As Filed with the Securities and Exchange Commission on September 3, 2004

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

                                  UNITED STATES
                       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                                      43-1641533
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

                      1690 SOUTH CONGRESS AVENUE, SUITE 200
                           DELRAY BEACH, FLORIDA 33445
                                 (561) 805-8000
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

            APPLIED DIGITAL SOLUTIONS, INC. 2003 FLEXIBLE STOCK PLAN,
          APPLIED DIGITAL SOLUTIONS, INC. 1999 FLEXIBLE STOCK PLAN, AND
       APPLIED DIGITAL SOLUTIONS, INC. 1999 EMPLOYEES STOCK PURCHASE PLAN
                            (Full title of the Plans)
                               SCOTT R. SILVERMAN
                      1690 SOUTH CONGRESS AVENUE, SUITE 200
                           DELRAY BEACH, FLORIDA 33445
                              PHONE: (561) 805-8000
                               FAX: (561) 805-8001
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        Copies of all correspondence to:
                              HARVEY GOLDMAN, ESQ.
                              HOLLAND & KNIGHT LLP
                         701 BRICKELL AVENUE, SUITE 3000
                            MIAMI, FLORIDA 33131-5441
                              PHONE: (305) 789-7506
                               FAX: (305) 349-2238

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================ ================= ===================== ===================== ==================
      Title of Each Class             Amount         Proposed Maximum      Proposed Maximum        Amount of
      of Securities to be             to be           Offering Price          Aggregate          Registration
          Registered             Registered(1)(3)      Per Unit (2)         Offering Price        Fee(3)(4)(5)
-------------------------------- ----------------- --------------------- --------------------- ------------------
<S>                              <C>                       <C>                    <C>                  <C>
 Common Stock, $0.01 par value   3,785,133 shares          $2.13            $ 8,062,333.29         $ 1,021.50
           per share
================================ ================= ===================== ===================== ==================
</TABLE>

(1)  This registration  statement  registers 2,600,000 shares of Applied Digital
     Solutions,  Inc.'s (the  "Company")  common  stock  pursuant to the Applied
     Digital  Solutions,  Inc.  2003  Flexible  Stock  Plan.  This  registration
     statement  also  registers an  additional  885,133  shares  pursuant to the
     Applied Digital Solutions, Inc. 1999 Flexible Stock Plan and 300,000 shares
     pursuant  to the Applied  Digital  Solutions,  Inc.  1999  Employees  Stock
     Purchase  Plan.  The Company has  previously  registered  500,000 shares of
     common  stock on  December  8, 1999  (File No.  333-92327),  an  additional
     241,298  shares of common stock on March 3, 2000 (File No.  333-31696),  an
     additional  958,702  shares of common  stock on October  20, 2000 (File No.
     333-48364) and an additional  1,014,867  shares of common stock on November
     16, 2001 (Post-effective Amendment No. 1 to File Nos. 333-92327,  333-31696
     and  333-48364)  pursuant  to the  Applied  Digital  Solutions,  Inc.  1999
     Flexible Stock Plan. The Company has previously  registered  150,000 shares
     of common  stock on  October 4, 1999 (File No.  333-88421),  an  additional
     150,000  shares of common stock on December  20, 1999 (File No.  333-93117)
     and an additional  300,000 shares of common stock on July 2, 2003 (File No.
     333-106742) pursuant to the Applied Digital Solutions,  Inc. 1999 Employees
     Stock Purchase Plan. The Company will have an aggregate of 2,600,000 shares
     registered  pursuant to the Applied Digital  Solutions,  Inc. 2003 Flexible
     Stock Plan,  an aggregate of 3,600,000  shares  registered  pursuant to the
     Applied Digital  Solutions,  Inc. 1999 Flexible Stock Plan and an aggregate
     of 900,000 shares  registered  pursuant to the Applied  Digital  Solutions,
     Inc.  1999  Employees  Stock  Purchase  Plan  upon  effectiveness  of  this
     registration statement.

