information

The Company is offering shares of its common stock to various
individuals for consulting and legal services performed on the
Company's behalf. This issuance of shares is being made pursuant
to a Consulting and Legal Services Plan adopted by the Board of
Directors on September 10, 2001. The Board has equated this
number of shares to the value of the legal or consulting services
provided or to be provided by these individuals. The shares
issued hereunder to eligible participants who are not affiliates
of the Company as defined in Rule 405 of the Securities Act will
not be subject to any resale restrictions. The Plan is not
qualified under ERISA.

The consulting services for which these shares are being issued
are not in connection with any offer of sale of securities in a
capital-raising transaction and does not directly or indirectly
promote or maintain a market for the securities of the Company.

Item 2. Registrant Information and Employee Plan Annual
Information

The participants shall be provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.

                             PART II
       Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

Incorporated by reference into this Registration Statement are
the contents of the Company's Registration Statement on Form S-8,
and the Company's Annual Report on Form 10-KSB for the period
ended December 31, 2001, the Company's Quarterly Reports on Form
10-QSB for the period ended March 31, 2001, June 30, 2001, and
September 30, 2001, the Company's Current Reports filed on Form 8-
K filed on March, 13, 2001, June 19, 2001, and July 6, 2001, and
the Company's Proxy Statement filed on June 18, 2001. All
documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, after the date of this Registration
Statement and prior to the termination of the offering 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
Registration Statement and to be a part hereof from the date of
filing of such documents.  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.
The Company will provide without charge to each person to whom a
copy of this Registration Statement is delivered, on the written
or oral request of such person, a copy of any or all of the
documents referred to above which have been or may be
incorporated by reference into this Registration Statement, other
than certain exhibits to such documents.  Requests for such
copies shall be directed to Shareholder Relations, Hydro
Environmental Resources, Inc., 5725 S. Valley View Blvd., Suite
3, Las Vegas, Nevada, telephone (702) 597-9070.

Item 4. Description of Securities.

Not applicable

Item 5. Interest of Named Experts and Counsel.

A portion of the shares being registered herein are being issued
to the Registrant's attorneys for services provided to the
Registrant. Neither the Registrant's Accountants nor any other
experts named in the registration statement has any equity or
other interest in the Registrant.

Item 6. Indemnification of Directors and Officers.

The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of Incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.

The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.

Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

 Number   Description

   4.1    The Company's Articles of Incorporation, which define the
          rights of holders of the equity securities being registered.
          (Incorporated by reference to Exhibit 3.1 of the Company's
          quarterly report on Form 10-QSB filed on August 20, 2001.)

   4.2    The Company's By-Laws, which define the rights of holders of
          the equity securities being registered.  (Incorporated by
          reference to Exhibit 3.2 of the Company's quarterly report on
          Form 10-QSB filed on August 20, 2001.)

   4.3    Articles of Merger (Nevada).  (Incorporated by reference to
          Exhibit 3.3 of the Company's quarterly report on Form 10-QSB
          filed on August 20, 2001.)

   4.4    Certificate of Merger (Oklahoma).  (Incorporated by
          reference to Exhibit 3.4 of the Company's quarterly report on
          Form 10-QSB filed on August 20, 2001.)

   5.1    Opinion of Counsel, Chapman & Flanagan, Ltd. (Filed
          herewith.)

   23.1   Consent of Cordovano and Harvey, P.C., Certified Public
          Accountants.  (Filed herewith.)

   23.2   Consent of Counsel.  (Included in Exhibit 5.1.)


Item 9. Undertakings.

