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 registrant as specified in its charter)

        Oklahoma                    000-32021                  73-1554121
        --------                    ---------                  ----------
(State of incorporation)        (SEC File Number)          (IRS Employer ID No.)

                           8908 South Yale, Suite 409
                           Tulsa, Oklahoma 74137-3545
                                 (918) 491-7557
              (Address of Principal Executive Offices and Zip Code)

                         260,000 Shares of Common Stock
                     Issued Pursuant to Consulting Agreement
                                      and
                  3,000,000 Shares of Common Stock to be Issued
 Pursuant to Centrex Inc.'s First Amended Employee Incentive Stock Option Plan.

                                  With Copy To:
                              Kaufman & Associates
                            One Main Plaza, Suite 210
                              Tulsa, Oklahoma 74119
                                 (918) 584-4463
                     (Name and address of Agent for Service)
          (Telephone number, including area code, of Agent for Service)

                         Calculation of Registration Fee
--------------------------------------------------------------------------------
                                       Proposed   Proposed
                                       Maximum    Maximum
                                       Offering   Aggregate        Amount of
Title of securities    Amount to be    Price per  Offering         Registration
to be registered       registered      Share      Price            Fee
--------------------------------------------------------------------------------

Common Stock               260,000(1)  $0.10*     $26,000*         $ 6.86(3)
Common Stock             3,000,000(2)  $0.10*    $300,000*         $79.20(3)
--------------------------------------------------------------------------------

(1)  260,000 shares are issued to Consultant pursuant to Consulting Agreement

(2)  3,000,000  shares are  pursuant to Centrex  Inc.'s First  Amended  Employee
     Incentive Stock Option Plan. In addition, pursuant to Rule 416(c) under the
     Securities  Act  of  1933,  this  registration  statement  also  covers  an
     indeterminate  amount of  interests  to be offered or sold  pursuant to the
     employee benefit plan described herein.

(3)  Fees are calculated by multiplying the aggregate offering amount by .000264
     pursuant to Section 6(b) of the Securities Act.

 *  Estimated  solely for the purpose of calculating the  registration fee in
accordance  with Rule  457(h)  under the  Securities  Act of 1933,  as  amended.
Pursuant to Rule 457(h), this estimate is based on par value of the Registrant's
common stock, $0.001 par value per share.



<PAGE>

                                     PART I.

Item 1.  Plan Information.

         See Exhibit 4.2, attached hereto.


Item 2.  Registrant Information and Employee Plan Annual Information

         The  Registrant  will  provide  participants  without  charge  and upon
written or oral  request the  documents  referenced  in Item 3 of Part II of the
registration  statement.  These  documents are  incorporated by reference in the
Section 10(a) Prospectus.  The Registrant will also provide participants without
charge and upon written or oral request all other documents that may be required
to be delivered to employees pursuant to Rule 428(b). Requests for documents can
be made to Gifford  Mabie,  President,  Centrex,  Inc.,  8908 S. Yale Ave. #409,
Tulsa, OK 74137, (918) 481-0167.

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         The prospectus (the "Resale Prospectus") may be used in connection with
reoffers  and  resales of shares of Centrex  common  stock  issued  pursuant  to
Centrex Inc.'s First Amended  Employee  Incentive Stock Option Plan . The Resale
Prospectus is filed as part of this  Registration  Statement as required by Form
S-8.



                               REOFFER PROSPECTUS

                  3,000,000 Shares of Centrex, Inc. Common Stock

         The  selling  shareholders  may sell up to  3,000,000  shares of common
stock from time to time. The selling shareholders may sell their shares:

         -On the National Quotation Bureau
         -To a broker-dealer, including a market maker, who purchases the shares
         for its own account
         -In private transactions or by gift

         The  selling  shareholders  may also pledge  their  shares from time to
time, and the lender may sell the shares upon foreclosure.

         The shares being offered by the selling  shareholders  have been issued
upon the exercise of certain stock  options or as  compensation  for  consulting
services  rendered not in connection with a capital fund raising  transaction or
to make or maintain a market for Centrex's common stock.

         We  will  not  receive  any  proceeds  from  the  sale  by the  selling
shareholders  of  their  shares  of  common  stock.  We  paid  the  cost  of the
preparation of this prospectus and of registration, which is estimated at $750.

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

         Investing in shares of our common stock involves a high degree of risk.
You  should  purchase  the  shares  only if you can  afford to lose your  entire
investment. See "Risk Factors," which begins on page 4.

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

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved  these  securities or determined  whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                The date of this prospectus is November 21, 2001


                                       2

<PAGE>



                                TABLE OF CONTENTS

THE COMPANY................................................................4
RISK FACTORS...............................................................4
USE OF PROCEEDS............................................................7
SELLING SHAREHOLDERS.......................................................8
PLAN OF DISTRIBUTION.......................................................8
AVAILABLE INFORMATION......................................................9
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................9
LEGAL MATTERS..............................................................9
EXPERTS....................................................................9




                                       3

<PAGE>

                                   THE COMPANY

         We are a development  stage  company.  We own the  exclusive  worldwide
license to a technology  for  detecting E. coli  bacteria in food and water.  We
also  own  the  exclusive  worldwide  license  to  a  technology  for  detecting
cryptosporidium and other pathogens in water.

         The E. coli detection  system prototype is presently being developed at
Los Alamos  National  Laboratory  ("LANL").  The prototype  should be capable of
confirming  the presence of E. coli  bacteria  within  minutes as opposed to the
current  testing method that requires an average of 24 hours to obtain a result.
Development of a prototype cryptosporidium detection system has yet to begin.

         We have no  operating  history  prior to October 6, 1998.  Because  our
products are presently  being developed or are in the planning stage, we have no
revenues. Our development activities to date have been funded primarily by loans
from our founding shareholders.  We do not anticipate any revenues from the sale
of products until such products have been proven to be  commercially  viable and
appropriate government and industry approvals,  if required, have been obtained.
There is no assurance  that we will be  successful  in  developing  commercially
viable  products,  that such products  will obtain  appropriate  government  and
industry approvals,  or that such products will generate revenue and profits for
the Company.

         Our immediate  objective is to develop and market a competitive product
line of E. coli detection  systems for water treatment  plants that are designed
to meet current testing  requirements  and produce test results in less than one
minute  and at a lower  cost per test than the method  currently  used.  E. coli
contamination  of drinking  water and  surface  water is an  increasing  problem
worldwide.  Accurate and immediate testing for E. coli  contamination can reduce
the risk of illness and death.

