As filed with the Securities and Exchange Commission on January 21, 2000
                          Registration No.: -_________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   -----------

             WORLDWATER CORP. (formerly known as, WORLDWATER, INC.)
             (Exact name of registrant as specified in its charter)

                 Nevada                                 33 - 0123045
        (State of Incorporation               (IRS Employer Identification No.)
            or Organization)

                            Pennington Business Park
                                55 Route 31 South
                          Pennington, New Jersey 08534

                 (Address of Principal Executive Offices)    (Zip Code)

                WORLDWATER, INC. 1996 INCENTIVE STOCK OPTION PLAN
                             (Full name of the Plan)

                                   -----------

                                    Copy to:

Quentin T. Kelly                                Stephen A. Salvo
Chairman and Chief Executive Officer            Salvo, Russell and Fichter
WorldWater Corp.                                1767 Sentry Parkway West
Pennington Business Park                        Suite 210
55 Route 31 South                               Blue Bell, Pennsylvania   19422
Pennington, New Jersey 08534                    Telephone: (215) 653-0110
Telephone: (609) 818-0700
------------------------------------            -------------------------------

                        Corporate Advisory Service, Inc.
                           251 Jeanell Drive, Suite 3
                            Carson City, Nevada 89703

                 (Name and Address of Agent for Service Process)


<PAGE>

Approximate date of proposed  commencement of sales pursuant to the Plans:
Upon effectiveness of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                      Proposed        Proposed
                                      Maximum         Maximum
Title of Securities   Amount to be    Offering Price  Aggregate             Amount of
to be Registered      Registered      Per Share(1)    Offering Price(1)  Registration Fee
-----------------------------------------------------------------------------------------
<S>                     <C>              <C>           <C>                   <C>
Common Stock
$.001 par value         780,000          $.48          $374,400.00           $104.08
</TABLE>

      (1) Estimated  solely for the purpose of calculating the  registration fee
pursuant to Rule  457(c) and (h) under the  Securities  Act of 1933,  as amended
(the  "Securities  Act"), on the basis of $.48 per share.  The proposed  maximum
offering price per share of $.48 was calculated  based on the average of the bid
and  asked  prices  of  the  shares  of  the   Registrant  as  reported  on  the
over-the-counter market on January 13, 2000.


                                     - 2 -
<PAGE>

                                   PROSPECTUS

          WORLDWATER CORPORATION (formerly known as, WORLDWATER, INC.)
                                 (the "Company")


                780,000 Shares of Common Stock, $.001 par value,
                        offered pursuant to the Company's
                  1996 Incentive Stock Option Plan (the "Plan")

The  Company is offering  or may offer a maximum of 780,000  shares  (subject to
adjustment in certain  circumstances) of its Common Stock,  $.001 par value (the
"Common   Stock"),   to  officers,   employees,   directors,   consultants   and
representatives (collectively,  "Employees") of the Company who have been or may
be in the future granted  options to purchase such shares  pursuant to the Plan.
Such  offers are or will be made at the  prices and on the terms and  conditions
contained  in the  respective  stock  option  agreements  entered  into or to be
entered into with each optionee (the "Agreements").


THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this Prospectus is January 14, 2000

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representations not contained in this Prospectus in connection with the offering
made by this Prospectus;  and any information or  representations  not contained
herein must not be relied upon as having been  authorized  by the Company.  This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy the securities to which this Prospectus relates in any jurisdiction in which
it is unlawful to make such an offer or  solicitation.  Neither the  delivery of
this Prospectus nor any sale made hereunder shall under any circumstances create
any  implication  that there has been no change in the  affairs  of the  Company
since the date hereof.


                                     - 3 -
<PAGE>

TABLE OF CONTENTS

                                                                            Page
         Additional Information                                               4
         Incorporation by Reference                                           4
         The Company                                                          5
         The Plan                                                             5
         Description of the Company's Common Stock                            8
         Experts                                                              9
         Legal Opinion                                                        9

                             ADDITIONAL INFORMATION

The Company has filed with the  Commission,  Washington,  D.C.,  a  Registration
Statement  on Form S-8 under the 1933 Act relating to the shares of Common Stock
offered hereby. For further  information,  reference is made to the Registration
Statement, including the Exhibits filed as part thereof. Statements contained in
this  Prospectus  as to the  provisions of the Plan and the  Agreements  are not
complete and in each instance reference is made to the Plan and the Agreements.

The Company is subject to  informational  requirements  under  Section 13 of the
Securities  Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports and other  information with the Commission.  Reports and
other  information  concerning  the Company can be inspected  without charge and
copied  upon  payment of  prescribed  rates at the public  reference  facilities
maintained  by  the  Commission  at  its  offices  at 450  Fifth  Street,  N.W.,
Washington,  D.C.  20549;  as well as at the regional  offices of the Commission
located at Citicorp  Center,  500 West  Madison  Street,  Suite  1400,  Chicago,
Illinois  60661 and Seven World Trade  Center,  13th Floor,  New York, NY 10048.
Additional  updating  information  with  respect  to  the  securities  and  Plan
described herein may be provided in the future to Plan  participants by means of
appendices to the Prospectus.

