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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                 WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                     04-2693383
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


         1241 EAST MAIN STREET
         STAMFORD, CONNECTICUT                              06902
(Address of principal executive offices)                 (Zip Code)


  WORLD WRESTLING FEDERATION ENTERTAINMENT, INC., 1999 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                                EDWARD L. KAUFMAN
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                 WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.
                              1241 EAST MAIN STREET
                           STAMFORD, CONNECTICUT 06902
                     (Name and address of agent for service)

                                 (203) 352-8600
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
     TITLE OF                        PROPOSED        PROPOSED        AMOUNT OF
    SECURITIES      AMOUNT TO BE     MAXIMUM          MAXIMUM       REGISTRATION
 TO BE REGISTERED    REGISTERED   OFFERING PRICE     AGGREGATE           FEE
                                    PER SHARE(1)   OFFERING PRICE
--------------------------------------------------------------------------------

Class A Common       10,000,050       20.88        $208,801,044      $55,123.48
Stock, par value
$.01 per share

================================================================================

      (1)  Estimated solely for the purpose of calculating the  registration fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low prices for the  Registrant's  Class A Common Stock  reported on
the NASDAQ National Market System on November 29, 1999.
--------------------------------------------------------------------------------

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the Registrant  with the Securities and
    Exchange  Commission  (the  "Commission")  pursuant to the Securities Act of
    1933, as amended (the "Securities  Act"), are incorporated by reference into
    this Registration Statement: (i) the prospectus filed with the Commission as
    part of the Registration  Statement on Form S-1,  originally filed on August
    3, 1999, as amended on September 10, 1999,  September 22, 1999,  October 13,
    1999 and October 15, 1999 (File No.  333-84327)  (the "Form S-1");  and (ii)
    the  description of the  Registrant's  Class A Common Stock contained in the
    Form S-1.

      All documents  subsequently  filed by the  Registrant  with the Commission
    pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange
    Act of  1934,  as  amended  (the  "Exchange  Act"),  after  the date of this
    Registration  Statement,  but  prior  to  the  filing  of  a  post-effective
    amendment to this Registration Statement which indicates that all securities
    offered by this  Registration  Statement have been sold or which deregisters
    all  such  securities  then  remaining   unsold,   shall  be  deemed  to  be
    incorporated by reference into this  Registration  Statement.  Each document
    incorporated by reference into this  Registration  Statement shall be deemed
    to be a part of this Registration  Statement from the date of filing of such
    document with the  Commission  until the  information  contained  therein is
    superseded  or  updated  by  any   subsequently   filed  document  which  is
    incorporated  by  reference  into  this  Registration  Statement  or by  any
    document  which  constitutes  part of the  prospectus  relating to the World
    Wrestling  Federation  Entertainment,  Inc. 1999  Long-Term  Incentive  Plan
    meeting the requirements of Section 10(a) of the Securities Act.

    ITEM 4. DESCRIPTION OF SECURITIES.

      The class of securities to be offered under this Registration Statement is
    registered under Section 12 of the Exchange Act.

    ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

    ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 102(b)(7) of the General  Corporation Law of the State of Delaware
    (the "DGCL") permits a corporation, in its certificate of incorporation,  to
    limit or eliminate  the  liability of  directors to the  corporation  or its
    stockholders for monetary damages for breaches of fiduciary duty, except for
    liability  (a) for any  breach  of the  director's  duty of  loyalty  to the
    corporation or its stockholders, (b) for acts or omissions not in good faith
    or which involve  intentional  misconduct or a knowing violation of law, (c)
    for the  unlawful  payment of a dividend  or an unlawful  stock  purchase or
    redemption  under Section 174 of the DGCL, or (d) for any  transaction  from
    which the director derived an improper  personal  benefit.  The Registrant's
    amended and restated certificate of incorporation will contain the following
    provision regarding the elimination of liability for its directors:

