As Filed with the Securities and Exchange Commission on November 5, 1997

                                                    Registration No. 333-
                                                                         -------
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                        APPLIED CELLULAR TECHNOLOGY, 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.)

                         James River Professional Center
                    Highway 160 & CC, Suite 5, P.O. Box 2067
                              Nixa, Missouri 65714
                                 (417) 725-9888
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


    1996 Non-Qualified Stock Option Plan of Applied Cellular Technology, Inc.
--------------------------------------------------------------------------------
                            (Full title of the Plan)

                               Richard J. Sullivan
                         James River Professional Center
                    Highway 160 & CC, Suite 5, P.O. Box 2067
                              Nixa, Missouri 65714
                                 (417) 725-9888
--------------------------------------------------------------------------------
                     (Name and address 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>

                                        CALCULATION OF REGISTRATION FEE
==================================================================================================================
<CAPTION>

   Title of each class of        Amount to be        Proposed maximum      Proposed maximum         Amount of
securities to be registered       registered        offering price per    aggregate offering    registration fee
                                                         unit(1)               price(1)
----------------------------- -------------------- --------------------- ---------------------- ------------------
<S>                           <C>                  <C>                   <C>                    <C>

  Common Stock, $.001 par
      value per share          5,000,000 shares         $7.3125             $36,562,500           $11,080
----------------------------- -------------------- --------------------- ---------------------- ------------------

(1)  Pursuant to Rule 457(b),  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 on November 4, 1997 as reported on the
     Nasdaq Small-Cap Market.

==================================================================================================================

</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
Commission pursuant to the Exchange Act are incorporated herein by reference:

               (1) the Registrant's  Annual Report on Form 10-KSB for the fiscal
         year ended December 31, 1996 (filed on March 31, 1997);

               (2)  the  Registrant's  Quarterly  Report  on Form  10-Q  for the
         quarter ended March 31, 1997 (filed on May 13, 1997);

               (3)  the  Registrant's  Quarterly  Report  on Form  10-Q  for the
         quarter ended June 30, 1997 (filed on August 13, 1997);

               (4) The Registrant's  Current Report on Form 8-K/A filed with the
Commission on January 15, 1997;

               (5) The  Registrant's  Current  Report on Form 8-K filed with the
Commission on February 3, 1997;

               (6) The  Registrant's  Current  Report on Form 8-K filed with the
Commission on April 15, 1997;

               (7) The  Registrant's  Current  Report on Form 8-K and Form 8-K/A
         filed with the  Commission  on February  19,  1997 and April 15,  1997,
         respectively;

               (8) The  Registrant's  Current  Report on Form 8-K and Form 8-K/A
         filed  with the  Commission  on  April 2,  1997  and  April  21,  1997,
         respectively; and

               (9) The  Registrant's  Current  Report on Form 8-K and Form 8-K/A
         filed  with  the  Commission  on  April  11,  1997  and  June 2,  1997,
         respectively.

All  documents  filed by the Company  with the  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  Prospectus  and to be a part hereof from the
date of  filing  of such  documents.  Any  statement  contained  herein  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

                                      II-1

<PAGE>

Prospectus  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 Prospectus.

Item 4.  Description of Securities.

     The  Registrant's  common  stock  is  registered  under  Section  12 of the
Securities Exchange Act of 1934, as amended.

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.

     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.

                                      II-2

<PAGE>

Item 8.  Exhibits.

Exhibit No.      Description

   4.1           1996 Non-Qualified  Stock Option Plan of Applied Cellular
                 Technology,  Inc., as amended as of August 20, 1997.

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

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

  23.2           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.

         (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


                                      II-3

<PAGE>

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 County of St. Louis, State of Missouri, on November 3, 1997.


                                   APPLIED CELLULAR TECHNOLOGY, INC.

                                   By: /s/ David A. Loppert
                                       -----------------------------------------
                                       David A. Loppert
                                       Vice President, Treasurer and 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 Officer and
                           Secretary(Principal Executive
/s/Richard J. Sullivan    Officer)                              November 3, 1997
-----------------------
(Richard J. Sullivan)


/s/Garrett A. Sullivan     President and Director (Principal
------------------------   Operating Officer)                   November 3, 1997
(Garrett A. Sullivan)

                           Vice President, Treasurer and Chief
/s/David A. Loppert        Financial Officer (Principal
------------------------   Accounting Officer)                  November 3, 1997
(David A. Loppert)

/s/Angela M. Sullivan      Director                             November 3, 1997
------------------------
(Angela M. Sullivan)

/s/Daniel E. Penni         Director                             November 3, 1997
------------------------
(Daniel E. Penni)

/s/Arthur F. Noterman      Director                             November 3, 1997
------------------------
(Arthur F. Noterman)

                                      II-5

<PAGE>
                                  EXHIBIT INDEX

Exhibit No.     Description
-----------     -----------

    4.1         1996 Non-Qualified  Stock Option Plan of Applied Cellular
                Technology,  Inc., as amended as of August 20, 1997.

