AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 2008

                                               REGISTRATION NO. 333- __________


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                    WORLDWATER AND SOLAR TECHNOLOGIES CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

       DELAWARE                                        33-0123045
(STATE OF INCORPORATION)                 (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
------------------------                 ---------------------------------------

                               200 LUDLOW DRIVE
                           EWING, NEW JERSEY 08638

   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                     WORLDWATER AND SOLAR TECHNOLGIES CORP.
               1999 INCENTIVE STOCK PLAN, AS AMENDED AND RESTATED

                            (FULL TITLE OF THE PLAN)

                                 FRANK W. SMITH
                            CHIEF EXECUTIVE OFFICER
                     WORLDWATER & SOLAR TECHNOLOGIES CORP.
                                 (609) 818-0700

(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   Copies to:
                                STEPHEN A. SALVO
                         SALVO LANDAU GRUEN AND ROGERS
                             510 TOWNSHIP LINE ROAD
                         BLUE BELL, PENNSYLVANIA 19422
                                 (215) 653-0110



LARGE ACCELERATED FILER                      ACCELERATED FILER    X
                        ----                                     ---
NON-ACCELERATED FILER                        SMALLER REPORTING COMPANY
                      ----                                             ----

<PAGE>
                        CALCULATION OF REGISTRATION FEE

                                      PROPOSED        PROPOSED
TITLE OF              TOTALS          MAXIMUM         MAXIMUM
EACH CLASS            SHARES          OFFERING        AGGREGATE      AMOUNT OF
OF SECURITIES TO      TO BE           PRICE           OFFERING     REGISTRATION
BE REGISTERED       REGISTERED(1)     PER SHARE (2)   PRICE            FEE
--------------------------------------------------------------------------------
Common Stock, par value $.001 per share:  Reserved for future issuance under the
Fifth Amendment and Restatement of the WorldWater and Solar Technologies Corp.
1999 Incentive Stock Option Plan

                     25,000,000         $0.565       $14,125,000     $555.11
--------------------------------------------------------------------------------

(1)     Pursuant  to  Rule  416(a)  under the Securities Act of 1933, as amended
(the  "Securities  Act"),  this  Registration  Statement  shall  also  cover any
additional  shares  of  the Registrant's Common Stock that become issuable under
the  Company's  1999  Incentive  Stock  Option Plan, as amended and restated, by
reason  of  any  stock  dividend, stock split, recapitalization or other similar
transaction  effected without receipt of consideration that increases the number
of  outstanding  shares  of  Registrant's  Common  Stock.

(2)     Estimated  in  accordance  with  Rule  457(c)  under the Securities Act,
solely  for the purpose of computing the amount of the registration fee based on
the  average  of the high and low prices per share of the Company's Common Stock
as  reported  by  the  Nasdaq  Over The Counter Bulletin Board on July 14, 2008,
which  was  $0.565  per  share.

<PAGE>

                                EXPLANATORY NOTE
                                ----------------

This Registration  Statement is filed pursuant to general instruction E to Form
S-8  under the Securities Act, as amended, with respect to 25,000,000 additional
shares  of  Common  Stock  that  may  be  issued  under the WorldWater and Solar
Technologies  Corp.  1999  Incentive  Stock Option Plan, as amended and restated
(the  "Plan"),  as  a  result  of  the  approval by our stockholders at the 2008
Special  Meeting of Stockholders to increase the number of shares authorized for
issuance  under the Plan from 25,000,000 to 50,000,000. The contents of our Form
S-8 Registration Statement, relating to the same employee benefit plan and filed
with the Securities and Exchange Commission on January 24, 2000 (No. 333-95253),
is  hereby  incorporated  by  reference.




                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission.

<PAGE>

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE
             ---------------------------------------
The following documents previously filed by WorldWater and Solar Technologies
Corp.  (the "Company" or the "Registrant") with the Securities and Exchange
Commission (the "SEC") are hereby incorporated by reference in this registration
statement on Form S-8 (other than information in a report on Form 8-K that is
"furnished" and not "filed" pursuant to Form 8-K and except as may be noted in
any such Form 8-K and exhibits filed on such form that are related to such
information):


     1.     Annual report on Form 10-K pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") for the fiscal year ended
December 31, 2007, filed with the SEC on March 28, 2008.


     2.     Definitive Proxy Statement pursuant to Section 14(a) of the Exchange
Act, filed with the SEC on May 15, 2008.


     3.     Quarterly report on Form 10-Q pursuant to Section 13 of the Exchange
Act for the quarter ended March 31, 2007, filed with the SEC on May 19, 2008.