         We acquired the  exclusive  rights to the E. coli  detection  system on
June 7, 1999,  when we acquired 100% of the common stock of E. Coli  Measurement
Systems, Inc. ("EMSI"), a Florida corporation, in exchange for 540,000 shares of
our common  stock.  EMSI ceased to exist by reason of the  transaction,  and the
rights and  obligations  of EMSI under their  Exclusive  License  Agreement  and
Sponsored  Research Agreement with the University of California were assigned to
us.

         We  acquired  the  exclusive  worldwide  rights to the  cryptosporidium
detection  system on  September  17, 1999,  when we acquired  100% of the common
stock of Safe  Water  Technologies,  Inc.  ("SWT"),  a  Florida  corporation  in
exchange for 950,000  shares of our common stock.  SWT ceased to exist by reason
of the  transaction  and the rights and obligations of SWT under their Exclusive
License Agreement with the University of South Florida Research  Foundation were
assigned to us.

         The  description  of our business and other  information  regarding the
Company is contained in our Form 10-SB, as amended,  and our Form 10-KSB for the
year  ended  December  31,  2000.  These  reports  are  incorporated  herein  by
reference.


                                  RISK FACTORS

         You  should  carefully  consider  each of the risks  and  uncertainties
described  below  and all the other  information  contained  in this  prospectus
before  deciding to invest in shares of our common  stock.  The trading price of
our common stock could decline if any of the following  risks and  uncertainties
develop into actual  events,  and you may lose all or part of the money you paid
to buy our common stock.

     This prospectus also contains forward-looking statements that involve risks
and  uncertainties.  Our  actual  results  could  differ  materially  from those
anticipated in these forward-looking  statements as a result of certain factors,
including  the  risks  faced  by  us  described  below  and  elsewhere  in  this
prospectus. We assume no obligation to update any forward-looking  statements or
reason why actual results might differ.

                                       4
<PAGE>

We Have A Limited Operating History
         We have only been operating since October 6, 1998. Accordingly, we have
a limited  operating  history upon which an  evaluation of our  performance  and
prospects  can be based.  We face all of the risks  common to  companies  in the
early stage of development, including:

             -Under Capitalization
             -Cash Shortages
             -An Unproven Business Model
             -A Product in the Development Stage
             -Lack of Revenue, Cash flow, and Earnings to be Self-sustaining

         Our failure to  successfully  address any of the risks  described above
will have a material adverse effect on our business,  financial condition and on
the price of our common stock.

We Have A History Of Losses And Expect Future Losses
         We have had annual losses since our inception in October, 1998. We
expect to continue to incur losses until we finish the development of our
products, obtain government approval, if required, for our products, and sell
enough products at prices high enough to generate a profit. There is no
assurance that we will be able to develop a commercially viable product, to
obtain approval for our products, or to generate net revenue from the sale of
our products, or to achieve or maintain profitable operations.

Our Products Are Still In Development
         Centrex has no products or services for sale at this time.  The Centrex
E. coli detection system is still in the research and development  stage. It has
not yet been submitted to or received  approval from any government agency which
may be required  before we can sell the product in the United  States  ("U.S.").
There is no assurance that the product will be  commercially  viable or that any
agency will approve the product for sale in the U.S. It is anticipated  that the
E.  coli  detection  system  will be  marketed  worldwide  when  development  is
completed and any required approvals are secured,  either directly by Centrex or
by a corporate  marketing  partner,  to water treatment systems and end users of
drinking  water  including  individual  homeowners,  hospitals  and  water  park
operators.

         The E. coli  detection  system  is the  commercial  use of a  detection
technique  developed by LANL for use by the U.S.  armed  forces.  The  detection
system uses a proprietary,  patented  technology to detect the  "fingerprint" of
the  bacteria it has been  calibrated  to match.  This  technique  yields  rapid
results because a culture is not required.

If We Cannot Generate Adequate,  Profitable Sales Of Our Product, We Will Not Be
Successful
         In order to succeed as a company, we must develop a commercially viable
product  and sell  adequate  quantities  at a high  enough  price to  generate a
profit. We may not accomplish these objectives. Even if we succeed in developing
a commercially  viable  product,  a number of factors may affect future sales of
our product. These factors include:

     -    Whether we are successful in obtaining required approvals;

     -    Whether water treatment  plants and end users will accept our product
          as a viable alternative to the current testing method; and

     -    Whether the cost of our product is competitive in the marketplace

We Must Raise Additional Funds To Commence Testing
         We require  substantial  additional working capital to begin collecting
data,  to  commence  and  complete  field  trials,  and to market our  potential
product.  There is no assurance  that the  additional  capital  required will be
available to Centrex on acceptable terms when needed,  if at all. Any additional
capital may involve  substantial  dilution to the  interests of  Centrex's  then
existing shareholders.

Stringent, Ongoing Government Regulation And Inspection Of Our Potential Product
Could Lead To Delays In Manufacture, Marketing and Sales
         Water  treatment  plants are controlled by governments  worldwide.  The
controlling  agency may  continue  to review  products  even after they  receive
approval.  Our potential product,  its manufacture and marketing will be subject

                                       5
<PAGE>

to ongoing  regulation,  including  compliance  with current Good  Manufacturing
Practices and adverse reporting  requirements.  Any enforcement action resulting
from  failure to comply  with  requirements  could  affect the  manufacture  and
marketing of our potential product.

We Must  Obtain  Regulatory  Approvals  In Foreign  Jurisdictions  To Market Our
Products Abroad
         We will be subject to a variety of regulations  governing  sales of our
products  outside the U.S.  Whether or not U.S.  approval has been obtained,  we
must  secure  approval  of a  product  by  the  comparable  non-U.S.  regulatory
authorities  prior to the  commencement of marketing of the product in a foreign
country.  The process of obtaining  these  approvals  will be time consuming and
costly.  The approval process varies from country to country and the time needed
to secure  additional  approvals  may be  longer  than  that  required  for U.S.
approval.  Unanticipated  changes in existing regulations or the adoption of new
regulations could affect the manufacture and marketing of our products.

We May Not Be Able To Market And Distribute Our Product
         Our success  depends,  in part, on our ability to market and distribute
our product effectively. We have no experience in the sale or marketing of water
safety   products.   We  have  no   manufacturing,   marketing  or  distribution
capabilities.  In the  event  that we obtain  U.S.  approval  for our  potential
product,  we may require the assistance of one or more experienced  water safety
device companies to market and distribute our potential product effectively.  If
we seek an alliance with an experienced  water safety device company,  we may be
unable to find a collaborative participant,  enter into an alliance on favorable
terms or enter into an alliance that will be successful.  Any  participant to an
alliance might,  at its discretion,  limit the amount and timing of resources it
devotes to marketing  our product.  Any  marketing  participant  or licensee may
terminate  its  agreement  with us and  abandon  our product at any time for any
reason without  significant  payment. If we do not enter into an alliance with a
water safety device company to market and distribute our product,  we may not be
successful  in  entering  into   alternative   arrangements,   whether  engaging
independent distributors or recruiting, training and retaining a marketing staff
and sales force of our own.

