SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                    INTREPID TECHNOLOGY AND RESOURCES, INC.
             ------------------------------------------------------

             (Exact name of Registrant as Specified in its Charter)


                   IDAHO                                   82-0230842
      (State or other jurisdiction of                    (IRS Employer
       incorporation or organization)                  Identification No.)


                          501 West Broadway, Suite 200
                            Idaho Falls, Idaho 82304

                     COMPENSATION AND CONSULTING AGREEMENTS
                            (Full Title of the Plan)

Dr. Dennis D. Keiser
501 West Broadway, Suite 200
Idaho Falls, Idaho 82304
(Name and address for agent for service)

(208) 529-5337
(Telephone number, including area code, of agent for service)

with copies to:
Michael J. McDonagh, Esq.
12585 West Explorer Drive
Boise, Idaho 83713
(208) 323-1003
(208) 323-2439 (fax)


<PAGE>
<TABLE>
<CAPTION>
                                               CALCULATION OF REGISTRATION FEE


===============================================================================================================================
                                                                      PROPOSED            PROPOSED
TITLE OF EACH CLASS                                                   MAXIMUM             MAXIMUM
OF SECURITIES                                      AMOUNT TO BE    OFFERING PRICE    AGGREGATE OFFERING         AMOUNT OF
TO BE REGISTERED                                  REGISTERED (1)   PER SHARE (2)         PRICE (2)        REGISTRATION FEE (2)
------------------------------------------------  --------------  ----------------  --------------------  ---------------------
<S>                                               <C>             <C>               <C>                   <C>
Common Stock, par value $.005.                         2,000,000  $           .052  $            104,000  $              211.83
===============================================================================================================================
</TABLE>

(1) Represents shares issued pursuant to consulting agreements for continued
services by consultants to the Registrant, including services related to sales
and marketing of the Company's products and services, promotional services with
respect to Registrant's business, all of the foregoing in furtherance of the
Registrant's business.

(2) Pursuant to Rule 457(h)(1) of the Securities Exchange Act of 1934, the
proposed maximum offering price per share, proposed maximum aggregate offering
price and amount of registration fee were computed based upon the average of the
high and low prices of the shares of Common Stock on March 7, 2006.




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                 <C>
PART I . . . . . . . . . . . . . . . . . . . . . .
PART II. . . . . . . . . . . . . . . . . . . . . .
Item 3. Incorporation of Documents by Reference. .
Item 4. Description of Securities. . . . . . . . .
Item 5. Interests of Named Experts and Counsel . .
Item 6.  Indemnification of Directors and Officers
Item 7.  Exemption from Registration Claimed . . .
Item 8.  Exhibits. . . . . . . . . . . . . . . . .
Item 9.  Undertakings. . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . .
Power of Attorney. . . . . . . . . . . . . . . . .
Exhibit 4.1. . . . . . . . . . . . . . . . . . . .
Exhibit 5.1. . . . . . . . . . . . . . . . . . . .
Exhibit 23.2 . . . . . . . . . . . . . . . . . . .
</TABLE>


<PAGE>
                                     PART I

     The  documents  containing  the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as  specified  by  Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Act").  Such  documents  need  not  be  filed  with the Securities and Exchange
Commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements pursuant to Rule 424. These documents, which include the
statement  of  availability  required  by  Item 2 of Form S-8, and the documents
incorporated  by  reference in this Registration Statement pursuant to Item 3 of
Form  S-8  (Part  II hereof), taken together, constitute a prospectus that meets
the  requirements  of  Section  10(a)  of  the  Act.


<PAGE>
                                    PART II

                ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The  following  documents filed with the Securities and Exchange Commission (the
"Commission")  are  hereby  incorporated  by  reference:

     (a)  The  Annual  Report  of the Company on Form 10-KSB for the fiscal year
ended  June  30,  2005.

     (b) Additional Definitive  Proxy  Statement  filed with the Commission on
October 28, 2005,

     (c) Form 8-K filed with the Commission on December 12, 2005.

