As filed with the Securities and Exchange Commission on May 5, 2004
                                                 Registration No. 333-__________


                       SECURITIES AND EXCHANGE COMMISSION

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

                          WYOMING OIL & MINERALS, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)

                Wyoming                                  83-0217330
                -------                                  ----------
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                  Identification No.)


        5525 Erindale Drive, Suite 201, Colorado Springs, Colorado 80918
                                 (719) 260-8509
                -------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                 NON-QUALIFIED STOCK OPTION AND STOCK GRANT PLAN
                 -----------------------------------------------
                            (Full title of the plans)

                                 Bill M. Conrad,
                                    President
                          Wyoming Oil & Minerals, Inc.
                         5525 Erindale Drive, Suite 201
                        Colorado Springs, Colorado 80918
                                 (719) 260-8509
                      -------------------------------------
                     (Name and address of agent for service)

  Copies of all communications, including all communications sent to the agent
                        for service, should be sent to:

                             David J. Babiarz, Esq.
                              Dufford & Brown, P.C.
                            1700 Broadway, Suite 2100
                                Denver, CO 80290
                                 (303) 861-8013

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

Title of                                     Proposed                   Proposed  maximum        Amount of
securities to              Amount to be      maximum offering           aggregate offering       registration
be registered              registered        price per share(2)         price(2)                 fee(2)
-----------------------------------------------------------------------------------------------------------
<S>                        <C>               <C>     <C>                <C>                      <C>
Common Stock,
par value $.01 per share   250,000(1)        $ 5.00                     $ 1,250,000               $ 158.38

-----------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Represents the maximum number of shares that may be issued pursuant to the
     Plan.

(2)  Based upon last sales price for the Company's Common Stock on May 4, 2004,
     as required by Rule 457(c) and (h)(1)



<PAGE>



                                     PART I

              Information Required in the Section 10(a) Prospectus

     Information required by Part I of this Form is included in documents sent
or given to participants as specified by Rule 428(b)(1) under the Securities Act
of 1933, as amended (the "Securities Act"). In accordance with Rule 428(a) and
the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission ( the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act.



<PAGE>

                                     PART II

               Information required in the Registration Statement

Item 3. Incorporation of Documents by Reference

     The following documents filed by Wyoming Oil & Minerals, Inc. (the
"Company" or the "Registrant") with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:

     (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
February 28, 2003 (File No. 0-07919);

     (b) Form 10-QSB for the quarter ended May 31, 2003 (File No. 0-07919);

     (c) Form 10-QSB for the quarter ended August 31, 2003 (File No. 0-07919);

     (d) Schedule 14A to report the special meeting of stockholders on December
15, 2003 (File No. 0-07919);

     (e) Form 8-K, dated December 1, 2003, to report the change in Registrant's
Certifying Accountant (File No. 0-07919);

     (f) Form 10-QSB for the quarter ended November 30, 2003 (File No. 0-07919);

     (g) Form 8-K, dated March 3, 2004, to report other events (File No.
0-07919);

     (h) Form 8-K, dated March 23, 2004, to report other events (File No.
0-07919); and

     (i) The description of the Common Stock, par value $.01 per share,
contained in Exhibit 3.1 to the Company's registration statement on Form S-8
(File No. 33-31936), filed March 8, 2000.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act, as amended, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part thereof from the date of the
filing of such documents.

Item 4.  Description of Securities

     All of the securities being registered are registered under Section 12 of
the Exchange Act.

<PAGE>

Item 5.  Interest of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Section 17-16-851 of the Wyoming Business Corporation Act provides that a
corporation may indemnify an individual who is a party to a proceeding because
he is a director against liability incurred in the proceeding if:

          (i) He conducted himself in good faith; and

          (ii) He reasonably believed that his conduct was in or at least not
     opposed to the corporation's best interests; and

          (iii) In the case of any criminal proceeding, he had no reasonable
     cause to believe his conduct was unlawful; or

          (iv) He engaged in conduct for which broader indemnification has been
     made permissible or obligatory under a provision of the articles of
     incorporation.

     The statute also provides that a director's conduct with respect to an
employee benefit plan for a purpose he reasonably believed to be in the
interests of the participants in and beneficiaries of the plan is conduct that
satisfies the requirement of paragraph (ii) above.

     The statute further provides that the termination of a proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent is not, of itself, determinative that the director did not meet
the standard of conduct described in this section.

     The statute also provides that, unless ordered by a court, a corporation
may not indemnify a director under this section:

          (i) In connection with a proceeding by or in the right of the
     corporation, except for reasonable expenses incurred in connection with the
     proceeding if it is determined that the director has met the standard of
     conduct set forth above; or

          (ii) In connection with any proceeding with respect to conduct for
     which he was adjudged liable on the basis that he received a financial
     benefit to which he was not entitled.