The registrant makes the following undertakings:

     a)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 any facts or events which, individually
                or together, represent a fundamental change in the
                information in the registration statement;

          iii)  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.

    b) The undersigned registrant hereby undertakes that, for
       purposes of determining any liability under the
       Securities Act of 1933, each filing of the registrant's
       annual report pursuant to section 13(a) or section 15(d)
       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.

    c) Insofar as indemnification for liabilities arising under
       the Securities Act of 1933 may be permitted to directors,
       officers and controlling persons of the registrant
       pursuant to the foregoing provisions, or otherwise, the
       registrant has been advised that in the opinion of the
       Securities and Exchange Commission, such indemnification
       is against public policy as expressed in the Act and is
       therefore, unenforceable. In the event that
       indemnification is permitted to directors, officers and
       controlling persons of the registrant pursuant to the
       foregoing provisions, or otherwise, the registrant has
       been advised that in the opinion of the Securities and
       Exchange Commission such indemnification is against
       public policy as expressed in the Act and is, therefore,
       unenforceable. In the event that a claim for
       indemnification against such liabilities (other than the
       payment by the registrant of the expenses incurred or
       paid by a director, officer or controlling person of the
       registrant in the successful defense of any action, suit
       or proceeding) is asserted by such director, officer or
       controlling person in connection with the securities of
       such corporation it is the opinion of the SEC that any
       such indemnification is against public policy.

                           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 to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City
of Las Vegas, Nevada, on March 12, 2002.

(Registrant) Hydro Environmental Resources, Inc.

     By (Signature and Title) /s/ Jack H. Wynn
                              Jack H. Wynn, President and Director

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

Signature                    Title                 Date

/s/Jack H. Wynn              President,            March 12, 2002
Jack H. Wynn                 Secretary/Treasurer
                             and Director

/s/ John Wheeler             Director              March 12, 2002
John Wheeler


/s/ David A. Youngblood      Director              March 12, 2002
David A. Youngblood



                            PART III

                        INDEX TO EXHIBITS



  Number       Description

   4.1         The  Company's  Articles  of  Incorporation,  which
               define   the  rights  of  holders  of  the  equity
               securities  being  registered.  (Incorporated   by
               reference   to   Exhibit  3.1  of  the   Company's
               quarterly  report on Form 10-QSB filed  on  August
               20, 2001.)

   4.2         The  Company's By-Laws, which define the rights  of
               holders of the equity securities being registered.
               (Incorporated by reference to Exhibit 3.2  of  the
               Company's quarterly report on Form 10-QSB filed on
               August 20, 2001.)

   4.3         Articles  of  Merger  (Nevada).   (Incorporated  by
               reference   to   Exhibit  3.3  of  the   Company's
               quarterly  report on Form 10-QSB filed  on  August
               20, 2001.)

   4.4         Certificate  of  Merger (Oklahoma).   (Incorporated
               by  reference  to  Exhibit 3.4  of  the  Company's
               quarterly  report on Form 10-QSB filed  on  August
               20, 2001.)

   5.1         Opinion of Counsel, Chapman & Flanagan, Ltd.
               (Filed herewith.)

   23.1        Consent of Cordovano and Harvey, P.C., Certified
               Public Accountants.  (Filed herewith.)

   23.2        Consent of Counsel.  (Included in Exhibit 5.1.)
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{"company-data": {"conformed-name": "HYDRO ENVIRONMENTAL RESOURCES INC", "cik": "0001081260", "assigned-sic": "2810", "irs-number": "731552304", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84424", "film-number": "02577012"}, "business-address": {"street1": "8908 SOUTH YALE AVE #409", "city": "TULSA", "state": "OK", "zip": "74137", "phone": "9184810167"}, "mail-address": {"street1": "8908 S YALE AVE #409", "city": "TULSA", "state": "OK", "zip": "74137"}}
UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM S-8

                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933

               Hydro Environmental Resources, Inc.
     (Exact name of registrant as specified in its charter)

        Nevada                                         73-1552304
(State of Incorporation)                        (I.R.S. Employer ID No.)