(2)  Pursuant  to Rules  457(c) and 457(h) of the  Securities  Act of 1933,  the
     proposed  offering price and  registration  fee have been calculated on the
     basis of the  average  of the high and low  trading  prices  for the common
     stock on August 27, 2004, as reported on the Nasdaq SmallCap Market.

(3)  Pursuant to Rule 416 under the Securities  Act of 1933, as amended,  to the
     extent  additional shares of Company common stock may be issued or issuable
     to prevent dilution resulting from stock splits, stock dividends or similar
     transactions,  this registration statement is hereby deemed to cover all of
     such additional common stock.

(4)  A registration  fee of $9,842 was paid on December 8, 1999, upon the filing
     of  the  Registration  Statement  on  Form  S-8  (File  No.  333-92327),  a
     registration  fee of $6,846 was paid on March 3,  2000,  upon the filing of
     the Registration Statement on Form S-8 (File No. 333-31696), a registration
     fee of  $8,163  was  paid on  October  20,  2000,  upon the  filing  of the
     Registration Statement on Form S-8 (File No. 333-48364), a registration fee
     of $1,269 was paid on November  16,  2001,  upon  filing of  Post-Effective
     Amendment  No.  1  to  the  above  mentioned  registration   statements,  a
     registration  fee of $782 was paid on October 4, 1999,  upon  filing of the
     Registration Statement on Form S-8 (File No. 333-88421), a registration fee
     of  $3,085  was  paid  on  December  20,  1999,  upon  the  filing  of  the
     Registration  Statement on Form S-8 (File No. 333-93117) and a registration
     fee of $141 was paid on July 2, 2003,  upon the filing of the  Registration
     Statement on Form S-8 (File No. 333-106742). This registration fee pertains
     to the  2,600,000  shares  under  the  2003  Flexible  Stock  Plan  and the
     additional 1,185,133 shares under the 1999 Flexible Stock Plan and the 1999
     Employees  Stock  Purchase  Plan.  On  September  10, 2003,  the  Company's
     shareholders  approved  the  granting  of  discretionary  authority  to the
     Company's  Board of  Directors  for a period of  twelve  months to effect a
     reverse stock split not to exceed a ratio of 1-for-25,  or to determine not
     to proceed with a reverse  stock split.  On March 12, 2004,  the  Company's
     Board of Directors  authorized a 1-for-10  reverse  stock split,  which was
     effectuated  on April 5, 2004. As a result of the reverse stock split,  the
     par value of the Company's  common stock increased from $0.001 to $0.01 per
     share. In conjunction  with the reverse stock split, the Company's Board of
     Directors  authorized a reduction in the number of authorized shares of the
     Company's  common  stock from 560.0  million  to 125.0  million.  All share
     information  provided  in this Form S-8 has been  adjusted  to reflect  the
     reverse stock split.

(5)   The registration fee of $1,021.50 is paid and is on account.

<PAGE>

                                EXPLANATORY NOTE

The  Company  is filing  this  registration  statement  on Form S-8 to  register
2,600,000 shares of the Company's common stock authorized for issuance under the
terms of the Applied Digital Solutions, Inc. 2003 Flexible Stock Plan (the "2003
Plan"),  as  approved  by the  shareholders  of the Company on July 25, 2003 and
amended by the  shareholders  July 24,  2004.  In  addition,  this  registration
statement  is being  filed to  register  an  additional  885,133  shares  of the
Company's  common  stock  authorized  for  issuance  under the  Applied  Digital
Solutions, Inc. 1999 Flexible Stock Plan (the "1999 Plan") and 300,000 shares of
the Company's  common stock  authorized for issuance  under the Applied  Digital
Solutions,  Inc. 1999 Employees Stock Purchase Plan (the "ESPP"), as approved by
the shareholders on June 8, 2002. As permitted by General  Instruction E to Form
S-8, the following registration  statements are hereby incorporated by reference
(the "Registration Statements"):

