As filed with the Securities and Exchange Commission on February 21st, 2003.
                             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-B 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, 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               5,000,000              $0.055                     $275,000             $ 25.30
 ($.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 February
18th, 2003, 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, 2002.

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

                  (c) 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 February, 2003.



                                           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               February 19th, 2003
-------------------------          Officer (Principal Executive Officer)
Michael J. Zwebner                 and Director

/s/ Curtis Orgil                   Chief Financial Officer (Principal          February 19th, 2003
-------------------------          Financial and Accounting Officer) and
Curtis Orgil                       Director

/s/ Ramsey Sweis                   Director                                    February 19th, 2003
------------------------
Ramsey Sweis

/s/ Alexander Walker, Jr.          Director                                    February 19th, 2003
-------------------------
Alexander Walker, Jr.
</TABLE>


<PAGE>



                                INDEX TO EXHIBITS



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

 4               -       Universal Communication Systems, Inc. 2002-B 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": 14525}]
{"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": "333-103367", "film-number": "03575894"}, "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 February 21st, 2003.
                             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-B 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, 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               5,000,000              $0.055                     $275,000             $ 25.30
 ($.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 February
18th, 2003, 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, 2002.

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

                  (c) 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 February, 2003.

                                           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               February 19th, 2003
-------------------------          Officer (Principal Executive Officer)
Michael J. Zwebner                 and Director

/s/ Curtis Orgil                   Chief Financial Officer (Principal          February 19th, 2003
-------------------------          Financial and Accounting Officer) and
Curtis Orgil                       Director

/s/ Ramsey Sweis                   Director                                    February 19th, 2003
------------------------
Ramsey Sweis

/s/ Alexander Walker, Jr.          Director                                    February 19th, 2003
-------------------------
Alexander Walker, Jr.
INDEX TO EXHIBITS

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

 4               -       Universal Communication Systems, Inc. 2002-B 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)