As Filed with the Securities and Exchange Commission on October 20, 2000
                                                 Registration No. 333-__________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933
                        APPLIED DIGITAL SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)

                                    MISSOURI
                         (State or other jurisdiction of
                         incorporation or organization)

                                   43-1641533
                                (I.R.S. Employer
                              Identification No.)

                          400 Royal Palm Way, Suite 410
                            Palm Beach, Florida 33480
                                 (561) 366-4800
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

            Applied Digital Solutions, Inc. 1999 Flexible Stock Plan
                            (Full title of the Plan)

                              Garrett A. Sullivan
                         Applied Digital Solutions, Inc.
                        400 Royal Palm Way, Suite 410
                              Palm Beach, Florida 33480
                                 (561) 366-4800
                              Fax: (561) 366-0002
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        Copies of all correspondence to:

         David I. Beckett, Esq.                     Denis P. McCusker, Esq.
             General Counsel                             Bryan Cave LLP
     Applied Digital Solutions, Inc.                One Metropolitan Square
      400 Royal Palm Way, Suite 410              211 North Broadway, Suite 3600
        Palm Beach, Florida 33480                St. Louis, Missouri 63102-2750
             (561) 366-4800                              (314) 259-2000
           Fax: (561) 366-0002                        Fax: (314) 259-2020

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
==============================================================================================
<S>                     <C>               <C>                  <C>                <C>
Title of Each Class         Amount        Proposed Maximum     Proposed Maximum    Amount of
of Securities to be         to be          Offering Price         Aggregate       Registration
     Registered         Registered(1)(2)     Per Unit(3)       Offering Price(3)      Fee
==============================================================================================
 Common Stock, $.001
 par value per share      9,587,019            $3.225             $30,918,136       $8,163
==============================================================================================
<FN>
(1)  This registration statement registers an additional 9,587,019 shares of the
     same class as other securities for which a registration  statement filed on
     this form  relating to the same  employee  benefit  plan is  effective.  We
     previously  registered (a) 5,000,000  shares of common stock on December 8,
     1999, Registration No. 333-92327 pursuant to the Applied Digital Solutions,
     Inc. 1999 Flexible Stock Plan, and (b) 2,412,981  shares of common stock on
     March 3, 2000,  Registration No. 333-31696  pursuant to the Applied Digital
     Solutions,  Inc. 1999 Flexible Stock Plan,  and therefore,  we will have an
     aggregate of 17,000,000 shares  registered  pursuant to the Applied Digital
     Solutions,  Inc. 1999 Flexible  Stock Plan upon the  effectiveness  of this
     registration statement.

(2)  This  Registration  Statement also relates to such  indeterminate number of
     additional  shares  as  may  be  issuable  pursuant  to  the  anti-dilution
     provisions of the Applied Digital Solutions, Inc. 1999 Flexible Stock Plan.

(3)  Pursuant  to  Rule  457(c)  and  (h),  the  proposed   offering  price  and
     registration  fee have been  calculated  on the basis of the average of the
     high and low  trading  prices for the Common  Stock for the five day period
     ended October 16, 2000 as reported on the Nasdaq National Market.

================================================================================
</FN>
</TABLE>
<PAGE>

     This Registration  Statement  registers  additional  securities of the same
class as other securities for which a registration  statement filed on this form
relating to the same employee benefit plan is effective. Consequently,  pursuant
to General Instruction E to Form S-8, the contents of the Registration Statement
filed by Applied Digital Solutions,  Inc. on December 8, 1999,  Registration No.
333-92327,  and the  contents  of the  Registration  Statement  filed by Applied
Digital  Solutions,  Inc.  on March 3, 2000,  Registration  No.  333-31696,  are
incorporated by reference into this Registration Statement.



Item 8.  Exhibits.