      1.    Registration  Statement on Form S-8 (File No.  333-92327) filed with
            the  Securities  and  Exchange   Commission  (the  "Commission")  on
            December 8, 1999;

      2.    Registration  Statement on Form S-8 (File No.  333-31696) filed with
            the Commission on March 3, 2000;

      3.    Registration  Statement on Form S-8 (File No.  333-48364) filed with
            the Commission on October 20, 2000;

      4.    Post-Effective  Amendment No. 1 to Registrant  Statements 333-92327,
            333-31696,  and  333-48364 on Form S-8 filed with the  Commission on
            November 16, 2001;

      5.    Registration  Statement on Form S-8 (File No.  333-88421) filed with
            the Commission on October 4, 1999;

      6.    Registration  Statement on Form S-8 (File No.  333-93117) filed with
            the Commission on December 20, 1999; and

      7.    Registration  Statement on Form S-8 (File No. 333-106742) filed with
            the Commission on July 2, 2003.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following  documents filed by us with the Commission are incorporated herein
by reference in this registration statement:

      a)    The Company's Annual Report on Form 10-K for the year ended December
            31,  2003,  filed  with the  Commission  on March 15,  2004,  and as
            amended on March 16, 2004 and May 21, 2004;


                                       2
<PAGE>

      b)    The Company's  Current  Report on Form 8-K filed with the Commission
            on March 16, 2004;

      c)    The Company's  Current  Report on Form 8-K filed with the Commission
            on April 5, 2004;

      d)    The Company's  Current  Report on Form 8-K filed with the Commission
            on April 15, 2004;

      e)    The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
            March 31, 2004,  filed with the  Commission  on May 5, 2004,  and as
            amended on May 24, 2004;

      f)    The Company's  Current  Report on Form 8-K filed with the Commission
            on May 7, 2004;

      g)    The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
            June 30, 2004, filed with the Commission on August 3, 2004;

      h)    The Company's  Current  Report on Form 8-K filed with the Commission
            on August 5, 2004; and

      i)    The  description  of the  Company's  common  stock  contained in the
            registration  statement on Form 8-A filed with the Commission on May
            5, 1995,  including any amendments or reports filed for the purposes
            of updating the description of the common stock.

All documents subsequently filed by the Company with the Securities and Exchange
Commission  pursuant to Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Any  statement  contained  herein,  in an  amendment  hereto,  or in a  document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or  superseded  for purposes of this  registration  statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document which also is or deemed to be incorporated herein by reference modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not  applicable;  the class of  securities  to be  offered is  registered  under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections  351.355(1) and (2) of The General and Business  Corporation Law of the
State of Missouri provide that a corporation may indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action,  suit or proceeding by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses,  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he  reasonably  believed  to be in or not
opposed  to the best  interests  of the  corporation  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was  unlawful,  except that, in the case of an action or suit by or in the right
of the  corporation,  the  corporation  may not indemnify  such persons  against
judgments and fines and no person shall be indemnified as to any claim, issue or


                                       3
<PAGE>

matter as to which  such  person  shall  have  been  adjudged  to be liable  for
negligence  or  misconduct in the  performance  of his duty to the  corporation,
unless  and only to the  extent  that the court in which the  action or suit was
brought  determines upon  application  that such person is fairly and reasonably
entitled to indemnity for proper expenses.  Section 351.355(3) provides that, to
the extent that a director,  officer,  employee or agent of the  corporation has
been  successful  in the defense of any such action,  suit or  proceeding or any
claim,  issue or  matter  therein,  he shall be  indemnified  against  expenses,
including  attorneys' fees,  actually and reasonably incurred in connection with
such action, suit or proceeding.  Section 351.355(7) provides that a corporation
may  provide  additional  indemnification  to  any  person  indemnifiable  under
subsection (1) or (2), provided such additional indemnification is authorized by
the  corporation's  articles of  incorporation  or an amendment  thereto or by a
shareholder-approved  bylaw or  agreement,  and provided  further that no person
shall thereby be indemnified  against conduct which was finally adjudged to have
been knowingly fraudulent, deliberately dishonest or willful misconduct or which
involved an accounting for profits pursuant to Section 16(b) of the Exchange Act
of 1934.

