As Filed with the Securities and Exchange Commission on December 8, 1999

                                                   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
                        400 Royal Palm Way, Suite 410
                              Palm Beach, Florida 33480
                                 (561) 366-4800
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                        Copies of all correspondence to:
                            Denis P. McCusker, Esq.
                                 Bryan Cave LLP
                            One Metropolitan Square
                         211 North Broadway, Suite 3600
                         St. Louis, Missouri 63102-2750
                                 (314) 259-2000

<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)     Per Unit(2)        Offering Price(2)      Fee
=============================================================================================
  Common Stock, $.001   5,000,000 shares     $7.4563            $37,281,500         $9,842
  par value per share
=============================================================================================
<FN>
(1)  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.

(2)  Pursuant to Rule 457(c) and Rule 457(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 December 3, 1999, as reported on the Nasdaq National Market.
</FN>
</TABLE>
================================================================================

<PAGE>
                                     PART I


                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS
Item 1.  Plan Information.

         Information  required  by Part I of  Form  S-8 to be  contained  in the
Section  10(a)  prospectus  is  omitted  from  this  registration  statement  in
accordance  with  Rule  428  under  the  Securities  Act  of  1933,  as  amended
("Securities Act"), and the Note to Part I of Form S-8.


Item 2.  Registrant Information and Employee Plan Annual Information.

         Information  required  by Part I of  Form  S-8 to be  contained  in the
Section  10(a)  prospectus  is  omitted  from  this  registration  statement  in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference.

     The  following  documents  heretofore  filed  by the  Registrant  with  the
Securities and Exchange  Commission  pursuant to the Securities  Exchange Act of
1934, as amended ("Exchange Act") are incorporated herein by reference:

               (1) the  Registrant's  Annual  Report on Form 10-K for the fiscal
          year ended December 31, 1998 (filed on March 31, 1999);

               (2)  the  Registrant's  Quarterly  Report  on Form  10-Q  for the
          quarter ended March 31, 1999 (filed on May 17, 1999);

               (3)  the  Registrant's  Quarterly  Report  on Form  10-Q  for the
          quarter ended June 30, 1999 (filed on August 16, 1999);

               (4)  the  Registrant's  Quarterly  Report  on Form  10-Q  for the
          quarter ended September 30, 1999 (filed on November 15, 1999);

               (5) the  Registrant's  Current Report on Form 8-K/A dated June 8,
          1998 (filed on March 11, 1999);

               (6) the  Registrant's  Current  Report on Form 8-K and Form 8-K/A
          dated  May 25,  1999  (filed  on June 2,  1999 and  October  5,  1999,
          respectively);

               (7) the  Registrant's  Current  Report on Form 8-K and Form 8-K/A
          dated  June 4,  1999  (filed on June 11,  1999 and  August  12,  1999,
          respectively);

               (8) the  Registrant's  Current Report on Form 8-K dated September
          14, 1999 (filed on September 14, 1999); and

                                      II-1
<PAGE>
               (9) the Registrant's  Registration Statement on Form 8-A filed on
          May 5, 1995,  registering  its common stock under Section 12(g) of the
          Exchange  Act,  including  any  amendments  or  reports  filed for the
          purpose of updating such description.

All  documents  filed  by  the  Registrant  with  the  Securities  and  Exchange
Commission  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act
subsequent to the date hereof and prior to the termination of the offering shall
hereby 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. Any statement
contained  herein,  in an amendment  hereto,  or in a document  incorporated  or
deemed to be incorporated  herein by reference shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement   contained  herein  or  in  any  other  subsequently  filed  document
incorporated or deemed to be incorporated  herein by reference,  which statement
is also incorporated herein by reference, modifies or supersedes such statement.
Any such 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.

     The  Registrant's  common  stock  is  registered  under  Section  12 of the
Exchange Act.



Item 5.  Interests of Named Experts and Counsel.

     None.



Item 6. Indemnification of Directors and Officers.