Intense Competition Could Harm Our Financial Performance
         The water safety industry is highly competitive.  There are a number of
companies,  universities and research organizations actively engaged in research
and development of products that may be similar to the Centrex E. coli detection
system. Our competitors may have substantially greater assets, technical staffs,
established market shares, and greater financial and operating resources than we
do. There is no assurance that we can successfully compete.

We Do Not Own The Patents And Will Not Own Any Improvements
         We do not own any patents. The E. coli detection method is owned by the
University of California and they filed a provisional  patent application in the
U.S. on December 18, 1998. There is no assurance that a patent will issue.

         The  University  of  South  Florida  owns  the  U.S.   patent  for  the
cryptosporidium detection method, which was published April 1, 1997.

         The filing, prosecution and maintenance of all patent rights are within
the sole discretion of the patent owners.  We have the right to request that the
patent owners seek, obtain and maintain such patent and other protections to the
extent that they are lawfully  entitled to do so, at our sole expense.  There is
no assurance  that the  University  of  California  or the  University  of South
Florida will seek,  obtain or maintain such patent and other protection to which
they are or may become lawfully  entitled and there is no assurance that we will
have enough working capital to fund their activities.

There May Be Competing Products In The Future
         There is no assurance that competing  products will not be developed or
that  improvements to the patent will be available to Centrex under its existing
license. The filing, prosecution and maintenance of all patent rights are within
the sole discretion of the patent owners.  Centrex has the right to request that
the patent owners seek,  obtain and maintain such patent and other protection to
the extent that they are lawfully  entitled to do so, at Centrex's sole expense.
There is no assurance that the patent owners will seek,  obtain or maintain such
patent and other protection to which they are lawfully entitled.  Further, there
is no assurance that Centrex will have  sufficient  working  capital to fund the
patent owners' efforts in those activities, if requested.

                                       6

<PAGE>

Our Lack Of Foreign  Patent  Protection  Could  Adversely  Affect Our Ability To
Compete
         The U.S. patent covering the Centrex E. coli detection  technology does
not extend to foreign  countries,  and the Company does not  presently  have any
foreign patent protection for its product.

We Are Dependent Upon The Services Of The Researchers And Our Employees
         The E. coli  detection  system  is being  developed  at LANL  under the
direction of Dr. Alonso Castro, discoverer of the E. coli detection process. The
loss of the services of Dr.  Castro and our  inability  to retain an  acceptable
substitute could have a material adverse effect on us.

     We are also  dependent  upon the  services of our sole officer and director
and employees,  each of whom have provided  services without cash  compensation.
There is no  assurance  they will  continue  to provide  services  without  cash
compensation.  The  loss of their  services  or our  inability  to  retain  such
experienced  personnel  could have a  material  adverse  effect on our  business
prospects.

Concentration Of Stock Ownership
         Our sole officer and director,  employees and beneficial  owners,  as a
group,  own about 74% of our issued and  outstanding  common stock. As a result,
they  exercise  substantial  influence  over our  business  and the  election of
members to the Board of Directors.

Limited Experience Of Management And Potential Conflicts Of Interest
         The  sole  officer  and key  employees  of  Centrex  have  had  limited
experience in the water safety industry.  In addition,  the sole officer and key
employees  are  associated  with other  firms  involved  in a range of  business
activities.  Consequently,  there are  potential  conflicts of interest in their
acting as officers and directors of Centrex.  Management estimates that not more
than 50% of their time will be devoted to Centrex's activities.

No Market For Our Common Stock
         There is no market for our common stock and there is no assurance  that
one  will  be  established.  There  is  also no  assurance  that  even if we are
successful in establishing a market for our common stock that the market will be
sustained. You may not ever be able to sell your shares of common stock.

We Do Not Expect To Pay Dividends
         We have not declared or paid, and for the foreseeable  future we do not
anticipate declaring or paying, dividends on our common stock.

Dilution
         You  will  experience  significant  dilution  if  you  invest  in  this
Offering.  Also, to the extent outstanding  warrants and options to purchase our
common stock are exercised or additional equity securities are issued at a price
below the price of a share in this offering,  you will experience  dilution.  At
November  20,  2001,  the  Company  had  outstanding  options to  purchase up to
1,692,500  shares of common  stock at exercise  prices  ranging  from $0.001 per
share to $0.50 per share.


                                 USE OF PROCEEDS

         We will not  receive any  proceeds  from the sale of the shares sold by
the selling shareholders.

                                       7

<PAGE>

                               SELLING SHAREHOLDERS

         The  Selling  Shareholders  will  consist of  officers,  directors  and
employees of the Company.  We will supplement the reoffer prospectus with their
names and amounts of securities to be offered as such information becomes known
to us.


                              PLAN OF DISTRIBUTION

         We  are   registering   the   securities   on  behalf  of  the  selling
shareholders.  All costs,  expenses and fees in connection with the registration
of the  Securities  offered  hereby will be paid by us. We estimate  such costs,
expenses  and  fees  to be  $750.  Brokerage  commissions  and  similar  selling
expenses,  if any,  attributable  to the sale of securities  will be paid by the
selling shareholders.

         The  selling  shareholders  may sell up to  3,000,000  shares of common
stock from time to time. The selling shareholders may sell his shares

          -On the OTC Bulletin Board
          -To a broker-dealer, including a market maker, who purchases the
          shares for its own account -In private transactions or by gift

         The selling  shareholders may also pledge his shares from time to time,
and the lender may sell the shares upon foreclosure.

         The shares  being  offered by the selling  shareholders  will be issued
pursuant to Centrex Inc.'s First Amended  Employee  Incentive Stock Option Plan.

         The decision to sell any  securities  is within the  discretion of each
selling  shareholder.  Each  selling  shareholder  is free to offer and sell his
securities at times, in a manner and at prices as he determines.

         The selling  shareholders  may sell the shares at a negotiated price or
at the  market  price  or  both.  They may sell  their  shares  directly  to the
purchasers or they may use brokers. If a broker is used, the selling shareholder
may pay a brokerage fee or commission or he may sell the shares to the broker at
a discount  from the market price.  The  purchasers of the shares may also pay a
brokerage fee or other charge.  The  compensation to a particular  broker-dealer
may exceed  customary  commissions.  We do not know of any  arrangements  by the
selling shareholders for the sale of any of their shares.