         Exhibit No.    Description

            4.1         Applied Digital Solutions, Inc. 1999 Flexible Stock Plan
                        (As Amended Through September 1, 2000)

            5.1         Opinion of Bryan Cave LLP regarding the validity of  the
                        common stock

           23.1         Consent of PricewaterhouseCoopers LLP

           23.2         Consent of Rubin, Brown, Gornstein & Co. LLP

           23.3         Consent of Arthur Andersen LLP

           23.4         Consent of Grant Thornton LLP

           23.5         Consent of Di Pesa & Company

           23.6         Consent of Bryan Cave LLP (included in Exhibit 5.1)

           24.1         Power of Attorney (included on signature page)


                                       2
<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 on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly  authorized,  in the City of Palm Beach,  State of Florida,  on October 19,
2000.


                                        APPLIED DIGITAL SOLUTIONS, INC.


                                        By:  /S/ DAVID A. LOPPERT
                                           -------------------------------------
                                             David A. Loppert, Vice President,
                                                  Chief Financial Officer

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Garrett A. Sullivan and David A.  Loppert,  and each of them (with full power to
each of them to act alone),  the true and lawful  attorney in fact and agent for
the  undersigned,  to act on  behalf  of and in the name of the  undersigned  in
connection with this Registration Statement, including the authority to sign any
amendments (including post-effective amendments) to this Registration Statement,
and to file the same,  with exhibits and any and all other  documents filed with
respect  thereto,  with the  Securities  and Exchange  Commission  (or any other
governmental  or  regulatory  authority),  and each  such  person  ratifies  and
confirms all that said  attorneys in fact and agents may lawfully do or cause to
be done by virtue hereof.

     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.

<TABLE>
<CAPTION>

         Signature                          Title                          Date
<S>                              <C>                                  <C>

                                 Chairman of the Board of
                                  Directors, Chief Executive
    /S/ Richard J. Sullivan       Officer and Secretary (Principal
-------------------------------   Executive Officer)                  October 19, 2000
     (Richard J. Sullivan)

    /S/ Garrett A. Sullivan      President and Director (Principal
-------------------------------  Operating Officer)                   October 19, 2000
     (Garrett A. Sullivan)

    /S/ David A. Loppert         Vice President, Chief Financial
-------------------------------   Officer                             October 19, 2000
       (David A. Loppert)

    /S/ Lorraine M. Breece       Chief Accounting Officer             October 19, 2000
-------------------------------
      (Lorraine M. Breece)

    /S/ Richard S. Friedland     Director                             October 19, 2000
-------------------------------
      (Richard S. Friedland)

    /S/ Arthur F. Noterman       Director                             October 19, 2000
-------------------------------
      (Arthur F. Noterman)

    /S/ Daniel E. Penni          Director                             October 19, 2000
-------------------------------
       (Daniel E. Penni)

    /S/ Angela M. Sullivan       Director                             October 19, 2000
-------------------------------
      (Angela M. Sullivan)

    /S/ Constance K. Weaver      Director                             October 19, 2000
-------------------------------
     (Constance K. Weaver)

 </TABLE>
                                       3
<PAGE>

                                  EXHIBIT INDEX


         Exhibit No.    Description

            4.1         Applied Digital Solutions, Inc. 1999 Flexible Stock Plan
                        (As   Amended  Through  September 1,  2000)(incorporated
                        herein by reference to Exhibit 10.1 to the  Registrant's
                        Registration Statement on Form S-3 (File No.  333-47996)
                        filed with the Securities and  Exchange  Commission   on
                        October 16, 2000)

            5.1         Opinion of Bryan Cave LLP regarding the validity of  the
                        common stock

           23.1         Consent of PricewaterhouseCoopers LLP

           23.2         Consent of Rubin, Brown, Gornstein & Co. LLP

           23.3         Consent of Arthur Andersen LLP

           23.4         Consent of Grant Thornton LLP

           23.5         Consent of Di Pesa & Company

           23.6         Consent of Bryan Cave LLP (included in Exhibit 5.1)

           24.1         Power of Attorney (included on signature page)


                                       4
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{"company-data": {"conformed-name": "APPLIED DIGITAL SOLUTIONS INC", "cik": "0000924642", "assigned-sic": "5045", "irs-number": "431641533", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48364", "film-number": "743636"}, "business-address": {"street1": "400 ROYAL PALM WAY", "street2": "SUITE 410", "city": "PALM BEACH", "state": "FL", "zip": "33480", "phone": "5613664800"}, "mail-address": {"street1": "400 ROYAL PALM WAY", "street2": "SUITE 410", "city": "PALM BEACH", "state": "FL", "zip": "33480"}, "former-company": {"former-conformed-name": "APPLIED CELLULAR TECHNOLOGY INC", "date-changed": "19940606"}}
As Filed with the Securities and Exchange Commission on October 20, 2000
                                                 Registration No. 333-__________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933
                        APPLIED DIGITAL SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)

