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

                       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                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)

                              1241 East Main Street
                               Stamford, CT 06902
                    (Address of principal executive offices)

                           2007 OMNIBUS INCENTIVE PLAN
                            (Full title of the plan)

                                James W. Langham
               Senior Vice President and Assistant General Counsel
                              1241 East Main Street
                               Stamford, CT 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>
<S>         <C>                        <C>                  <C>                       <C>                    <C>

=============================== ================== ========================= ======================== ==================
         Title of               Amount to be         Proposed maximum         Proposed maximum          Amount of
       securities             registered (1)         offering price              aggregate           registration
      to be registered                                   per share              offering price              fee
------------------------------- ------------------ ------------------------- ------------------------ ------------------
 Class A Common Stock, par           4,901,643            $16.42(2)               $80,484,978             $3,163
 value $0.01 per share

=============================== ================== ========================= ======================== ==================
</TABLE>

     (1) This Registration  Statement also registers additional securities to be
offered or issued upon  adjustments or changes made to 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(h).  The fee is  calculated  on the basis of the average of
the high and low trading prices for the Registrant's Class A common stock on May
14, 2008, as reported on the New York Stock Exchange Composite Tape.




<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 Exchange Act
of 1934, as amended (the "Exchange  Act"),  are  incorporated  by reference into
this Registration Statement:

     The Registrant's Annual Report on Form 10-K for the year ended December 31,
2007, as filed on March 7, 2008.

     The Registrant's  Quarterly Report on Form 10-Q for the quarter ended March
31, 2008, as filed on May 9, 2008.

         The Registrant's Current Reports on Form 8-K filed on March 19, 2008
and May 6, 2008.

     All other  reports  filed by the  Registrant  pursuant to Section  13(a) or
15(d) of the Exchange Act since December 31, 2007.

     The  description  of  the  Registrant's   common  stock  contained  in  the
Registrant's Registration Statement on Form S-1 filed under Section 12(b) of the
Exchange Act, including all amendments and reports updating such description.

     All  documents  filed by the  Registrant  with the  Commission  pursuant to
Sections  13(a),  13(c), 14 and 15(d) of 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 2007
Omnibus  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


                                     II - 1


<PAGE>


restated certificate  of  incorporation,  as amended,  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  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  also  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 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 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 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.


Item 7.         Exemption from Registration Claimed.

     Not applicable.


Item 8.         Exhibits.

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

  Exhibit No.                    Description

     3.1       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 (No. 333-84327).

     3.1A      Amendment to Amended and Restated  Certificate  of  Incorporation
               (incorporated  by reference to Exhibit 4.1(a) to our Registration
               Statement on Form S-8, filed July 15, 2002).

     3.2       Amended  and  Restated  By-laws  (incorporated  by  reference  to
               Exhibit  3.4 to our  Registration  Statement  on  Form  S-1  (no.
               333-84327)).

                                     II - 2

<PAGE>



     3.2A      Amendment  to  Amended  and  Restated  By-Laws  (incorporated  by
               reference to Exhibit 4.2(a) to our Registration Statement on Form
               S-8, filed July 15, 2002).

     5.1       Opinion of  Kirkpatrick & Lockhart  Preston Gates Ellis LLP ("K&L
               Gates")  regarding  the legality of the shares  being  registered
               hereunder (filed herewith).

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

     23.2      Consent of K&L Gates  (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 Section
15(d)  of  the  Exchange  Act  that  are   incorporated  by  reference  in  this
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 - 4

<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 this 9th day of
May, 2008.


                                     WORLD WRESTLING ENTERTAINMENT, INC.


                                     By:  /s/ Michael Sileck
                                        ---------------------------------------
                                                Michael Sileck
                                                Chief Operating Officer


     We,  the   undersigned   directors   and   officers   of  World   Wrestling
Entertainment,  Inc., do hereby constitute and appoint Michael Sileck and George
A. Barrios 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
----------------------------        Co-Principal Executive      May 9, 2008
Vincent K. McMahon                  Officer

/s/ Linda E. McMahon
----------------------------        Co-Principal Executive      May 9, 2008
Linda E. McMahon                    Officer

/s/ George A. Barrios
----------------------------        Principal Accounting and    May 9, 2008
George A. Barrios                   Financial Officer

/s/ Michael Sileck
----------------------------        Director                    May 9, 2008
Michael Sileck

/s/ Robert A. Bowman
----------------------------        Director                    May 9, 2008
Robert A. Bowman

/s/ David Kenin
----------------------------        Director                    May 9, 2008
David Kenin

/s/ Joseph Perkins
----------------------------        Director                    May 9, 2008
Joseph Perkins

/s/ Michael B. Solomon
----------------------------        Director                    May 9, 2008
Michael B. Solomon

/s/ Lowell P. Weicker, Jr.
----------------------------        Director                    May 9, 2008
Lowell P. Weicker, Jr.