     Sections 351.355(1) and (2) of The General and Business  Corporation Law of
the State of Missouri  provide that a  corporation  may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action,  suit or proceeding by reason of the fact that he is or was
a director,  officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses,  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he  reasonably  believed  to be in or not
opposed  to the best  interests  of the  corporation  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was  unlawful,  except that, in the case of an action or suit by or in the right
of the  corporation,  the  corporation  may not indemnify  such persons  against
judgments and fines and no person shall be indemnified as to any claim, issue or
matter as to which  such  person  shall  have  been  adjudged  to be liable  for
negligence  or  misconduct in the  performance  of his duty to the  corporation,
unless  and only to the  extent  that the court in which the  action or suit was
brought  determines upon  application  that such person is fairly and reasonably
entitled to indemnity for proper expenses.  Section 351.355(3) provides that, to
the extent that a director,  officer,  employee or agent of the  corporation has
been  successful  in the defense of any such action,  suit or  proceeding or any
claim,  issue or  matter  therein,  he shall be  indemnified  against  expenses,
including  attorneys' fees,  actually and reasonably incurred in connection with
such action, suit or proceeding.  Section 351.355(7) provides that a corporation
may  provide  additional  indemnification  to  any  person  indemnifiable  under
subsection (1) or (2), provided such additional indemnification is authorized by
the  corporation's  articles of  incorporation  or an amendment  thereto or by a
shareholder-approved  bylaw or  agreement,  and provided  further that no person
shall thereby be indemnified  against conduct which was finally adjudged to have
been knowingly fraudulent, deliberately dishonest or willful misconduct or which
involved an accounting  for profits  pursuant to Section 16(b) of the Securities
Exchange Act of 1934.

                                      II-2
<PAGE>

     The bylaws of the Registrant  provide that the Registrant  shall indemnify,
to the full extent permitted under Missouri law, any director, officer, employee
or agent of the  Registrant who has served as a director,  officer,  employee or
agent of the  Registrant  or,  at the  Registrant's  request,  has  served  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
Registrant pursuant to such provisions, the Registrant has been informed that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against public policy as expressed in such Act and is therefore unenforceable.



Item 7.  Exemption from Registration Claimed

         Not applicable.



Item 8.  Exhibits.

         Exhibit No.       Description

             4.1           Applied  Digital  Solutions, Inc. 1999 Flexible Stock
                           Plan.

             5.1           Opinion of Bryan Cave LLP relating to legality of the
                           Common Stock.

            23.1           Consent of PricewaterhouseCoopers LLP.

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

            23.3           Consent of Bryan Cave LLP (included in Exhibit 5.1).

            24.1           Power of Attorney (included on signature page).



Item 9.  Undertakings.

     (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;

               (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;

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
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                                      II-3
<PAGE>

         (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.

     (b) 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  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 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
Securities  Act of 1933 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.

                                      II-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 the City of Palm Beach, State of Florida, on December 7, 1999.



                                         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,
or to sign any  registration  statement  which registers  additional  securities
under the Applied Digital  Solutions,  Inc. 1999 Flexible Stock Plan pursuant to
Instruction  E to Form S-8, 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)                  December 7, 1999
     (Richard J. Sullivan)

    /S/ Garrett A. Sullivan      President and Director (Principal
-------------------------------   Operating Officer)                  December 7, 1999
     (Garrett A. Sullivan)

                                 Vice President, Chief Financial
    /S/ David A. Loppert          Officer (Principal Accounting
-------------------------------   Officer)                            December 7, 1999
       (David A. Loppert)

                                 Director                             December _, 1999
-------------------------------
      (Angela M. Sullivan)

      /S/ Daniel E. Penni        Director                             December 7, 1999
-------------------------------
       (Daniel E. Penni)

    /S/ Arthur F. Noterman       Director                             December 7, 1999
-------------------------------
      (Arthur F. Noterman)

   /S/ Constance K. Weaver)      Director                             December 7, 1999
-------------------------------
     (Constance K. Weaver)

  /S/ Richard S. Friedland       Director                             December 7, 1999
-------------------------------
    (Richard S. Friedland)

</TABLE>

                                      II-5
<PAGE>


                                  EXHIBIT INDEX



     Exhibit No.           Description

             4.1           Applied  Digital  Solutions, Inc. 1999 Flexible Stock
                           Plan.

             5.1           Opinion of Bryan Cave LLP relating to legality of the
                           Common Stock.

            23.1           Consent of PricewaterhouseCoopers LLP.

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

            23.3           Consent of Bryan Cave LLP (included in Exhibit 5.1).

            24.1           Power of Attorney (included on signature page).


                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 RE: 1999 FLEXIBLE STOCK PLAN", "secsgml_size_bytes": 20152}]
{"company-data": {"conformed-name": "APPLIED DIGITAL SOLUTIONS INC", "cik": "0000924642", "assigned-sic": "3661", "irs-number": "431641533", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92327", "film-number": "99770631"}, "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 December 8, 1999

