As filed with the Securities and Exchange Commission on November 20, 2003.
                                                   Registration No. 333-________
================================================================================

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form S-8
                          Registration Statement Under
                           The Securities Act of 1933

                              Trey Resources, Inc.
                              --------------------
             (Exact name of Registrant as specified in its charter)

            Delaware                                          16-1633636
            --------                                          ----------
 (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                          Identification No.)

                750 Highway 34, Matawan, NJ                     07747
                ---------------------------                     -----
          (Address of principal executive offices)            (Zip Code)

       Registrant's telephone number, including area code: (732) 441-7700

               Trey Resources, Inc. 2004 Stock Incentive Plan and
     Trey Resources, Inc. 2004 Directors' and Officers' Stock Incentive Plan
     -----------------------------------------------------------------------
                              (Full title of Plan)

                   Mark Meller, President and Chief Executive
                                     Officer
                              Trey Resources, Inc.
                                 750 Highway 34
                            Matawan, New Jersey 07747
                                 (732) 441-7700
             -------------------------------------------------------
             (Name, address, including Zip Code and telephone number
                    including area code of agent for service)

                                 With a Copy to:

                             Lawrence A. Muenz, Esq.
                               Meritz & Muenz LLP.
                                2021 O Street, NW
                              Washington, DC 20036
--------------------------------------------------------------------------------
Calculation of Registration Fee
--------------------------------------------------------------------------------
                                        Proposed
Title of each           Proposed        offering    Amount of
class of                maximum         maximum     aggregate      Total
securities to           amount to be    price       offering       registration
be registered           registered      per unit    price          fee
--------------------------------------------------------------------------------
Class A Common Stock    2,400,000       $.07        $168,000       $21

Class A Common Stock    2,400,000       $.07        $168,000       $21
--------------------------------------------------------------------------------

(1)   Price calculated in accordance with Rule 457(c) of the regulations
      promulgated under Securities Act of 1933.

Approximate date of proposed sale to the public: This Registration Statement
shall become effective upon filing with the Commission.

================================================================================
<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         In accordance with the requirements of the Securities Exchange Act of
1934, the Company periodically files certain reports and other information with
the Commission. The following documents filed with the Commission are hereby
incorporated in this Prospectus by reference:

         1.  The Company's Annual Report on Form 10-KSB for the fiscal year
             ended December 31, 2003;

         2.  The Company's Quarterly Report on Form 10-QSB for the fiscal
             quarter ended March 31, 2004, and June 30, 2004.

         3.  The Company's Current Report on Form 8-K dated June 2, 2004 and
             August 13, 2004 and the Company's Current Report on Form 8-K/A
             Amendment No. 1 dated June 2, 2004.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all remaining 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 and to
be part hereof from the date of filing such documents. Any statement in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.    INTEREST OF NAMED EXPERTS AND COUNSEL.

         None

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law (the "Delaware Law") empowers a Delaware corporation to
indemnify any persons who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person was an
officer or director of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial approval if the
officer or director is adjudged to be liable to the corporation in the
performance of his duty. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the

                                       2
<PAGE>

corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.

         Our Certificate of Incorporation and by-laws include an indemnification
provision under which we have agreed to indemnify directors of Trey to the
fullest extent possible from and against any and all claims of any type arising
from or related to future acts or omissions as a director of Trey.

         The effect of these provisions is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in certain limited situations.
These provisions do not limit or eliminate the rights of the Company or any
stockholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. These provisions will not
alter the liability of directors under federal securities law. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.    EXHIBITS

         5.1.   Legal Opinion of Meritz & Muenz LLP.

         10.1   Trey Resources, Inc. 2004 Stock Incentive Plan.

         10.2   Trey Resources, Inc. 2004 Directors' and Officers Stock
                Incentive Plan.

         23.    Consent of Experts and Counsel 23.1 Consent of Bagell, Josephs &
                Company, L.C.C.

         23.2   Consent of Meritz & Muenz LLP. (See Exhibit 5.1)


ITEM 9.    UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a)  The undersigned registrant hereby undertakes:

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

         (i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933, as amended (the "Securities Act");

         (ii) To reflect in the prospectus any facts or events arising after the
         effective date of this Registration Statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total

                                       3
<PAGE>

         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high and of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20 percent change
         in the maximum aggregate offering price set forth in the "Calculation
         of Registration Fee" table in the effective Registration Statement; and

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

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

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

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

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

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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.