     4.     Registration Statement on Form S-1 pursuant to the Securities Act,
filed with the SEC on July 2, 2008.

     5.     Current Reports on Form 8-K filed with the SEC on January 23, 2007,
February 9, 2007, April 13, 2007, April 17, 2007, May 7, 2007, May 10, 2007,
May 30, 2007, September 12, 2007, October 3, 2007, October 5, 2007, November 2,
2007, November 9, 2007, January 31, 2008, February 19, 2008, February 26, 2008,
March 3, 2008, March 13, 2008, March 24, 2008, April 1, 2008, April 11, 2008,
April 30, 2008, May 19, 2008, May 20, 2008, June 13, 2008 and June 26, 2008.

     6.    The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-8, filed with the SEC on
January 24, 2000 (File No. 333- 95253) registering such shares pursuant to
Section 12 of the Exchange Act, including any amendment or report updating such
descriptions.

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

     The documents incorporated by reference herein contain forward-looking
    -----------------------------------------------------------------------
statements that involve risks and uncertainties.  The Company's actual results
------------------------------------------------------------------------------
may differ significantly from the results discussed in the forward-looking
--------------------------------------------------------------------------
statements.  Factors that might cause such a difference include, but are not
----------------------------------------------------------------------------
limited to, the risks identified in the respective documents incorporated by
----------------------------------------------------------------------------
reference.
----------

<PAGE>


ITEM 8.   EXHIBITS
          --------

Exhibit
Number    Description
-------------------------------------------------------------------------------
4.1*      WorldWater and Solar Technologies Corp. Fifth Amendment and
          Restatement of the 1999 Incentive Stock Option Plan

5.1       Opinion of Salvo Landau Gruen & Rogers

23.1      Consent of Independent Registered Public Accounting Firm -- Amper,
          Politziner & Mattia, P.C.

23.2      Consent of Salvo Landau Gruen & Rogers (contained in Exhibit 5.1)



* Incorporated herein by reference to Appendix D of the Company's Proxy
Statement pursuant to Section 14(a) of the Exchange Act, filed with the SEC on
May 15, 2008.


<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 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 Ewing, State of New Jersey, on July 15, 2008.


                                WORLDWATER AND SOLAR TECHNOLOGIES CORP.

                                By:     /s/ Frank W. Smith
                                     --------------------------------
                                        Frank W. Smith
                                        Chief Executive Officer and Director



<PAGE>


                               POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Frank W. Smith, Chief Executive
Officer, and James Vittor, Chief Accounting Officer and Corporate Controller,
and each of them, individually, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for him and in his
name, place and stead in any and all capacities, in connection with this
Registration Statement, including to sign in the name and on behalf of the
undersigned, this Registration Statement and any and all amendments thereto,
including post-effective amendments and registrations filed pursuant to Rule 462
under the U.S. Securities Act of 1933, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto such attorneys-in-fact and agents 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 do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or his substitute, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:


SIGNATURE                         TITLE                           DATE


/s/ David Anthony                 DIRECTOR                    JULY 15, 2008
----------------------------
   David Anthony

                                  DIRECTOR                    JULY __, 2008
----------------------------
   David Gelbaum


/s/ Walter Hesse                  DIRECTOR                    JULY 16, 2008
----------------------------
  Dr. Walter Hesse


/s/ Hong Hou                      DIRECTOR                    JULY 15, 2008
----------------------------
  Dr. Hong Hou


/s/ Quentin T. Kelly              DIRECTOR                    JULY 21, 2008
----------------------------
  Quentin T. Kelly

                                  DIRECTOR                    JULY __, 2008
----------------------------
  Reuben F. Richards, Jr.



<PAGE>

                               INDEX TO EXHIBITS

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

4.1*          WorldWater and Solar Technologies Corp. Fifth Amendment and
              Restatement of the 1999 Incentive Stock Option Plan

5.1           Opinion of Salvo Landau Gruen & Rogers

23.1          Consent of Independent Registered Public Accounting Firm -- Amper,
              Politziner & Mattia, P.C.

23.2          Consent of Salvo Landau Gruen & Rogers (contained in Exhibit 5.1)


*   Incorporated herein by reference to Appendix D of the Company's Proxy
    Statement pursuant to Section 14(a) of the Securities Exchange Act of
    1934, filed with the SEC on May 15, 2008.
[{"type": "S-8", "sequence": "1", "filename": "wwats-87182008.txt", "description": "WWAT S-8 REG STATEMENT 7-18-2008", "secsgml_size_bytes": 13033}]
{"company-data": {"conformed-name": "WORLDWATER & SOLAR TECHNOLOGIES CORP.", "cik": "0000811271", "assigned-sic": "3561", "irs-number": "330123045", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-152429", "film-number": "08961182"}, "business-address": {"street1": "200 LUDLOW DRIVE", "city": "EWING", "state": "NJ", "zip": "08638", "phone": "6098180700"}, "mail-address": {"street1": "200 LUDLOW DRIVE", "city": "EWING", "state": "NJ", "zip": "08638"}, "former-company": [{"former-conformed-name": "WORLDWATER & POWER CORP", "date-changed": "20051110"}, {"former-conformed-name": "WORLDWATER CORP", "date-changed": "19971027"}, {"former-conformed-name": "GOLDEN BEVERAGE COMPANY", "date-changed": "19920703"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 2008

