As filed with the Securities and Exchange  Commission on June ___, 2002. Subject
to amendment.

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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


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


                      UNIVERSAL COMMUNICATION SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

              NEVADA                                    86-0887822
 (State or other jurisdiction of          (I.R.S. Employer Identification No.)
  incorporation or organization)



                                 407 Lincoln Rd
                                    Suite 6K
                           Miami Beach, Florida 33139
                    (Address of principal executive offices)


                      UNIVERSAL COMMUNICATION SYSTEMS, INC.
                         2002-A STOCK COMPENSATION PLAN
                            (Full title of the plan)


                               MICHAEL J. ZWEBNER
                                Agent for Service
                      Universal Communication Systems, Inc.
                                 407 Lincoln Rd
                                    Suite 6K
                           Miami Beach, Florida 33139
                                 (305) 672-6344
                      (Name, address and telephone number,
                   including area code, of agent for service)


                                    Copy to:
                              ANDREW J. BECK, ESQ.
                                      Torys
                                 237 Park Avenue
                            New York, New York 10017


        Approximate date of commencement of proposed sale to the public:

                        As soon as practicable after the
                    Registration Statement becomes effective.






<PAGE>





                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

====================================================================================================================
                                                                          Proposed maximum          Amount of
   Title of securities      Amount to         Proposed maximum               aggregate            registration
   to be registered       be registered     offering price per share*     offering price*             fee**
      -------------       -------------     -------------------------     ---------------           ----------

<S>                          <C>                     <C>                        <C>                  <C>
Common Stock                 60,000,000              $0.0063                    $378,000             $35.00
($.001 par value)                shares
====================================================================================================================
</TABLE>

 * Estimated  solely for purposes of  calculating  the  registration  fee on the
basis of the average of the bid and asked prices of the Common Stock on June 14,
2002, as reported on the OTC Bulletin Board.

** Computed in accordance with Rule 457(h)(1).




<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.           Incorporation of Documents by Reference.
                  ---------------------------------------

                  The Company hereby states that (i) the documents listed in (a)
and (b) below are incorporated by reference in this  Registration  Statement and
(ii) all documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Securities  Exchange Act of 1934 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.

                  (a)      The Company's Annual Report on Form 10-KSB for the
                           fiscal year ended September 30, 2001.

                  (b)      The Company's Quarterly Report on Form 10-QSB for the
                           quarter ended December 31, 2001.

                  (c)      The Company's Quarterly Report on Form 10-QSB for the
                           quarter ended March 31, 2002.

                  (d)      The description of the Common Stock contained in the
                           Company's Registration Statement on Form SB-2 (no.
                           333-57076) filed May 31, 2000, including any
                           amendment thereto for the purpose of updating such
                           description.

Item 4.           Description of Securities.
                  -------------------------

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.
                  --------------------------------------

                  The legality of the securities  registered  hereunder has been
passed upon by the law firm of Torys LLP,  237 Park Avenue,  New York,  New York
10017.

Item 6.           Indemnification of Directors and Officers.
                  -----------------------------------------

                  Under  the  provisions  of  Article  VI  of  the  Articles  of
Incorporation of the Registrant, the Company is required to indemnify a director
or officer of the Company from and against any and all expenses and  liabilities
that may be imposed upon or incurred by him in  connection  with, or as a result
of, any proceeding in which he may become involved, as a party or otherwise,  by
reason of the fact that he is or was such a director, officer, employee or agent
of the Company, whether or not he continues to be such at the time such expenses
and liabilities shall have been imposed or incurred,  to the extent permitted by
the laws of the State of Nevada, as they may be amended from time to time.

                  Under  the  provisions  of  Article  V of the  By-laws  of the
Company,  the  Company is  required  to  indemnify  a director or officer of the
Company  from and  against  any and all  expenses  and  liabilities  that may be
imposed  upon or  incurred  by him in  connection  with,  or as a result of, any
proceeding in which he may become involved,  as a party or otherwise,  by reason
of the fact that he is or was such a director, officer, employee or agent of the
Company,  whether or not he continues  to be such at the time such  expenses and
liabilities shall have been imposed or incurred,  to the extent permitted by the
laws of the State of Nevada, as they may be amended from time to time.