                           INCORPORATION BY REFERENCE

The  following   documents   filed  by  the  Company  with  the  Commission  are
incorporated  by reference in this  Prospectus  and shall be deemed to be a part
hereof:

      1. The  Company's  Quarterly  Report or Form 10-QSB for the quarter  ended
September 30, 1999.

      2. The Company's  Annual Report on Form 10-KSB for the year ended December
31, 1998.

      3. The Company's Proxy Statement dated May 13, 1999 for the Annual Meeting
of Shareholders held on June 16, 1999.


                                     - 4 -
<PAGE>

Documents  filed by the Company with the  Commission  pursuant to Section 13(a),
13(c),  14, and 15(d) of the 1934 Act subsequent to the date of this  Prospectus
and prior to the filing of a  post-effective  amendment which indicates that all
the securities  offered by this Prospectus  have been sold or which  deregisters
all of the securities  remaining  unsold shall be deemed to be  incorporated  by
reference into this  Prospectus and to be part hereof from the date of filing of
such documents.  Any statement contained in a document incorporated by reference
herein  shall be deemed to be modified  or  superseded  for all  purposes to the
extent that a statement  contained in this  Prospectus or in any other  document
which  also is  incorporated  herein by  reference  modifies  or  replaces  such
statement.  Any such  statement as modified or  superseded  shall not be deemed,
except as modified or superseded, to constitute a part of this Prospectus.

The Company has delivered or caused to be delivered with this Prospectus to each
employee to whom this Prospectus is sent or given a copy of the Company's annual
report to shareholders for its last fiscal year, unless such employee  otherwise
has  received a copy of such  report,  in which case the Company  will  promptly
furnish  without  charge a copy of such report  upon the written  request of the
employee.

THE  COMPANY  UNDERTAKES  TO  PROVIDE  WITHOUT  CHARGE TO EACH  PERSON TO WHOM A
PROSPECTUS IS DELIVERED,  UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF
ANY  AND ALL  INFORMATION  THAT  HAS  BEEN  INCORPORATED  BY  REFERENCE  IN THIS
PROSPECTUS (NOT INCLUDING  EXHIBITS TO THE  INFORMATION  THAT IS INCORPORATED BY
REFERENCE  UNLESS SUCH  EXHIBITS  ARE  SPECIFICALLY  INCORPORATED  BY  REFERENCE
HEREIN).  SUCH REQUESTS SHOULD BE DIRECTED TO JOHN PELL,  PRESIDENT,  WORLDWATER
CORPORATION, PENNINGTON BUSINESS PARK, 55 ROUTE 31 SOUTH, PENNINGTON, NEW JERSEY
08534.


                     INFORMATION REQUIRED IN THE PROSPECTUS

                                   THE COMPANY

The Company was  incorporated  in the state of Nevada on April 3, 1985 under the
name Golden Beverage Company.  In April 1997, the Company entered into a reverse
merger  transaction  with  WorldWater,  Inc., a Delaware  corporation  formed in
January  1984.  Since the merger  transaction,  the  Company,  under the name of
WorldWater  Corp.,  has  been  engaged  exclusively  in  the  solar/water  power
industry.  The  Company's  common  stock is publicly  traded on the OTC Bulletin
Board under the symbol WWAT. The Company's principal executive office is located
at Pennington  Business Park, 55 Route 31 South,  Pennington,  New Jersey 08534.
Its telephone number is (609) 818-0700.

                                    THE PLAN


                                     - 5 -
<PAGE>

Adoption and Adjustment; Termination

On December  31,  1996,  the Board of  Directors  of the Company  (the  "Board")
unanimously adopted the Plan, subject to the approval of the shareholders of the
Company.

The Board  created  the  following  two  categories  of  individuals  to receive
Incentive  Stock Options (the  "Options"):  (i) employees who have qualified for
common  stock  shares  as part of  their  current  or  future  compensation  and
employees  who have  outstanding  loans  to the  Company  or who  have  deferred
salaries due from the Company;  and (ii) Board members or  consultants  who have
outstanding  matured loans to the Company or deferred consulting income due from
the Company as of December  31,  1996.  Persons in groups (i) and (ii) above are
referred to collectively as "Employees".

As of the date of this Prospectus,  options to purchase 772,885 shares of Common
Stock are outstanding under the Plan.

Nature and Purpose of the Plan

Subject  to certain  limitations,  the Plan  authorizes  the grant of options to
purchase shares of Common Stock to Employees.

The purposes of the Plan are to provide  Employees of the Company with shares of
Common Stock as part of their  compensation and to compensate  certain employees
and consultants who have  outstanding  loans to the Company or who have deferred
salaries due from the Company.

Administration

The Plan is  administered  by the full Board  pursuant to individual  agreements
with each Employee (the "Agreement(s)").

Members of the Board are elected for a one (1) year term by the shareholders and
are  subject to removal in  accordance  with the  Articles of  Organization  and
By-Laws of the Company.


                                     - 6 -
<PAGE>

Eligibility and Extent of Participation

Options  granted under the Plan may be granted,  at the discretion of the Board,
to  officers,  employees,  directors,  consultants  and  representatives  of the
Company.

Shares Subject to the Plan

The Plan authorizes the grant of Options covering no more than 780,000 shares of
Common Stock (subject to further adjustment in certain circumstances).

Option Price

The purchase  price of the shares  subject to Options under the Plan shall be as
established  in each of the  Agreements,  as  amended by the Board on January 4,
1999.

Option Periods

Options  granted under the Plan may be exercised  during the period set forth in
the Agreements.