                                    MISSOURI
                         (State or other jurisdiction of
                         incorporation or organization)

                                   43-1641533
                                (I.R.S. Employer
                              Identification No.)

                          400 Royal Palm Way, Suite 410
                            Palm Beach, Florida 33480
                                 (561) 366-4800
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

            Applied Digital Solutions, Inc. 1999 Flexible Stock Plan
                            (Full title of the Plan)

                              Garrett A. Sullivan
                         Applied Digital Solutions, Inc.
                        400 Royal Palm Way, Suite 410
                              Palm Beach, Florida 33480
                                 (561) 366-4800
                              Fax: (561) 366-0002
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        Copies of all correspondence to:

         David I. Beckett, Esq.                     Denis P. McCusker, Esq.
             General Counsel                             Bryan Cave LLP
     Applied Digital Solutions, Inc.                One Metropolitan Square
      400 Royal Palm Way, Suite 410              211 North Broadway, Suite 3600
        Palm Beach, Florida 33480                St. Louis, Missouri 63102-2750
             (561) 366-4800                              (314) 259-2000
           Fax: (561) 366-0002                        Fax: (314) 259-2020
CALCULATION OF REGISTRATION FEE
==============================================================================================
Title of Each Class         Amount        Proposed Maximum     Proposed Maximum    Amount of
of Securities to be         to be          Offering Price         Aggregate       Registration
     Registered         Registered(1)(2)     Per Unit(3)       Offering Price(3)      Fee
==============================================================================================
 Common Stock, $.001
 par value per share      9,587,019            $3.225             $30,918,136       $8,163
==============================================================================================
(1)  This registration statement registers an additional 9,587,019 shares of the
     same class as other securities for which a registration  statement filed on
     this form  relating to the same  employee  benefit  plan is  effective.  We
     previously  registered (a) 5,000,000  shares of common stock on December 8,
     1999, Registration No. 333-92327 pursuant to the Applied Digital Solutions,
     Inc. 1999 Flexible Stock Plan, and (b) 2,412,981  shares of common stock on
     March 3, 2000,  Registration No. 333-31696  pursuant to the Applied Digital
     Solutions,  Inc. 1999 Flexible Stock Plan,  and therefore,  we will have an
     aggregate of 17,000,000 shares  registered  pursuant to the Applied Digital
     Solutions,  Inc. 1999 Flexible  Stock Plan upon the  effectiveness  of this
     registration statement.

(2)  This  Registration  Statement also relates to such  indeterminate number of
     additional  shares  as  may  be  issuable  pursuant  to  the  anti-dilution
     provisions of the Applied Digital Solutions, Inc. 1999 Flexible Stock Plan.

(3)  Pursuant  to  Rule  457(c)  and  (h),  the  proposed   offering  price  and
     registration  fee have been  calculated  on the basis of the average of the
     high and low  trading  prices for the Common  Stock for the five day period
     ended October 16, 2000 as reported on the Nasdaq National Market.

================================================================================
This Registration  Statement  registers  additional  securities of the same
class as other securities for which a registration  statement filed on this form
relating to the same employee benefit plan is effective. Consequently,  pursuant
to General Instruction E to Form S-8, the contents of the Registration Statement
filed by Applied Digital Solutions,  Inc. on December 8, 1999,  Registration No.
333-92327,  and the  contents  of the  Registration  Statement  filed by Applied
Digital  Solutions,  Inc.  on March 3, 2000,  Registration  No.  333-31696,  are
incorporated by reference into this Registration Statement.

Item 8.  Exhibits.