            The personal liability of the directors of the Corporation is hereby
            eliminated to the fullest extent  permitted by Section  102(b)(7) of
            the General  Corporation  Law of the State of Delaware,  as the same
            may be amended and supplemented.  Without limiting the generality of
            the  foregoing,  no  director  shall  be  personally  liable  to the
            Corporation  or any of its  stockholders  for  monetary  damages for
            breach of fiduciary duty as a director, except for liability (i) for
            any breach of the director's  duty of loyalty to the  Corporation or
            its  stockholders,  (ii) for acts or omissions  not in good faith or
            which involve intentional  misconduct or a knowing violation of law,
            (iii)  pursuant to Section 174 of the Delaware  General  Corporation
            Law, or (iv) for any transaction  from which the director derived an
            improper personal benefit.

    Under  Section 145 of the DGCL,  a  corporation  has the power to  indemnify
    directors  and  officers  under


                                     II - 1
<PAGE>

    certain  circumstances,  subject to certain  limitations,  against specified
    costs and expenses  actually and reasonably  incurred in connection  with an
    action,  suit or proceeding,  whether  civil,  criminal,  administrative  or
    investigative.   The  Registrant's   amended  and  restated  certificate  of
    incorporation  will contain a provision  that the  Registrant  indemnify any
    person  who  was or is  made  or is  threatened  to be  made a  party  or is
    otherwise  involved  in any  action,  suit  or  proceeding,  whether  civil,
    criminal,  administrative or investigative by reason of the fact that he, or
    a person  for whom he is the  legal  representative,  is or was a  director,
    officer,  employee  or agent of the  Registrant  or is or was serving at the
    request of the  Registrant  as a  director,  officer,  employee  or agent of
    another corporation or of a partnership, joint venture, trust, enterprise or
    non-profit entity, including service with respect to employee benefit plans,
    against all liability and loss suffered and expenses  reasonably incurred by
    such person.  Article VI of the  Registrant's  amended and restated  by-laws
    will contain  similar  provisions and will permit the Registrant to maintain
    insurance  on behalf of any  person  who is or was or has agreed to become a
    director or officer of the  Registrant,  or is or was serving at the request
    of  the  Registrant  as  a  director  or  officer  of  another  corporation,
    partnership,  joint venture, trust or other enterprise against any liability
    asserted  against  him and  incurred  by him or on his  behalf  in any  such
    capacity,  or  arising  out  of his  status  as  such,  whether  or not  the
    Registrant  would have the power to  indemnify  him against  such  liability
    under the provisions of the Registrant's by-laws. The underwriting agreement
    filed as an exhibit to the Registrant's  Registration Statement on Form S-1,
    originally  filed on August 3,  1999,  as  amended on  September  10,  1999,
    September  22,  1999,  October  13,  1999 and  October  15,  1999  (File No.
    333-84327), contains provisions pursuant to which each underwriter severally
    agrees to indemnify the  Registrant,  any person  controlling the registrant
    within the meaning of Section 15 of the  Securities Act or Section 20 of the
    Exchange  Act,  each  director of the  Registrant,  and each  officer of the
    Registrant who signs such Registration Statement with respect to information
    relating to such  underwriter  furnished  in writing by or on behalf of such
    underwriter expressly for use in such Registration Statement.


    ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      None.


    ITEM 8. EXHIBITS.

      The following  exhibits are filed herewith or incorporated by reference as
    part of this Registration Statement:

    EXHIBIT NO.                     DESCRIPTION
    -----------                     -----------

      4.1         Amended  and  Restated  Certificate  of  Incorporation  of the
                  Registrant  (incorporated  by  reference to Exhibit 3.2 to the
                  Registrant's  Registration  Statement on Form S-1,  originally
                  filed on August 3, 1999,  as amended on  September  10,  1999,
                  September  22,  1999,  October  13,  1999 and October 15, 1999
                  (File No.
                  333-84327)).