                                     II - 1

<PAGE>



                                 EXHIBIT INDEX


Exhibit No.                                 Description

     3.1            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  (No.
                    333-84327).

     3.1A           Amendment   to   Amended   and   Restated   Certificate   of
                    Incorporation  (incorporated  by reference to Exhibit 4.1(a)
                    to our  Registration  Statement on Form S-8,  filed July 15,
                    2002).

     3.2            Amended and Restated  By-laws  (incorporated by reference to
                    Exhibit 3.4 to our  Registration  Statement on Form S-1 (no.
                    333-84327)).

     3.2A           Amendment to Amended and Restated  By-Laws  (incorporated by
                    reference to Exhibit 4.2(a) to our Registration Statement on
                    Form S-8, filed July 15, 2002).

     5.1            Opinion of  Kirkpatrick  & Lockhart  Preston Gates Ellis LLP
                    ("K&L  Gates")  regarding  the  legality of the shares being
                    registered hereunder (filed herewith).

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

     23.2           Consent  of K&L  Gates  (included  in the  Opinion  filed as
                    Exhibit 5.1).

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





<PAGE>


                                                                   Exhibit 5.1




May 9, 2008



World Wrestling Entertainment, Inc.
1241 East Main Street
Stamford, CT 06902



Ladies and Gentlemen:

     We  are  counsel  to  World  Wrestling  Entertainment,   Inc.,  a  Delaware
corporation  (the  "Company"),  and we have acted as  counsel to the  Company in
connection with the preparation of the  Registration  Statement on Form S-8 (the
"Registration  Statement")  to be filed by the Company with the  Securities  and
Exchange  Commission for the  registration  under the Securities Act of 1933, as
amended (the  "Securities  Act"),  of 4,901,643  shares of the Company's  common
stock,  par value $.01 per share (the  "Shares"),  which Shares are to be issued
from  time  to  time  to  employees,  directors,   consultants  and  independent
contractors  of the Company or any of its  subsidiaries  in connection  with the
Company's 2007 Omnibus Incentive Plan (the "Plan").

     This opinion is being delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act.

     You have  requested  our  opinion  as to the  matters  set  forth  below in
connection  with the  Registration  Statement.  For purposes of  rendering  that
opinion,  we have examined copies of the Plan, the Registration  Statement,  the
Company's  Certificate  of  Incorporation,  as  amended,  and  Bylaws,  and  the
corporate  actions of the Company that  provides for the issuance of the Shares,
and we have made such other investigation as we have deemed appropriate. We have
examined and relied upon  certificates  of public  officials.  In rendering  our
opinion, we also have made the assumptions that are customary in opinion letters
of this kind. We have not verified any of those assumptions.

     Based upon and subject to the foregoing and the  additional  qualifications
and other  matters set forth  below,  we are of the opinion that the Shares have
been duly and validly authorized and reserved for issuance, and that the Shares,
when issued in accordance  with the terms of the Plan,  will be validly  issued,
fully paid and nonassessable.

     The opinions  expressed  in this opinion  letter are limited to the General
Corporation  Law of the State of Delaware and federal law of the United  States.
The foregoing opinions are

<PAGE>



rendered as of the date of this  letter.  We assume no  obligation  to update or
supplement  any of such  opinions in order to reflect any changes of law or fact
that may occur.

     We are furnishing  this opinion letter to you solely in connection with the
Registration  Statement.  You may not rely on this  opinion  letter in any other
connection,  and it may not be  furnished  to or relied upon by any other person
for any purpose,  without our specific prior written consent.  We hereby consent
to the filing of this opinion as Exhibit 5.1 to the Registration  Statement.  In
giving  our  consent we do not  thereby  admit  that we are in the  category  of
persons whose consent is required  under Section 7 of the  Securities Act or the
rules and regulations thereunder.