         The  selling  shareholders  and  broker-dealers,   if  any,  acting  in
connection  with  sales  by  the  selling   shareholder  may  be  deemed  to  be
"underwriters"  within the meaning of Section 2(11) of the  Securities  Act, and
any  commission  received  by them and any  profit on the  resale by them of the
securities may be deemed to be underwriting  discounts and commissions under the
Securities Act.

         We will  advise each  selling  shareholder  that the  anti-manipulative
rules under the Exchange Act,  which are set forth in Regulation M, may apply to
their sales in the market. We will furnish each selling  shareholder with a copy
of regulation  M, and we will informed them that they should  deliver a copy of
this prospectus when they sell any shares.

                                       8
<PAGE>

                              AVAILABLE INFORMATION

         We file annual,  quarterly and periodic  reports,  proxy statements and
other  information  with  the  Securities  and  Exchange  Commission  using  the
Commission's  EDGAR system.  You can find Centrex's SEC filings on the SEC's web
site, www.sec.gov.

         We furnish our  shareholders  with annual  reports  containing  audited
financial  statements and with such other  periodic  reports as we, from time to
time, deem appropriate or as may be required by law. We use the calendar year as
our fiscal year.

         You should rely only on the  information  contained in this  Prospectus
and the  information  we have referred you to. We have not authorized any person
to provide you with any information that is different.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to  "incorporate  by reference"  information  that we
file with them, which means that we can disclose important information to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this prospectus, and information we file later with the SEC
will  automatically  update and supersede  this  information.  We incorporate by
reference  the documents  listed below and any future  filings we will make with
the SEC under Section 13(a),  13(c), 14 or 15 of the Securities  Exchange Act of
1934

          1.   Our Form 10-SB, as amended

          2.   Our Annual Report on Form 10 KSB for the year ended  December 31,
               2000

         This  prospectus is part of a registration  statement we filed with the
SEC.  You should  rely only on the  information  incorporated  by  reference  or
provided in this prospectus and the registration  statement.  We have authorized
no one to provide you with different information. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the statement.

         If we file any document with the SEC that contains information which is
different from the information  contained in this prospectus,  you may rely only
on the most recent information which we have filed with the Commission.

         We will  provide  a copy of the  documents  referred  to above  without
charge if you request the  information  from us. You should  contact Mr. Gifford
Mabie, President,  Centrex, Inc., 8908 S. Yale Ave. #409, Tulsa, Oklahoma 74137,
telephone (918) 491-7557, if you wish to receive any of such material.


                                  LEGAL MATTERS

         The  legality  of the shares  offered  hereby has been  passed  upon by
Kaufman & Associates, One Main Plaza, Suite 210, Tulsa, OK 74119.


                                     EXPERTS

     The balance sheet of Centrex as of December 31, 2000 and the  statements of
operations,  shareholders'  equity and cash flows for the period from  inception
(October 6, 1998) to December 31, 2000 and for the years ended December 31, 2000
and 1999,  incorporated by reference in this prospectus,  have been incorporated
herein in reliance on the report, which includes an explanatory paragraph on our
ability to continue as a going concern, of Tullius Taylor Sartain & Sartain LLP,
independent  accountants,  given on the  authority  of that firm as  experts  in
accounting and auditing.

                                       9
<PAGE>

                                     PART II

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

         (a) the Company's  Form 10-SB filed November 27, 2000 as amended.
         (b) the Company's Form 10-KSB for the year ended December 31, 2000.

         All documents subsequently filed by Centrex pursuant to Sections 13(a),
13(c),  14 and 15 of the Securities  Exchange Act of 1934 prior to the filing of
any  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 by reference in this  registration  statement from the
date of filing of such documents.

Item 4.  Description of Securities.

         Incorporated  herein by reference to our Form 10-SB, filed November 27,
2000, as amended.

Item 5.  Interests of Named Experts and Counsel.

         There are no experts having an interest in the shares  offered  hereby.
Kaufman & Associates is acting as special  counsel to Centrex in connection with
the filing of this  Registration  Statement.  Kaufman & Associates acts as legal
counsel  to  Centrex  on  various  matters  for which  they have  received  cash
compensation, along with their out of pocket expenses.

Item 6.  Indemnification of Directors and Officers.

         Incorporated herein by reference to our Form 10-SB, as amended.

Item 7.  Exemption from Registration.

         The  transactions  covered  by this  Registration  Statement  were  not
registered  under the Securities  Act of 1933, as amended,  in reliance upon the
exemptions from such registration pursuant to Section 4(2), and Regulation D.

Item 8.  Exhibits.

         Exhibit
         No.         Description of Exhibit
         -------     ----------------------
          4.2        Centrex Inc.'s First Amended  Employee  Incentive Stock
                         Option Plan
          5.0        Opinion of Kaufman & Associates
         23.1        Consent of Kaufman & Associates (contained in Exhibit 5.0)
         23.2        Consent of Tullius Taylor Sartain & Sartain LLP


                                       10
<PAGE>


Item 9.  Undertakings.

         The registrant  hereby  covenants and undertakes,  pursuant to SEC Rule
512, to:

          (a) Rule 415 offering.

               (I) File,  during any  period in which  offers or sales are being
          made, a post-effective amendment to this registration statement; and

               (II) Include any prospectus required by Section 10 (a) (3) of the
          Securities Act of 1933; and

               (III) Reflect in the prospectus any facts or events arising after
          the effective date which individually or in the aggregate  represent a
          fundamental  change in the information  set forth in the  registration
          statement; and

               (IV) Include any material information with respect to the plan of
          distribution not previously  disclosed in the registration  statement;
          and

               (V) That for  purpose  of  determining  any  liability  under the
          Securities Act of 1933,  each such post effective  amendment  shall be
          deemed to be a new registrations  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

               (VI)  Remove  from  registration  by  means  of a  post-effective
          amendment any of the securities  being  registered which remain unsold
          which remain unsold at the termination of the offering; and

               (VII)  Not  applicable  since  the  registrant  is not a  foreign
          issuer.

         (b)       Rule 512 (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.

         (h)      Rule 512 (h).

         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 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 in the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the  question  where  such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       11
<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 City of Tulsa, State of Oklahoma, on November 21, 2001

                                           Centrex, Inc.