In  addition  to  the  foregoing,  all  documents  that  we  subsequently  file
pursuant  to  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of  1934,  prior to the filing of a post-effective amendment indicating that all
of  the  securities  offered  pursuant  to  this  prospectus  have  been sold or
deregistering  all  securities  then  remaining  unsold,  shall  be deemed to be
incorporated  by  reference in this registration statement and to be part hereof
from  the  date  of  filing  of  such  documents.  Any  statement contained in a
document  incorporated  by  reference  in  this  registration statement shall be
deemed  to be modified or superseded for purposes of this registration statement
to  the  extent  that  a  statement  contained  in  this  prospectus  or  in any
subsequently  filed  document  that  is  also  incorporated by reference in this
prospectus  modifies or supersedes such statement.  Any statement so modified or
superseded  shall  not  be  deemed,  except  as  so  modified  or superseded, to
constitute  a  part  of  this  registration  statement.

     You  may read and copy any reports, statements or other information we have
filed  at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C.  20549.  Please  call  the SEC at 1-800-SEC-0330 for further information on
the  Public  Reference Rooms.  Our filings are also available on the Internet at
the  SEC's  website  at  http://www.sec.gov.

                       ITEM 4. DESCRIPTION OF SECURITIES.

     Not  applicable.

                ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not  applicable.

               ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Idaho  Business  Corporation Act, Idaho Code Sec. 30-1-101 et seq. and
certain  provisions  of the Company's Bylaws under certain circumstances provide
for indemnification of the Company's Officers, Directors and controlling persons
against  liabilities,  which they may incur in such capacities. A summary of the
circumstances in which such indemnification is provided for is contained herein,
but  this description is qualified in its entirety by reference to the Company's
Bylaws  and  to  the  statutory  provisions.

     In  general,  any  Officer,  Director, employee or agent may be indemnified
against  expenses,  fines, settlements or judgments arising in connection with a
legal  proceeding to which such person is a party, if that person's actions were
in  good faith, were believed to be in the Company's best interest, and were not
unlawful.  Unless  such  person is successful upon the merits in such an action,
indemnification  may  be  awarded  only  after  a  determination  by independent
decision  of  the  Board  of  Directors,  by  legal counsel, or by a vote of the
shareholders,  that  the person to be indemnified met the applicable standard of
conduct.


<PAGE>
     The  Company's  Articles  of  Incorporation  and  Bylaws do not contain any
provisions  for  indemnification  described  above.

     The circumstances under which indemnification is granted in connection with
an  action  brought  on behalf of the Company is generally the same as those set
forth  above;  however, with respect to such actions, indemnification is granted
only  with  respect to expenses actually incurred in connection with the defense
or  settlement of the action. In such actions, the person to be indemnified must
have  acted in good faith and in a manner believed to have been in the Company's
best  interest,  and have not been adjudged liable for negligence or misconduct.

     Indemnification  may  also  be granted pursuant to the terms of agreements,
which  may  be  entered  in the future, or pursuant to a vote of shareholders or
Directors.  The  statutory  provision  cited  above also grants the power to the
Company  to  purchase  and  maintain  insurance, which protects its Officers and
Directors  against any liabilities, incurred in connection with their service in
such  a  position,  and  the  Company  may  obtain  such  a  policy.

     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 connected 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 Act and will be governed by the final adjudication of
such  issue.

     The  Company currently does not maintain directors' and officers' liability
insurance  for  our  directors  and  officers.

                  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

  Not  applicable.

                                ITEM 8. EXHIBITS.

     The Exhibits to this registration statement are listed in the Index to
Exhibits which immediately follows the signature pages hereto.

                              ITEM 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

     To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933 (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.


<PAGE>
     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

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

     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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Idaho Falls, State of Idaho on this
6th day of March 2006.


                             INTREPID TECHNOLOGY &
                             RESOURCES, INC.