                  Also under the  provisions  of Article V of the By-laws of the
Company, directors are entitled to advancement of expenses incurred in defending
any actions against which they have a right of indemnification  from the Company
provided  that, if the laws of Nevada  require,  advancement  of expenses may be
conditioned on an undertaking to repay if a final judicial decision is made that
the director is not entitled to indemnification.

Item 7.           Exemption from Registration Claimed.
                  -----------------------------------

                  Not applicable.

Item 8.           Exhibits.
                  --------

                  The Exhibits required to be filed as part of this Registration
Statement are listed in the attached Index to Exhibits.

Item 9.           Undertakings.
                  ------------

                  The  undersigned  Registrant  hereby  undertakes,   except  as
otherwise  specifically  provided in the rules of the  Securities  and  Exchange
Commission promulgated under the Securities Act of 1933:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

                             (i)    To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;

                            (ii)    To reflect in the prospectus any facts or
events arising after the effective date of this  Registration  Statement (or the
most recent  post-effective  amendment  hereof)  which,  individually  or in the
aggregate,  represent a fundamental  change in the information set forth in this
Registration Statement;

                           (iii)    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; provided, however, that paragraphs (1)(i) and (1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference 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.

                  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.

                  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 such Act 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 such Act and will
be governed by the final adjudication of such issue.



<PAGE>


                                POWER OF ATTORNEY

                  The Registrant and each person whose  signature  appears below
hereby  appoints  the agent for service and Michael J.  Zwebner,  severally,  as
attorney-in-fact  with full power of  substitution to execute in the name and on
behalf of the Registrant and each such person, individually and in each capacity
stated  below,  one or  more  post-effective  amendments  to  this  Registration
Statement as the  attorney-in-fact  acting in the premises deems appropriate and
to file any such  amendment to this  Registration  Statement with the Securities
and Exchange Commission.

                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Miami Beach, State of Florida on the 17th day of
June, 2002.



                                  UNIVERSAL COMMUNICATION SYSTEMS, INC.

                                  By:  /s/  Michael J. Zwebner
                                       -------------------------
                                         Michael J. Zwebner
                                         Chief Executive Officer

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

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

/s/ Michael J. Zwebner                             President and Chief Executive Officer   June 17, 2002
-------------------------------------              (Principal Executive Officer) and
Michael J. Zwebner                                 Director

/s/ Curtis Orgill                                  Chief Financial Officer (Principal      June 17, 2002
-----------------------------                      Financial and Accounting Officer) and
Curtis Orgill                                      Director

/s/ Ramsey Sweis                                   Director                                June 17, 2002
---------------------------
Ramsey Sweis

/s/ Alexander Walker, Jr.                          Director                                June 17, 2002
-----------------------------
Alexander Walker, Jr.

</TABLE>



               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                  We hereby  consent to the  incorporation  by reference in this
Registration Statement on Form S-8 of World Wide Wireless  Communications,  Inc.
of our report  dated  January  14, 2002  appearing  in  Universal  Communication
Systems, Inc.'s (formerly World Wide Wireless  Communication,  Inc.) Form 10-KSB
for the fiscal year ended September 30, 2001.


                                           /s/  Reuben E. Price & Co.
                                           ----------------------------
                                           REUBEN E. PRICE AND COMPANY


San Francisco, California
June 12, 2002




<PAGE>





                               CONSENT OF COUNSEL



                  The consent of Torys LLP is contained in its opinion  filed as
Exhibit 5 to this Registration Statement.



<PAGE>


                                INDEX TO EXHIBITS



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

     4               -       Universal Communication Systems, Inc. 2002-A Stock
                             Compensation Plan
     5               -       Opinion of Torys LLP
     23(i)           -       Consent of Reuben E. Price & Co. (see "Consent of
                             Independent Certified Public Accountants" in the
                             Registration Statement)
     23(iii)         -       Consent of Torys LLP (contained in Exhibit 5)
     24              -       Power of Attorney (see "Power of Attorney" in the
                             Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "universalcommunication-s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16192}]
{"company-data": {"conformed-name": "UNIVERSAL COMMUNICATION SYSTEMS INC", "cik": "0001098207", "assigned-sic": "4813", "irs-number": "860887822", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90722", "film-number": "02681647"}, "business-address": {"street1": "407 LINCOLN ROAD", "street2": "SUITE 6K", "city": "MIAMI", "state": "FL", "zip": "33139", "phone": "5108396100"}, "mail-address": {"street1": "407 LINCOLN ROAD", "street2": "SUITE 6K", "city": "MIAMI", "state": "FL", "zip": "33139"}, "former-company": {"former-conformed-name": "WORLD WIDE WIRELESS COMMUNICATIONS INC", "date-changed": "20000124"}}
As filed with the Securities and Exchange  Commission on June ___, 2002. Subject
to amendment.

