AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 2006.
                              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 12F
                           MIAMI BEACH, FLORIDA 33139
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                      UNIVERSAL COMMUNICATION SYSTEMS, INC.
                          2006 STOCK COMPENSATION PLAN
                            (FULL TITLE OF THE PLAN)


                               MICHAEL J. ZWEBNER
                                AGENT FOR SERVICE
                      UNIVERSAL COMMUNICATION SYSTEMS, INC.
                                 407 LINCOLN RD
                                    SUITE 12F
                           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 LLP
                                 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               50,000,000              $0.00365                 $182,500                  $20
 ($.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
     November 20, 2006, 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) through (f) 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, 2005.

                  (b) The Company's Quarterly Report on Form 10-QSB for the
quarter ended December 31, 2005.

                  (c) The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 2006.

                  (d) The Company's Quarterly Report on Form 10-QSB/A for the
quarter ended June 30, 2006.

                  (e) 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


<PAGE>


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


<PAGE>


(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 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

                    21st day of November, 2006.



                                           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               November 21st, 2006
-------------------------          Officer (Principal Executive Officer)
Michael J. Zwebner                 and Director

/s/ Curtis Orgill                  Chief Financial Officer (Principal          November 21st, 2006
-------------------------          Financial and Accounting Officer) and
Curtis Orgil                       Director

/s/ Ramsey Sweis                   Director                                    November 21st, 2006
------------------------
Ramsey Sweis

/s/ Alexander Walker, Jr.          Director                                    November 21st, 2006
-------------------------
Alexander Walker, Jr.

</TABLE>



<PAGE>


                                INDEX TO EXHIBITS



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

 4               -       Universal Communication Systems, Inc. 2006 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": "ucsi_s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14438}]
{"company-data": {"conformed-name": "UNIVERSAL COMMUNICATION SYSTEMS INC", "cik": "0001098207", "assigned-sic": "3585", "irs-number": "860887822", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-138876", "film-number": "061233415"}, "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 NOVEMBER 21, 2006.
                              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 12F
                           MIAMI BEACH, FLORIDA 33139
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                      UNIVERSAL COMMUNICATION SYSTEMS, INC.
                          2006 STOCK COMPENSATION PLAN
                            (FULL TITLE OF THE PLAN)

                               MICHAEL J. ZWEBNER
                                AGENT FOR SERVICE
                      UNIVERSAL COMMUNICATION SYSTEMS, INC.
                                 407 LINCOLN RD
                                    SUITE 12F
                           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 LLP
                                 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               50,000,000              $0.00365                 $182,500                  $20
 ($.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
     November 20, 2006, 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) through (f) 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, 2005.

                  (b) The Company's Quarterly Report on Form 10-QSB for the
quarter ended December 31, 2005.

                  (c) The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 2006.

                  (d) The Company's Quarterly Report on Form 10-QSB/A for the
quarter ended June 30, 2006.

                  (e) 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 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

                    21st day of November, 2006.

                                           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               November 21st, 2006
-------------------------          Officer (Principal Executive Officer)
Michael J. Zwebner                 and Director

/s/ Curtis Orgill                  Chief Financial Officer (Principal          November 21st, 2006
-------------------------          Financial and Accounting Officer) and
Curtis Orgil                       Director

/s/ Ramsey Sweis                   Director                                    November 21st, 2006
------------------------
Ramsey Sweis

/s/ Alexander Walker, Jr.          Director                                    November 21st, 2006
-------------------------
Alexander Walker, Jr.
INDEX TO EXHIBITS

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

 4               -       Universal Communication Systems, Inc. 2006 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)