As filed with the Securities and Exchange Commission on August 30, 2004

--------------------------------------------------------------------------------


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


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                  CENTREX, INC.
              (Exact name of small business issuer in its charter)

        Oklahoma                                              73-1554121
        --------                                              ----------
(State of incorporation)                                 (IRS Employer ID No.)

                            9202 South Toledo Avenue
                              Tulsa, Oklahoma 74137
              (Address of Principal Executive Offices and Zip Code)

           Centrex, Inc. Common Stock Issued Pursuant to Consulting,
                    Employment and Legal Service Agreements

                                  With Copy To:
                                Ronald C. Kaufman
                              Kaufman & Associates
                          624 South Boston, Suite 1070
                              Tulsa, Oklahoma 74119
                                 (918) 584-4463
<TABLE>
<CAPTION>

                         Calculation of Registration Fee


<S>                                             <C>                <C>          <C>          <C>
                                                                   Proposed     Proposed
                                                                   Maximum      Maximum
                                                                   Offering     Aggregate    Amount of
                                                Amount to be       Price per    Offering     Registration
Title of Securities to be Registered            Registered (1)     Share (3)    Price        Fee (4)
----------------------------------------------- ----------------- ------------ ------------ --------------
Common Stock, $0.001 par value................  8,000,000 (2)     $0.011       $88,000      $11.15


</TABLE>

(1)  Pursuant to Rule 416, this amount also includes an indeterminate  number of
     additional shares that may be offered and issued by reason of stock splits,
     stock dividends or similar transactions.

(2)  Shares  of  Centrex,  Inc.  common  stock to be  issued  to  non-affiliates
     pursuant to consulting, employment, and legal services agreements.

(3)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(h) under the  Securities Act of 1933, as amended.
     This  estimate is based upon the average of the reported high and low sales
     prices  for a share of  Centrex,  Inc.  common  stock  on June 30,  2004 as
     reported by the OTC Bulletin Board.

(4)  Fees  are  calculated  by  multiplying  the  aggregate  offering  price  by
     .00012670 pursuant to Section 6(b) of the Securities Act.



<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

     * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

         We hereby incorporate, or will be deemed to have incorporated, herein
by reference the following documents:

(1)  Our Annual  Report on Form 10-KSB and 10-K/A for the period ended  December
     31,  2003 and  filed  with the SEC on March  30,  2004 and  April 1,  2004,
     respectively.

(2)  Our  Quarterly  Report on Form 10-QSB for the quarter  ended March 31, 2004
     filed with the SEC on May 17, 2004;

(3)  Our  Quarterly  Report on Form 10-QSB for the  quarter  ended June 30, 2004
     filed with the SEC on August 23, 2004

(4)  The description of our common stock, par value $.001 per share (the "Common
     Stock"),  contained  in our  Registration  Statements  on Form  SB-2  dated
     October 23, 2003 as filed with the SEC, and any amendments thereto; and


     Each document filed subsequent to the date of this registration statement
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated in this registration
statement by reference and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Ronald C. Kaufman of Kaufman and Associates.,  the Company's legal
counsel,  will be issued 2,000,000 shares that are included in this Registration
Statement.

Item 6. Indemnification of Officers and Directors.
         Our Certificate of Incorporation and Bylaws provide for indemnification
to the full extent permitted by Oklahoma law of all persons we have the power to
indemnify under Oklahoma law. Such indemnification is not deemed to be exclusive
of any other rights to which those indemnified may be entitled, under any bylaw,
agreement, vote of stockholders or otherwise. The indemnification provisions of
our Certificate of Incorporation and Bylaws may reduce the likelihood of
derivative litigation against our directors and officers for breach of their
fiduciary duties, even though such action, if successful, might otherwise
benefit us and our stockholders.

         We have entered into separate written indemnification agreements with
our sole officer and director and certain consultants and others. These
agreements provide that we will indemnify each person for acts committed in
their capacities and for virtually all other claims for which a contractual
indemnity might be enforceable.

Item 7. Exemption from Registration Claimed.