Sale of Shares

Generally,  members of the Board are considered  Affiliates of the Company, and,
as such, may not resell such shares under this Prospectus;  they may resell only
under  a  Prospectus  that  is part  of an  appropriate  effective  registration
statement  under the 1933 Act, or in  compliance  with Rule 144 of the Rules and
Regulations  of the  Commission  promulgated  under the 1933 Act,  or  otherwise
pursuant to an available exemption from registration.

General

The Plan is not subject to the  provisions  of the  Employee  Retirement  Income
Security Act of 1974, as amended and adjusted.

Taxation

The Plan is not qualified  under  Section 401 of the Internal  Revenue Code (the
"Code").  The following discussion of the federal income tax consequences of the
granting  and  exercise  of  Options is based on an  analysis  of the Code as in
effect on the date of this Prospectus and the rulings and regulations  published
thereunder before such date. The rules contained in the applicable provisions of
the Code and the regulations and rulings thereunder are quite technical,  so the
description of federal tax consequences set forth herein is necessarily  general
in nature and does not purport to be complete.  Optionees may also be subject to
state or local income tax  consequences in the  jurisdictions in which they work
or reside. Optionees should not rely upon


                                     - 7 -
<PAGE>

this discussion for advice regarding their individual situations and are advised
to seek professional individual counsel.

Optionees do not realize  income at the time of grant of an Option.  Recognition
of such income is postponed until the optionee  exercises the Option. The amount
of income  recognized  will  generally be equal to the  difference  between fair
market  value of the shares on the date of exercise and the fair market value of
the shares on the date of grant of the Option.

The Company is entitled to a deduction  for federal  income tax purposes only to
the extent that ordinary income is realized by the optionee upon exercise of the
Option.

DESCRIPTION OF THE COMPANY'S COMMON STOCK

The Company is  authorized  to issue up to  50,000,000  shares of Common  Stock,
$.001 par value. As of October 20, 1999, there were 26,535,582  shares of Common
Stock outstanding.

Dividend Rights

Holders of the  Common  Stock are  entitled  to receive  such  dividends  as are
declared by the Board out of funds legally available therefor.

Voting Rights

Holders of the  Common  Stock are  entitled  to one vote for each share of stock
held by them. The shares of Common Stock do not have  cumulative  voting rights.
This  means  that the  holders  of more than 50% of the  shares of Common  Stock
voting for the  election of  directors  can elect 100% of the class of directors
standing for election at any meeting if they choose to do so, and in such event,
the holders of the remaining  shares  voting for the election of directors  will
not be able to elect any  person or  persons  to the Board of  Directors  of the
Company at the meeting.

Pre-emptive Rights

The holders of the Common Stock have no pre-emptive rights.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of the affairs of the
Company,  after  payment to the  holders of any shares of  preferred  stock then
issued and outstanding of the amounts to which they are entitled, the holders of
Common  Stock will be entitled to receive pro rata any assets  distributable  to
shareholders with respect to shares held by them.


                                     - 8 -
<PAGE>

Election of Directors

Each  Director  serves for a one (1) year term ending on the date of each annual
meeting of stockholders  following the annual meeting at which such Director was
elected, or, if the Director was not elected at an annual meeting, until the end
of the one (1) year term to which he was elected,  and, in each case,  until his
successor  is duly  elected  and  qualified  or until his  earlier  resignation,
removal from office or death.

Other Matters

The Common Stock has no conversion  rights, and is not subject to any redemption
or sinking fund  provisions or any further calls or  assessments.  The shares of
Common  Stock  currently  outstanding  are, and the shares of Common Stock to be
issued pursuant to the Plan will be, fully paid and non-assessable.

The Company's Articles of Organization impose certain limitations on the ability
of the  Company  and its  shareholders  to  recover  monetary  damages  from the
Company's  Directors and Officers for breach of fiduciary duty by such Directors
or Officers in their capacity as Director or Officer.  Directors and Officers of
the Company  continue to have liability to the Company and its  shareholders for
monetary  damages  for any  breach  of  fiduciary  duty  involving  (i)  acts or
omissions which involve intentional misconduct, fraud, or a knowing violation of
the law or (ii) in the case of Directors,  the payment of dividends in violation
of Section 78.300 of the Nevada Revised Statutes.

                                     EXPERTS

The consolidated financial statements of the Company as of December 31, 1998 and
for each of the prior three year periods ending December 31 are  incorporated by
reference herein.

                                  LEGAL OPINION

Salvo, Russell and Fichter, counsel for the Company, will give its opinion as to
the  legality of the Common Stock being  offered  hereby,  indicating  that when
sold, the Common Stock will be legally issued, fully paid and nonassessable.

                                     - 9 -
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      Item 3. Incorporation of Documents by Reference.

      WorldWater Corp. (formerly known as, WorldWater, Inc.) (the "Company")
will furnish  shareholders  with annual  reports  containing  audited  financial
statements.  Quarterly reports  containing  unaudited  financial  statements are
available  upon written  request.  Copies of the annual  reports,  and any other
communications  sent  to the  Company's  shareholders  generally,  also  will be
furnished to all employees eligible to participate in the Plans.

      The  Company  hereby   incorporates  herein  by  reference  the  following
documents filed by the Company with the Commission:

      (a)   Annual  Report on Form 10-KSB for the year ended  December 31, 1998,
            filed pursuant to Section 13 of the 1934 Act; and

      (2)   All other reports  filed  pursuant to Section 13(a) or 15 (d) of the
            Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),
            since December 31, 1998.