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

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

   23.2         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", "secsgml_size_bytes": 19369}]
{"company-data": {"conformed-name": "APPLIED CELLULAR TECHNOLOGY 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": "333-39553", "film-number": "97708289"}, "business-address": {"street1": "P O BOX 2067", "city": "NIXA", "state": "MO", "zip": "65714", "phone": "4177259888"}, "mail-address": {"street1": "P O BOX 2067", "city": "NIXA", "state": "MO", "zip": "65714"}}
As Filed with the Securities and Exchange Commission on November 5, 1997

                                                    Registration No. 333-
                                                                         -------
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                        APPLIED CELLULAR TECHNOLOGY, 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.)

                         James River Professional Center
                    Highway 160 & CC, Suite 5, P.O. Box 2067
                              Nixa, Missouri 65714
                                 (417) 725-9888
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

    1996 Non-Qualified Stock Option Plan of Applied Cellular Technology, Inc.
--------------------------------------------------------------------------------
                            (Full title of the Plan)

                               Richard J. Sullivan
                         James River Professional Center
                    Highway 160 & CC, Suite 5, P.O. Box 2067
                              Nixa, Missouri 65714
                                 (417) 725-9888
--------------------------------------------------------------------------------
                     (Name and address 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 of        Amount to be        Proposed maximum      Proposed maximum         Amount of
securities to be registered       registered        offering price per    aggregate offering    registration fee
                                                         unit(1)               price(1)
----------------------------- -------------------- --------------------- ---------------------- ------------------
Common Stock, $.001 par
      value per share          5,000,000 shares         $7.3125             $36,562,500           $11,080
----------------------------- -------------------- --------------------- ---------------------- ------------------

(1)  Pursuant to Rule 457(b),  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 on November 4, 1997 as reported on the
     Nasdaq Small-Cap 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
Commission pursuant to the Exchange Act are incorporated herein by reference:

               (1) the Registrant's  Annual Report on Form 10-KSB for the fiscal
         year ended December 31, 1996 (filed on March 31, 1997);

               (2)  the  Registrant's  Quarterly  Report  on Form  10-Q  for the
         quarter ended March 31, 1997 (filed on May 13, 1997);

               (3)  the  Registrant's  Quarterly  Report  on Form  10-Q  for the
         quarter ended June 30, 1997 (filed on August 13, 1997);

               (4) The Registrant's  Current Report on Form 8-K/A filed with the
Commission on January 15, 1997;

               (5) The  Registrant's  Current  Report on Form 8-K filed with the
Commission on February 3, 1997;

               (6) The  Registrant's  Current  Report on Form 8-K filed with the
Commission on April 15, 1997;

               (7) The  Registrant's  Current  Report on Form 8-K and Form 8-K/A
         filed with the  Commission  on February  19,  1997 and April 15,  1997,
         respectively;

               (8) The  Registrant's  Current  Report on Form 8-K and Form 8-K/A
         filed  with the  Commission  on  April 2,  1997  and  April  21,  1997,
         respectively; and

               (9) The  Registrant's  Current  Report on Form 8-K and Form 8-K/A
         filed  with  the  Commission  on  April  11,  1997  and  June 2,  1997,
         respectively.

All  documents  filed by the Company  with the  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  Prospectus  and to be a part hereof from the
date of  filing  of such  documents.  Any  statement  contained  herein  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

                                      II-1
Prospectus  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 Prospectus.

Item 4.  Description of Securities.

     The  Registrant's  common  stock  is  registered  under  Section  12 of the
Securities Exchange Act of 1934, as amended.

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.

     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.

                                      II-2
Item 8.  Exhibits.

Exhibit No.      Description

   4.1           1996 Non-Qualified  Stock Option Plan of Applied Cellular
                 Technology,  Inc., as amended as of August 20, 1997.

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

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

  23.2           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.

         (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

                                      II-3
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 County of St. Louis, State of Missouri, on November 3, 1997.

                                   APPLIED CELLULAR TECHNOLOGY, INC.

                                   By: /s/ David A. Loppert
                                       -----------------------------------------
                                       David A. Loppert
                                       Vice President, Treasurer and 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 Officer and
                           Secretary(Principal Executive
/s/Richard J. Sullivan    Officer)                              November 3, 1997
-----------------------
(Richard J. Sullivan)

/s/Garrett A. Sullivan     President and Director (Principal
------------------------   Operating Officer)                   November 3, 1997
(Garrett A. Sullivan)

                           Vice President, Treasurer and Chief
/s/David A. Loppert        Financial Officer (Principal
------------------------   Accounting Officer)                  November 3, 1997
(David A. Loppert)

/s/Angela M. Sullivan      Director                             November 3, 1997
------------------------
(Angela M. Sullivan)

/s/Daniel E. Penni         Director                             November 3, 1997
------------------------
(Daniel E. Penni)

/s/Arthur F. Noterman      Director                             November 3, 1997
------------------------
(Arthur F. Noterman)

                                      II-5
EXHIBIT INDEX

Exhibit No.     Description
-----------     -----------

    4.1         1996 Non-Qualified  Stock Option Plan of Applied Cellular
                Technology,  Inc., as amended as of August 20, 1997.

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

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

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

   24.1         Power of Attorney (included on signature page).

                                      II-6