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

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

                                    FORM S-8

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

                       WORLD WRESTLING ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S>                                                                      <C>

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

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


        WORLD WRESTLING ENTERTAINMENT, INC., EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                EDWARD L. KAUFMAN
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                       WORLD WRESTLING 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

<TABLE>
<CAPTION>
<S>                               <C>                   <C>                   <C>                         <C>

=======================================================================================================================
           TITLE OF                                    PROPOSED MAXIMUM       PROPOSED MAXIMUM             AMOUNT OF
          SECURITIES               AMOUNT TO BE         OFFERING PRICE            AGGREGATE               REGISTRATION
       TO BE REGISTERED           REGISTERED(1)          PER SHARE(2)          OFFERING PRICE                 FEE

-----------------------------------------------------------------------------------------------------------------------

Class A Common Stock, par           2,000,000               $11.47               $22,940,000              $2,110.48
value $.01 per share

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

</TABLE>

         (1) This Registration Statement also registers additional securities to
be  offered  or  issued  upon  adjustment  or  changes  made  to the  registered
securities  by  reason  of  any  stock  splits,   stock   dividends  or  similar
transactions  as permitted  by Rule 416(a) and Rule 416(b) under the  Securities
Act of 1933, as amended (the "Securities Act").

         (2) Estimated  solely for the purpose of calculating  the  registration
fee pursuant to Rule 457(c).  The fee is  calculated on the basis of the average
of the  high and low  sale  prices  for the  Registrant's  Class A Common  Stock
reported on the New York Stock Exchange on July 11, 2002.
--------------------------------------------------------------------------------


<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) Annual Report on Form 10-K for the fiscal year ended
April 20,  2001;  (ii)  Quarterly  Reports on Form 10-Q for the fiscal  quarters
ended July 27,  2001,  October  26,  2001 and  January  25,  2002;  (iii)  Proxy
Statement  dated August 17, 2001; and (iv) the description of our Class A common
stock  contained in our  Registration  Statements  on Form 8-A filed October 14,
1999 and September 22, 2000.

     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   Entertainment,   Inc.  Employee  Stock  Purchase  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  contains 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



                                     II - 1
<PAGE>

     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  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  contains 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 she,  or a
person  for whom he or she 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  contains
similar provisions and permits 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 or her and incurred by him
or her or on his or her behalf in any such  capacity,  or arising  out of his or
her  status  as such,  whether  or not the  Registrant  would  have the power to
indemnify  him or  her  against  such  liability  under  the  provisions  of the
Registrant's   amended  and  restated  by-laws.  The  Registrant  has  purchased
directors' and officers'  liability insurance covering certain liabilities which
may be incurred by the officers and  directors of the  Registrant  in connection
with the performance of their duties.


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:



                                     II - 2
<PAGE>



      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)).

         4.1(a)            Amendment to  Amended  and  Restated  Certificate  of
                           Incorporation  (filed herewith).

         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)).

         4.2(a)            Amendment to   Amended   and Restated  By-Laws (filed
                           herewith)

         5.1               Opinion   of   Kirkpatrick   &   Lockhart  LLP (filed
                           herewith).

         23.1              Consent of Deloitte & Touche LLP (filed herewith).

         23.2              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 - 3
<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;

     Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) of this section
     do not apply if the information required to be included in a post-effective
     amendment by those  paragraphs is contained in periodic  reports filed with
     or furnished to the Commission by the Registrant  pursuant to Section 13 or
     15(d) of the  Exchange  Act  that  are  incorporated  by  reference  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



                                     II - 4
<PAGE>

     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 - 5
<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 Stamford, State of Connecticut, on July 12, 2002.

                                         WORLD WRESTLING 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
Entertainment,  Inc.,  do hereby  constitute  and appoint  Edward L. Kaufman and
August J. Liguori,  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:

<TABLE>
<CAPTION>
<S>                                          <C>                                                <C>


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

     /s/ Vincent K. Mcmahon                        Chairman of the Board of Directors         July 12, 2002
     ---------------------------------------
     Vincent K. McMahon


     /s/ Linda E. Mcmahon                          Chief Executive Officer (Principal         July 12, 2002
     ---------------------------------------       Executive Officer) and a Director
     Linda E. McMahon

     /s/ AUGUST J. LIGUORI                         Executive Vice President and Chief         July 12, 2002
     ---------------------------------------       Financial Officer (Principal Financial
     August J. Liguori                             Officer) and a Director


     /s/ Frank G. Serpe                            Senior Vice President-Finance and Chief    July 12, 2002
     ---------------------------------------       Accounting Officer (Principal Accounting
     Frank G. Serpe                                Officer)


     /s/                                           Director
     ---------------------------------------
     Lowell P. Weicker, Jr.



                                     II - 6
<PAGE>


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


/s/ David Kenin                               Director                                         July 10, 2002
---------------------------------------
David Kenin

/s/ Joseph Perkins                            Director                                         July 12, 2002
---------------------------------------
Joseph Perkins

/s/ Michael B. Solomon                        Director                                         July 12, 2002
---------------------------------------
Michael B. Solomon

</TABLE>



                                     II - 7
<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)).

           4.1(a)       Amendment  to  Amended  and   Restated   Certificat e of
                        Incorporation (filed herewith).

            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).

           4.2(a)       Amendment to  Amended and   Restated   By-Laws    (filed
                        herewith).