<PAGE>

      All  documents  filed by the Company  after the date of this  Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior
to the  filing  of a  post-effective  amendment  which  indicates  that  all the
Company's  Common Stock offered hereby has been sold or which  deregisters  such
Company Common Stock then remaining  unsold,  shall be deemed to be incorporated
herein  by  reference  and to be a part  hereof  from  the date of  filing  such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein 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 which also is or is
deemed to be  incorporated  by  reference  herein  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.

      Not Applicable.

      Item 5. Interests of Named Experts and Counsel.

      Not applicable.

      Item 6. Indemnification of Directors and Officers.

      The Nevada Stock  Corporation Act (the "Nevada Act") permits a corporation
with  shareholder  approval to  indemnify  its officers  and  directors  against
liability incurred in all proceedings, including derivative proceedings, arising
out of their  service  to the  corporation  as long as they have not  engaged in
willful  misconduct or a knowing  violation of a criminal law. The  Registrant's
Articles of Incorporation require the Registrant to indemnify its directors, and
permit  it to  indemnify  officers,  in all such  proceedings  if they  have not
violated this standard of conduct.

      The Nevada Act places a limit on the liability of a director or officer in
derivative and  shareholder  proceedings  equal to the lesser of: (i) the amount
specified in the corporation's articles of incorporation or shareholder-approved
bylaw;  or (ii)  the  greater  of (a)  $100,000  or (b)  twelve  months  of cash
compensation  received by the officer or  director.  The limit does not apply in
the event the director or officer has engaged in willful misconduct or a knowing
violation of a criminal law or a federal or state  securities law. The effect of
the  Company's  Articles  of  Incorporation,  together  with the Nevada  Act, is
accordingly  to limit  liability of directors  and officers for money damages to
one dollar in shareholder  and derivative  proceedings,  as long as the required
standard of conduct is met.


                                      II-2
<PAGE>

      Item 7. Exemption from Registration Claimed.

      Not Applicable.

      Item 8. Exhibits.

      An index of Exhibits appears at page II-5 hereof.

      Item 9. Undertakings.

      (1) The undersigned hereby undertakes:

            1.    To  file,  during  any  period  in which  it  offers  or sells
                  securities,  a  post-effective  amendment to the  registration
                  statement:

                  (1)   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 which,
                        individually or together, represent a fundamental change
                        in the information in the registration statement; and

                  (iii) to include any additional or changed  information on the
                        plan of distribution.

            Provided, however, that paragraphs (a) (i) and (a) (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 by the  registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the registration statement;

                  2.    That, for the purpose of determining liability under the
                        Securities Act of 1933,  each  post-effective  amendment
                        shall  be  treated  as  a  new  registration   statement
                        relating to the securities offered,  and the offering of
                        the  securities  at that time  shall be deemed to be the
                        initial bona fide offering thereof; and

                  c.    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.


                                      II-3
<PAGE>

                                   SIGNATURES

      Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the
undersigned  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 Pennington Township, New Jersey, on January 19, 2000.


             WORLDWATER CORP. (formerly known as, WORLDWATER, INC.)
                             Pennington, New Jersey


By:

/s/ Quentin T. Kelly
--------------------
Quentin T. Kelly
Chairman and
Chief Executive Officer


      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>
                  NAME                  TITLE                                    DATE
                  ----                  -----                                    ----
<S>                             <C>                                          <C>
                                Chairman and Chief Executive Officer         January  19, 2000
                                (Principal Executive Officer), Treasurer
                                and Director
/s/ Quentin T. Kelly
----------------------------    Quentin T. Kelly


                                President and Chief Operating                January  19, 2000
                                Officer
/s/ John A. Pell
----------------------------    John A. Pell
</TABLE>


                                      II-4
<PAGE>

<TABLE>
<CAPTION>
<S>                             <C>                                          <C>
                                Secretary                                    January  19, 2000
/s/ Stephen A. Salvo
----------------------------    Stephen A. Salvo



                                Director                                     January  19, 2000
/s/ Joseph Cygler
----------------------------    Joseph Cygler



                                Director                                     January 19, 2000
/s/ Martin Beyer
----------------------------    Martin Beyer



                                Director                                     January 19, 2000
/s/ Russell Sturzebecker
----------------------------    Russell Sturzebecker



                                Director                                     January 19, 2000
/s/ Rolf Hafeli
----------------------------    Rolf Hafeli



                                Director                                     January 19, 2000
/s/ Davinder Sethi
----------------------------    Davinder Sethi
</TABLE>


                                      II-5
<PAGE>

                                  EXHIBIT INDEX

Exhibit Number          Exhibit Description
-------------           -------------------

    3.(i)               Articles of  Incorporation;  Incorporated  by  reference
                        from  the  Registration  Statement  on  Form  S-18,  No.
                        333-24693,  filed with the  Commission  by the Company's
                        predecessor on March 12, 1987

    3.(ii)              Amended and Restated By-laws

    5                   Opinion of Salvo,  Russell and Fichter,  with respect to
                        the validity of the Common Stock, filed herewith.

    23.1                Consent  of  DeAngelis  &  Higgins,  Independent  Public
                        Accountants dated January 18, 2000, filed herewith.