March 6, 2006                  By:  /s/ Dr. Dennis D. Keiser
                               -----------------------------
                               Dr. Dennis D. Keiser
                               Chairman, President and Chief
                               Executive Officer


                               POWER OF ATTORNEY

KNOW  ALL  MEN  BY  THESE  PRESENTS:

   The undersigned officers and directors of Intrepid Technology & Resources,
Inc., hereby constitute and appoint Dennis D. Keiser with power to act one
without the other, our true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for us and in our stead, in any and
all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitutes, may lawfully do or cause to be done by virtue
hereof.


<PAGE>
   IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
the dates indicated below.

   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


By:  /s/Dennis D. Keiser                           Date: March 6, 2006
     ---------------------------------------

     Dennis D. Keiser, Chairman of the
     Board, President and Chief
     Executive Officer and Director

By:  /s/Jacob D. Dustin                            Date: March 6, 2006
     ---------------------------------------

     Jacob D. Dustin, Vice-President
     Secretary & Treasurer & Principal Accounting
     Officer

By:  /s/D. Lynn Smith                              Date: March 6, 2006
     ---------------------------------------

     D. Lynn Smith, Director

By:  /s/ Michael W. Parker                        Date: March 6, 2006
     ---------------------------------------

     Michael W. Parker, Director

By:  /s/ William R. Myers                          Date: March 6, 2006
     ---------------------------------------

     William R. Myers, Director

By:  /s/ Steven Whitesides                         Date: March 6, 2006
     ---------------------------------------

     Steven Whitesides, Director


<PAGE>
<TABLE>
<CAPTION>
                                INDEX TO EXHIBITS

 EXHIBIT NUMBER     DESCRIPTION

-----------------  -------------------------------
<S>                <C>
       5.1         Opinion of Counsel regarding legality

       23.1        Consent of Independent Registered Public Accounting Firm

      23.1.1       Consent of Independent Registered Public Accounting Firm

       23.2        Consent of Counsel (included in Exhibit 5.1)

        24         Power of Attorney (contained within signature page)
</TABLE>
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{"company-data": {"conformed-name": "INTREPID TECHNOLOGY & RESOURCE INC", "cik": "0001083742", "assigned-sic": "1311", "irs-number": "820230842", "state-of-incorporation": "ID", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-132307", "film-number": "06676563"}, "business-address": {"street1": "656 CEDAR ST", "city": "PONDERAY", "state": "ID", "zip": "83852", "phone": "2082633834"}, "mail-address": {"street1": "P O BOX 178", "city": "PONDERAY", "state": "ID", "zip": "83852"}}
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                    INTREPID TECHNOLOGY AND RESOURCES, INC.
             ------------------------------------------------------

             (Exact name of Registrant as Specified in its Charter)

                   IDAHO                                   82-0230842
      (State or other jurisdiction of                    (IRS Employer
       incorporation or organization)                  Identification No.)

                          501 West Broadway, Suite 200
                            Idaho Falls, Idaho 82304

                     COMPENSATION AND CONSULTING AGREEMENTS
                            (Full Title of the Plan)

Dr. Dennis D. Keiser
501 West Broadway, Suite 200
Idaho Falls, Idaho 82304
(Name and address for agent for service)

(208) 529-5337
(Telephone number, including area code, of agent for service)

with copies to:
Michael J. McDonagh, Esq.
12585 West Explorer Drive
Boise, Idaho 83713
(208) 323-1003
(208) 323-2439 (fax)
CALCULATION OF REGISTRATION FEE

===============================================================================================================================
                                                                      PROPOSED            PROPOSED
TITLE OF EACH CLASS                                                   MAXIMUM             MAXIMUM
OF SECURITIES                                      AMOUNT TO BE    OFFERING PRICE    AGGREGATE OFFERING         AMOUNT OF
TO BE REGISTERED                                  REGISTERED (1)   PER SHARE (2)         PRICE (2)        REGISTRATION FEE (2)
------------------------------------------------  --------------  ----------------  --------------------  ---------------------
Common Stock, par value $.005.                         2,000,000  $           .052  $            104,000  $              211.83
===============================================================================================================================
(1) Represents shares issued pursuant to consulting agreements for continued
services by consultants to the Registrant, including services related to sales
and marketing of the Company's products and services, promotional services with
respect to Registrant's business, all of the foregoing in furtherance of the
Registrant's business.