5725 S. Valley View Blvd., Suite 3, Las Vegas, Nevada      89118
(Address of Principal Executive Offices)                (Zip Code)

                Consulting and Legal Services Plan
                    (Full title of the Plan)

                    Chapman & Flanagan, Ltd.
                 777 N. Rainbow Blvd., Suite 390
                       Las Vegas, NV 89107
             (Name and address of agent for service)

                         (702) 650-5660
  (Telephone number, including area code, of agent for service)

                 Calculation of Registration Fee

 Title of     Amount to     Proposed     Proposed     Amount of
Securities        be        Maximum     Aggregate    Registration
   to be      Registered    Offering     Offering        Fee
Registered                 Price Per      Price
                           Share (1)

  Common      3,600,000      $0.05     $180,000.00      $16.55
   Stock        Shares

(1)  The Offering Price is used solely for purposes of estimating
the   registration  fee  pursuant  to  Rules  457(c)  and  457(h)
promulgated pursuant to the Securities Act of 1933. The  Offering
Price is estimated as the average of the bid and asked prices  on
March 12, 2002.

                             PART I
      Information Required in the Section 10(a) Prospectus

Item 1. Plan Information

The Company is offering shares of its common stock to various
individuals for consulting and legal services performed on the
Company's behalf. This issuance of shares is being made pursuant
to a Consulting and Legal Services Plan adopted by the Board of
Directors on September 10, 2001. The Board has equated this
number of shares to the value of the legal or consulting services
provided or to be provided by these individuals. The shares
issued hereunder to eligible participants who are not affiliates
of the Company as defined in Rule 405 of the Securities Act will
not be subject to any resale restrictions. The Plan is not
qualified under ERISA.

The consulting services for which these shares are being issued
are not in connection with any offer of sale of securities in a
capital-raising transaction and does not directly or indirectly
promote or maintain a market for the securities of the Company.

Item 2. Registrant Information and Employee Plan Annual
Information

The participants shall be provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.

                             PART II
       Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

Incorporated by reference into this Registration Statement are
the contents of the Company's Registration Statement on Form S-8,
and the Company's Annual Report on Form 10-KSB for the period
ended December 31, 2001, the Company's Quarterly Reports on Form
10-QSB for the period ended March 31, 2001, June 30, 2001, and
September 30, 2001, the Company's Current Reports filed on Form 8-
K filed on March, 13, 2001, June 19, 2001, and July 6, 2001, and
the Company's Proxy Statement filed on June 18, 2001. All
documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, after the date of this Registration
Statement and prior to the termination of the offering 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
Registration Statement and to be a part hereof from the date of
filing of such documents.  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.
The Company will provide without charge to each person to whom a
copy of this Registration Statement is delivered, on the written
or oral request of such person, a copy of any or all of the
documents referred to above which have been or may be
incorporated by reference into this Registration Statement, other
than certain exhibits to such documents.  Requests for such
copies shall be directed to Shareholder Relations, Hydro
Environmental Resources, Inc., 5725 S. Valley View Blvd., Suite
3, Las Vegas, Nevada, telephone (702) 597-9070.

Item 4. Description of Securities.

Not applicable

Item 5. Interest of Named Experts and Counsel.

A portion of the shares being registered herein are being issued
to the Registrant's attorneys for services provided to the
Registrant. Neither the Registrant's Accountants nor any other
experts named in the registration statement has any equity or
other interest in the Registrant.

Item 6. Indemnification of Directors and Officers.

The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of Incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.

The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.

Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

 Number   Description

   4.1    The Company's Articles of Incorporation, which define the
          rights of holders of the equity securities being registered.
          (Incorporated by reference to Exhibit 3.1 of the Company's
          quarterly report on Form 10-QSB filed on August 20, 2001.)

   4.2    The Company's By-Laws, which define the rights of holders of
          the equity securities being registered.  (Incorporated by
          reference to Exhibit 3.2 of the Company's quarterly report on
          Form 10-QSB filed on August 20, 2001.)

   4.3    Articles of Merger (Nevada).  (Incorporated by reference to
          Exhibit 3.3 of the Company's quarterly report on Form 10-QSB
          filed on August 20, 2001.)