                             Very truly yours,

                             /s/ Kirkpatrick & Lockhart Preston Gates Ellis LLP



<PAGE>


                                                                  Exhibit 23.1


           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of our  reports  dated  March 5,  2008,  relating  to the  consolidated
financial  statements  and  financial  statement  schedule  of  World  Wrestling
Entertainment,  Inc., and the  effectiveness  of World Wrestling  Entertainment,
Inc.'s internal control over financial reporting, appearing in the Annual Report
on Form 10-K of World Wrestling Entertainment,  Inc. for the year ended December
31, 2007.


/s/ Deloitte & Touche LLP
Stamford, Connecticut
May 13, 2008
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "FORM S-8", "secsgml_size_bytes": 24167}]
{"company-data": {"conformed-name": "WORLD WRESTLING ENTERTAINMENTINC", "cik": "0001091907", "assigned-sic": "7812", "irs-number": "042693383", "state-of-incorporation": "DE", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-151022", "film-number": "08847223"}, "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": "WORLD WRESTLING FEDERATION ENTERTAINMENT INC", "date-changed": "19990730"}, {"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 ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)

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

                              1241 East Main Street
                               Stamford, CT 06902
                    (Address of principal executive offices)

                           2007 OMNIBUS INCENTIVE PLAN
                            (Full title of the plan)

                                James W. Langham
               Senior Vice President and Assistant General Counsel
                              1241 East Main Street
                               Stamford, CT 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               Amount to be         Proposed maximum         Proposed maximum          Amount of
       securities             registered (1)         offering price              aggregate           registration
      to be registered                                   per share              offering price              fee
------------------------------- ------------------ ------------------------- ------------------------ ------------------
 Class A Common Stock, par           4,901,643            $16.42(2)               $80,484,978             $3,163
 value $0.01 per share

=============================== ================== ========================= ======================== ==================
(1) This Registration  Statement also registers additional securities to be
offered or issued upon  adjustments or changes made to 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(h).  The fee is  calculated  on the basis of the average of
the high and low trading prices for the Registrant's Class A common stock on May
14, 2008, as reported on the New York Stock Exchange Composite Tape.
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 Exchange Act
of 1934, as amended (the "Exchange  Act"),  are  incorporated  by reference into
this Registration Statement:

     The Registrant's Annual Report on Form 10-K for the year ended December 31,
2007, as filed on March 7, 2008.

     The Registrant's  Quarterly Report on Form 10-Q for the quarter ended March
31, 2008, as filed on May 9, 2008.

         The Registrant's Current Reports on Form 8-K filed on March 19, 2008
and May 6, 2008.

     All other  reports  filed by the  Registrant  pursuant to Section  13(a) or
15(d) of the Exchange Act since December 31, 2007.

     The  description  of  the  Registrant's   common  stock  contained  in  the
Registrant's Registration Statement on Form S-1 filed under Section 12(b) of the
Exchange Act, including all amendments and reports updating such description.

     All  documents  filed by the  Registrant  with the  Commission  pursuant to
Sections  13(a),  13(c), 14 and 15(d) of 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 2007
Omnibus  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

                                     II - 1
restated certificate  of  incorporation,  as amended,  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  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  also  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 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 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 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.

Item 7.         Exemption from Registration Claimed.

     Not applicable.

Item 8.         Exhibits.

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

  Exhibit No.                    Description

     3.1       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 (No. 333-84327).

     3.1A      Amendment to Amended and Restated  Certificate  of  Incorporation
               (incorporated  by reference to Exhibit 4.1(a) to our Registration
               Statement on Form S-8, filed July 15, 2002).

     3.2       Amended  and  Restated  By-laws  (incorporated  by  reference  to
               Exhibit  3.4 to our  Registration  Statement  on  Form  S-1  (no.
               333-84327)).

                                     II - 2
3.2A      Amendment  to  Amended  and  Restated  By-Laws  (incorporated  by
               reference to Exhibit 4.2(a) to our Registration Statement on Form
               S-8, filed July 15, 2002).

     5.1       Opinion of  Kirkpatrick & Lockhart  Preston Gates Ellis LLP ("K&L
               Gates")  regarding  the legality of the shares  being  registered
               hereunder (filed herewith).