      4.2         Amended and Restated  By-Laws of the Registrant  (incorporated
                  by reference to Exhibit 3.4 to the  Registrant's  Registration
                  Statement on Form S-1,  originally filed on August 3, 1999, as
                  amended on September 10, 1999, September 22, 1999, October 13,
                  1999 and October 15, 1999 (File No. 333-84327)).

      5.1         Opinion of Kirkpatrick & Lockhart LLP.

      23.1        Consent of Deloitte & Touche LLP.

      23.3        Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
                  filed as Exhibit 5.1).

      24.1        Power of  Attorney (set forth on the signature  page  of  this
                  Registration Statement).


                                     II - 2
<PAGE>

    ITEM 9.  UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers of 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;

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

                    (iii) To include any  material  information  with respect to
                  the  plan of  distribution  not  previously  disclosed  in the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act, 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.

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

            (b) The undersigned  Registrant hereby undertakes that, for purposes
      of determining  any liability under the Securities Act, each filing of the
      Registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of
      the Exchange  Act that is  incorporated  by reference in the  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.

                                    * * *

            (h) Insofar as  indemnification  for  liabilities  arising under the
      Securities  Act 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
      Commission such  indemnification  is against public policy as expressed in
      the Securities 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 the  Securities  Act and will be governed by
      the final adjudication of such issue.



                                     II - 3
<PAGE>


                                   SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  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 Stanford,  State of Connecticut,  on December 3,
    1999.

                                  WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.

                                  By: /s/ Vincent K. McMahon
                                      ----------------------------------
                                      Vincent K. McMahon
                                      Chairman of the Board of Directors

      We, the undersigned  directors and officers of World Wrestling  Federation
    Entertainment,  Inc., do hereby constitute and appoint Edward L. Kaufman and
    Frank G. Serpe, or either of them, our true and lawful attorneys and agents,
    to do any and all acts and  things  in our  name  and on our  behalf  in our
    capacities as directors and officers and to execute any and all  instruments
    for us and in our  names  in the  capacities  indicated  below,  which  said
    attorneys and agents,  or either of them, may deem necessary or advisable to
    enable said  corporation  to comply with the  Securities  Act and any rules,
    regulations  and  requirements  of the  Commission,  in connection with this
    Registration  Statement,  including  specifically,  but without  limitation,
    power  and  authority  to  sign  for us or any  of us in  our  names  in the
    capacities indicated below, any and all amendments (including post-effective
    amendments)  hereto  and we do  hereby  ratify  and  confirm  all that  said
    attorneys  and  agents,  or either of them,  shall do or cause to be done by
    virtue hereof.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
    Statement  and the  foregoing  Power of  Attorney  have  been  signed by the
    following persons in the capacities and on the date(s) indicated:

          SIGNATURE                     CAPACITY                    DATE
          ---------                     --------                    ----

    /s/ Vincent K. McMahon      Chairman of the Board of        December 3, 1999
    --------------------------  Directors
    Vincent K. McMahon

    /s/ Linda E. McMahon        President and Chief Executive   December 3, 1999
    --------------------------  Officer (Principal Executive
    Linda E. McMahon            Officer) and a Director

    /s/ August J. Liguori       Executive Vice President and    December 3, 1999
    --------------------------  Chief Financial Officer
    August J. Liguori           (Principal Financial Officer)
                                and a Director

    /s/ Frank G. Serpe          Senior Vice President-Finance   December 3, 1999
    --------------------------  and Chief Accounting Officer
    Frank G. Serpe              (Principal Accounting Officer)

    /s/ Lowell P. Weicker, Jr.  Director                       November 29, 1999
    --------------------------
    Lowell P. Weicker, Jr.