     Section 17-16-852 of the Wyoming Business Corporation Act requires a
corporation to indemnify a director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which he was a party because he
was a director of the corporation against reasonable expenses incurred by him in
connection with the proceeding.


<PAGE>
     Section 17-16-856 of the Wyoming Business Corporation Act allows a
corporation to indemnify an officer of the corporation who is a party to a
proceeding because he is an officer of the corporation:

          (i) To the same extent as a director; and

          (ii) If he is an officer but not a director, to such further extent as
     may be provided by the articles of incorporation, the bylaws, a resolution
     of the board of directors or contract, except for:

               (A) Liability in connection with a proceeding by or in the right
          of the corporation other than for reasonable expenses incurred in
          connection with the proceeding; or

               (B) Liability arising out of conduct that constitutes:

                    (I) Receipt by him of a financial benefit to which he is not
               entitled;

                    (II) An intentional infliction of harm on the corporation or
               the shareholders; or

                    (III) An intentional violation of criminal law.

          (iii) A corporation may also indemnify and advance expenses to a
     current or former officer, employee or agent who is not a director to the
     extent, consistent with public policy, that may be provided by its articles
     of incorporation, bylaws, general or specific action of its board of
     directors or contract.

     The Company's Articles of Incorporation permit the Company to indemnify
each director and each officer, his heirs, executors and administrators against
expenses reasonably incurred or liability incurred by him in connection with any
action, suit or proceeding to which he may be made a party by reason of his
being or having been a director or officer of the corporation, except in
relation to matters as to which he shall be finally adjudged in such action,
suit or proceeding to be liable for fraud or misconduct. In the event of a
settlement before or after action or suit, the Company's Articles state that
indemnification shall be provided only in connection with such matters covered
by the settlement as to which the corporation is advised by counsel that the
person to be indemnified was not guilty of such fraud or misconduct.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         See Exhibit Index and Exhibits at the end of this Registration
Statement.


<PAGE>



Item 9.  Undertakings

     (a) The undersigned registrant hereby undertakes:

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

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

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

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

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

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

               (b) The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the Act, each filing of
          the registrant's annual report pursuant to Section 13(a) or Section
          15(d) of the Exchange Act that is incorporated by reference in the
          registration statement shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.

               (c) Insofar as indemnification for liabilities arising under the
          Act may be permitted to directors, officers and controlling persons of
          the registrant pursuant to the foregoing provisions, or otherwise, the
          registrant has been advised that in the opinion of the Securities and
          Exchange Commission such indemnification is against public policy as
          expressed in the Act and is, therefore, unenforceable. In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the registrant of expenses incurred or paid by a
          director, officer or controlling person of the registrant in the
          successful defense of any action, suit or proceeding) is asserted by
          such director, officer or controlling person in connection with the
          securities being registered, the registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the questions
          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.


<PAGE>



                                   SIGNATURES
                                   ----------


     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of El Paso, State of Colorado on the 4th day of
May 2004.


                                         WYOMING OIL & MINERALS, INC.



                                         By:  /s/ Bill M. Conrad
                                              --------------------------
                                              Bill M. Conrad, President

     Pursuant to the requirements of the Securities act of 1933, as amended,
this Registration Statement or Amendment thereto has been signed by the
following persons in the capacities and on the dates indicates.


Signatures                   Title                                   Date
----------                   -----                                   ----


/s/ Bill M. Conrad
----------------------       President, Principal Financial      May 4, 2004
Bill M. Conrad               and Accounting Officer and
                             Director


/s/ Raymond E. McElhaney
------------------------     Chairman of the Board of            May 4, 2004
Raymond E. McElhaney         Directors


 /s/ Jubal S. Terry          Director                            May 4, 2004
----------------------
Jubal S. Terry







<PAGE>



                                  EXHIBIT INDEX


Exhibit No.       Description

4                 Not applicable

5                 Opinion of Dufford & Brown, P.C. regarding the legality of
                  the securities registered hereunder

15                Not applicable

23.1              Consent of Maurice M. Morton, CPA

23.2              Consent of Dufford & Brown, P.C. (included in Exhibit 5)

99                Not applicable



<PAGE>
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{"company-data": {"conformed-name": "WYOMING OIL & MINERALS INC", "cik": "0000108729", "assigned-sic": "1311", "irs-number": "830217330", "state-of-incorporation": "WY", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115196", "film-number": "04781937"}, "business-address": {"street1": "5525 ERINDALE DR.", "street2": "SUITE 201", "city": "COLORADO SPRINGS", "state": "CO", "zip": "80918", "phone": "7192608509"}, "mail-address": {"street1": "5525 ERINDALE DR.", "street2": "SUITE 201", "city": "COLORADO SPRINGS", "state": "CO", "zip": "80918"}, "former-company": {"former-conformed-name": "WYOMING COAL CORP", "date-changed": "19810910"}}
As filed with the Securities and Exchange Commission on May 5, 2004
                                                 Registration No. 333-__________

                       SECURITIES AND EXCHANGE COMMISSION

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

                          WYOMING OIL & MINERALS, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)

                Wyoming                                  83-0217330
                -------                                  ----------
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                  Identification No.)