                                           By:  /s/ Gifford Mabie
                                           -------------------------------------
                                           Gifford Mabie
                                           President and Chief Executive Officer


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

         Director                           Date
         --------                           ------

         /s/ Gifford Mabie                  November 21, 2001
         ----------------------------
         Gifford Mabie, Director


                                       12
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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 registrant as specified in its charter)

        Oklahoma                    000-32021                  73-1554121
        --------                    ---------                  ----------
(State of incorporation)        (SEC File Number)          (IRS Employer ID No.)

                           8908 South Yale, Suite 409
                           Tulsa, Oklahoma 74137-3545
                                 (918) 491-7557
              (Address of Principal Executive Offices and Zip Code)

                         260,000 Shares of Common Stock
                     Issued Pursuant to Consulting Agreement
                                      and
                  3,000,000 Shares of Common Stock to be Issued
 Pursuant to Centrex Inc.'s First Amended Employee Incentive Stock Option Plan.

                                  With Copy To:
                              Kaufman & Associates
                            One Main Plaza, Suite 210
                              Tulsa, Oklahoma 74119
                                 (918) 584-4463
                     (Name and address of Agent for Service)
          (Telephone number, including area code, of Agent for Service)

                         Calculation of Registration Fee
--------------------------------------------------------------------------------
                                       Proposed   Proposed
                                       Maximum    Maximum
                                       Offering   Aggregate        Amount of
Title of securities    Amount to be    Price per  Offering         Registration
to be registered       registered      Share      Price            Fee
--------------------------------------------------------------------------------

Common Stock               260,000(1)  $0.10*     $26,000*         $ 6.86(3)
Common Stock             3,000,000(2)  $0.10*    $300,000*         $79.20(3)
--------------------------------------------------------------------------------

(1)  260,000 shares are issued to Consultant pursuant to Consulting Agreement

(2)  3,000,000  shares are  pursuant to Centrex  Inc.'s First  Amended  Employee
     Incentive Stock Option Plan. In addition, pursuant to Rule 416(c) under the
     Securities  Act  of  1933,  this  registration  statement  also  covers  an
     indeterminate  amount of  interests  to be offered or sold  pursuant to the
     employee benefit plan described herein.

(3)  Fees are calculated by multiplying the aggregate offering amount by .000264
     pursuant to Section 6(b) of the Securities Act.

 *  Estimated  solely for the purpose of calculating the  registration fee in
accordance  with Rule  457(h)  under the  Securities  Act of 1933,  as  amended.
Pursuant to Rule 457(h), this estimate is based on par value of the Registrant's
common stock, $0.001 par value per share.
PART I.

Item 1.  Plan Information.

         See Exhibit 4.2, attached hereto.

Item 2.  Registrant Information and Employee Plan Annual Information

         The  Registrant  will  provide  participants  without  charge  and upon
written or oral  request the  documents  referenced  in Item 3 of Part II of the
registration  statement.  These  documents are  incorporated by reference in the
Section 10(a) Prospectus.  The Registrant will also provide participants without
charge and upon written or oral request all other documents that may be required
to be delivered to employees pursuant to Rule 428(b). Requests for documents can
be made to Gifford  Mabie,  President,  Centrex,  Inc.,  8908 S. Yale Ave. #409,
Tulsa, OK 74137, (918) 481-0167.

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

         The prospectus (the "Resale Prospectus") may be used in connection with
reoffers  and  resales of shares of Centrex  common  stock  issued  pursuant  to
Centrex Inc.'s First Amended  Employee  Incentive Stock Option Plan . The Resale
Prospectus is filed as part of this  Registration  Statement as required by Form
S-8.

                               REOFFER PROSPECTUS

                  3,000,000 Shares of Centrex, Inc. Common Stock

         The  selling  shareholders  may sell up to  3,000,000  shares of common
stock from time to time. The selling shareholders may sell their shares:

         -On the National Quotation Bureau
         -To a broker-dealer, including a market maker, who purchases the shares
         for its own account
         -In private transactions or by gift

         The  selling  shareholders  may also pledge  their  shares from time to
time, and the lender may sell the shares upon foreclosure.

         The shares being offered by the selling  shareholders  have been issued
upon the exercise of certain stock  options or as  compensation  for  consulting
services  rendered not in connection with a capital fund raising  transaction or
to make or maintain a market for Centrex's common stock.

         We  will  not  receive  any  proceeds  from  the  sale  by the  selling
shareholders  of  their  shares  of  common  stock.  We  paid  the  cost  of the
preparation of this prospectus and of registration, which is estimated at $750.

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

         Investing in shares of our common stock involves a high degree of risk.
You  should  purchase  the  shares  only if you can  afford to lose your  entire
investment. See "Risk Factors," which begins on page 4.

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

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved  these  securities or determined  whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                The date of this prospectus is November 21, 2001

                                       2
TABLE OF CONTENTS

THE COMPANY................................................................4
RISK FACTORS...............................................................4
USE OF PROCEEDS............................................................7
SELLING SHAREHOLDERS.......................................................8
PLAN OF DISTRIBUTION.......................................................8
AVAILABLE INFORMATION......................................................9
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................9
LEGAL MATTERS..............................................................9
EXPERTS....................................................................9

                                       3
THE COMPANY

         We are a development  stage  company.  We own the  exclusive  worldwide
license to a technology  for  detecting E. coli  bacteria in food and water.  We
also  own  the  exclusive  worldwide  license  to  a  technology  for  detecting
cryptosporidium and other pathogens in water.

         The E. coli detection  system prototype is presently being developed at
Los Alamos  National  Laboratory  ("LANL").  The prototype  should be capable of
confirming  the presence of E. coli  bacteria  within  minutes as opposed to the
current  testing method that requires an average of 24 hours to obtain a result.
Development of a prototype cryptosporidium detection system has yet to begin.

         We have no  operating  history  prior to October 6, 1998.  Because  our
products are presently  being developed or are in the planning stage, we have no
revenues. Our development activities to date have been funded primarily by loans
from our founding shareholders.  We do not anticipate any revenues from the sale
of products until such products have been proven to be  commercially  viable and
appropriate government and industry approvals,  if required, have been obtained.
There is no assurance  that we will be  successful  in  developing  commercially
viable  products,  that such products  will obtain  appropriate  government  and
industry approvals,  or that such products will generate revenue and profits for
the Company.

         Our immediate  objective is to develop and market a competitive product
line of E. coli detection  systems for water treatment  plants that are designed
to meet current testing  requirements  and produce test results in less than one
minute  and at a lower  cost per test than the method  currently  used.  E. coli
contamination  of drinking  water and  surface  water is an  increasing  problem
worldwide.  Accurate and immediate testing for E. coli  contamination can reduce
the risk of illness and death.