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

            23.1        Consent of Deloitte & Touche LLP.

            23.2        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 - 8
[{"type": "S-8", "sequence": "1", "filename": "form_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 22401}]
{"company-data": {"conformed-name": "WORLD WRESTLING FEDERATION ENTERTAINMENT INC", "cik": "0001091907", "assigned-sic": "7812", "irs-number": "242693383", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92376", "film-number": "02702831"}, "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-_______
--------------------------------------------------------------------------------

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

                                    FORM S-8

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

                       WORLD WRESTLING ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                                         04-2693383
(State or other jurisdiction of incorporation or organization)          (I.R.S.Employer Identification No.)

           1241 EAST MAIN STREET
           STAMFORD, CONNECTICUT                                                       06902
         (Address of principal executive offices)                                    (Zip Code)
WORLD WRESTLING ENTERTAINMENT, INC., EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                EDWARD L. KAUFMAN
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                       WORLD WRESTLING 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 MAXIMUM       PROPOSED MAXIMUM             AMOUNT OF
          SECURITIES               AMOUNT TO BE         OFFERING PRICE            AGGREGATE               REGISTRATION
       TO BE REGISTERED           REGISTERED(1)          PER SHARE(2)          OFFERING PRICE                 FEE

-----------------------------------------------------------------------------------------------------------------------

Class A Common Stock, par           2,000,000               $11.47               $22,940,000              $2,110.48
value $.01 per share

=======================================================================================================================
(1) This Registration Statement also registers additional securities to
be  offered  or  issued  upon  adjustment  or  changes  made  to the  registered
securities  by  reason  of  any  stock  splits,   stock   dividends  or  similar
transactions  as permitted  by Rule 416(a) and Rule 416(b) under the  Securities
Act of 1933, as amended (the "Securities Act").

         (2) Estimated  solely for the purpose of calculating  the  registration
fee pursuant to Rule 457(c).  The fee is  calculated on the basis of the average
of the  high and low  sale  prices  for the  Registrant's  Class A Common  Stock
reported on the New York Stock Exchange on July 11, 2002.
--------------------------------------------------------------------------------
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) Annual Report on Form 10-K for the fiscal year ended
April 20,  2001;  (ii)  Quarterly  Reports on Form 10-Q for the fiscal  quarters
ended July 27,  2001,  October  26,  2001 and  January  25,  2002;  (iii)  Proxy
Statement  dated August 17, 2001; and (iv) the description of our Class A common
stock  contained in our  Registration  Statements  on Form 8-A filed October 14,
1999 and September 22, 2000.

     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   Entertainment,   Inc.  Employee  Stock  Purchase  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  contains 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

                                     II - 1
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  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  contains 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 she,  or a
person  for whom he or she 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  contains
similar provisions and permits 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 or her and incurred by him
or her or on his or her behalf in any such  capacity,  or arising  out of his or
her  status  as such,  whether  or not the  Registrant  would  have the power to
indemnify  him or  her  against  such  liability  under  the  provisions  of the
Registrant's   amended  and  restated  by-laws.  The  Registrant  has  purchased
directors' and officers'  liability insurance covering certain liabilities which
may be incurred by the officers and  directors of the  Registrant  in connection
with the performance of their duties.

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:

                                     II - 2
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)).

         4.1(a)            Amendment to  Amended  and  Restated  Certificate  of
                           Incorporation  (filed herewith).

         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)).

         4.2(a)            Amendment to   Amended   and Restated  By-Laws (filed
                           herewith)

         5.1               Opinion   of   Kirkpatrick   &   Lockhart  LLP (filed
                           herewith).

         23.1              Consent of Deloitte & Touche LLP (filed herewith).

         23.2              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 - 3
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;

     Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) of this section
     do not apply if the information required to be included in a post-effective
     amendment by those  paragraphs is contained in periodic  reports filed with
     or furnished to the Commission by the Registrant  pursuant to Section 13 or
     15(d) of the  Exchange  Act  that  are  incorporated  by  reference  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

                                     II - 4
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 - 5
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 Stamford, State of Connecticut, on July 12, 2002.

                                         WORLD WRESTLING 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
Entertainment,  Inc.,  do hereby  constitute  and appoint  Edward L. Kaufman and
August J. Liguori,  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 Directors         July 12, 2002
     ---------------------------------------
     Vincent K. McMahon

     /s/ Linda E. Mcmahon                          Chief Executive Officer (Principal         July 12, 2002
     ---------------------------------------       Executive Officer) and a Director
     Linda E. McMahon

     /s/ AUGUST J. LIGUORI                         Executive Vice President and Chief         July 12, 2002
     ---------------------------------------       Financial Officer (Principal Financial
     August J. Liguori                             Officer) and a Director

     /s/ Frank G. Serpe                            Senior Vice President-Finance and Chief    July 12, 2002
     ---------------------------------------       Accounting Officer (Principal Accounting
     Frank G. Serpe                                Officer)

     /s/                                           Director
     ---------------------------------------
     Lowell P. Weicker, Jr.

                                     II - 6
SIGNATURE                                   CAPACITY                                 DATE
            ---------                                   --------                                 ----

/s/ David Kenin                               Director                                         July 10, 2002
---------------------------------------
David Kenin

/s/ Joseph Perkins                            Director                                         July 12, 2002
---------------------------------------
Joseph Perkins

/s/ Michael B. Solomon                        Director                                         July 12, 2002
---------------------------------------
Michael B. Solomon
II - 7
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)).

           4.1(a)       Amendment  to  Amended  and   Restated   Certificat e of
                        Incorporation (filed herewith).

            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).

           4.2(a)       Amendment to  Amended and   Restated   By-Laws    (filed
                        herewith).

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

            23.1        Consent of Deloitte & Touche LLP.

            23.2        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 - 8