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)

    Oklahoma                  000-27825              73-1533326
(State of Incorporation)    (SEC File No.) (I.R.S. Employer ID No.)

2006 Oak Creek Place, Hayward, California            94541
(Address of Principal Executive Offices)           (Zip Code)


                       Legal Services Plan
                    (Full title of the Plan)

                      Frederick K. Slicker
                8908 South Yale Avenue, Suite 410
                      Tulsa, Oklahoma 74137
             (Name and address of agent for service)

                         (918) 481-0167
  (Telephone number, including area code, of agent for service)

                         With a copy to:
                    Chapman & Flanagan, Ltd.
                 2080 E. Flamingo Rd., Suite 112
                      Las Vegas, NV  89119
                         (702) 650-5660
                       Fax: (702) 650-5667

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       200,000       $0.313     $62,600.00    $  15.65
   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 2, 2001.

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

Item 1. Plan Information

The  Company is offering the following shares of its common stock
to  the  following individuals for their legal services performed
on  the Company's behalf. The issuance of these shares are  being
made  pursuant to a Legal Services Plan (the "Plan")  adopted  by
the  Board  of Directors on March 2, 2001. The Board has  equated
these  number  of  shares  to the value  of  the  legal  services
provided  by these individuals. The shares issued hereunder  will
not  be  subject  to any resale restrictions.  The  Plan  is  not
qualified under ERISA. The following individuals will receive the
number of shares listed next to their names:

         Daniel G. Chapman       100,000  shares for  legal
                                 services

         Sean P. Flanagan        100,000  shares for  legal
                                 services

The legal services for whom these shares are being issued are not
in  connection with any offer or 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.

The following are hereby incorporated by reference:

          (a)  The  registrant's  Articles  of  Incorporation  as
               filed  with  the  amended  Form 10-SB on March 22,
               2000.

          (b)  The registrant's By-Laws as filed with the amended
               Form 10-SB on March 22, 2000.

          (c)  The  registrant's  Form  10-KSB for the year ended
               December 31, 1999, filed on March 31, 2000.

          (d)  The  registrant's Form 10-QSB for the period ended
               March 31, 2000, filed on June 29, 2000.

          (e)  The  registrant's Form 10-QSB for the period ended
               June 30, 2000, filed on August 15, 2000.

          (f)  The registrant's Form 10-QSB for the period  ended
               September 30, 2000, filed on November 14, 2000.

          (g)  All  other reports filed pursuant to Section 13(a)
               or 15(d)  of the Exchange Act since the end of the
               fiscal year covered by  the registration documents
               referred to above.

Item 4. Description of Securities.

Common Stock, $0.001 par value per share.

Item 5. Interest of Named Experts and Counsel.

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.

The rights of common shareholders are defined in the Registrant's
Articles of Incorporation which have been incorporated into  this
Registration  Statement by reference (see Item 3, Part  II).  The
Registrant  does  not intend for this Plan to be qualified  under
ERISA,  and does not, therefore, intend to comply with the  terms
of ERISA.

Item 9. Undertaking.

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  personas  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

The  Registrant. 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  Hayward,  State  of
California, on 3/02, 2001.

(Registrant) Hydro Environmental Resources, Inc.

By (Signature and Title) /s/ Jack Wynn
                   Jack 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 Wynn          President, Secretary,     March 2, 2001
Jack Wynn              Treasurer, and Director

                            PART III

                        INDEX TO EXHIBITS

EXHIBIT NUMBER      EXHIBIT

        5           Opinion re: Legality

       23.1         Consent of Chapman & Flanagan, Ltd. (included
                    in exhibit 5)

       23.2         Consent of Independent Auditors
[{"type": "S-8", "sequence": "1", "filename": "hyers8cf.txt", "secsgml_size_bytes": 12842}]
{"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": "333-56862", "film-number": "1566006"}, "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)

    Oklahoma                  000-27825              73-1533326
(State of Incorporation)    (SEC File No.) (I.R.S. Employer ID No.)

2006 Oak Creek Place, Hayward, California            94541
(Address of Principal Executive Offices)           (Zip Code)

                       Legal Services Plan
                    (Full title of the Plan)

                      Frederick K. Slicker
                8908 South Yale Avenue, Suite 410
                      Tulsa, Oklahoma 74137
             (Name and address of agent for service)

                         (918) 481-0167
  (Telephone number, including area code, of agent for service)

                         With a copy to:
                    Chapman & Flanagan, Ltd.
                 2080 E. Flamingo Rd., Suite 112
                      Las Vegas, NV  89119
                         (702) 650-5660
                       Fax: (702) 650-5667

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       200,000       $0.313     $62,600.00    $  15.65
   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 2, 2001.

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

Item 1. Plan Information

The  Company is offering the following shares of its common stock
to  the  following individuals for their legal services performed
on  the Company's behalf. The issuance of these shares are  being
made  pursuant to a Legal Services Plan (the "Plan")  adopted  by
the  Board  of Directors on March 2, 2001. The Board has  equated
these  number  of  shares  to the value  of  the  legal  services
provided  by these individuals. The shares issued hereunder  will
not  be  subject  to any resale restrictions.  The  Plan  is  not
qualified under ERISA. The following individuals will receive the
number of shares listed next to their names:

         Daniel G. Chapman       100,000  shares for  legal
                                 services

         Sean P. Flanagan        100,000  shares for  legal
                                 services

The legal services for whom these shares are being issued are not
in  connection with any offer or 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.

The following are hereby incorporated by reference:

          (a)  The  registrant's  Articles  of  Incorporation  as
               filed  with  the  amended  Form 10-SB on March 22,
               2000.

          (b)  The registrant's By-Laws as filed with the amended
               Form 10-SB on March 22, 2000.

          (c)  The  registrant's  Form  10-KSB for the year ended
               December 31, 1999, filed on March 31, 2000.

          (d)  The  registrant's Form 10-QSB for the period ended
               March 31, 2000, filed on June 29, 2000.

          (e)  The  registrant's Form 10-QSB for the period ended
               June 30, 2000, filed on August 15, 2000.

          (f)  The registrant's Form 10-QSB for the period  ended
               September 30, 2000, filed on November 14, 2000.

          (g)  All  other reports filed pursuant to Section 13(a)
               or 15(d)  of the Exchange Act since the end of the
               fiscal year covered by  the registration documents
               referred to above.

Item 4. Description of Securities.

Common Stock, $0.001 par value per share.

Item 5. Interest of Named Experts and Counsel.

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.

The rights of common shareholders are defined in the Registrant's
Articles of Incorporation which have been incorporated into  this
Registration  Statement by reference (see Item 3, Part  II).  The
Registrant  does  not intend for this Plan to be qualified  under
ERISA,  and does not, therefore, intend to comply with the  terms
of ERISA.

Item 9. Undertaking.

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  personas  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

The  Registrant. 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  Hayward,  State  of
California, on 3/02, 2001.

(Registrant) Hydro Environmental Resources, Inc.

By (Signature and Title) /s/ Jack Wynn
                   Jack 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 Wynn          President, Secretary,     March 2, 2001
Jack Wynn              Treasurer, and Director

                            PART III

                        INDEX TO EXHIBITS

EXHIBIT NUMBER      EXHIBIT

        5           Opinion re: Legality

       23.1         Consent of Chapman & Flanagan, Ltd. (included
                    in exhibit 5)

       23.2         Consent of Independent Auditors