    /s/ David Kenin             Director                       November 29, 1999
    --------------------------
    David Kenin

    /s/ Joseph Perkins          Director                       November 29, 1999
    --------------------------
    Joseph Perkins






                                     II - 4
<PAGE>

                                  EXHIBIT INDEX

    EXHIBIT NO.                DESCRIPTION
    -----------                -----------

        4.1     Amended  and  Restated   Certificate  of  Incorporation  of  the
                Registrant  (incorporated  by  reference  to Exhibit  3.2 to the
                Registrant's  Registration  Statement  on Form  S-1,  originally
                filed on August 3,  1999,  as  amended on  September  10,  1999,
                September 22, 1999,  October 13, 1999 and October 15, 1999 (File
                No. 333-84327)).

        4.2     Amended and Restated By-Laws of the Registrant  (incorporated by
                reference  to  Exhibit  3.4  to  the  Registrant's  Registration
                Statement on Form S-1,  originally  filed on August 3, 1999,  as
                amended on September 10, 1999,  September 22, 1999,  October 13,
                1999 and October 15, 1999 (File No. 333-84327)).

        5.1     Opinion of  Kirkpatrick & Lockhart LLP regarding the legality of
                the shares being registered hereunder.

        23.1    Consent of Deloitte & Touche LLP.

        23.3    Consent of  Kirkpatrick  & Lockhart LLP (included in the Opinion
                filed as Exhibit 5.1).

        24.1    Power  of  Attorney  (set  forth on the  signature  page of this
                Registration Statement).





                                     II - 5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20296}]
{"company-data": {"conformed-name": "WORLD WRESTLING FEDERATION ENTERTAINMENT INC", "cik": "0001091907", "assigned-sic": "7900", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92041", "film-number": "99768450"}, "business-address": {"street1": "1241 E MAIN ST", "city": "STAMFORD", "state": "CT", "zip": "06902", "phone": "2033528600"}, "mail-address": {"street1": "1241 E MAIN ST", "city": "STAMFORD", "state": "CT", "zip": "06902"}, "former-company": {"former-conformed-name": "WWFENTERTAINMENT INC", "date-changed": "19990727"}}
Registration No. 333-
                                                                        --------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                 WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                     04-2693383
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

         1241 EAST MAIN STREET
         STAMFORD, CONNECTICUT                              06902
(Address of principal executive offices)                 (Zip Code)

  WORLD WRESTLING FEDERATION ENTERTAINMENT, INC., 1999 LONG-TERM INCENTIVE PLAN
                            (Full title of the plan)

                                EDWARD L. KAUFMAN
                    SENIOR VICE PRESIDENT AND GENERAL COUNSEL
                 WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.
                              1241 EAST MAIN STREET
                           STAMFORD, CONNECTICUT 06902
                     (Name and address of agent for service)

                                 (203) 352-8600
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

================================================================================
     TITLE OF                        PROPOSED        PROPOSED        AMOUNT OF
    SECURITIES      AMOUNT TO BE     MAXIMUM          MAXIMUM       REGISTRATION
 TO BE REGISTERED    REGISTERED   OFFERING PRICE     AGGREGATE           FEE
                                    PER SHARE(1)   OFFERING PRICE
--------------------------------------------------------------------------------

Class A Common       10,000,050       20.88        $208,801,044      $55,123.48
Stock, par value
$.01 per share

================================================================================

      (1)  Estimated solely for the purpose of calculating the  registration fee
pursuant to Rule 457(h).  The fee is  calculated  on the basis of the average of
the high and low prices for the  Registrant's  Class A Common Stock  reported on
the NASDAQ National Market System on November 29, 1999.
--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents  filed by the Registrant  with the Securities and
    Exchange  Commission  (the  "Commission")  pursuant to the Securities Act of
    1933, as amended (the "Securities  Act"), are incorporated by reference into
    this Registration Statement: (i) the prospectus filed with the Commission as
    part of the Registration  Statement on Form S-1,  originally filed on August
    3, 1999, as amended on September 10, 1999,  September 22, 1999,  October 13,
    1999 and October 15, 1999 (File No.  333-84327)  (the "Form S-1");  and (ii)
    the  description of the  Registrant's  Class A Common Stock contained in the
    Form S-1.