         We acquired the  exclusive  rights to the E. coli  detection  system on
June 7, 1999,  when we acquired 100% of the common stock of E. Coli  Measurement
Systems, Inc. ("EMSI"), a Florida corporation, in exchange for 540,000 shares of
our common  stock.  EMSI ceased to exist by reason of the  transaction,  and the
rights and  obligations  of EMSI under their  Exclusive  License  Agreement  and
Sponsored  Research Agreement with the University of California were assigned to
us.

         We  acquired  the  exclusive  worldwide  rights to the  cryptosporidium
detection  system on  September  17, 1999,  when we acquired  100% of the common
stock of Safe  Water  Technologies,  Inc.  ("SWT"),  a  Florida  corporation  in
exchange for 950,000  shares of our common stock.  SWT ceased to exist by reason
of the  transaction  and the rights and obligations of SWT under their Exclusive
License Agreement with the University of South Florida Research  Foundation were
assigned to us.

         The  description  of our business and other  information  regarding the
Company is contained in our Form 10-SB, as amended,  and our Form 10-KSB for the
year  ended  December  31,  2000.  These  reports  are  incorporated  herein  by
reference.

                                  RISK FACTORS

         You  should  carefully  consider  each of the risks  and  uncertainties
described  below  and all the other  information  contained  in this  prospectus
before  deciding to invest in shares of our common  stock.  The trading price of
our common stock could decline if any of the following  risks and  uncertainties
develop into actual  events,  and you may lose all or part of the money you paid
to buy our common stock.

     This prospectus also contains forward-looking statements that involve risks
and  uncertainties.  Our  actual  results  could  differ  materially  from those
anticipated in these forward-looking  statements as a result of certain factors,
including  the  risks  faced  by  us  described  below  and  elsewhere  in  this
prospectus. We assume no obligation to update any forward-looking  statements or
reason why actual results might differ.

                                       4
We Have A Limited Operating History
         We have only been operating since October 6, 1998. Accordingly, we have
a limited  operating  history upon which an  evaluation of our  performance  and
prospects  can be based.  We face all of the risks  common to  companies  in the
early stage of development, including:

             -Under Capitalization
             -Cash Shortages
             -An Unproven Business Model
             -A Product in the Development Stage
             -Lack of Revenue, Cash flow, and Earnings to be Self-sustaining

         Our failure to  successfully  address any of the risks  described above
will have a material adverse effect on our business,  financial condition and on
the price of our common stock.

We Have A History Of Losses And Expect Future Losses
         We have had annual losses since our inception in October, 1998. We
expect to continue to incur losses until we finish the development of our
products, obtain government approval, if required, for our products, and sell
enough products at prices high enough to generate a profit. There is no
assurance that we will be able to develop a commercially viable product, to
obtain approval for our products, or to generate net revenue from the sale of
our products, or to achieve or maintain profitable operations.

Our Products Are Still In Development
         Centrex has no products or services for sale at this time.  The Centrex
E. coli detection system is still in the research and development  stage. It has
not yet been submitted to or received  approval from any government agency which
may be required  before we can sell the product in the United  States  ("U.S.").
There is no assurance that the product will be  commercially  viable or that any
agency will approve the product for sale in the U.S. It is anticipated  that the
E.  coli  detection  system  will be  marketed  worldwide  when  development  is
completed and any required approvals are secured,  either directly by Centrex or
by a corporate  marketing  partner,  to water treatment systems and end users of
drinking  water  including  individual  homeowners,  hospitals  and  water  park
operators.

         The E. coli  detection  system  is the  commercial  use of a  detection
technique  developed by LANL for use by the U.S.  armed  forces.  The  detection
system uses a proprietary,  patented  technology to detect the  "fingerprint" of
the  bacteria it has been  calibrated  to match.  This  technique  yields  rapid
results because a culture is not required.

If We Cannot Generate Adequate,  Profitable Sales Of Our Product, We Will Not Be
Successful
         In order to succeed as a company, we must develop a commercially viable
product  and sell  adequate  quantities  at a high  enough  price to  generate a
profit. We may not accomplish these objectives. Even if we succeed in developing
a commercially  viable  product,  a number of factors may affect future sales of
our product. These factors include:

     -    Whether we are successful in obtaining required approvals;

     -    Whether water treatment  plants and end users will accept our product
          as a viable alternative to the current testing method; and

     -    Whether the cost of our product is competitive in the marketplace

We Must Raise Additional Funds To Commence Testing
         We require  substantial  additional working capital to begin collecting
data,  to  commence  and  complete  field  trials,  and to market our  potential
product.  There is no assurance  that the  additional  capital  required will be
available to Centrex on acceptable terms when needed,  if at all. Any additional
capital may involve  substantial  dilution to the  interests of  Centrex's  then
existing shareholders.

Stringent, Ongoing Government Regulation And Inspection Of Our Potential Product
Could Lead To Delays In Manufacture, Marketing and Sales
         Water  treatment  plants are controlled by governments  worldwide.  The
controlling  agency may  continue  to review  products  even after they  receive
approval.  Our potential product,  its manufacture and marketing will be subject

                                       5
to ongoing  regulation,  including  compliance  with current Good  Manufacturing
Practices and adverse reporting  requirements.  Any enforcement action resulting
from  failure to comply  with  requirements  could  affect the  manufacture  and
marketing of our potential product.

We Must  Obtain  Regulatory  Approvals  In Foreign  Jurisdictions  To Market Our
Products Abroad
         We will be subject to a variety of regulations  governing  sales of our
products  outside the U.S.  Whether or not U.S.  approval has been obtained,  we
must  secure  approval  of a  product  by  the  comparable  non-U.S.  regulatory
authorities  prior to the  commencement of marketing of the product in a foreign
country.  The process of obtaining  these  approvals  will be time consuming and
costly.  The approval process varies from country to country and the time needed
to secure  additional  approvals  may be  longer  than  that  required  for U.S.
approval.  Unanticipated  changes in existing regulations or the adoption of new
regulations could affect the manufacture and marketing of our products.

We May Not Be Able To Market And Distribute Our Product
         Our success  depends,  in part, on our ability to market and distribute
our product effectively. We have no experience in the sale or marketing of water
safety   products.   We  have  no   manufacturing,   marketing  or  distribution
capabilities.  In the  event  that we obtain  U.S.  approval  for our  potential
product,  we may require the assistance of one or more experienced  water safety
device companies to market and distribute our potential product effectively.  If
we seek an alliance with an experienced  water safety device company,  we may be
unable to find a collaborative participant,  enter into an alliance on favorable
terms or enter into an alliance that will be successful.  Any  participant to an
alliance might,  at its discretion,  limit the amount and timing of resources it
devotes to marketing  our product.  Any  marketing  participant  or licensee may
terminate  its  agreement  with us and  abandon  our product at any time for any
reason without  significant  payment. If we do not enter into an alliance with a
water safety device company to market and distribute our product,  we may not be
successful  in  entering  into   alternative   arrangements,   whether  engaging
independent distributors or recruiting, training and retaining a marketing staff
and sales force of our own.