    23.2                Consent of Salvo,  Russell  and  Fichter,  contained  in
                        their opinion filed as Exhibit 5 hereto.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29023}]
{"company-data": {"conformed-name": "WORLDWATER CORP", "cik": "0000811271", "assigned-sic": "2082", "irs-number": "330123045", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95241", "film-number": "511803"}, "business-address": {"street1": "PENNINGTON BUSINESS PARK", "street2": "55 ROUTE 31 SOUTH", "city": "PENNINGTON", "state": "NJ", "zip": "08534", "phone": "6098180700"}, "mail-address": {"street1": "PENNINGTON BUSINESS PARK", "street2": "55 ROUTE 31 SOUTH", "city": "PENNINGTON", "state": "NJ", "zip": "08534"}, "former-company": {"former-conformed-name": "GOLDEN BEVERAGE COMPANY", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on January 21, 2000
                          Registration No.: -_________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                   -----------

             WORLDWATER CORP. (formerly known as, WORLDWATER, INC.)
             (Exact name of registrant as specified in its charter)

                 Nevada                                 33 - 0123045
        (State of Incorporation               (IRS Employer Identification No.)
            or Organization)

                            Pennington Business Park
                                55 Route 31 South
                          Pennington, New Jersey 08534

                 (Address of Principal Executive Offices)    (Zip Code)

                WORLDWATER, INC. 1996 INCENTIVE STOCK OPTION PLAN
                             (Full name of the Plan)

                                   -----------

                                    Copy to:

Quentin T. Kelly                                Stephen A. Salvo
Chairman and Chief Executive Officer            Salvo, Russell and Fichter
WorldWater Corp.                                1767 Sentry Parkway West
Pennington Business Park                        Suite 210
55 Route 31 South                               Blue Bell, Pennsylvania   19422
Pennington, New Jersey 08534                    Telephone: (215) 653-0110
Telephone: (609) 818-0700
------------------------------------            -------------------------------

                        Corporate Advisory Service, Inc.
                           251 Jeanell Drive, Suite 3
                            Carson City, Nevada 89703

                 (Name and Address of Agent for Service Process)
Approximate date of proposed  commencement of sales pursuant to the Plans:
Upon effectiveness of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
Proposed        Proposed
                                      Maximum         Maximum
Title of Securities   Amount to be    Offering Price  Aggregate             Amount of
to be Registered      Registered      Per Share(1)    Offering Price(1)  Registration Fee
-----------------------------------------------------------------------------------------
Common Stock
$.001 par value         780,000          $.48          $374,400.00           $104.08
(1) Estimated  solely for the purpose of calculating the  registration fee
pursuant to Rule  457(c) and (h) under the  Securities  Act of 1933,  as amended
(the  "Securities  Act"), on the basis of $.48 per share.  The proposed  maximum
offering price per share of $.48 was calculated  based on the average of the bid
and  asked  prices  of  the  shares  of  the   Registrant  as  reported  on  the
over-the-counter market on January 13, 2000.

                                     - 2 -
PROSPECTUS

          WORLDWATER CORPORATION (formerly known as, WORLDWATER, INC.)
                                 (the "Company")

                780,000 Shares of Common Stock, $.001 par value,
                        offered pursuant to the Company's
                  1996 Incentive Stock Option Plan (the "Plan")

The  Company is offering  or may offer a maximum of 780,000  shares  (subject to
adjustment in certain  circumstances) of its Common Stock,  $.001 par value (the
"Common   Stock"),   to  officers,   employees,   directors,   consultants   and
representatives (collectively,  "Employees") of the Company who have been or may
be in the future granted  options to purchase such shares  pursuant to the Plan.
Such  offers are or will be made at the  prices and on the terms and  conditions
contained  in the  respective  stock  option  agreements  entered  into or to be
entered into with each optionee (the "Agreements").

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this Prospectus is January 14, 2000

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representations not contained in this Prospectus in connection with the offering
made by this Prospectus;  and any information or  representations  not contained
herein must not be relied upon as having been  authorized  by the Company.  This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy the securities to which this Prospectus relates in any jurisdiction in which
it is unlawful to make such an offer or  solicitation.  Neither the  delivery of
this Prospectus nor any sale made hereunder shall under any circumstances create
any  implication  that there has been no change in the  affairs  of the  Company
since the date hereof.

                                     - 3 -
TABLE OF CONTENTS

                                                                            Page
         Additional Information                                               4
         Incorporation by Reference                                           4
         The Company                                                          5
         The Plan                                                             5
         Description of the Company's Common Stock                            8
         Experts                                                              9
         Legal Opinion                                                        9

                             ADDITIONAL INFORMATION

The Company has filed with the  Commission,  Washington,  D.C.,  a  Registration
Statement  on Form S-8 under the 1933 Act relating to the shares of Common Stock
offered hereby. For further  information,  reference is made to the Registration
Statement, including the Exhibits filed as part thereof. Statements contained in
this  Prospectus  as to the  provisions of the Plan and the  Agreements  are not
complete and in each instance reference is made to the Plan and the Agreements.

The Company is subject to  informational  requirements  under  Section 13 of the
Securities  Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports and other  information with the Commission.  Reports and
other  information  concerning  the Company can be inspected  without charge and
copied  upon  payment of  prescribed  rates at the public  reference  facilities
maintained  by  the  Commission  at  its  offices  at 450  Fifth  Street,  N.W.,
Washington,  D.C.  20549;  as well as at the regional  offices of the Commission
located at Citicorp  Center,  500 West  Madison  Street,  Suite  1400,  Chicago,
Illinois  60661 and Seven World Trade  Center,  13th Floor,  New York, NY 10048.
Additional  updating  information  with  respect  to  the  securities  and  Plan
described herein may be provided in the future to Plan  participants by means of
appendices to the Prospectus.