                                                   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
                        400 Royal Palm Way, Suite 410
                              Palm Beach, Florida 33480
                                 (561) 366-4800
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        Copies of all correspondence to:
                            Denis P. McCusker, Esq.
                                 Bryan Cave LLP
                            One Metropolitan Square
                         211 North Broadway, Suite 3600
                         St. Louis, Missouri 63102-2750
                                 (314) 259-2000
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)     Per Unit(2)        Offering Price(2)      Fee
=============================================================================================
  Common Stock, $.001   5,000,000 shares     $7.4563            $37,281,500         $9,842
  par value per share
=============================================================================================
(1)  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.

(2)  Pursuant to Rule 457(c) and Rule 457(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 December 3, 1999, as reported on the Nasdaq National Market.
================================================================================
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS
Item 1.  Plan Information.

         Information  required  by Part I of  Form  S-8 to be  contained  in the
Section  10(a)  prospectus  is  omitted  from  this  registration  statement  in
accordance  with  Rule  428  under  the  Securities  Act  of  1933,  as  amended
("Securities Act"), and the Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Information  required  by Part I of  Form  S-8 to be  contained  in the
Section  10(a)  prospectus  is  omitted  from  this  registration  statement  in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  heretofore  filed  by the  Registrant  with  the
Securities and Exchange  Commission  pursuant to the Securities  Exchange Act of
1934, as amended ("Exchange Act") are incorporated herein by reference:

               (1) the  Registrant's  Annual  Report on Form 10-K for the fiscal
          year ended December 31, 1998 (filed on March 31, 1999);

               (2)  the  Registrant's  Quarterly  Report  on Form  10-Q  for the
          quarter ended March 31, 1999 (filed on May 17, 1999);

               (3)  the  Registrant's  Quarterly  Report  on Form  10-Q  for the
          quarter ended June 30, 1999 (filed on August 16, 1999);

               (4)  the  Registrant's  Quarterly  Report  on Form  10-Q  for the
          quarter ended September 30, 1999 (filed on November 15, 1999);

               (5) the  Registrant's  Current Report on Form 8-K/A dated June 8,
          1998 (filed on March 11, 1999);

               (6) the  Registrant's  Current  Report on Form 8-K and Form 8-K/A
          dated  May 25,  1999  (filed  on June 2,  1999 and  October  5,  1999,
          respectively);

               (7) the  Registrant's  Current  Report on Form 8-K and Form 8-K/A
          dated  June 4,  1999  (filed on June 11,  1999 and  August  12,  1999,
          respectively);

               (8) the  Registrant's  Current Report on Form 8-K dated September
          14, 1999 (filed on September 14, 1999); and

                                      II-1
(9) the Registrant's  Registration Statement on Form 8-A filed on
          May 5, 1995,  registering  its common stock under Section 12(g) of the
          Exchange  Act,  including  any  amendments  or  reports  filed for the
          purpose of updating such description.

All  documents  filed  by  the  Registrant  with  the  Securities  and  Exchange
Commission  pursuant to Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act
subsequent to the date hereof and prior to the termination of the offering shall
hereby 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. Any statement
contained  herein,  in an amendment  hereto,  or in a document  incorporated  or
deemed to be incorporated  herein by reference shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement   contained  herein  or  in  any  other  subsequently  filed  document
incorporated or deemed to be incorporated  herein by reference,  which statement
is also incorporated herein by reference, modifies or supersedes such statement.
Any such 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.

     The  Registrant's  common  stock  is  registered  under  Section  12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

     None.

Item 6. Indemnification of Directors and Officers.

