As filed with the Securities and Exchange Commission on May 17, 2004  Reg. No. 33





SECURITIES AND EXCHANGE COMMISSION

_________________________________________

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

___________________________________

NatureWell, Inc.
(Exact name of registrant as specified in its charter)



|Delaware                                                        | 94-2901715                           
|--------------------------------------------------------------- | -------------------------------------
|(State or other jurisdiction of 
incorporation or organization) | (I.R.S. Employer 
identification No.)

110 West C Street, Suite 1300
San Diego, CA  92101
Tel: (619) 234-0222
(Address of principal executive offices)
________________________________________________



2004 INCENTIVE STOCK BONUS AND OPTION PLAN
(Full title of plan)

________________________________

James R. Arabia,
Chief Executive Officer
110 West C Street, Suite 1300
San Diego, CA  92101
 (Name and address of agent for service)

Tel: (619) 234-0222
(Telephone number, including area code of agent for service)



Copy to:
Michael L. Corrigan, Esq.
7770 Regents Rd. Suite 113-401
San Diego, CA 92122-1967
(858) 531-5984



CALCULATION OF REGISTRATION FEE



|Title of securities
to be registered | Amount to be 
Registered | Proposed maximum
offering price
per share | Proposed maximum
Aggregate offering
Price | Amount of 
Registration fee
|------------------------------------ | ------------------------ | ----------------------------------------- | ----------------------------------------- | ---------------------------
|Common Stock
(.01 par value)         | 10,000,000               | .026                                      | $260,000                                  | $32.94                     

(1)     Represents 10,000,000 shares of Common Stock to be issued  as compensation for services rendered.

(2)     Estimated solely for the purpose of determining the amount of registration fee and pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations under the Securities Act of 1933.



PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participating parties in accordance with Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). Such document(s) are not being filed with the Commission pursuant to the introductory Note to Part 1 of Form S-8, but constitute (along with the documents incorporated by reference to the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Act.

Item 2. Registrant Information and Stock Bonus Plan Annual Information

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participating parties in accordance with Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"). Such document(s) are not being filed with the Commission pursuant to the introductory Note to Part 1 of Form S-8, but constitute (along with the documents incorporated by reference to the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Act.

Legal Opinions and Experts

Michael L. Corrigan has rendered an opinion on the validity of the securities being registered.

The financial statements of NatureWell, Inc. by reference in the Company's Annual Report (Form 10-KSB/A) for the period ended June 30, 2003 have been audited by Armando C. Ibarra, C.P.A., independent auditors, as set forth in their report incorporated herein by reference and are incorporated herein by reference and are incorporated herein in reliance upon such report given upon the authority of the firm as experts in auditing and accounting.



PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents are incorporated by reference in this registration statement and are not required to be filed with this registration statement:

(a)  Registrant's Annual Report on Form 10-KSB/A for the fiscal year ended June 30, 2003, filed on October 22, 2003 pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended.

(b)  Registrant's quarterly reports on Form 10-QSB, for the fiscal quarters ended December 31, 2003, September 30, 2003, and March 30, 2003 and registrant's current reports on Form 8-K pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended.

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

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interest of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law, the "Delaware GCL", permits our board of directors to indemnify any person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding in which such person is made a party by reason of his being or having been a director, officer, employee or agent of ours, in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended. The Delaware GCL provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.



The Exhibits to this registration statement are listed in the index to Exhibits.



Item 9.  Undertakings.

The undersigned registrant hereby undertakes:

1.   To file, during the 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;

(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% 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 the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

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

4.  The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

5.  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee pursuant to the plan's annual report pursuant to section 15(d) for the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

6.  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of 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.





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, whereunto duly authorized, in San Diego, California, on May 17, 2004.



|NatureWell, Inc.                        
|----------------------------------------
|                                        
|By  /s/ James R. Arabia                 
|James R. Arabia, Chief Executive Officer





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



|By  /s/ James R. Arabia                 
|----------------------------------------
|James R. Arabia, Chief Executive Officer



Dated: May 17, 2004





INDEX TO EXHIBITS





|Exhibit NO. | Description                                                                                      
|----------- | -------------------------------------------------------------------------------------------------
|4.1*        | 2004 Incentive Stock Bonus and Option Plan                                                       
|5.1*        | Opinion of Counsel, Michael L. Corrigan                                                          
|23.1*       | Consent of Armando C. Ibarra, C.P.A.                                                             
|23.2*       | Consent of Michael L. Corrigan (included in Exhibit 5.1)                                         
|            |                                                                                                  
|            |                                                                                                  
|            |                                                                                                  
|            |                                                                                                  
|*           | Incorporated by reference to the applicable exhibits to the Company's Form S-8 filed May 17, 2004