Intense Competition Could Harm Our Financial Performance
         The water safety industry is highly competitive.  There are a number of
companies,  universities and research organizations actively engaged in research
and development of products that may be similar to the Centrex E. coli detection
system. Our competitors may have substantially greater assets, technical staffs,
established market shares, and greater financial and operating resources than we
do. There is no assurance that we can successfully compete.

We Do Not Own The Patents And Will Not Own Any Improvements
         We do not own any patents. The E. coli detection method is owned by the
University of California and they filed a provisional  patent application in the
U.S. on December 18, 1998. There is no assurance that a patent will issue.

         The  University  of  South  Florida  owns  the  U.S.   patent  for  the
cryptosporidium detection method, which was published April 1, 1997.

         The filing, prosecution and maintenance of all patent rights are within
the sole discretion of the patent owners.  We have the right to request that the
patent owners seek, obtain and maintain such patent and other protections to the
extent that they are lawfully  entitled to do so, at our sole expense.  There is
no assurance  that the  University  of  California  or the  University  of South
Florida will seek,  obtain or maintain such patent and other protection to which
they are or may become lawfully  entitled and there is no assurance that we will
have enough working capital to fund their activities.

There May Be Competing Products In The Future
         There is no assurance that competing  products will not be developed or
that  improvements to the patent will be available to Centrex under its existing
license. The filing, prosecution and maintenance of all patent rights are within
the sole discretion of the patent owners.  Centrex has the right to request that
the patent owners seek,  obtain and maintain such patent and other protection to
the extent that they are lawfully  entitled to do so, at Centrex's sole expense.
There is no assurance that the patent owners will seek,  obtain or maintain such
patent and other protection to which they are lawfully entitled.  Further, there
is no assurance that Centrex will have  sufficient  working  capital to fund the
patent owners' efforts in those activities, if requested.

                                       6
Our Lack Of Foreign  Patent  Protection  Could  Adversely  Affect Our Ability To
Compete
         The U.S. patent covering the Centrex E. coli detection  technology does
not extend to foreign  countries,  and the Company does not  presently  have any
foreign patent protection for its product.

We Are Dependent Upon The Services Of The Researchers And Our Employees
         The E. coli  detection  system  is being  developed  at LANL  under the
direction of Dr. Alonso Castro, discoverer of the E. coli detection process. The
loss of the services of Dr.  Castro and our  inability  to retain an  acceptable
substitute could have a material adverse effect on us.

     We are also  dependent  upon the  services of our sole officer and director
and employees,  each of whom have provided  services without cash  compensation.
There is no  assurance  they will  continue  to provide  services  without  cash
compensation.  The  loss of their  services  or our  inability  to  retain  such
experienced  personnel  could have a  material  adverse  effect on our  business
prospects.

Concentration Of Stock Ownership
         Our sole officer and director,  employees and beneficial  owners,  as a
group,  own about 74% of our issued and  outstanding  common stock. As a result,
they  exercise  substantial  influence  over our  business  and the  election of
members to the Board of Directors.

Limited Experience Of Management And Potential Conflicts Of Interest
         The  sole  officer  and key  employees  of  Centrex  have  had  limited
experience in the water safety industry.  In addition,  the sole officer and key
employees  are  associated  with other  firms  involved  in a range of  business
activities.  Consequently,  there are  potential  conflicts of interest in their
acting as officers and directors of Centrex.  Management estimates that not more
than 50% of their time will be devoted to Centrex's activities.

No Market For Our Common Stock
         There is no market for our common stock and there is no assurance  that
one  will  be  established.  There  is  also no  assurance  that  even if we are
successful in establishing a market for our common stock that the market will be
sustained. You may not ever be able to sell your shares of common stock.

We Do Not Expect To Pay Dividends
         We have not declared or paid, and for the foreseeable  future we do not
anticipate declaring or paying, dividends on our common stock.

Dilution
         You  will  experience  significant  dilution  if  you  invest  in  this
Offering.  Also, to the extent outstanding  warrants and options to purchase our
common stock are exercised or additional equity securities are issued at a price
below the price of a share in this offering,  you will experience  dilution.  At
November  20,  2001,  the  Company  had  outstanding  options to  purchase up to
1,692,500  shares of common  stock at exercise  prices  ranging  from $0.001 per
share to $0.50 per share.

                                 USE OF PROCEEDS

         We will not  receive any  proceeds  from the sale of the shares sold by
the selling shareholders.

                                       7
SELLING SHAREHOLDERS

         The  Selling  Shareholders  will  consist of  officers,  directors  and
employees of the Company.  We will supplement the reoffer prospectus with their
names and amounts of securities to be offered as such information becomes known
to us.

                              PLAN OF DISTRIBUTION

         We  are   registering   the   securities   on  behalf  of  the  selling
shareholders.  All costs,  expenses and fees in connection with the registration
of the  Securities  offered  hereby will be paid by us. We estimate  such costs,
expenses  and  fees  to be  $750.  Brokerage  commissions  and  similar  selling
expenses,  if any,  attributable  to the sale of securities  will be paid by the
selling shareholders.

         The  selling  shareholders  may sell up to  3,000,000  shares of common
stock from time to time. The selling shareholders may sell his shares

          -On the OTC Bulletin Board
          -To a broker-dealer, including a market maker, who purchases the
          shares for its own account -In private transactions or by gift

         The selling  shareholders may also pledge his shares from time to time,
and the lender may sell the shares upon foreclosure.

         The shares  being  offered by the selling  shareholders  will be issued
pursuant to Centrex Inc.'s First Amended  Employee  Incentive Stock Option Plan.

         The decision to sell any  securities  is within the  discretion of each
selling  shareholder.  Each  selling  shareholder  is free to offer and sell his
securities at times, in a manner and at prices as he determines.

         The selling  shareholders  may sell the shares at a negotiated price or
at the  market  price  or  both.  They may sell  their  shares  directly  to the
purchasers or they may use brokers. If a broker is used, the selling shareholder
may pay a brokerage fee or commission or he may sell the shares to the broker at
a discount  from the market price.  The  purchasers of the shares may also pay a
brokerage fee or other charge.  The  compensation to a particular  broker-dealer
may exceed  customary  commissions.  We do not know of any  arrangements  by the
selling shareholders for the sale of any of their shares.