                           INCORPORATION BY REFERENCE

The  following   documents   filed  by  the  Company  with  the  Commission  are
incorporated  by reference in this  Prospectus  and shall be deemed to be a part
hereof:

      1. The  Company's  Quarterly  Report or Form 10-QSB for the quarter  ended
September 30, 1999.

      2. The Company's  Annual Report on Form 10-KSB for the year ended December
31, 1998.

      3. The Company's Proxy Statement dated May 13, 1999 for the Annual Meeting
of Shareholders held on June 16, 1999.

                                     - 4 -
Documents  filed by the Company with the  Commission  pursuant to Section 13(a),
13(c),  14, and 15(d) of the 1934 Act subsequent to the date of this  Prospectus
and prior to the filing of a  post-effective  amendment which indicates that all
the securities  offered by this Prospectus  have been sold or which  deregisters
all of the securities  remaining  unsold shall be deemed to be  incorporated  by
reference into this  Prospectus and to be part hereof from the date of filing of
such documents.  Any statement contained in a document incorporated by reference
herein  shall be deemed to be modified  or  superseded  for all  purposes to the
extent that a statement  contained in this  Prospectus or in any other  document
which  also is  incorporated  herein by  reference  modifies  or  replaces  such
statement.  Any such  statement as modified or  superseded  shall not be deemed,
except as modified or superseded, to constitute a part of this Prospectus.

The Company has delivered or caused to be delivered with this Prospectus to each
employee to whom this Prospectus is sent or given a copy of the Company's annual
report to shareholders for its last fiscal year, unless such employee  otherwise
has  received a copy of such  report,  in which case the Company  will  promptly
furnish  without  charge a copy of such report  upon the written  request of the
employee.

THE  COMPANY  UNDERTAKES  TO  PROVIDE  WITHOUT  CHARGE TO EACH  PERSON TO WHOM A
PROSPECTUS IS DELIVERED,  UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF
ANY  AND ALL  INFORMATION  THAT  HAS  BEEN  INCORPORATED  BY  REFERENCE  IN THIS
PROSPECTUS (NOT INCLUDING  EXHIBITS TO THE  INFORMATION  THAT IS INCORPORATED BY
REFERENCE  UNLESS SUCH  EXHIBITS  ARE  SPECIFICALLY  INCORPORATED  BY  REFERENCE
HEREIN).  SUCH REQUESTS SHOULD BE DIRECTED TO JOHN PELL,  PRESIDENT,  WORLDWATER
CORPORATION, PENNINGTON BUSINESS PARK, 55 ROUTE 31 SOUTH, PENNINGTON, NEW JERSEY
08534.

                     INFORMATION REQUIRED IN THE PROSPECTUS

                                   THE COMPANY

The Company was  incorporated  in the state of Nevada on April 3, 1985 under the
name Golden Beverage Company.  In April 1997, the Company entered into a reverse
merger  transaction  with  WorldWater,  Inc., a Delaware  corporation  formed in
January  1984.  Since the merger  transaction,  the  Company,  under the name of
WorldWater  Corp.,  has  been  engaged  exclusively  in  the  solar/water  power
industry.  The  Company's  common  stock is publicly  traded on the OTC Bulletin
Board under the symbol WWAT. The Company's principal executive office is located
at Pennington  Business Park, 55 Route 31 South,  Pennington,  New Jersey 08534.
Its telephone number is (609) 818-0700.

                                    THE PLAN

                                     - 5 -
Adoption and Adjustment; Termination

On December  31,  1996,  the Board of  Directors  of the Company  (the  "Board")
unanimously adopted the Plan, subject to the approval of the shareholders of the
Company.

The Board  created  the  following  two  categories  of  individuals  to receive
Incentive  Stock Options (the  "Options"):  (i) employees who have qualified for
common  stock  shares  as part of  their  current  or  future  compensation  and
employees  who have  outstanding  loans  to the  Company  or who  have  deferred
salaries due from the Company;  and (ii) Board members or  consultants  who have
outstanding  matured loans to the Company or deferred consulting income due from
the Company as of December  31,  1996.  Persons in groups (i) and (ii) above are
referred to collectively as "Employees".

As of the date of this Prospectus,  options to purchase 772,885 shares of Common
Stock are outstanding under the Plan.

Nature and Purpose of the Plan

Subject  to certain  limitations,  the Plan  authorizes  the grant of options to
purchase shares of Common Stock to Employees.

The purposes of the Plan are to provide  Employees of the Company with shares of
Common Stock as part of their  compensation and to compensate  certain employees
and consultants who have  outstanding  loans to the Company or who have deferred
salaries due from the Company.

Administration

The Plan is  administered  by the full Board  pursuant to individual  agreements
with each Employee (the "Agreement(s)").

Members of the Board are elected for a one (1) year term by the shareholders and
are  subject to removal in  accordance  with the  Articles of  Organization  and
By-Laws of the Company.

                                     - 6 -
Eligibility and Extent of Participation

Options  granted under the Plan may be granted,  at the discretion of the Board,
to  officers,  employees,  directors,  consultants  and  representatives  of the
Company.

Shares Subject to the Plan

The Plan authorizes the grant of Options covering no more than 780,000 shares of
Common Stock (subject to further adjustment in certain circumstances).

