As Filed with the Securities and Exchange Commission on March 3, 2000
                                                 Registration No. 333-__________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                         APPLIED DIGITAL SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)
                                    MISSOURI
                         (State or other jurisdiction of
                         incorporation or organization)

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

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

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

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

                        Copies of all correspondence to:

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

 <TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=============================================================================================
<S>                     <C>               <C>                 <C>                <C>
Title of Each Class         Amount        Proposed Maximum    Proposed Maximum    Amount of
of Securities to be         to be         Offering Price         Aggregate       Registration
     Registered         Registered(1)(2)    Per Unit(3)        Offering Price(3)      Fee
=============================================================================================
  Common Stock, $.001   2,412,981 shares     $10.7471           $25,932,548         $6,846
  par value per share
=============================================================================================
<FN>
(1)  This registration statement registers an additional 2,412,981 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 5,000,000 shares of common stock on December 8, 1999,
     Registration No. 333-92327 pursuant to the Applied Digital Solutions,  Inc.
     1999  Flexible  Stock Plan,  and  therefore,  we will have an  aggregate of
     7,412,981 shares registered pursuant to the Applied Digital Solutions, Inc.
     1999  Flexible  Stock  Plan  upon the  effectiveness  of this  registration
     statement.

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

(3)  Pursuant  to  Rule  457(c)  and  (h),  the  proposed   offering  price  and
     registration  fee have been  calculated  on the basis of the average of the
     high and low  trading  prices for the Common  Stock for the five day period
     ended March 1, 2000 as reported on the Nasdaq National Market.
</FN>
</TABLE>
================================================================================
<PAGE>
     This Registration  Statement  registers  additional  securities of the same
class as other securities for which a registration  statement filed on this form
relating to the same employee benefit plan is effective. Consequently,  pursuant
to General Instruction E to Form S-8, the contents of the Registration Statement
filed by Applied Digital Solutions,  Inc. on December 8, 1999,  Registration No.
333-92327, 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.

            23.3           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 March 3, 2000.


                                         APPLIED DIGITAL SOLUTIONS, INC.


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

                                POWER OF ATTORNEY

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

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

                                 Chairman of the Board of
                                  Directors, Chief Executive
    /S/ Richard J. Sullivan       Officer and Secretary (Principal
-------------------------------   Executive Officer)                  March 3, 2000
     (Richard J. Sullivan)

    /S/ Garrett A. Sullivan      President and Director (Principal
-------------------------------   Operating Officer)                  March 3, 2000
     (Garrett A. Sullivan)

                                 Vice President, Chief Financial
      /S/ David A. Loppert        Officer (Principal Accounting
-------------------------------   Officer)                            March 3, 2000
       (David A. Loppert)

    /S/ Richard S. Friedland
-------------------------------  Director                             March 3, 2000
    (Richard S. Friedland)

                                 Director                             March _, 2000
-------------------------------
      (Arthur F. Noterman)

     /S/ Daniel E. Penni         Director                             March 3, 2000
-------------------------------
      (Daniel E. Penni)

    /S/ Angela M. Sullivan       Director                             March 3, 2000
-------------------------------
     (Angela M. Sullivan)

   /S/ Constance K. Weaver       Director                             March 3, 2000
-------------------------------
    (Constance K. Weaver)

</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.

            23.3           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 FLEXIBLE STOCK PLAN", "secsgml_size_bytes": 9698}]
{"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": "333-31696", "film-number": "561049"}, "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 March 3, 2000
                                                 Registration No. 333-__________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                         APPLIED DIGITAL SOLUTIONS, INC.
             (Exact name of registrant as specified in its charter)
                                    MISSOURI
                         (State or other jurisdiction of
                         incorporation or organization)

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

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

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

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

                        Copies of all correspondence to:

        David I. Beckett, Esq.                Denis P. McCusker, Esq.
            General Counsel                        Bryan Cave LLP
    Applied Digital Solutions, Inc.           One Metropolitan Square
     400 Royal Palm Way, Suite 410         211 North Broadway, Suite 3600
       Palm Beach, Florida 33480           St. Louis, Missouri 63102-2750
            (561) 366-4800                         (314) 259-2000
          Fax: (561) 366-0002                   Fax: (314) 259-2020
CALCULATION OF REGISTRATION FEE
=============================================================================================
Title of Each Class         Amount        Proposed Maximum    Proposed Maximum    Amount of
of Securities to be         to be         Offering Price         Aggregate       Registration
     Registered         Registered(1)(2)    Per Unit(3)        Offering Price(3)      Fee
=============================================================================================
  Common Stock, $.001   2,412,981 shares     $10.7471           $25,932,548         $6,846
  par value per share
=============================================================================================
(1)  This registration statement registers an additional 2,412,981 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 5,000,000 shares of common stock on December 8, 1999,
     Registration No. 333-92327 pursuant to the Applied Digital Solutions,  Inc.
     1999  Flexible  Stock Plan,  and  therefore,  we will have an  aggregate of
     7,412,981 shares registered pursuant to the Applied Digital Solutions, Inc.
     1999  Flexible  Stock  Plan  upon the  effectiveness  of this  registration
     statement.

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

(3)  Pursuant  to  Rule  457(c)  and  (h),  the  proposed   offering  price  and
     registration  fee have been  calculated  on the basis of the average of the
     high and low  trading  prices for the Common  Stock for the five day period
     ended March 1, 2000 as reported on the Nasdaq National Market.
================================================================================
This Registration  Statement  registers  additional  securities of the same
class as other securities for which a registration  statement filed on this form
relating to the same employee benefit plan is effective. Consequently,  pursuant
to General Instruction E to Form S-8, the contents of the Registration Statement
filed by Applied Digital Solutions,  Inc. on December 8, 1999,  Registration No.
333-92327, 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.

            23.3           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 March 3, 2000.

                                         APPLIED DIGITAL SOLUTIONS, INC.

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

                                POWER OF ATTORNEY

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                          Title                          Date
Chairman of the Board of
                                  Directors, Chief Executive
    /S/ Richard J. Sullivan       Officer and Secretary (Principal
-------------------------------   Executive Officer)                  March 3, 2000
     (Richard J. Sullivan)

    /S/ Garrett A. Sullivan      President and Director (Principal
-------------------------------   Operating Officer)                  March 3, 2000
     (Garrett A. Sullivan)

                                 Vice President, Chief Financial
      /S/ David A. Loppert        Officer (Principal Accounting
-------------------------------   Officer)                            March 3, 2000
       (David A. Loppert)

    /S/ Richard S. Friedland
-------------------------------  Director                             March 3, 2000
    (Richard S. Friedland)

                                 Director                             March _, 2000
-------------------------------
      (Arthur F. Noterman)

     /S/ Daniel E. Penni         Director                             March 3, 2000
-------------------------------
      (Daniel E. Penni)

    /S/ Angela M. Sullivan       Director                             March 3, 2000
-------------------------------
     (Angela M. Sullivan)

   /S/ Constance K. Weaver       Director                             March 3, 2000
-------------------------------
    (Constance K. Weaver)
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.

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

            24.1           Power of Attorney (included on signature page).

                                       4