         The  selling  shareholders  and  broker-dealers,   if  any,  acting  in
connection  with  sales  by  the  selling   shareholder  may  be  deemed  to  be
"underwriters"  within the meaning of Section 2(11) of the  Securities  Act, and
any  commission  received  by them and any  profit on the  resale by them of the
securities may be deemed to be underwriting  discounts and commissions under the
Securities Act.

         We will  advise each  selling  shareholder  that the  anti-manipulative
rules under the Exchange Act,  which are set forth in Regulation M, may apply to
their sales in the market. We will furnish each selling  shareholder with a copy
of regulation  M, and we will informed them that they should  deliver a copy of
this prospectus when they sell any shares.

                                       8
AVAILABLE INFORMATION

         We file annual,  quarterly and periodic  reports,  proxy statements and
other  information  with  the  Securities  and  Exchange  Commission  using  the
Commission's  EDGAR system.  You can find Centrex's SEC filings on the SEC's web
site, www.sec.gov.

         We furnish our  shareholders  with annual  reports  containing  audited
financial  statements and with such other  periodic  reports as we, from time to
time, deem appropriate or as may be required by law. We use the calendar year as
our fiscal year.

         You should rely only on the  information  contained in this  Prospectus
and the  information  we have referred you to. We have not authorized any person
to provide you with any information that is different.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to  "incorporate  by reference"  information  that we
file with them, which means that we can disclose important information to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this prospectus, and information we file later with the SEC
will  automatically  update and supersede  this  information.  We incorporate by
reference  the documents  listed below and any future  filings we will make with
the SEC under Section 13(a),  13(c), 14 or 15 of the Securities  Exchange Act of
1934

          1.   Our Form 10-SB, as amended

          2.   Our Annual Report on Form 10 KSB for the year ended  December 31,
               2000

         This  prospectus is part of a registration  statement we filed with the
SEC.  You should  rely only on the  information  incorporated  by  reference  or
provided in this prospectus and the registration  statement.  We have authorized
no one to provide you with different information. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the statement.

         If we file any document with the SEC that contains information which is
different from the information  contained in this prospectus,  you may rely only
on the most recent information which we have filed with the Commission.

         We will  provide  a copy of the  documents  referred  to above  without
charge if you request the  information  from us. You should  contact Mr. Gifford
Mabie, President,  Centrex, Inc., 8908 S. Yale Ave. #409, Tulsa, Oklahoma 74137,
telephone (918) 491-7557, if you wish to receive any of such material.

                                  LEGAL MATTERS

         The  legality  of the shares  offered  hereby has been  passed  upon by
Kaufman & Associates, One Main Plaza, Suite 210, Tulsa, OK 74119.

                                     EXPERTS

     The balance sheet of Centrex as of December 31, 2000 and the  statements of
operations,  shareholders'  equity and cash flows for the period from  inception
(October 6, 1998) to December 31, 2000 and for the years ended December 31, 2000
and 1999,  incorporated by reference in this prospectus,  have been incorporated
herein in reliance on the report, which includes an explanatory paragraph on our
ability to continue as a going concern, of Tullius Taylor Sartain & Sartain LLP,
independent  accountants,  given on the  authority  of that firm as  experts  in
accounting and auditing.

                                       9
PART II

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

         (a) the Company's  Form 10-SB filed November 27, 2000 as amended.
         (b) the Company's Form 10-KSB for the year ended December 31, 2000.

         All documents subsequently filed by Centrex pursuant to Sections 13(a),
13(c),  14 and 15 of the Securities  Exchange Act of 1934 prior to the filing of
any  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 by reference in this  registration  statement from the
date of filing of such documents.

Item 4.  Description of Securities.

         Incorporated  herein by reference to our Form 10-SB, filed November 27,
2000, as amended.

Item 5.  Interests of Named Experts and Counsel.

         There are no experts having an interest in the shares  offered  hereby.
Kaufman & Associates is acting as special  counsel to Centrex in connection with
the filing of this  Registration  Statement.  Kaufman & Associates acts as legal
counsel  to  Centrex  on  various  matters  for which  they have  received  cash
compensation, along with their out of pocket expenses.

Item 6.  Indemnification of Directors and Officers.

         Incorporated herein by reference to our Form 10-SB, as amended.

Item 7.  Exemption from Registration.

         The  transactions  covered  by this  Registration  Statement  were  not
registered  under the Securities  Act of 1933, as amended,  in reliance upon the
exemptions from such registration pursuant to Section 4(2), and Regulation D.

Item 8.  Exhibits.

         Exhibit
         No.         Description of Exhibit
         -------     ----------------------
          4.2        Centrex Inc.'s First Amended  Employee  Incentive Stock
                         Option Plan
          5.0        Opinion of Kaufman & Associates
         23.1        Consent of Kaufman & Associates (contained in Exhibit 5.0)
         23.2        Consent of Tullius Taylor Sartain & Sartain LLP

                                       10
Item 9.  Undertakings.

         The registrant  hereby  covenants and undertakes,  pursuant to SEC Rule
512, to:

          (a) Rule 415 offering.

               (I) File,  during any  period in which  offers or sales are being
          made, a post-effective amendment to this registration statement; and

               (II) Include any prospectus required by Section 10 (a) (3) of the
          Securities Act of 1933; and

               (III) Reflect in the prospectus any facts or events arising after
          the effective date which individually or in the aggregate  represent a
          fundamental  change in the information  set forth in the  registration
          statement; and

               (IV) Include any material information with respect to the plan of
          distribution not previously  disclosed in the registration  statement;
          and

               (V) That for  purpose  of  determining  any  liability  under the
          Securities Act of 1933,  each such post effective  amendment  shall be
          deemed to be a new registrations  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

               (VI)  Remove  from  registration  by  means  of a  post-effective
          amendment any of the securities  being  registered which remain unsold
          which remain unsold at the termination of the offering; and

               (VII)  Not  applicable  since  the  registrant  is not a  foreign
          issuer.

         (b)       Rule 512 (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.

         (h)      Rule 512 (h).

         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 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 in the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the  question  where  such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       11
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 City of Tulsa, State of Oklahoma, on November 21, 2001

                                           Centrex, Inc.

                                           By:  /s/ Gifford Mabie
                                           -------------------------------------
                                           Gifford Mabie
                                           President and Chief Executive Officer

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

         Director                           Date
         --------                           ------

         /s/ Gifford Mabie                  November 21, 2001
         ----------------------------
         Gifford Mabie, Director

                                       12