         Not Applicable.



<PAGE>



Item 8. Exhibits.

   Exhibit Number   Description of Exhibit

        5.1         Opinion of Kaufman and Associates

        23.1        Consent of Tullius Taylor Sartain & Sartain LLP

        23.2        Consent of Kaufman and Associates (included in Exhibit 5.1)

Item 9. Undertakings.

     (a)  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:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the 1933 Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change in the  information  set  forth in this  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent  no more than 20 percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    Registration Statement;

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously  disclosed  in  this
                    Registration  Statement  or  any  material  change  to  such
                    information in this Registration Statement;

                    provided,  however that paragraphs  (a)(1)(i) and (a)(1)(ii)
                    do not apply if the information required to be included in a
                    post-effective amendment by those paragraphs is contained in
                    periodic  reports with or furnished to the Commission by the
                    Registrant  pursuant  to Section 13 or Section  15(d) of the
                    1934  Act that  are  incorporated  by  reference  into  this
                    Registration Statement;

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

          (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, each filing of the
          registrant's  Annual Report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act (and, where applicable, each filing of an employee
          benefit plan's Annual Report pursuant to Section 15(d) of the Exchange
          Act) that is incorporated by reference in the  registration  statement
          shall be deemed to be a new  registration  statement  relating  to the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof.

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities Act may be permitted to directors, officers and controlling
          persons of the  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 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  being  registered,  the
          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 by
          it is against  public  policy as expressed in the  Securities  Act and
          will be governed by the final adjudication of such issue.



<PAGE>


                                   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
authorized in the State of Oklahoma, on this 30th day of August, 2004.



                                  CENTREX, INC.


                                  By: /s/ Thomas R. Coughlin, Jr.
                                  -------------------------------
                                  Thomas R. Coughlin, Jr.
                                  Chief Executive Officer
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{"company-data": {"conformed-name": "CENTREX INC", "cik": "0001080973", "assigned-sic": "3825", "irs-number": "731554121", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118654", "film-number": "041005774"}, "business-address": {"street1": "9202 S. TOLEDO", "street2": "AVENUE", "city": "TULSA", "state": "OK", "zip": "74137", "phone": "918-494-2880"}, "mail-address": {"street1": "9202 S. TOLEDO", "street2": "AVENUE", "city": "TULSA", "state": "OK", "zip": "74137"}}
As filed with the Securities and Exchange Commission on August 30, 2004

--------------------------------------------------------------------------------

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

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  CENTREX, INC.
              (Exact name of small business issuer in its charter)

        Oklahoma                                              73-1554121
        --------                                              ----------
(State of incorporation)                                 (IRS Employer ID No.)

                            9202 South Toledo Avenue
                              Tulsa, Oklahoma 74137
              (Address of Principal Executive Offices and Zip Code)

           Centrex, Inc. Common Stock Issued Pursuant to Consulting,
                    Employment and Legal Service Agreements

                                  With Copy To:
                                Ronald C. Kaufman
                              Kaufman & Associates
                          624 South Boston, Suite 1070
                              Tulsa, Oklahoma 74119
                                 (918) 584-4463
Calculation of Registration Fee
Proposed     Proposed
                                                                   Maximum      Maximum
                                                                   Offering     Aggregate    Amount of
                                                Amount to be       Price per    Offering     Registration
Title of Securities to be Registered            Registered (1)     Share (3)    Price        Fee (4)
----------------------------------------------- ----------------- ------------ ------------ --------------
Common Stock, $0.001 par value................  8,000,000 (2)     $0.011       $88,000      $11.15
(1)  Pursuant to Rule 416, this amount also includes an indeterminate  number of
     additional shares that may be offered and issued by reason of stock splits,
     stock dividends or similar transactions.

(2)  Shares  of  Centrex,  Inc.  common  stock to be  issued  to  non-affiliates
     pursuant to consulting, employment, and legal services agreements.

(3)  Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(h) under the  Securities Act of 1933, as amended.
     This  estimate is based upon the average of the reported high and low sales
     prices  for a share of  Centrex,  Inc.  common  stock  on June 30,  2004 as
     reported by the OTC Bulletin Board.

