As Filed with the Securities and Exchange Commission on December 20, 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 Employees Stock Purchase 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)(2)     Per Unit(3)      Offering Price(3)      Fee
=============================================================================================
  Common Stock, $.001   1,500,000 shares       $7.7907            $11,686,050      $3,085
  par value per share
=============================================================================================
<FN>

(1)  This registration statement registers an additional 1,500,000 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  1,500,000 shares of common stock on October 4, 1999
     Registration No.  333-88421,  pursuant to Applied Digital  Solutions,  Inc.
     1999  Employees  Stock  Purchase  Plan,  and  therefore,  we  will  have an
     aggregate of 3,000,000  shares  registered  pursuant to the Applied Digital
     Solutions,  Inc. 1999 Employees Stock Purchase 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  Employees  Stock
     Purchase 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 December 16, 1999, 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 October 4, 1999,  Registration No.
333-88421, is incorporated by reference into this Registration Statement.



Item 8.  Exhibits.

Exhibit No.  Description

    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.

   23.2      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 December 17,
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 Employees  Stock Purchase 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 17, 1999
     (Richard J. Sullivan)

   /S/ Garrett A. Sullivan       President and Director (Principal
-------------------------------   Operating Officer)                  December 17, 1999
     (Garrett A. Sullivan)

                                 Vice President, Chief Financial
     /S/ David A. Loppert         Officer (Principal Accounting
-------------------------------   Officer)                            December 17, 1999
       (David A. Loppert)

     /S/ Angela M. Sullivan      Director                             December 17, 1999
-------------------------------
      (Angela M. Sullivan)

     /S/ Daniel E. Penni         Director                             December 17, 1999
-------------------------------
       (Daniel E. Penni)

     /S/ Arthur F. Noterman      Director                             December 17, 1999
-------------------------------
      (Arthur F. Noterman)

     /S/ Constance K. Weaver     Director                             December 17, 1999
-------------------------------
     (Constance K. Weaver)

    /S/ Richard S. Friedland     Director                             December 17, 1999
-------------------------------
    (Richard S. Friedland)


</TABLE>
                                       3
<PAGE>

                                 EXHIBIT INDEX


Exhibit No.  Description

    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.

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

   24.1      Power of Attorney (included on signature page).






                                       4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 RE: 1999 EMPLOYEES STOCK PURCHASE PLAN", "secsgml_size_bytes": 9498}]
{"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": "333-93117", "film-number": "99777664"}, "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 20, 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 Employees Stock Purchase 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)(2)     Per Unit(3)      Offering Price(3)      Fee
=============================================================================================
  Common Stock, $.001   1,500,000 shares       $7.7907            $11,686,050      $3,085
  par value per share
=============================================================================================
(1)  This registration statement registers an additional 1,500,000 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  1,500,000 shares of common stock on October 4, 1999
     Registration No.  333-88421,  pursuant to Applied Digital  Solutions,  Inc.
     1999  Employees  Stock  Purchase  Plan,  and  therefore,  we  will  have an
     aggregate of 3,000,000  shares  registered  pursuant to the Applied Digital
     Solutions,  Inc. 1999 Employees Stock Purchase 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  Employees  Stock
     Purchase 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 December 16, 1999, 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 October 4, 1999,  Registration No.
333-88421, is incorporated by reference into this Registration Statement.

Item 8.  Exhibits.

Exhibit No.  Description

    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.

   23.2      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 December 17,
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 Employees  Stock Purchase 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 17, 1999
     (Richard J. Sullivan)

   /S/ Garrett A. Sullivan       President and Director (Principal
-------------------------------   Operating Officer)                  December 17, 1999
     (Garrett A. Sullivan)

                                 Vice President, Chief Financial
     /S/ David A. Loppert         Officer (Principal Accounting
-------------------------------   Officer)                            December 17, 1999
       (David A. Loppert)

     /S/ Angela M. Sullivan      Director                             December 17, 1999
-------------------------------
      (Angela M. Sullivan)

     /S/ Daniel E. Penni         Director                             December 17, 1999
-------------------------------
       (Daniel E. Penni)

     /S/ Arthur F. Noterman      Director                             December 17, 1999
-------------------------------
      (Arthur F. Noterman)

     /S/ Constance K. Weaver     Director                             December 17, 1999
-------------------------------
     (Constance K. Weaver)

    /S/ Richard S. Friedland     Director                             December 17, 1999
-------------------------------
    (Richard S. Friedland)
3
EXHIBIT INDEX

Exhibit No.  Description

    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.

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

   24.1      Power of Attorney (included on signature page).

                                       4