        5525 Erindale Drive, Suite 201, Colorado Springs, Colorado 80918
                                 (719) 260-8509
                -------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                 NON-QUALIFIED STOCK OPTION AND STOCK GRANT PLAN
                 -----------------------------------------------
                            (Full title of the plans)

                                 Bill M. Conrad,
                                    President
                          Wyoming Oil & Minerals, Inc.
                         5525 Erindale Drive, Suite 201
                        Colorado Springs, Colorado 80918
                                 (719) 260-8509
                      -------------------------------------
                     (Name and address of agent for service)

  Copies of all communications, including all communications sent to the agent
                        for service, should be sent to:

                             David J. Babiarz, Esq.
                              Dufford & Brown, P.C.
                            1700 Broadway, Suite 2100
                                Denver, CO 80290
                                 (303) 861-8013
CALCULATION OF REGISTRATION FEE

Title of                                     Proposed                   Proposed  maximum        Amount of
securities to              Amount to be      maximum offering           aggregate offering       registration
be registered              registered        price per share(2)         price(2)                 fee(2)
-----------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01 per share   250,000(1)        $ 5.00                     $ 1,250,000               $ 158.38

-----------------------------------------------------------------------------------------------------------
(1)  Represents the maximum number of shares that may be issued pursuant to the
     Plan.

(2)  Based upon last sales price for the Company's Common Stock on May 4, 2004,
     as required by Rule 457(c) and (h)(1)
PART I

              Information Required in the Section 10(a) Prospectus

     Information required by Part I of this Form is included in documents sent
or given to participants as specified by Rule 428(b)(1) under the Securities Act
of 1933, as amended (the "Securities Act"). In accordance with Rule 428(a) and
the requirements of Part I of Form S-8, such documents are not being filed with
the Securities and Exchange Commission ( the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act.
PART II

               Information required in the Registration Statement

Item 3. Incorporation of Documents by Reference

     The following documents filed by Wyoming Oil & Minerals, Inc. (the
"Company" or the "Registrant") with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:

     (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
February 28, 2003 (File No. 0-07919);

     (b) Form 10-QSB for the quarter ended May 31, 2003 (File No. 0-07919);

     (c) Form 10-QSB for the quarter ended August 31, 2003 (File No. 0-07919);

     (d) Schedule 14A to report the special meeting of stockholders on December
15, 2003 (File No. 0-07919);

     (e) Form 8-K, dated December 1, 2003, to report the change in Registrant's
Certifying Accountant (File No. 0-07919);

     (f) Form 10-QSB for the quarter ended November 30, 2003 (File No. 0-07919);

     (g) Form 8-K, dated March 3, 2004, to report other events (File No.
0-07919);

     (h) Form 8-K, dated March 23, 2004, to report other events (File No.
0-07919); and

     (i) The description of the Common Stock, par value $.01 per share,
contained in Exhibit 3.1 to the Company's registration statement on Form S-8
(File No. 33-31936), filed March 8, 2000.

     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act, as amended, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part thereof from the date of the
filing of such documents.

Item 4.  Description of Securities

     All of the securities being registered are registered under Section 12 of
the Exchange Act.
Item 5.  Interest of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Section 17-16-851 of the Wyoming Business Corporation Act provides that a
corporation may indemnify an individual who is a party to a proceeding because
he is a director against liability incurred in the proceeding if:

          (i) He conducted himself in good faith; and

          (ii) He reasonably believed that his conduct was in or at least not
     opposed to the corporation's best interests; and

          (iii) In the case of any criminal proceeding, he had no reasonable
     cause to believe his conduct was unlawful; or

          (iv) He engaged in conduct for which broader indemnification has been
     made permissible or obligatory under a provision of the articles of
     incorporation.

     The statute also provides that a director's conduct with respect to an
employee benefit plan for a purpose he reasonably believed to be in the
interests of the participants in and beneficiaries of the plan is conduct that
satisfies the requirement of paragraph (ii) above.