      All documents  subsequently  filed by the  Registrant  with the Commission
    pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange
    Act of  1934,  as  amended  (the  "Exchange  Act"),  after  the date of this
    Registration  Statement,  but  prior  to  the  filing  of  a  post-effective
    amendment to this Registration Statement which indicates that all securities
    offered by this  Registration  Statement have been sold or which deregisters
    all  such  securities  then  remaining   unsold,   shall  be  deemed  to  be
    incorporated by reference into this  Registration  Statement.  Each document
    incorporated by reference into this  Registration  Statement shall be deemed
    to be a part of this Registration  Statement from the date of filing of such
    document with the  Commission  until the  information  contained  therein is
    superseded  or  updated  by  any   subsequently   filed  document  which  is
    incorporated  by  reference  into  this  Registration  Statement  or by  any
    document  which  constitutes  part of the  prospectus  relating to the World
    Wrestling  Federation  Entertainment,  Inc. 1999  Long-Term  Incentive  Plan
    meeting the requirements of Section 10(a) of the Securities Act.

    ITEM 4. DESCRIPTION OF SECURITIES.

      The class of securities to be offered under this Registration Statement is
    registered under Section 12 of the Exchange Act.

    ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

    ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 102(b)(7) of the General  Corporation Law of the State of Delaware
    (the "DGCL") permits a corporation, in its certificate of incorporation,  to
    limit or eliminate  the  liability of  directors to the  corporation  or its
    stockholders for monetary damages for breaches of fiduciary duty, except for
    liability  (a) for any  breach  of the  director's  duty of  loyalty  to the
    corporation or its stockholders, (b) for acts or omissions not in good faith
    or which involve  intentional  misconduct or a knowing violation of law, (c)
    for the  unlawful  payment of a dividend  or an unlawful  stock  purchase or
    redemption  under Section 174 of the DGCL, or (d) for any  transaction  from
    which the director derived an improper  personal  benefit.  The Registrant's
    amended and restated certificate of incorporation will contain the following
    provision regarding the elimination of liability for its directors:

            The personal liability of the directors of the Corporation is hereby
            eliminated to the fullest extent  permitted by Section  102(b)(7) of
            the General  Corporation  Law of the State of Delaware,  as the same
            may be amended and supplemented.  Without limiting the generality of
            the  foregoing,  no  director  shall  be  personally  liable  to the
            Corporation  or any of its  stockholders  for  monetary  damages for
            breach of fiduciary duty as a director, except for liability (i) for
            any breach of the director's  duty of loyalty to the  Corporation or
            its  stockholders,  (ii) for acts or omissions  not in good faith or
            which involve intentional  misconduct or a knowing violation of law,
            (iii)  pursuant to Section 174 of the Delaware  General  Corporation
            Law, or (iv) for any transaction  from which the director derived an
            improper personal benefit.

    Under  Section 145 of the DGCL,  a  corporation  has the power to  indemnify
    directors  and  officers  under