                                               REGISTRATION NO. 333- __________

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                    WORLDWATER AND SOLAR TECHNOLOGIES CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

       DELAWARE                                        33-0123045
(STATE OF INCORPORATION)                 (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
------------------------                 ---------------------------------------

                               200 LUDLOW DRIVE
                           EWING, NEW JERSEY 08638

   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                     WORLDWATER AND SOLAR TECHNOLGIES CORP.
               1999 INCENTIVE STOCK PLAN, AS AMENDED AND RESTATED

                            (FULL TITLE OF THE PLAN)

                                 FRANK W. SMITH
                            CHIEF EXECUTIVE OFFICER
                     WORLDWATER & SOLAR TECHNOLOGIES CORP.
                                 (609) 818-0700

(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   Copies to:
                                STEPHEN A. SALVO
                         SALVO LANDAU GRUEN AND ROGERS
                             510 TOWNSHIP LINE ROAD
                         BLUE BELL, PENNSYLVANIA 19422
                                 (215) 653-0110

LARGE ACCELERATED FILER                      ACCELERATED FILER    X
                        ----                                     ---
NON-ACCELERATED FILER                        SMALLER REPORTING COMPANY
                      ----                                             ----
CALCULATION OF REGISTRATION FEE

                                      PROPOSED        PROPOSED
TITLE OF              TOTALS          MAXIMUM         MAXIMUM
EACH CLASS            SHARES          OFFERING        AGGREGATE      AMOUNT OF
OF SECURITIES TO      TO BE           PRICE           OFFERING     REGISTRATION
BE REGISTERED       REGISTERED(1)     PER SHARE (2)   PRICE            FEE
--------------------------------------------------------------------------------
Common Stock, par value $.001 per share:  Reserved for future issuance under the
Fifth Amendment and Restatement of the WorldWater and Solar Technologies Corp.
1999 Incentive Stock Option Plan

                     25,000,000         $0.565       $14,125,000     $555.11
--------------------------------------------------------------------------------

(1)     Pursuant  to  Rule  416(a)  under the Securities Act of 1933, as amended
(the  "Securities  Act"),  this  Registration  Statement  shall  also  cover any
additional  shares  of  the Registrant's Common Stock that become issuable under
the  Company's  1999  Incentive  Stock  Option Plan, as amended and restated, by
reason  of  any  stock  dividend, stock split, recapitalization or other similar
transaction  effected without receipt of consideration that increases the number
of  outstanding  shares  of  Registrant's  Common  Stock.

(2)     Estimated  in  accordance  with  Rule  457(c)  under the Securities Act,
solely  for the purpose of computing the amount of the registration fee based on
the  average  of the high and low prices per share of the Company's Common Stock
as  reported  by  the  Nasdaq  Over The Counter Bulletin Board on July 14, 2008,
which  was  $0.565  per  share.
EXPLANATORY NOTE
                                ----------------

This Registration  Statement is filed pursuant to general instruction E to Form
S-8  under the Securities Act, as amended, with respect to 25,000,000 additional
shares  of  Common  Stock  that  may  be  issued  under the WorldWater and Solar
Technologies  Corp.  1999  Incentive  Stock Option Plan, as amended and restated
(the  "Plan"),  as  a  result  of  the  approval by our stockholders at the 2008
Special  Meeting of Stockholders to increase the number of shares authorized for
issuance  under the Plan from 25,000,000 to 50,000,000. The contents of our Form
S-8 Registration Statement, relating to the same employee benefit plan and filed
with the Securities and Exchange Commission on January 24, 2000 (No. 333-95253),
is  hereby  incorporated  by  reference.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE
             ---------------------------------------
The following documents previously filed by WorldWater and Solar Technologies
Corp.  (the "Company" or the "Registrant") with the Securities and Exchange
Commission (the "SEC") are hereby incorporated by reference in this registration
statement on Form S-8 (other than information in a report on Form 8-K that is
"furnished" and not "filed" pursuant to Form 8-K and except as may be noted in
any such Form 8-K and exhibits filed on such form that are related to such
information):

     1.     Annual report on Form 10-K pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") for the fiscal year ended
December 31, 2007, filed with the SEC on March 28, 2008.