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                      UNIVERSAL COMMUNICATION SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

              NEVADA                                    86-0887822
 (State or other jurisdiction of          (I.R.S. Employer Identification No.)
  incorporation or organization)

                                 407 Lincoln Rd
                                    Suite 6K
                           Miami Beach, Florida 33139
                    (Address of principal executive offices)

                      UNIVERSAL COMMUNICATION SYSTEMS, INC.
                         2002-A STOCK COMPENSATION PLAN
                            (Full title of the plan)

                               MICHAEL J. ZWEBNER
                                Agent for Service
                      Universal Communication Systems, Inc.
                                 407 Lincoln Rd
                                    Suite 6K
                           Miami Beach, Florida 33139
                                 (305) 672-6344
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                              ANDREW J. BECK, ESQ.
                                      Torys
                                 237 Park Avenue
                            New York, New York 10017

        Approximate date of commencement of proposed sale to the public:

                        As soon as practicable after the
                    Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                          Proposed maximum          Amount of
   Title of securities      Amount to         Proposed maximum               aggregate            registration
   to be registered       be registered     offering price per share*     offering price*             fee**
      -------------       -------------     -------------------------     ---------------           ----------
Common Stock                 60,000,000              $0.0063                    $378,000             $35.00
($.001 par value)                shares
====================================================================================================================
* Estimated  solely for purposes of  calculating  the  registration  fee on the
basis of the average of the bid and asked prices of the Common Stock on June 14,
2002, as reported on the OTC Bulletin Board.

** Computed in accordance with Rule 457(h)(1).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.
                  ---------------------------------------

                  The Company hereby states that (i) the documents listed in (a)
and (b) below are incorporated by reference in this  Registration  Statement and
(ii) all documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the Securities  Exchange Act of 1934 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.

                  (a)      The Company's Annual Report on Form 10-KSB for the
                           fiscal year ended September 30, 2001.

                  (b)      The Company's Quarterly Report on Form 10-QSB for the
                           quarter ended December 31, 2001.

                  (c)      The Company's Quarterly Report on Form 10-QSB for the
                           quarter ended March 31, 2002.

                  (d)      The description of the Common Stock contained in the
                           Company's Registration Statement on Form SB-2 (no.
                           333-57076) filed May 31, 2000, including any
                           amendment thereto for the purpose of updating such
                           description.

Item 4.           Description of Securities.
                  -------------------------

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.
                  --------------------------------------

                  The legality of the securities  registered  hereunder has been
passed upon by the law firm of Torys LLP,  237 Park Avenue,  New York,  New York
10017.

Item 6.           Indemnification of Directors and Officers.
                  -----------------------------------------

                  Under  the  provisions  of  Article  VI  of  the  Articles  of
Incorporation of the Registrant, the Company is required to indemnify a director
or officer of the Company from and against any and all expenses and  liabilities
that may be imposed upon or incurred by him in  connection  with, or as a result
of, any proceeding in which he may become involved, as a party or otherwise,  by
reason of the fact that he is or was such a director, officer, employee or agent
of the Company, whether or not he continues to be such at the time such expenses
and liabilities shall have been imposed or incurred,  to the extent permitted by
the laws of the State of Nevada, as they may be amended from time to time.

                  Under  the  provisions  of  Article  V of the  By-laws  of the
Company,  the  Company is  required  to  indemnify  a director or officer of the
Company  from and  against  any and all  expenses  and  liabilities  that may be
imposed  upon or  incurred  by him in  connection  with,  or as a result of, any
proceeding in which he may become involved,  as a party or otherwise,  by reason
of the fact that he is or was such a director, officer, employee or agent of the
Company,  whether or not he continues  to be such at the time such  expenses and
liabilities shall have been imposed or incurred,  to the extent permitted by the
laws of the State of Nevada, as they may be amended from time to time.