     The statute further provides that the termination of a proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent is not, of itself, determinative that the director did not meet
the standard of conduct described in this section.

     The statute also provides that, unless ordered by a court, a corporation
may not indemnify a director under this section:

          (i) In connection with a proceeding by or in the right of the
     corporation, except for reasonable expenses incurred in connection with the
     proceeding if it is determined that the director has met the standard of
     conduct set forth above; or

          (ii) In connection with any proceeding with respect to conduct for
     which he was adjudged liable on the basis that he received a financial
     benefit to which he was not entitled.

     Section 17-16-852 of the Wyoming Business Corporation Act requires a
corporation to indemnify a director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which he was a party because he
was a director of the corporation against reasonable expenses incurred by him in
connection with the proceeding.
Section 17-16-856 of the Wyoming Business Corporation Act allows a
corporation to indemnify an officer of the corporation who is a party to a
proceeding because he is an officer of the corporation:

          (i) To the same extent as a director; and

          (ii) If he is an officer but not a director, to such further extent as
     may be provided by the articles of incorporation, the bylaws, a resolution
     of the board of directors or contract, except for:

               (A) Liability in connection with a proceeding by or in the right
          of the corporation other than for reasonable expenses incurred in
          connection with the proceeding; or

               (B) Liability arising out of conduct that constitutes:

                    (I) Receipt by him of a financial benefit to which he is not
               entitled;

                    (II) An intentional infliction of harm on the corporation or
               the shareholders; or

                    (III) An intentional violation of criminal law.

          (iii) A corporation may also indemnify and advance expenses to a
     current or former officer, employee or agent who is not a director to the
     extent, consistent with public policy, that may be provided by its articles
     of incorporation, bylaws, general or specific action of its board of
     directors or contract.

     The Company's Articles of Incorporation permit the Company to indemnify
each director and each officer, his heirs, executors and administrators against
expenses reasonably incurred or liability incurred by him in connection with any
action, suit or proceeding to which he may be made a party by reason of his
being or having been a director or officer of the corporation, except in
relation to matters as to which he shall be finally adjudged in such action,
suit or proceeding to be liable for fraud or misconduct. In the event of a
settlement before or after action or suit, the Company's Articles state that
indemnification shall be provided only in connection with such matters covered
by the settlement as to which the corporation is advised by counsel that the
person to be indemnified was not guilty of such fraud or misconduct.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         See Exhibit Index and Exhibits at the end of this Registration
Statement.
Item 9.  Undertakings

     (a) The undersigned registrant hereby undertakes:

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

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

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

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

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

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

               (b) The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the Act, each filing of
          the registrant's annual report pursuant to Section 13(a) or Section
          15(d) of the Exchange Act that is incorporated by reference in the
          registration statement shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.

               (c) Insofar as indemnification for liabilities arising under the
          Act may be permitted to directors, officers and controlling persons of
          the registrant pursuant to the foregoing provisions, or otherwise, the
          registrant has been advised that in the opinion of the Securities and
          Exchange Commission such indemnification is against public policy as
          expressed in the Act and is, therefore, unenforceable. In the event
          that a claim for indemnification against such liabilities (other than
          the payment by the registrant of expenses incurred or paid by a
          director, officer or controlling person of the registrant in the
          successful defense of any action, suit or proceeding) is asserted by
          such director, officer or controlling person in connection with the
          securities being registered, the registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the questions
          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.
SIGNATURES
                                   ----------

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of El Paso, State of Colorado on the 4th day of
May 2004.

                                         WYOMING OIL & MINERALS, INC.

                                         By:  /s/ Bill M. Conrad
                                              --------------------------
                                              Bill M. Conrad, President

     Pursuant to the requirements of the Securities act of 1933, as amended,
this Registration Statement or Amendment thereto has been signed by the
following persons in the capacities and on the dates indicates.

Signatures                   Title                                   Date
----------                   -----                                   ----

/s/ Bill M. Conrad
----------------------       President, Principal Financial      May 4, 2004
Bill M. Conrad               and Accounting Officer and
                             Director

/s/ Raymond E. McElhaney
------------------------     Chairman of the Board of            May 4, 2004
Raymond E. McElhaney         Directors

 /s/ Jubal S. Terry          Director                            May 4, 2004
----------------------
Jubal S. Terry
EXHIBIT INDEX

Exhibit No.       Description

4                 Not applicable

5                 Opinion of Dufford & Brown, P.C. regarding the legality of
                  the securities registered hereunder

15                Not applicable

23.1              Consent of Maurice M. Morton, CPA

23.2              Consent of Dufford & Brown, P.C. (included in Exhibit 5)

99                Not applicable