     2.     Definitive Proxy Statement pursuant to Section 14(a) of the Exchange
Act, filed with the SEC on May 15, 2008.

     3.     Quarterly report on Form 10-Q pursuant to Section 13 of the Exchange
Act for the quarter ended March 31, 2007, filed with the SEC on May 19, 2008.

     4.     Registration Statement on Form S-1 pursuant to the Securities Act,
filed with the SEC on July 2, 2008.

     5.     Current Reports on Form 8-K filed with the SEC on January 23, 2007,
February 9, 2007, April 13, 2007, April 17, 2007, May 7, 2007, May 10, 2007,
May 30, 2007, September 12, 2007, October 3, 2007, October 5, 2007, November 2,
2007, November 9, 2007, January 31, 2008, February 19, 2008, February 26, 2008,
March 3, 2008, March 13, 2008, March 24, 2008, April 1, 2008, April 11, 2008,
April 30, 2008, May 19, 2008, May 20, 2008, June 13, 2008 and June 26, 2008.

     6.    The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-8, filed with the SEC on
January 24, 2000 (File No. 333- 95253) registering such shares pursuant to
Section 12 of the Exchange Act, including any amendment or report updating such
descriptions.

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

     The documents incorporated by reference herein contain forward-looking
    -----------------------------------------------------------------------
statements that involve risks and uncertainties.  The Company's actual results
------------------------------------------------------------------------------
may differ significantly from the results discussed in the forward-looking
--------------------------------------------------------------------------
statements.  Factors that might cause such a difference include, but are not
----------------------------------------------------------------------------
limited to, the risks identified in the respective documents incorporated by
----------------------------------------------------------------------------
reference.
----------
ITEM 8.   EXHIBITS
          --------

Exhibit
Number    Description
-------------------------------------------------------------------------------
4.1*      WorldWater and Solar Technologies Corp. Fifth Amendment and
          Restatement of the 1999 Incentive Stock Option Plan

5.1       Opinion of Salvo Landau Gruen & Rogers

23.1      Consent of Independent Registered Public Accounting Firm -- Amper,
          Politziner & Mattia, P.C.

23.2      Consent of Salvo Landau Gruen & Rogers (contained in Exhibit 5.1)

* Incorporated herein by reference to Appendix D of the Company's Proxy
Statement pursuant to Section 14(a) of the Exchange Act, filed with the SEC on
May 15, 2008.
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 Ewing, State of New Jersey, on July 15, 2008.

                                WORLDWATER AND SOLAR TECHNOLOGIES CORP.

                                By:     /s/ Frank W. Smith
                                     --------------------------------
                                        Frank W. Smith
                                        Chief Executive Officer and Director
POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Frank W. Smith, Chief Executive
Officer, and James Vittor, Chief Accounting Officer and Corporate Controller,
and each of them, individually, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for him and in his
name, place and stead in any and all capacities, in connection with this
Registration Statement, including to sign in the name and on behalf of the
undersigned, this Registration Statement and any and all amendments thereto,
including post-effective amendments and registrations filed pursuant to Rule 462
under the U.S. Securities Act of 1933, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto such attorneys-in-fact and agents 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 do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or his substitute, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:

SIGNATURE                         TITLE                           DATE

/s/ David Anthony                 DIRECTOR                    JULY 15, 2008
----------------------------
   David Anthony

                                  DIRECTOR                    JULY __, 2008
----------------------------
   David Gelbaum

/s/ Walter Hesse                  DIRECTOR                    JULY 16, 2008
----------------------------
  Dr. Walter Hesse

/s/ Hong Hou                      DIRECTOR                    JULY 15, 2008
----------------------------
  Dr. Hong Hou

/s/ Quentin T. Kelly              DIRECTOR                    JULY 21, 2008
----------------------------
  Quentin T. Kelly

                                  DIRECTOR                    JULY __, 2008
----------------------------
  Reuben F. Richards, Jr.
INDEX TO EXHIBITS

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

4.1*          WorldWater and Solar Technologies Corp. Fifth Amendment and
              Restatement of the 1999 Incentive Stock Option Plan

5.1           Opinion of Salvo Landau Gruen & Rogers

23.1          Consent of Independent Registered Public Accounting Firm -- Amper,
              Politziner & Mattia, P.C.

23.2          Consent of Salvo Landau Gruen & Rogers (contained in Exhibit 5.1)

*   Incorporated herein by reference to Appendix D of the Company's Proxy
    Statement pursuant to Section 14(a) of the Securities Exchange Act of
    1934, filed with the SEC on May 15, 2008.