(2) Pursuant to Rule 457(h)(1) of the Securities Exchange Act of 1934, the
proposed maximum offering price per share, proposed maximum aggregate offering
price and amount of registration fee were computed based upon the average of the
high and low prices of the shares of Common Stock on March 7, 2006.

                                TABLE OF CONTENTS
PART I . . . . . . . . . . . . . . . . . . . . . .
PART II. . . . . . . . . . . . . . . . . . . . . .
Item 3. Incorporation of Documents by Reference. .
Item 4. Description of Securities. . . . . . . . .
Item 5. Interests of Named Experts and Counsel . .
Item 6.  Indemnification of Directors and Officers
Item 7.  Exemption from Registration Claimed . . .
Item 8.  Exhibits. . . . . . . . . . . . . . . . .
Item 9.  Undertakings. . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . .
Power of Attorney. . . . . . . . . . . . . . . . .
Exhibit 4.1. . . . . . . . . . . . . . . . . . . .
Exhibit 5.1. . . . . . . . . . . . . . . . . . . .
Exhibit 23.2 . . . . . . . . . . . . . . . . . . .
PART I

     The  documents  containing  the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as  specified  by  Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Act").  Such  documents  need  not  be  filed  with the Securities and Exchange
Commission  either  as part of this Registration Statement or as prospectuses or
prospectus  supplements pursuant to Rule 424. These documents, which include the
statement  of  availability  required  by  Item 2 of Form S-8, and the documents
incorporated  by  reference in this Registration Statement pursuant to Item 3 of
Form  S-8  (Part  II hereof), taken together, constitute a prospectus that meets
the  requirements  of  Section  10(a)  of  the  Act.
PART II

                ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The  following  documents filed with the Securities and Exchange Commission (the
"Commission")  are  hereby  incorporated  by  reference:

     (a)  The  Annual  Report  of the Company on Form 10-KSB for the fiscal year
ended  June  30,  2005.

     (b) Additional Definitive  Proxy  Statement  filed with the Commission on
October 28, 2005,

     (c) Form 8-K filed with the Commission on December 12, 2005.

In  addition  to  the  foregoing,  all  documents  that  we  subsequently  file
pursuant  to  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of  1934,  prior to the filing of a post-effective amendment indicating that all
of  the  securities  offered  pursuant  to  this  prospectus  have  been sold or
deregistering  all  securities  then  remaining  unsold,  shall  be deemed to be
incorporated  by  reference in this registration statement and to be part hereof
from  the  date  of  filing  of  such  documents.  Any  statement contained in a
document  incorporated  by  reference  in  this  registration statement shall be
deemed  to be modified or superseded for purposes of this registration statement
to  the  extent  that  a  statement  contained  in  this  prospectus  or  in any
subsequently  filed  document  that  is  also  incorporated by reference in this
prospectus  modifies or supersedes such statement.  Any statement so modified or
superseded  shall  not  be  deemed,  except  as  so  modified  or superseded, to
constitute  a  part  of  this  registration  statement.

     You  may read and copy any reports, statements or other information we have
filed  at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C.  20549.  Please  call  the SEC at 1-800-SEC-0330 for further information on
the  Public  Reference Rooms.  Our filings are also available on the Internet at
the  SEC's  website  at  http://www.sec.gov.

                       ITEM 4. DESCRIPTION OF SECURITIES.

     Not  applicable.

                ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not  applicable.

               ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Idaho  Business  Corporation Act, Idaho Code Sec. 30-1-101 et seq. and
certain  provisions  of the Company's Bylaws under certain circumstances provide
for indemnification of the Company's Officers, Directors and controlling persons
against  liabilities,  which they may incur in such capacities. A summary of the
circumstances in which such indemnification is provided for is contained herein,
but  this description is qualified in its entirety by reference to the Company's
Bylaws  and  to  the  statutory  provisions.