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

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

ITEM 8.  EXHIBITS.

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

            4.1         Applied Digital Solutions, Inc. 2003 Flexible Stock
                        Plan, as Amended

            4.2         Applied Digital Solutions, Inc. 1999 Flexible Stock
                        Plan, as Amended

            4.3         Applied Digital Solutions, Inc. 1999 Employees Stock
                        Purchase Plan, as Amended

             5          Opinion of Holland & Knight LLP

           23.1         Consent of Eisner LLP

           23.2         Consent of PricewaterhouseCoopers LLP

           23.3         Consent of Holland & Knight LLP (included in Exhibit 5)

           24.1         Power of Attorney (included on signature page)



                                       4
<PAGE>

ITEM 9.  UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

     (1) to file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
this  registration  statement or any material change to such information in this
registration statement;

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

     (3) to remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.


(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  and is,  therefore,  unenforceable.  In the  event  that a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.


                                       5
<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 this  registration  statement  on Form S-8 and has duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of Delray Beach,  State of
Florida, on September 3, 2004.

                                    APPLIED DIGITAL SOLUTIONS, INC.

                                    By: /s/ SCOTT R. SILVERMAN
                                       ------------------------------------
                                       Scott R. Silverman
                                       Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

The undersigned  constitutes and appoints Evan C. McKeown as his or her true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution, for him or her and in his name, place, and stead, in any and all
capacities,  to sign the Applied Digital Solutions,  Inc. Registration Statement
on Form S-8 and any and all amendments  thereto,  and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents  and  purposes  as he might or could in  person,  hereby  ratifying  and
confirming all that said  attorney-in-fact and agent, and each or either of them
or their substitutes, 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>
/s/ Scott R. Silverman              Chairman of the Board of Directors and       September 3, 2004
---------------------------         Chief Executive Officer (Principal
(Scott R. Silverman)                Executive Officer)

/s/ Kevin H. McLaughlin             President and Chief Operating Officer        September 3, 2004
---------------------------
(Kevin H. McLaughlin)

/s/ Evan C. McKeown                 Senior Vice President and Chief Financial    September 3, 2004
---------------------------         Officer (Principal Financial Officer)
(Evan C. McKeown)

/s/ Lorraine M. Breece              Vice President and Chief Accounting          September 3, 2004
---------------------------         Officer (Principal Accounting Officer)
(Lorraine M. Breece)

/s/ J. Michael Norris               Director                                     September 3, 2004
---------------------------
(J. Michael Norris)

/s/ Daniel E. Penni                 Director                                     September 3, 2004
---------------------------
(Daniel E. Penni)

/s/ Dennis G. Rawan                 Director                                     September 3, 2004
---------------------------
(Dennis G. Rawan)

/s/ Constance K. Weaver             Director                                     September 3, 2004
---------------------------
(Constance K. Weaver)

/s/ Michael S. Zarriello            Director                                     September 3, 2004
---------------------------
(Michael S. Zarriello)
</TABLE>



                                       6
<PAGE>

                                  EXHIBIT INDEX


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

            4.1         Applied Digital Solutions, Inc. 2003 Flexible Stock
                        Plan, as Amended

            4.2         Applied Digital Solutions, Inc. 1999 Flexible Stock
                        Plan, as Amended

            4.3         Applied Digital Solutions, Inc. 1999 Employees Stock
                        Purchase Plan, as Amended

             5          Opinion of Holland & Knight LLP

           23.1         Consent of Eisner LLP

           23.2         Consent of PricewaterhouseCoopers LLP

           23.3         Consent of Holland & Knight LLP (included in Exhibit 5)

           24.1         Power of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "filename": "v06401_s8.txt", "secsgml_size_bytes": 25318}]
{"company-data": {"conformed-name": "APPLIED DIGITAL SOLUTIONS INC", "cik": "0000924642", "assigned-sic": "3669", "irs-number": "431641533", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118776", "film-number": "041014773"}, "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 September 3, 2004

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

                                  UNITED STATES
                       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                                      43-1641533
     (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                     Identification No.)