                  Also under the  provisions  of Article V of the By-laws of the
Company, directors are entitled to advancement of expenses incurred in defending
any actions against which they have a right of indemnification  from the Company
provided  that, if the laws of Nevada  require,  advancement  of expenses may be
conditioned on an undertaking to repay if a final judicial decision is made that
the director is not entitled to indemnification.

Item 7.           Exemption from Registration Claimed.
                  -----------------------------------

                  Not applicable.

Item 8.           Exhibits.
                  --------

                  The Exhibits required to be filed as part of this Registration
Statement are listed in the attached Index to Exhibits.

Item 9.           Undertakings.
                  ------------

                  The  undersigned  Registrant  hereby  undertakes,   except  as
otherwise  specifically  provided in the rules of the  Securities  and  Exchange
Commission promulgated under the Securities Act of 1933:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

                             (i)    To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;

                            (ii)    To reflect in the prospectus any facts or
events arising after the effective date of this  Registration  Statement (or the
most recent  post-effective  amendment  hereof)  which,  individually  or in the
aggregate,  represent a fundamental  change in the information set forth in this
Registration Statement;

                           (iii)    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; provided, however, that paragraphs (1)(i) and (1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference 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.

                  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.

                  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 such Act 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 such Act and will
be governed by the final adjudication of such issue.
POWER OF ATTORNEY

                  The Registrant and each person whose  signature  appears below
hereby  appoints  the agent for service and Michael J.  Zwebner,  severally,  as
attorney-in-fact  with full power of  substitution to execute in the name and on
behalf of the Registrant and each such person, individually and in each capacity
stated  below,  one or  more  post-effective  amendments  to  this  Registration
Statement as the  attorney-in-fact  acting in the premises deems appropriate and
to file any such  amendment to this  Registration  Statement with the Securities
and Exchange Commission.

                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Miami Beach, State of Florida on the 17th day of
June, 2002.

                                  UNIVERSAL COMMUNICATION SYSTEMS, INC.

                                  By:  /s/  Michael J. Zwebner
                                       -------------------------
                                         Michael J. Zwebner
                                         Chief Executive Officer

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.
Signature                                      Title                       Date
                    ---------                                      -----                       ----
/s/ Michael J. Zwebner                             President and Chief Executive Officer   June 17, 2002
-------------------------------------              (Principal Executive Officer) and
Michael J. Zwebner                                 Director

/s/ Curtis Orgill                                  Chief Financial Officer (Principal      June 17, 2002
-----------------------------                      Financial and Accounting Officer) and
Curtis Orgill                                      Director

/s/ Ramsey Sweis                                   Director                                June 17, 2002
---------------------------
Ramsey Sweis

/s/ Alexander Walker, Jr.                          Director                                June 17, 2002
-----------------------------
Alexander Walker, Jr.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                  We hereby  consent to the  incorporation  by reference in this
Registration Statement on Form S-8 of World Wide Wireless  Communications,  Inc.
of our report  dated  January  14, 2002  appearing  in  Universal  Communication
Systems, Inc.'s (formerly World Wide Wireless  Communication,  Inc.) Form 10-KSB
for the fiscal year ended September 30, 2001.

                                           /s/  Reuben E. Price & Co.
                                           ----------------------------
                                           REUBEN E. PRICE AND COMPANY

San Francisco, California
June 12, 2002
CONSENT OF COUNSEL

                  The consent of Torys LLP is contained in its opinion  filed as
Exhibit 5 to this Registration Statement.
INDEX TO EXHIBITS

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

     4               -       Universal Communication Systems, Inc. 2002-A Stock
                             Compensation Plan
     5               -       Opinion of Torys LLP
     23(i)           -       Consent of Reuben E. Price & Co. (see "Consent of
                             Independent Certified Public Accountants" in the
                             Registration Statement)
     23(iii)         -       Consent of Torys LLP (contained in Exhibit 5)
     24              -       Power of Attorney (see "Power of Attorney" in the
                             Registration Statement)