   4.4    Certificate of Merger (Oklahoma).  (Incorporated by
          reference to Exhibit 3.4 of the Company's quarterly report on
          Form 10-QSB filed on August 20, 2001.)

   5.1    Opinion of Counsel, Chapman & Flanagan, Ltd. (Filed
          herewith.)

   23.1   Consent of Cordovano and Harvey, P.C., Certified Public
          Accountants.  (Filed herewith.)

   23.2   Consent of Counsel.  (Included in Exhibit 5.1.)

Item 9. Undertakings.

The registrant makes the following undertakings:

     a)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 any facts or events which, individually
                or together, represent a fundamental change in the
                information in the registration statement;

          iii)  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.

    b) The undersigned registrant hereby undertakes that, for
       purposes of determining any liability under the
       Securities Act of 1933, each filing of the registrant's
       annual report pursuant to section 13(a) or section 15(d)
       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.

    c) Insofar as indemnification for liabilities arising under
       the Securities Act of 1933 may be permitted to directors,
       officers and controlling persons of the registrant
       pursuant to the foregoing provisions, or otherwise, the
       registrant has been advised that in the opinion of the
       Securities and Exchange Commission, such indemnification
       is against public policy as expressed in the Act and is
       therefore, unenforceable. In the event that
       indemnification is permitted to directors, officers and
       controlling persons of the registrant pursuant to the
       foregoing provisions, or otherwise, the registrant has
       been advised that in the opinion of the Securities and
       Exchange Commission such indemnification is against
       public policy as expressed in the Act and is, therefore,
       unenforceable. In the event that a claim for
       indemnification against such liabilities (other than the
       payment by the registrant of the expenses incurred or
       paid by a director, officer or controlling person of the
       registrant in the successful defense of any action, suit
       or proceeding) is asserted by such director, officer or
       controlling person in connection with the securities of
       such corporation it is the opinion of the SEC that any
       such indemnification is against public policy.

                           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 to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City
of Las Vegas, Nevada, on March 12, 2002.

(Registrant) Hydro Environmental Resources, Inc.

     By (Signature and Title) /s/ Jack H. Wynn
                              Jack H. Wynn, President and Director

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

Signature                    Title                 Date

/s/Jack H. Wynn              President,            March 12, 2002
Jack H. Wynn                 Secretary/Treasurer
                             and Director

/s/ John Wheeler             Director              March 12, 2002
John Wheeler

/s/ David A. Youngblood      Director              March 12, 2002
David A. Youngblood

                            PART III

                        INDEX TO EXHIBITS

  Number       Description

   4.1         The  Company's  Articles  of  Incorporation,  which
               define   the  rights  of  holders  of  the  equity
               securities  being  registered.  (Incorporated   by
               reference   to   Exhibit  3.1  of  the   Company's
               quarterly  report on Form 10-QSB filed  on  August
               20, 2001.)

   4.2         The  Company's By-Laws, which define the rights  of
               holders of the equity securities being registered.
               (Incorporated by reference to Exhibit 3.2  of  the
               Company's quarterly report on Form 10-QSB filed on
               August 20, 2001.)

   4.3         Articles  of  Merger  (Nevada).   (Incorporated  by
               reference   to   Exhibit  3.3  of  the   Company's
               quarterly  report on Form 10-QSB filed  on  August
               20, 2001.)

   4.4         Certificate  of  Merger (Oklahoma).   (Incorporated
               by  reference  to  Exhibit 3.4  of  the  Company's
               quarterly  report on Form 10-QSB filed  on  August
               20, 2001.)

   5.1         Opinion of Counsel, Chapman & Flanagan, Ltd.
               (Filed herewith.)

   23.1        Consent of Cordovano and Harvey, P.C., Certified
               Public Accountants.  (Filed herewith.)

   23.2        Consent of Counsel.  (Included in Exhibit 5.1.)