                      1690 SOUTH CONGRESS AVENUE, SUITE 200
                           DELRAY BEACH, FLORIDA 33445
                                 (561) 805-8000
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

            APPLIED DIGITAL SOLUTIONS, INC. 2003 FLEXIBLE STOCK PLAN,
          APPLIED DIGITAL SOLUTIONS, INC. 1999 FLEXIBLE STOCK PLAN, AND
       APPLIED DIGITAL SOLUTIONS, INC. 1999 EMPLOYEES STOCK PURCHASE PLAN
                            (Full title of the Plans)
                               SCOTT R. SILVERMAN
                      1690 SOUTH CONGRESS AVENUE, SUITE 200
                           DELRAY BEACH, FLORIDA 33445
                              PHONE: (561) 805-8000
                               FAX: (561) 805-8001
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        Copies of all correspondence to:
                              HARVEY GOLDMAN, ESQ.
                              HOLLAND & KNIGHT LLP
                         701 BRICKELL AVENUE, SUITE 3000
                            MIAMI, FLORIDA 33131-5441
                              PHONE: (305) 789-7506
                               FAX: (305) 349-2238

                         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)(3)      Per Unit (2)         Offering Price        Fee(3)(4)(5)
-------------------------------- ----------------- --------------------- --------------------- ------------------
Common Stock, $0.01 par value   3,785,133 shares          $2.13            $ 8,062,333.29         $ 1,021.50
           per share
================================ ================= ===================== ===================== ==================
(1)  This registration  statement  registers 2,600,000 shares of Applied Digital
     Solutions,  Inc.'s (the  "Company")  common  stock  pursuant to the Applied
     Digital  Solutions,  Inc.  2003  Flexible  Stock  Plan.  This  registration
     statement  also  registers an  additional  885,133  shares  pursuant to the
     Applied Digital Solutions, Inc. 1999 Flexible Stock Plan and 300,000 shares
     pursuant  to the Applied  Digital  Solutions,  Inc.  1999  Employees  Stock
     Purchase  Plan.  The Company has  previously  registered  500,000 shares of
     common  stock on  December  8, 1999  (File No.  333-92327),  an  additional
     241,298  shares of common stock on March 3, 2000 (File No.  333-31696),  an
     additional  958,702  shares of common  stock on October  20, 2000 (File No.
     333-48364) and an additional  1,014,867  shares of common stock on November
     16, 2001 (Post-effective Amendment No. 1 to File Nos. 333-92327,  333-31696
     and  333-48364)  pursuant  to the  Applied  Digital  Solutions,  Inc.  1999
     Flexible Stock Plan. The Company has previously  registered  150,000 shares
     of common  stock on  October 4, 1999 (File No.  333-88421),  an  additional
     150,000  shares of common stock on December  20, 1999 (File No.  333-93117)
     and an additional  300,000 shares of common stock on July 2, 2003 (File No.
     333-106742) pursuant to the Applied Digital Solutions,  Inc. 1999 Employees
     Stock Purchase Plan. The Company will have an aggregate of 2,600,000 shares
     registered  pursuant to the Applied Digital  Solutions,  Inc. 2003 Flexible
     Stock Plan,  an aggregate of 3,600,000  shares  registered  pursuant to the
     Applied Digital  Solutions,  Inc. 1999 Flexible Stock Plan and an aggregate
     of 900,000 shares  registered  pursuant to the Applied  Digital  Solutions,
     Inc.  1999  Employees  Stock  Purchase  Plan  upon  effectiveness  of  this
     registration statement.