Option Price

The purchase  price of the shares  subject to Options under the Plan shall be as
established  in each of the  Agreements,  as  amended by the Board on January 4,
1999.

Option Periods

Options  granted under the Plan may be exercised  during the period set forth in
the Agreements.

Sale of Shares

Generally,  members of the Board are considered  Affiliates of the Company, and,
as such, may not resell such shares under this Prospectus;  they may resell only
under  a  Prospectus  that  is part  of an  appropriate  effective  registration
statement  under the 1933 Act, or in  compliance  with Rule 144 of the Rules and
Regulations  of the  Commission  promulgated  under the 1933 Act,  or  otherwise
pursuant to an available exemption from registration.

General

The Plan is not subject to the  provisions  of the  Employee  Retirement  Income
Security Act of 1974, as amended and adjusted.

Taxation

The Plan is not qualified  under  Section 401 of the Internal  Revenue Code (the
"Code").  The following discussion of the federal income tax consequences of the
granting  and  exercise  of  Options is based on an  analysis  of the Code as in
effect on the date of this Prospectus and the rulings and regulations  published
thereunder before such date. The rules contained in the applicable provisions of
the Code and the regulations and rulings thereunder are quite technical,  so the
description of federal tax consequences set forth herein is necessarily  general
in nature and does not purport to be complete.  Optionees may also be subject to
state or local income tax  consequences in the  jurisdictions in which they work
or reside. Optionees should not rely upon

                                     - 7 -
this discussion for advice regarding their individual situations and are advised
to seek professional individual counsel.

Optionees do not realize  income at the time of grant of an Option.  Recognition
of such income is postponed until the optionee  exercises the Option. The amount
of income  recognized  will  generally be equal to the  difference  between fair
market  value of the shares on the date of exercise and the fair market value of
the shares on the date of grant of the Option.

The Company is entitled to a deduction  for federal  income tax purposes only to
the extent that ordinary income is realized by the optionee upon exercise of the
Option.

DESCRIPTION OF THE COMPANY'S COMMON STOCK

The Company is  authorized  to issue up to  50,000,000  shares of Common  Stock,
$.001 par value. As of October 20, 1999, there were 26,535,582  shares of Common
Stock outstanding.

Dividend Rights

Holders of the  Common  Stock are  entitled  to receive  such  dividends  as are
declared by the Board out of funds legally available therefor.

Voting Rights

Holders of the  Common  Stock are  entitled  to one vote for each share of stock
held by them. The shares of Common Stock do not have  cumulative  voting rights.
This  means  that the  holders  of more than 50% of the  shares of Common  Stock
voting for the  election of  directors  can elect 100% of the class of directors
standing for election at any meeting if they choose to do so, and in such event,
the holders of the remaining  shares  voting for the election of directors  will
not be able to elect any  person or  persons  to the Board of  Directors  of the
Company at the meeting.

Pre-emptive Rights

The holders of the Common Stock have no pre-emptive rights.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of the affairs of the
Company,  after  payment to the  holders of any shares of  preferred  stock then
issued and outstanding of the amounts to which they are entitled, the holders of
Common  Stock will be entitled to receive pro rata any assets  distributable  to
shareholders with respect to shares held by them.

                                     - 8 -
Election of Directors

Each  Director  serves for a one (1) year term ending on the date of each annual
meeting of stockholders  following the annual meeting at which such Director was
elected, or, if the Director was not elected at an annual meeting, until the end
of the one (1) year term to which he was elected,  and, in each case,  until his
successor  is duly  elected  and  qualified  or until his  earlier  resignation,
removal from office or death.

Other Matters

The Common Stock has no conversion  rights, and is not subject to any redemption
or sinking fund  provisions or any further calls or  assessments.  The shares of
Common  Stock  currently  outstanding  are, and the shares of Common Stock to be
issued pursuant to the Plan will be, fully paid and non-assessable.

The Company's Articles of Organization impose certain limitations on the ability
of the  Company  and its  shareholders  to  recover  monetary  damages  from the
Company's  Directors and Officers for breach of fiduciary duty by such Directors
or Officers in their capacity as Director or Officer.  Directors and Officers of
the Company  continue to have liability to the Company and its  shareholders for
monetary  damages  for any  breach  of  fiduciary  duty  involving  (i)  acts or
omissions which involve intentional misconduct, fraud, or a knowing violation of
the law or (ii) in the case of Directors,  the payment of dividends in violation
of Section 78.300 of the Nevada Revised Statutes.

                                     EXPERTS

The consolidated financial statements of the Company as of December 31, 1998 and
for each of the prior three year periods ending December 31 are  incorporated by
reference herein.

                                  LEGAL OPINION

Salvo, Russell and Fichter, counsel for the Company, will give its opinion as to
the  legality of the Common Stock being  offered  hereby,  indicating  that when
sold, the Common Stock will be legally issued, fully paid and nonassessable.

                                     - 9 -
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      Item 3. Incorporation of Documents by Reference.

      WorldWater Corp. (formerly known as, WorldWater, Inc.) (the "Company")
will furnish  shareholders  with annual  reports  containing  audited  financial
statements.  Quarterly reports  containing  unaudited  financial  statements are
available  upon written  request.  Copies of the annual  reports,  and any other
communications  sent  to the  Company's  shareholders  generally,  also  will be
furnished to all employees eligible to participate in the Plans.