                                       4
<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 Matawan, New Jersey, on September 30, 2004.


                           TREY RESOURCES, INC.


By:                        s/Mark Meller
                           ------------------------------
                           Mark Meller, President,
                           Chief Executive Officer and
                           Principal Financial Officer

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

By:                        s/Mark Meller
                           ------------------------------
                           Mark Meller, President,
                           Chief Executive Officer and
                           Principal Financial Officer

                 TREY RESOURCES, INC. 2004 STOCK INCENTIVE PLAN

         Pursuant to the requirements of the Securities Act of 1933, the Board
of Directors of the Registrant who administers the Trey Resources, Inc. 2004
Stock Incentive Plan and the Trey Resources, Inc. 2004 Directors' and Officers'
Incentive Stock Plan have duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Matawan, New
Jersey, on September 30, 2004.

By:                        s/Mark Meller
                           ------------------------------
                           Mark Meller, President,
                           Chief Executive Officer and
                           Principal Financial Officer


                                       5
<PAGE>


                                INDEX OF EXHIBITS


5.1.    Legal Opinion of Meritz & Muenz LLP

10.1    Trey Resources, Inc. 2004 Stock Incentive Plan

10.2    Trey Resources, Inc. 2004 Directors' and Officers Stock Incentive Plan.

23.     Consent of Experts and Counsel

23.1    Consent of Bagell, Josephs & Company, L.C.C.

23.2    Consent of Meritz & Muenz LLP. (See Exhibit 5.1)

































                                       6
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{"company-data": {"conformed-name": "TREY INDUSTRIES INC", "cik": "0001236275", "assigned-sic": "7389", "irs-number": "161633636", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119426", "film-number": "041056026"}, "mail-address": {"street1": "750 RT 34", "city": "MATANAN", "state": "NJ", "zip": "07747"}}
As filed with the Securities and Exchange Commission on November 20, 2003.
                                                   Registration No. 333-________
================================================================================

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form S-8
                          Registration Statement Under
                           The Securities Act of 1933

                              Trey Resources, Inc.
                              --------------------
             (Exact name of Registrant as specified in its charter)

            Delaware                                          16-1633636
            --------                                          ----------
 (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                          Identification No.)

                750 Highway 34, Matawan, NJ                     07747
                ---------------------------                     -----
          (Address of principal executive offices)            (Zip Code)

       Registrant's telephone number, including area code: (732) 441-7700

               Trey Resources, Inc. 2004 Stock Incentive Plan and
     Trey Resources, Inc. 2004 Directors' and Officers' Stock Incentive Plan
     -----------------------------------------------------------------------
                              (Full title of Plan)

                   Mark Meller, President and Chief Executive
                                     Officer
                              Trey Resources, Inc.
                                 750 Highway 34
                            Matawan, New Jersey 07747
                                 (732) 441-7700
             -------------------------------------------------------
             (Name, address, including Zip Code and telephone number
                    including area code of agent for service)

                                 With a Copy to:

                             Lawrence A. Muenz, Esq.
                               Meritz & Muenz LLP.
                                2021 O Street, NW
                              Washington, DC 20036
--------------------------------------------------------------------------------
Calculation of Registration Fee
--------------------------------------------------------------------------------
                                        Proposed
Title of each           Proposed        offering    Amount of
class of                maximum         maximum     aggregate      Total
securities to           amount to be    price       offering       registration
be registered           registered      per unit    price          fee
--------------------------------------------------------------------------------
Class A Common Stock    2,400,000       $.07        $168,000       $21

Class A Common Stock    2,400,000       $.07        $168,000       $21
--------------------------------------------------------------------------------

(1)   Price calculated in accordance with Rule 457(c) of the regulations
      promulgated under Securities Act of 1933.