(4)  Fees  are  calculated  by  multiplying  the  aggregate  offering  price  by
     .00012670 pursuant to Section 6(b) of the Securities Act.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

     * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

         We hereby incorporate, or will be deemed to have incorporated, herein
by reference the following documents:

(1)  Our Annual  Report on Form 10-KSB and 10-K/A for the period ended  December
     31,  2003 and  filed  with the SEC on March  30,  2004 and  April 1,  2004,
     respectively.

(2)  Our  Quarterly  Report on Form 10-QSB for the quarter  ended March 31, 2004
     filed with the SEC on May 17, 2004;

(3)  Our  Quarterly  Report on Form 10-QSB for the  quarter  ended June 30, 2004
     filed with the SEC on August 23, 2004

(4)  The description of our common stock, par value $.001 per share (the "Common
     Stock"),  contained  in our  Registration  Statements  on Form  SB-2  dated
     October 23, 2003 as filed with the SEC, and any amendments thereto; and

     Each document filed subsequent to the date of this registration statement
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated in this registration
statement by reference and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference 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.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Ronald C. Kaufman of Kaufman and Associates.,  the Company's legal
counsel,  will be issued 2,000,000 shares that are included in this Registration
Statement.

Item 6. Indemnification of Officers and Directors.
         Our Certificate of Incorporation and Bylaws provide for indemnification
to the full extent permitted by Oklahoma law of all persons we have the power to
indemnify under Oklahoma law. Such indemnification is not deemed to be exclusive
of any other rights to which those indemnified may be entitled, under any bylaw,
agreement, vote of stockholders or otherwise. The indemnification provisions of
our Certificate of Incorporation and Bylaws may reduce the likelihood of
derivative litigation against our directors and officers for breach of their
fiduciary duties, even though such action, if successful, might otherwise
benefit us and our stockholders.

         We have entered into separate written indemnification agreements with
our sole officer and director and certain consultants and others. These
agreements provide that we will indemnify each person for acts committed in
their capacities and for virtually all other claims for which a contractual
indemnity might be enforceable.

Item 7. Exemption from Registration Claimed.

         Not Applicable.
Item 8. Exhibits.

   Exhibit Number   Description of Exhibit

        5.1         Opinion of Kaufman and Associates

        23.1        Consent of Tullius Taylor Sartain & Sartain LLP

        23.2        Consent of Kaufman and Associates (included in Exhibit 5.1)

Item 9. Undertakings.

     (a)  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:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the 1933 Act;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change in the  information  set  forth in this  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price  represent  no more than 20 percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    Registration Statement;

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously  disclosed  in  this
                    Registration  Statement  or  any  material  change  to  such
                    information in this Registration Statement;

                    provided,  however that paragraphs  (a)(1)(i) and (a)(1)(ii)
                    do not apply if the information required to be included in a
                    post-effective amendment by those paragraphs is contained in
                    periodic  reports with or furnished to the Commission by the
                    Registrant  pursuant  to Section 13 or Section  15(d) of the
                    1934  Act that  are  incorporated  by  reference  into  this
                    Registration Statement;

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

          (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, each filing of the
          registrant's  Annual Report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act (and, where applicable, each filing of an employee
          benefit plan's Annual Report pursuant to Section 15(d) of the Exchange
          Act) that is incorporated by reference in the  registration  statement
          shall be deemed to be a new  registration  statement  relating  to the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof.

     (c)  Insofar  as   indemnification   for  liabilities   arising  under  the
          Securities Act may be permitted to directors, officers and controlling
          persons of the  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 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  being  registered,  the
          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 by
          it is against  public  policy as expressed in the  Securities  Act and
          will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the State of Oklahoma, on this 30th day of August, 2004.

                                  CENTREX, INC.

                                  By: /s/ Thomas R. Coughlin, Jr.
                                  -------------------------------
                                  Thomas R. Coughlin, Jr.
                                  Chief Executive Officer