                                     II - 1
certain  circumstances,  subject to certain  limitations,  against specified
    costs and expenses  actually and reasonably  incurred in connection  with an
    action,  suit or proceeding,  whether  civil,  criminal,  administrative  or
    investigative.   The  Registrant's   amended  and  restated  certificate  of
    incorporation  will contain a provision  that the  Registrant  indemnify any
    person  who  was or is  made  or is  threatened  to be  made a  party  or is
    otherwise  involved  in any  action,  suit  or  proceeding,  whether  civil,
    criminal,  administrative or investigative by reason of the fact that he, or
    a person  for whom he is the  legal  representative,  is or was a  director,
    officer,  employee  or agent of the  Registrant  or is or was serving at the
    request of the  Registrant  as a  director,  officer,  employee  or agent of
    another corporation or of a partnership, joint venture, trust, enterprise or
    non-profit entity, including service with respect to employee benefit plans,
    against all liability and loss suffered and expenses  reasonably incurred by
    such person.  Article VI of the  Registrant's  amended and restated  by-laws
    will contain  similar  provisions and will permit the Registrant to maintain
    insurance  on behalf of any  person  who is or was or has agreed to become a
    director or officer of the  Registrant,  or is or was serving at the request
    of  the  Registrant  as  a  director  or  officer  of  another  corporation,
    partnership,  joint venture, trust or other enterprise against any liability
    asserted  against  him and  incurred  by him or on his  behalf  in any  such
    capacity,  or  arising  out  of his  status  as  such,  whether  or not  the
    Registrant  would have the power to  indemnify  him against  such  liability
    under the provisions of the Registrant's by-laws. The underwriting agreement
    filed as an exhibit to the Registrant's  Registration Statement on Form S-1,
    originally  filed on August 3,  1999,  as  amended on  September  10,  1999,
    September  22,  1999,  October  13,  1999 and  October  15,  1999  (File No.
    333-84327), contains provisions pursuant to which each underwriter severally
    agrees to indemnify the  Registrant,  any person  controlling the registrant
    within the meaning of Section 15 of the  Securities Act or Section 20 of the
    Exchange  Act,  each  director of the  Registrant,  and each  officer of the
    Registrant who signs such Registration Statement with respect to information
    relating to such  underwriter  furnished  in writing by or on behalf of such
    underwriter expressly for use in such Registration Statement.

    ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      None.

    ITEM 8. EXHIBITS.

      The following  exhibits are filed herewith or incorporated by reference as
    part of this Registration Statement:

    EXHIBIT NO.                     DESCRIPTION
    -----------                     -----------

      4.1         Amended  and  Restated  Certificate  of  Incorporation  of the
                  Registrant  (incorporated  by  reference to Exhibit 3.2 to the
                  Registrant's  Registration  Statement on Form S-1,  originally
                  filed on August 3, 1999,  as amended on  September  10,  1999,
                  September  22,  1999,  October  13,  1999 and October 15, 1999
                  (File No.
                  333-84327)).

      4.2         Amended and Restated  By-Laws of the Registrant  (incorporated
                  by reference to Exhibit 3.4 to the  Registrant's  Registration
                  Statement on Form S-1,  originally filed on August 3, 1999, as
                  amended on September 10, 1999, September 22, 1999, October 13,
                  1999 and October 15, 1999 (File No. 333-84327)).

      5.1         Opinion of Kirkpatrick & Lockhart LLP.

      23.1        Consent of Deloitte & Touche LLP.

      23.3        Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
                  filed as Exhibit 5.1).

      24.1        Power of  Attorney (set forth on the signature  page  of  this
                  Registration Statement).

                                     II - 2
ITEM 9.  UNDERTAKINGS.

            (a)  The undersigned Registrant hereby undertakes:

            (1) To file,  during any  period in which  offers of 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;

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

                    (iii) To include any  material  information  with respect to
                  the  plan of  distribution  not  previously  disclosed  in the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

            (2) That,  for the purpose of  determining  any liability  under the
      Securities Act, 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.

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

            (b) The undersigned  Registrant hereby undertakes that, for purposes
      of determining  any liability under the Securities Act, each filing of the
      Registrant's  annual report  pursuant to Section 13(a) or Section 15(d) of
      the Exchange  Act that is  incorporated  by reference in the  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.

                                    * * *

            (h) Insofar as  indemnification  for  liabilities  arising under the
      Securities  Act 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
      Commission such  indemnification  is against public policy as expressed in
      the Securities 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 the  Securities  Act and will be governed by
      the final adjudication of such issue.

                                     II - 3
SIGNATURES

      Pursuant  to  the  requirements  of the  Securities  Act,  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 Stanford,  State of Connecticut,  on December 3,
    1999.