(2)  Pursuant  to Rules  457(c) and 457(h) of the  Securities  Act of 1933,  the
     proposed  offering price and  registration  fee have been calculated on the
     basis of the  average  of the high and low  trading  prices  for the common
     stock on August 27, 2004, as reported on the Nasdaq SmallCap Market.

(3)  Pursuant to Rule 416 under the Securities  Act of 1933, as amended,  to the
     extent  additional shares of Company common stock may be issued or issuable
     to prevent dilution resulting from stock splits, stock dividends or similar
     transactions,  this registration statement is hereby deemed to cover all of
     such additional common stock.

(4)  A registration  fee of $9,842 was paid on December 8, 1999, upon the filing
     of  the  Registration  Statement  on  Form  S-8  (File  No.  333-92327),  a
     registration  fee of $6,846 was paid on March 3,  2000,  upon the filing of
     the Registration Statement on Form S-8 (File No. 333-31696), a registration
     fee of  $8,163  was  paid on  October  20,  2000,  upon the  filing  of the
     Registration Statement on Form S-8 (File No. 333-48364), a registration fee
     of $1,269 was paid on November  16,  2001,  upon  filing of  Post-Effective
     Amendment  No.  1  to  the  above  mentioned  registration   statements,  a
     registration  fee of $782 was paid on October 4, 1999,  upon  filing of the
     Registration Statement on Form S-8 (File No. 333-88421), a registration fee
     of  $3,085  was  paid  on  December  20,  1999,  upon  the  filing  of  the
     Registration  Statement on Form S-8 (File No. 333-93117) and a registration
     fee of $141 was paid on July 2, 2003,  upon the filing of the  Registration
     Statement on Form S-8 (File No. 333-106742). This registration fee pertains
     to the  2,600,000  shares  under  the  2003  Flexible  Stock  Plan  and the
     additional 1,185,133 shares under the 1999 Flexible Stock Plan and the 1999
     Employees  Stock  Purchase  Plan.  On  September  10, 2003,  the  Company's
     shareholders  approved  the  granting  of  discretionary  authority  to the
     Company's  Board of  Directors  for a period of  twelve  months to effect a
     reverse stock split not to exceed a ratio of 1-for-25,  or to determine not
     to proceed with a reverse  stock split.  On March 12, 2004,  the  Company's
     Board of Directors  authorized a 1-for-10  reverse  stock split,  which was
     effectuated  on April 5, 2004. As a result of the reverse stock split,  the
     par value of the Company's  common stock increased from $0.001 to $0.01 per
     share. In conjunction  with the reverse stock split, the Company's Board of
     Directors  authorized a reduction in the number of authorized shares of the
     Company's  common  stock from 560.0  million  to 125.0  million.  All share
     information  provided  in this Form S-8 has been  adjusted  to reflect  the
     reverse stock split.

(5)   The registration fee of $1,021.50 is paid and is on account.
EXPLANATORY NOTE

The  Company  is filing  this  registration  statement  on Form S-8 to  register
2,600,000 shares of the Company's common stock authorized for issuance under the
terms of the Applied Digital Solutions, Inc. 2003 Flexible Stock Plan (the "2003
Plan"),  as  approved  by the  shareholders  of the Company on July 25, 2003 and
amended by the  shareholders  July 24,  2004.  In  addition,  this  registration
statement  is being  filed to  register  an  additional  885,133  shares  of the
Company's  common  stock  authorized  for  issuance  under the  Applied  Digital
Solutions, Inc. 1999 Flexible Stock Plan (the "1999 Plan") and 300,000 shares of
the Company's  common stock  authorized for issuance  under the Applied  Digital
Solutions,  Inc. 1999 Employees Stock Purchase Plan (the "ESPP"), as approved by
the shareholders on June 8, 2002. As permitted by General  Instruction E to Form
S-8, the following registration  statements are hereby incorporated by reference
(the "Registration Statements"):

      1.    Registration  Statement on Form S-8 (File No.  333-92327) filed with
            the  Securities  and  Exchange   Commission  (the  "Commission")  on
            December 8, 1999;