      The  Company  hereby   incorporates  herein  by  reference  the  following
documents filed by the Company with the Commission:

      (a)   Annual  Report on Form 10-KSB for the year ended  December 31, 1998,
            filed pursuant to Section 13 of the 1934 Act; and

      (2)   All other reports  filed  pursuant to Section 13(a) or 15 (d) of the
            Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),
            since December 31, 1998.
All  documents  filed by the Company  after the date of this  Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior
to the  filing  of a  post-effective  amendment  which  indicates  that  all the
Company's  Common Stock offered hereby has been sold or which  deregisters  such
Company Common Stock then remaining  unsold,  shall be deemed to be incorporated
herein  by  reference  and to be a part  hereof  from  the date of  filing  such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein 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 which also is or is
deemed to be  incorporated  by  reference  herein  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.

      Not Applicable.

      Item 5. Interests of Named Experts and Counsel.

      Not applicable.

      Item 6. Indemnification of Directors and Officers.

      The Nevada Stock  Corporation Act (the "Nevada Act") permits a corporation
with  shareholder  approval to  indemnify  its officers  and  directors  against
liability incurred in all proceedings, including derivative proceedings, arising
out of their  service  to the  corporation  as long as they have not  engaged in
willful  misconduct or a knowing  violation of a criminal law. The  Registrant's
Articles of Incorporation require the Registrant to indemnify its directors, and
permit  it to  indemnify  officers,  in all such  proceedings  if they  have not
violated this standard of conduct.

      The Nevada Act places a limit on the liability of a director or officer in
derivative and  shareholder  proceedings  equal to the lesser of: (i) the amount
specified in the corporation's articles of incorporation or shareholder-approved
bylaw;  or (ii)  the  greater  of (a)  $100,000  or (b)  twelve  months  of cash
compensation  received by the officer or  director.  The limit does not apply in
the event the director or officer has engaged in willful misconduct or a knowing
violation of a criminal law or a federal or state  securities law. The effect of
the  Company's  Articles  of  Incorporation,  together  with the Nevada  Act, is
accordingly  to limit  liability of directors  and officers for money damages to
one dollar in shareholder  and derivative  proceedings,  as long as the required
standard of conduct is met.

                                      II-2
Item 7. Exemption from Registration Claimed.

      Not Applicable.

      Item 8. Exhibits.

      An index of Exhibits appears at page II-5 hereof.

      Item 9. Undertakings.

      (1) The undersigned hereby undertakes:

            1.    To  file,  during  any  period  in which  it  offers  or sells
                  securities,  a  post-effective  amendment to the  registration
                  statement:

                  (1)   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 which,
                        individually or together, represent a fundamental change
                        in the information in the registration statement; and

                  (iii) to include any additional or changed  information on the
                        plan of distribution.

            Provided, however, that paragraphs (a) (i) and (a) (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 by the  registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the registration statement;

                  2.    That, for the purpose of determining liability under the
                        Securities Act of 1933,  each  post-effective  amendment
                        shall  be  treated  as  a  new  registration   statement
                        relating to the securities offered,  and the offering of
                        the  securities  at that time  shall be deemed to be the
                        initial bona fide offering thereof; and

                  c.    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.

                                      II-3
SIGNATURES

      Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the
undersigned  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 Pennington Township, New Jersey, on January 19, 2000.

             WORLDWATER CORP. (formerly known as, WORLDWATER, INC.)
                             Pennington, New Jersey

By:

/s/ Quentin T. Kelly
--------------------
Quentin T. Kelly
Chairman and
Chief Executive Officer

      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:
NAME                  TITLE                                    DATE
                  ----                  -----                                    ----
Chairman and Chief Executive Officer         January  19, 2000
                                (Principal Executive Officer), Treasurer
                                and Director
/s/ Quentin T. Kelly
----------------------------    Quentin T. Kelly

                                President and Chief Operating                January  19, 2000
                                Officer
/s/ John A. Pell
----------------------------    John A. Pell
II-4
Secretary                                    January  19, 2000
/s/ Stephen A. Salvo
----------------------------    Stephen A. Salvo

                                Director                                     January  19, 2000
/s/ Joseph Cygler
----------------------------    Joseph Cygler

                                Director                                     January 19, 2000
/s/ Martin Beyer
----------------------------    Martin Beyer

                                Director                                     January 19, 2000
/s/ Russell Sturzebecker
----------------------------    Russell Sturzebecker

                                Director                                     January 19, 2000
/s/ Rolf Hafeli
----------------------------    Rolf Hafeli

                                Director                                     January 19, 2000
/s/ Davinder Sethi
----------------------------    Davinder Sethi
II-5
EXHIBIT INDEX

Exhibit Number          Exhibit Description
-------------           -------------------

    3.(i)               Articles of  Incorporation;  Incorporated  by  reference
                        from  the  Registration  Statement  on  Form  S-18,  No.
                        333-24693,  filed with the  Commission  by the Company's
                        predecessor on March 12, 1987

    3.(ii)              Amended and Restated By-laws

    5                   Opinion of Salvo,  Russell and Fichter,  with respect to
                        the validity of the Common Stock, filed herewith.

    23.1                Consent  of  DeAngelis  &  Higgins,  Independent  Public
                        Accountants dated January 18, 2000, filed herewith.

    23.2                Consent of Salvo,  Russell  and  Fichter,  contained  in
                        their opinion filed as Exhibit 5 hereto.