     Sections 351.355(1) and (2) of The General and Business  Corporation Law of
the State of Missouri  provide that a  corporation  may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action,  suit or proceeding by reason of the fact that he is or was
a director,  officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses,  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he  reasonably  believed  to be in or not
opposed  to the best  interests  of the  corporation  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was  unlawful,  except that, in the case of an action or suit by or in the right
of the  corporation,  the  corporation  may not indemnify  such persons  against
judgments and fines and no person shall be indemnified as to any claim, issue or
matter as to which  such  person  shall  have  been  adjudged  to be liable  for
negligence  or  misconduct in the  performance  of his duty to the  corporation,
unless  and only to the  extent  that the court in which the  action or suit was
brought  determines upon  application  that such person is fairly and reasonably
entitled to indemnity for proper expenses.  Section 351.355(3) provides that, to
the extent that a director,  officer,  employee or agent of the  corporation has
been  successful  in the defense of any such action,  suit or  proceeding or any
claim,  issue or  matter  therein,  he shall be  indemnified  against  expenses,
including  attorneys' fees,  actually and reasonably incurred in connection with
such action, suit or proceeding.  Section 351.355(7) provides that a corporation
may  provide  additional  indemnification  to  any  person  indemnifiable  under
subsection (1) or (2), provided such additional indemnification is authorized by
the  corporation's  articles of  incorporation  or an amendment  thereto or by a
shareholder-approved  bylaw or  agreement,  and provided  further that no person
shall thereby be indemnified  against conduct which was finally adjudged to have
been knowingly fraudulent, deliberately dishonest or willful misconduct or which
involved an accounting  for profits  pursuant to Section 16(b) of the Securities
Exchange Act of 1934.

                                      II-2
The bylaws of the Registrant  provide that the Registrant  shall indemnify,
to the full extent permitted under Missouri law, any director, officer, employee
or agent of the  Registrant who has served as a director,  officer,  employee or
agent of the  Registrant  or,  at the  Registrant's  request,  has  served  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
Registrant pursuant to such provisions, the Registrant has been informed that in
the opinion of the Securities and Exchange  Commission such  indemnification  is
against public policy as expressed in such Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits.

         Exhibit No.       Description

             4.1           Applied  Digital  Solutions, Inc. 1999 Flexible Stock
                           Plan.

             5.1           Opinion of Bryan Cave LLP relating to legality of the
                           Common Stock.

            23.1           Consent of PricewaterhouseCoopers LLP.

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

            23.3           Consent of Bryan Cave LLP (included in Exhibit 5.1).

            24.1           Power of Attorney (included on signature page).

Item 9.  Undertakings.

     (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;

               (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;

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
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                                      II-3
(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.

     (b) 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  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 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
Securities  Act of 1933 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.

                                      II-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 the City of Palm Beach, State of Florida, on December 7, 1999.

                                         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,
or to sign any  registration  statement  which registers  additional  securities
under the Applied Digital  Solutions,  Inc. 1999 Flexible Stock Plan pursuant to
Instruction  E to Form S-8, 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)                  December 7, 1999
     (Richard J. Sullivan)

    /S/ Garrett A. Sullivan      President and Director (Principal
-------------------------------   Operating Officer)                  December 7, 1999
     (Garrett A. Sullivan)

                                 Vice President, Chief Financial
    /S/ David A. Loppert          Officer (Principal Accounting
-------------------------------   Officer)                            December 7, 1999
       (David A. Loppert)

                                 Director                             December _, 1999
-------------------------------
      (Angela M. Sullivan)

      /S/ Daniel E. Penni        Director                             December 7, 1999
-------------------------------
       (Daniel E. Penni)

    /S/ Arthur F. Noterman       Director                             December 7, 1999
-------------------------------
      (Arthur F. Noterman)

   /S/ Constance K. Weaver)      Director                             December 7, 1999
-------------------------------
     (Constance K. Weaver)

  /S/ Richard S. Friedland       Director                             December 7, 1999
-------------------------------
    (Richard S. Friedland)
II-5
EXHIBIT INDEX

     Exhibit No.           Description

             4.1           Applied  Digital  Solutions, Inc. 1999 Flexible Stock
                           Plan.

             5.1           Opinion of Bryan Cave LLP relating to legality of the
                           Common Stock.

            23.1           Consent of PricewaterhouseCoopers LLP.

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

            23.3           Consent of Bryan Cave LLP (included in Exhibit 5.1).

            24.1           Power of Attorney (included on signature page).

                                      II-6