      2.    Registration  Statement on Form S-8 (File No.  333-31696) filed with
            the Commission on March 3, 2000;

      3.    Registration  Statement on Form S-8 (File No.  333-48364) filed with
            the Commission on October 20, 2000;

      4.    Post-Effective  Amendment No. 1 to Registrant  Statements 333-92327,
            333-31696,  and  333-48364 on Form S-8 filed with the  Commission on
            November 16, 2001;

      5.    Registration  Statement on Form S-8 (File No.  333-88421) filed with
            the Commission on October 4, 1999;

      6.    Registration  Statement on Form S-8 (File No.  333-93117) filed with
            the Commission on December 20, 1999; and

      7.    Registration  Statement on Form S-8 (File No. 333-106742) filed with
            the Commission on July 2, 2003.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following  documents filed by us with the Commission are incorporated herein
by reference in this registration statement:

      a)    The Company's Annual Report on Form 10-K for the year ended December
            31,  2003,  filed  with the  Commission  on March 15,  2004,  and as
            amended on March 16, 2004 and May 21, 2004;

                                       2
b)    The Company's  Current  Report on Form 8-K filed with the Commission
            on March 16, 2004;

      c)    The Company's  Current  Report on Form 8-K filed with the Commission
            on April 5, 2004;

      d)    The Company's  Current  Report on Form 8-K filed with the Commission
            on April 15, 2004;

      e)    The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
            March 31, 2004,  filed with the  Commission  on May 5, 2004,  and as
            amended on May 24, 2004;

      f)    The Company's  Current  Report on Form 8-K filed with the Commission
            on May 7, 2004;

      g)    The  Company's  Quarterly  Report on Form 10-Q for the quarter ended
            June 30, 2004, filed with the Commission on August 3, 2004;

      h)    The Company's  Current  Report on Form 8-K filed with the Commission
            on August 5, 2004; and

      i)    The  description  of the  Company's  common  stock  contained in the
            registration  statement on Form 8-A filed with the Commission on May
            5, 1995,  including any amendments or reports filed for the purposes
            of updating the description of the common stock.

All documents subsequently filed by the Company with the Securities and Exchange
Commission  pursuant to Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

Any  statement  contained  herein,  in an  amendment  hereto,  or in a  document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or  superseded  for purposes of this  registration  statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document which also is or deemed to be incorporated herein by reference modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not  applicable;  the class of  securities  to be  offered is  registered  under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections  351.355(1) and (2) of The General and Business  Corporation Law of the
State of Missouri provide that a corporation may indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed  action,  suit or proceeding by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses,  judgments,  fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he  reasonably  believed  to be in or not
opposed  to the best  interests  of the  corporation  and,  with  respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was  unlawful,  except that, in the case of an action or suit by or in the right
of the  corporation,  the  corporation  may not indemnify  such persons  against
judgments and fines and no person shall be indemnified as to any claim, issue or

                                       3
matter as to which  such  person  shall  have  been  adjudged  to be liable  for
negligence  or  misconduct in the  performance  of his duty to the  corporation,
unless  and only to the  extent  that the court in which the  action or suit was
brought  determines upon  application  that such person is fairly and reasonably
entitled to indemnity for proper expenses.  Section 351.355(3) provides that, to
the extent that a director,  officer,  employee or agent of the  corporation has
been  successful  in the defense of any such action,  suit or  proceeding or any
claim,  issue or  matter  therein,  he shall be  indemnified  against  expenses,
including  attorneys' fees,  actually and reasonably incurred in connection with
such action, suit or proceeding.  Section 351.355(7) provides that a corporation
may  provide  additional  indemnification  to  any  person  indemnifiable  under
subsection (1) or (2), provided such additional indemnification is authorized by
the  corporation's  articles of  incorporation  or an amendment  thereto or by a
shareholder-approved  bylaw or  agreement,  and provided  further that no person
shall thereby be indemnified  against conduct which was finally adjudged to have
been knowingly fraudulent, deliberately dishonest or willful misconduct or which
involved an accounting for profits pursuant to Section 16(b) of the Exchange Act
of 1934.