                                  WORLD WRESTLING FEDERATION ENTERTAINMENT, INC.

                                  By: /s/ Vincent K. McMahon
                                      ----------------------------------
                                      Vincent K. McMahon
                                      Chairman of the Board of Directors

      We, the undersigned  directors and officers of World Wrestling  Federation
    Entertainment,  Inc., do hereby constitute and appoint Edward L. Kaufman and
    Frank G. Serpe, or either of them, our true and lawful attorneys and agents,
    to do any and all acts and  things  in our  name  and on our  behalf  in our
    capacities as directors and officers and to execute any and all  instruments
    for us and in our  names  in the  capacities  indicated  below,  which  said
    attorneys and agents,  or either of them, may deem necessary or advisable to
    enable said  corporation  to comply with the  Securities  Act and any rules,
    regulations  and  requirements  of the  Commission,  in connection with this
    Registration  Statement,  including  specifically,  but without  limitation,
    power  and  authority  to  sign  for us or any  of us in  our  names  in the
    capacities indicated below, any and all amendments (including post-effective
    amendments)  hereto  and we do  hereby  ratify  and  confirm  all that  said
    attorneys  and  agents,  or either of them,  shall do or cause to be done by
    virtue hereof.

      Pursuant to the  requirements  of the  Securities  Act, this  Registration
    Statement  and the  foregoing  Power of  Attorney  have  been  signed by the
    following persons in the capacities and on the date(s) indicated:

          SIGNATURE                     CAPACITY                    DATE
          ---------                     --------                    ----

    /s/ Vincent K. McMahon      Chairman of the Board of        December 3, 1999
    --------------------------  Directors
    Vincent K. McMahon

    /s/ Linda E. McMahon        President and Chief Executive   December 3, 1999
    --------------------------  Officer (Principal Executive
    Linda E. McMahon            Officer) and a Director

    /s/ August J. Liguori       Executive Vice President and    December 3, 1999
    --------------------------  Chief Financial Officer
    August J. Liguori           (Principal Financial Officer)
                                and a Director

    /s/ Frank G. Serpe          Senior Vice President-Finance   December 3, 1999
    --------------------------  and Chief Accounting Officer
    Frank G. Serpe              (Principal Accounting Officer)

    /s/ Lowell P. Weicker, Jr.  Director                       November 29, 1999
    --------------------------
    Lowell P. Weicker, Jr.

    /s/ David Kenin             Director                       November 29, 1999
    --------------------------
    David Kenin

    /s/ Joseph Perkins          Director                       November 29, 1999
    --------------------------
    Joseph Perkins

                                     II - 4
EXHIBIT INDEX

    EXHIBIT NO.                DESCRIPTION
    -----------                -----------

        4.1     Amended  and  Restated   Certificate  of  Incorporation  of  the
                Registrant  (incorporated  by  reference  to Exhibit  3.2 to the
                Registrant's  Registration  Statement  on Form  S-1,  originally
                filed on August 3,  1999,  as  amended on  September  10,  1999,
                September 22, 1999,  October 13, 1999 and October 15, 1999 (File
                No. 333-84327)).

        4.2     Amended and Restated By-Laws of the Registrant  (incorporated by
                reference  to  Exhibit  3.4  to  the  Registrant's  Registration
                Statement on Form S-1,  originally  filed on August 3, 1999,  as
                amended on September 10, 1999,  September 22, 1999,  October 13,
                1999 and October 15, 1999 (File No. 333-84327)).

        5.1     Opinion of  Kirkpatrick & Lockhart LLP regarding the legality of
                the shares being registered hereunder.

        23.1    Consent of Deloitte & Touche LLP.

        23.3    Consent of  Kirkpatrick  & Lockhart LLP (included in the Opinion
                filed as Exhibit 5.1).

        24.1    Power  of  Attorney  (set  forth on the  signature  page of this
                Registration Statement).

                                     II - 5