Approximate date of proposed sale to the public: This Registration Statement
shall become effective upon filing with the Commission.

================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         In accordance with the requirements of the Securities Exchange Act of
1934, the Company periodically files certain reports and other information with
the Commission. The following documents filed with the Commission are hereby
incorporated in this Prospectus by reference:

         1.  The Company's Annual Report on Form 10-KSB for the fiscal year
             ended December 31, 2003;

         2.  The Company's Quarterly Report on Form 10-QSB for the fiscal
             quarter ended March 31, 2004, and June 30, 2004.

         3.  The Company's Current Report on Form 8-K dated June 2, 2004 and
             August 13, 2004 and the Company's Current Report on Form 8-K/A
             Amendment No. 1 dated June 2, 2004.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all remaining 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 and to
be part hereof from the date of filing such documents. Any statement in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.    INTEREST OF NAMED EXPERTS AND COUNSEL.

         None

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Delaware corporation. Section 145 of the Delaware
General Corporation Law (the "Delaware Law") empowers a Delaware corporation to
indemnify any persons who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person was an
officer or director of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial approval if the
officer or director is adjudged to be liable to the corporation in the
performance of his duty. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the

                                       2
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.

         Our Certificate of Incorporation and by-laws include an indemnification
provision under which we have agreed to indemnify directors of Trey to the
fullest extent possible from and against any and all claims of any type arising
from or related to future acts or omissions as a director of Trey.

         The effect of these provisions is to eliminate the rights of the
Company and its stockholders (through stockholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior) except in certain limited situations.
These provisions do not limit or eliminate the rights of the Company or any
stockholder to seek non-monetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care. These provisions will not
alter the liability of directors under federal securities law. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.    EXHIBITS

         5.1.   Legal Opinion of Meritz & Muenz LLP.

         10.1   Trey Resources, Inc. 2004 Stock Incentive Plan.

         10.2   Trey Resources, Inc. 2004 Directors' and Officers Stock
                Incentive Plan.

         23.    Consent of Experts and Counsel 23.1 Consent of Bagell, Josephs &
                Company, L.C.C.

         23.2   Consent of Meritz & Muenz LLP. (See Exhibit 5.1)

ITEM 9.    UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a)  The undersigned registrant hereby undertakes:

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

         (i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933, as amended (the "Securities Act");

         (ii) To reflect in the prospectus any facts or events arising after the
         effective date of this Registration Statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this Registration Statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total

                                       3
dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high and of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than a 20 percent change
         in the maximum aggregate offering price set forth in the "Calculation
         of Registration Fee" table in the effective Registration Statement; and

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

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

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

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

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

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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.

                                       4
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 Matawan, New Jersey, on September 30, 2004.

                           TREY RESOURCES, INC.

By:                        s/Mark Meller
                           ------------------------------
                           Mark Meller, President,
                           Chief Executive Officer and
                           Principal Financial Officer

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

By:                        s/Mark Meller
                           ------------------------------
                           Mark Meller, President,
                           Chief Executive Officer and
                           Principal Financial Officer

                 TREY RESOURCES, INC. 2004 STOCK INCENTIVE PLAN

         Pursuant to the requirements of the Securities Act of 1933, the Board
of Directors of the Registrant who administers the Trey Resources, Inc. 2004
Stock Incentive Plan and the Trey Resources, Inc. 2004 Directors' and Officers'
Incentive Stock Plan have duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Matawan, New
Jersey, on September 30, 2004.

By:                        s/Mark Meller
                           ------------------------------
                           Mark Meller, President,
                           Chief Executive Officer and
                           Principal Financial Officer

                                       5
INDEX OF EXHIBITS

5.1.    Legal Opinion of Meritz & Muenz LLP

10.1    Trey Resources, Inc. 2004 Stock Incentive Plan

10.2    Trey Resources, Inc. 2004 Directors' and Officers Stock Incentive Plan.

23.     Consent of Experts and Counsel

23.1    Consent of Bagell, Josephs & Company, L.C.C.

23.2    Consent of Meritz & Muenz LLP. (See Exhibit 5.1)

                                       6