         Exhibit No.    Description

            4.1         Applied Digital Solutions, Inc. 1999 Flexible Stock Plan
                        (As Amended Through September 1, 2000)

            5.1         Opinion of Bryan Cave LLP regarding the validity of  the
                        common stock

           23.1         Consent of PricewaterhouseCoopers LLP

           23.2         Consent of Rubin, Brown, Gornstein & Co. LLP

           23.3         Consent of Arthur Andersen LLP

           23.4         Consent of Grant Thornton LLP

           23.5         Consent of Di Pesa & Company

           23.6         Consent of Bryan Cave LLP (included in Exhibit 5.1)

           24.1         Power of Attorney (included on signature page)

                                       2
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 on Form S-8 to be signed on its behalf by the  undersigned,  thereunto
duly  authorized,  in the City of Palm Beach,  State of Florida,  on October 19,
2000.

                                        APPLIED DIGITAL SOLUTIONS, INC.

                                        By:  /S/ DAVID A. LOPPERT
                                           -------------------------------------
                                             David A. Loppert, Vice President,
                                                  Chief Financial Officer

                                POWER OF ATTORNEY

     Each person whose signature  appears below hereby  constitutes and appoints
Garrett A. Sullivan and David A.  Loppert,  and each of them (with full power to
each of them to act alone),  the true and lawful  attorney in fact and agent for
the  undersigned,  to act on  behalf  of and in the name of the  undersigned  in
connection with this Registration Statement, including the authority to sign any
amendments (including post-effective amendments) to this Registration Statement,
and to file the same,  with exhibits and any and all other  documents filed with
respect  thereto,  with the  Securities  and Exchange  Commission  (or any other
governmental  or  regulatory  authority),  and each  such  person  ratifies  and
confirms all that said  attorneys in fact and agents may lawfully do or cause to
be done by virtue hereof.

     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.
Signature                          Title                          Date
Chairman of the Board of
                                  Directors, Chief Executive
    /S/ Richard J. Sullivan       Officer and Secretary (Principal
-------------------------------   Executive Officer)                  October 19, 2000
     (Richard J. Sullivan)

    /S/ Garrett A. Sullivan      President and Director (Principal
-------------------------------  Operating Officer)                   October 19, 2000
     (Garrett A. Sullivan)

    /S/ David A. Loppert         Vice President, Chief Financial
-------------------------------   Officer                             October 19, 2000
       (David A. Loppert)

    /S/ Lorraine M. Breece       Chief Accounting Officer             October 19, 2000
-------------------------------
      (Lorraine M. Breece)

    /S/ Richard S. Friedland     Director                             October 19, 2000
-------------------------------
      (Richard S. Friedland)

    /S/ Arthur F. Noterman       Director                             October 19, 2000
-------------------------------
      (Arthur F. Noterman)

    /S/ Daniel E. Penni          Director                             October 19, 2000
-------------------------------
       (Daniel E. Penni)

    /S/ Angela M. Sullivan       Director                             October 19, 2000
-------------------------------
      (Angela M. Sullivan)

    /S/ Constance K. Weaver      Director                             October 19, 2000
-------------------------------
     (Constance K. Weaver)
3
EXHIBIT INDEX

         Exhibit No.    Description

            4.1         Applied Digital Solutions, Inc. 1999 Flexible Stock Plan
                        (As   Amended  Through  September 1,  2000)(incorporated
                        herein by reference to Exhibit 10.1 to the  Registrant's
                        Registration Statement on Form S-3 (File No.  333-47996)
                        filed with the Securities and  Exchange  Commission   on
                        October 16, 2000)

            5.1         Opinion of Bryan Cave LLP regarding the validity of  the
                        common stock

           23.1         Consent of PricewaterhouseCoopers LLP

           23.2         Consent of Rubin, Brown, Gornstein & Co. LLP

           23.3         Consent of Arthur Andersen LLP

           23.4         Consent of Grant Thornton LLP

           23.5         Consent of Di Pesa & Company

           23.6         Consent of Bryan Cave LLP (included in Exhibit 5.1)

           24.1         Power of Attorney (included on signature page)

                                       4