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

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

ITEM 8.  EXHIBITS.

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

            4.1         Applied Digital Solutions, Inc. 2003 Flexible Stock
                        Plan, as Amended

            4.2         Applied Digital Solutions, Inc. 1999 Flexible Stock
                        Plan, as Amended

            4.3         Applied Digital Solutions, Inc. 1999 Employees Stock
                        Purchase Plan, as Amended

             5          Opinion of Holland & Knight LLP

           23.1         Consent of Eisner LLP

           23.2         Consent of PricewaterhouseCoopers LLP

           23.3         Consent of Holland & Knight LLP (included in Exhibit 5)

           24.1         Power of Attorney (included on signature page)

                                       4
ITEM 9.  UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

     (1) to file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
this  registration  statement or any material change to such information in this
registration statement;

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

     (3) to remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
of  1933  and is,  therefore,  unenforceable.  In the  event  that a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                       5
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 this  registration  statement  on Form S-8 and has duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of Delray Beach,  State of
Florida, on September 3, 2004.

                                    APPLIED DIGITAL SOLUTIONS, INC.

                                    By: /s/ SCOTT R. SILVERMAN
                                       ------------------------------------
                                       Scott R. Silverman
                                       Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

The undersigned  constitutes and appoints Evan C. McKeown as his or her true and
lawful   attorney-in-fact  and  agent,  with  full  power  of  substitution  and
resubstitution, for him or her and in his name, place, and stead, in any and all
capacities,  to sign the Applied Digital Solutions,  Inc. Registration Statement
on Form S-8 and any and all amendments  thereto,  and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents  and  purposes  as he might or could in  person,  hereby  ratifying  and
confirming all that said  attorney-in-fact and agent, and each or either of them
or their substitutes, 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
---------                           -----                                        ----
/s/ Scott R. Silverman              Chairman of the Board of Directors and       September 3, 2004
---------------------------         Chief Executive Officer (Principal
(Scott R. Silverman)                Executive Officer)

/s/ Kevin H. McLaughlin             President and Chief Operating Officer        September 3, 2004
---------------------------
(Kevin H. McLaughlin)

/s/ Evan C. McKeown                 Senior Vice President and Chief Financial    September 3, 2004
---------------------------         Officer (Principal Financial Officer)
(Evan C. McKeown)

/s/ Lorraine M. Breece              Vice President and Chief Accounting          September 3, 2004
---------------------------         Officer (Principal Accounting Officer)
(Lorraine M. Breece)

/s/ J. Michael Norris               Director                                     September 3, 2004
---------------------------
(J. Michael Norris)

/s/ Daniel E. Penni                 Director                                     September 3, 2004
---------------------------
(Daniel E. Penni)

/s/ Dennis G. Rawan                 Director                                     September 3, 2004
---------------------------
(Dennis G. Rawan)

/s/ Constance K. Weaver             Director                                     September 3, 2004
---------------------------
(Constance K. Weaver)

/s/ Michael S. Zarriello            Director                                     September 3, 2004
---------------------------
(Michael S. Zarriello)
6
EXHIBIT INDEX

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

            4.1         Applied Digital Solutions, Inc. 2003 Flexible Stock
                        Plan, as Amended

            4.2         Applied Digital Solutions, Inc. 1999 Flexible Stock
                        Plan, as Amended

            4.3         Applied Digital Solutions, Inc. 1999 Employees Stock
                        Purchase Plan, as Amended

             5          Opinion of Holland & Knight LLP

           23.1         Consent of Eisner LLP

           23.2         Consent of PricewaterhouseCoopers LLP

           23.3         Consent of Holland & Knight LLP (included in Exhibit 5)

           24.1         Power of Attorney (included on signature page)