     In  general,  any  Officer,  Director, employee or agent may be indemnified
against  expenses,  fines, settlements or judgments arising in connection with a
legal  proceeding to which such person is a party, if that person's actions were
in  good faith, were believed to be in the Company's best interest, and were not
unlawful.  Unless  such  person is successful upon the merits in such an action,
indemnification  may  be  awarded  only  after  a  determination  by independent
decision  of  the  Board  of  Directors,  by  legal counsel, or by a vote of the
shareholders,  that  the person to be indemnified met the applicable standard of
conduct.
The  Company's  Articles  of  Incorporation  and  Bylaws do not contain any
provisions  for  indemnification  described  above.

     The circumstances under which indemnification is granted in connection with
an  action  brought  on behalf of the Company is generally the same as those set
forth  above;  however, with respect to such actions, indemnification is granted
only  with  respect to expenses actually incurred in connection with the defense
or  settlement of the action. In such actions, the person to be indemnified must
have  acted in good faith and in a manner believed to have been in the Company's
best  interest,  and have not been adjudged liable for negligence or misconduct.

     Indemnification  may  also  be granted pursuant to the terms of agreements,
which  may  be  entered  in the future, or pursuant to a vote of shareholders or
Directors.  The  statutory  provision  cited  above also grants the power to the
Company  to  purchase  and  maintain  insurance, which protects its Officers and
Directors  against any liabilities, incurred in connection with their service in
such  a  position,  and  the  Company  may  obtain  such  a  policy.

     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 connected 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 Act and will be governed by the final adjudication of
such  issue.

     The  Company currently does not maintain directors' and officers' liability
insurance  for  our  directors  and  officers.

                  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

  Not  applicable.

                                ITEM 8. EXHIBITS.

     The Exhibits to this registration statement are listed in the Index to
Exhibits which immediately follows the signature pages hereto.

                              ITEM 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

     To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933 (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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

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

     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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Idaho Falls, State of Idaho on this
6th day of March 2006.

                             INTREPID TECHNOLOGY &
                             RESOURCES, INC.

March 6, 2006                  By:  /s/ Dr. Dennis D. Keiser
                               -----------------------------
                               Dr. Dennis D. Keiser
                               Chairman, President and Chief
                               Executive Officer

                               POWER OF ATTORNEY

KNOW  ALL  MEN  BY  THESE  PRESENTS:

   The undersigned officers and directors of Intrepid Technology & Resources,
Inc., hereby constitute and appoint Dennis D. Keiser with power to act one
without the other, our true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for us and in our stead, in any and
all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement and all documents relating thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing necessary or advisable to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of
the dates indicated below.

   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

By:  /s/Dennis D. Keiser                           Date: March 6, 2006
     ---------------------------------------

     Dennis D. Keiser, Chairman of the
     Board, President and Chief
     Executive Officer and Director

By:  /s/Jacob D. Dustin                            Date: March 6, 2006
     ---------------------------------------

     Jacob D. Dustin, Vice-President
     Secretary & Treasurer & Principal Accounting
     Officer

By:  /s/D. Lynn Smith                              Date: March 6, 2006
     ---------------------------------------

     D. Lynn Smith, Director

By:  /s/ Michael W. Parker                        Date: March 6, 2006
     ---------------------------------------

     Michael W. Parker, Director

By:  /s/ William R. Myers                          Date: March 6, 2006
     ---------------------------------------

     William R. Myers, Director

By:  /s/ Steven Whitesides                         Date: March 6, 2006
     ---------------------------------------

     Steven Whitesides, Director
INDEX TO EXHIBITS

 EXHIBIT NUMBER     DESCRIPTION

-----------------  -------------------------------
5.1         Opinion of Counsel regarding legality

       23.1        Consent of Independent Registered Public Accounting Firm

      23.1.1       Consent of Independent Registered Public Accounting Firm

       23.2        Consent of Counsel (included in Exhibit 5.1)

        24         Power of Attorney (contained within signature page)