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

     23.2      Consent of K&L Gates  (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 Section
15(d)  of  the  Exchange  Act  that  are   incorporated  by  reference  in  this
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 - 4
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 this 9th day of
May, 2008.

                                     WORLD WRESTLING ENTERTAINMENT, INC.

                                     By:  /s/ Michael Sileck
                                        ---------------------------------------
                                                Michael Sileck
                                                Chief Operating Officer

     We,  the   undersigned   directors   and   officers   of  World   Wrestling
Entertainment,  Inc., do hereby constitute and appoint Michael Sileck and George
A. Barrios 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
----------------------------        Co-Principal Executive      May 9, 2008
Vincent K. McMahon                  Officer

/s/ Linda E. McMahon
----------------------------        Co-Principal Executive      May 9, 2008
Linda E. McMahon                    Officer

/s/ George A. Barrios
----------------------------        Principal Accounting and    May 9, 2008
George A. Barrios                   Financial Officer

/s/ Michael Sileck
----------------------------        Director                    May 9, 2008
Michael Sileck

/s/ Robert A. Bowman
----------------------------        Director                    May 9, 2008
Robert A. Bowman

/s/ David Kenin
----------------------------        Director                    May 9, 2008
David Kenin

/s/ Joseph Perkins
----------------------------        Director                    May 9, 2008
Joseph Perkins

/s/ Michael B. Solomon
----------------------------        Director                    May 9, 2008
Michael B. Solomon

/s/ Lowell P. Weicker, Jr.
----------------------------        Director                    May 9, 2008
Lowell P. Weicker, Jr.

                                     II - 1
EXHIBIT INDEX

Exhibit No.                                 Description

     3.1            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  (No.
                    333-84327).

     3.1A           Amendment   to   Amended   and   Restated   Certificate   of
                    Incorporation  (incorporated  by reference to Exhibit 4.1(a)
                    to our  Registration  Statement on Form S-8,  filed July 15,
                    2002).

     3.2            Amended and Restated  By-laws  (incorporated by reference to
                    Exhibit 3.4 to our  Registration  Statement on Form S-1 (no.
                    333-84327)).

     3.2A           Amendment to Amended and Restated  By-Laws  (incorporated by
                    reference to Exhibit 4.2(a) to our Registration Statement on
                    Form S-8, filed July 15, 2002).

     5.1            Opinion of  Kirkpatrick  & Lockhart  Preston Gates Ellis LLP
                    ("K&L  Gates")  regarding  the  legality of the shares being
                    registered hereunder (filed herewith).

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

     23.2           Consent  of K&L  Gates  (included  in the  Opinion  filed as
                    Exhibit 5.1).

     24.1           Power of Attorney (set forth on the  signature  page of this
                    Registration Statement).
Exhibit 5.1

May 9, 2008

World Wrestling Entertainment, Inc.
1241 East Main Street
Stamford, CT 06902

Ladies and Gentlemen:

     We  are  counsel  to  World  Wrestling  Entertainment,   Inc.,  a  Delaware
corporation  (the  "Company"),  and we have acted as  counsel to the  Company in
connection with the preparation of the  Registration  Statement on Form S-8 (the
"Registration  Statement")  to be filed by the Company with the  Securities  and
Exchange  Commission for the  registration  under the Securities Act of 1933, as
amended (the  "Securities  Act"),  of 4,901,643  shares of the Company's  common
stock,  par value $.01 per share (the  "Shares"),  which Shares are to be issued
from  time  to  time  to  employees,  directors,   consultants  and  independent
contractors  of the Company or any of its  subsidiaries  in connection  with the
Company's 2007 Omnibus Incentive Plan (the "Plan").

     This opinion is being delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act.

     You have  requested  our  opinion  as to the  matters  set  forth  below in
connection  with the  Registration  Statement.  For purposes of  rendering  that
opinion,  we have examined copies of the Plan, the Registration  Statement,  the
Company's  Certificate  of  Incorporation,  as  amended,  and  Bylaws,  and  the
corporate  actions of the Company that  provides for the issuance of the Shares,
and we have made such other investigation as we have deemed appropriate. We have
examined and relied upon  certificates  of public  officials.  In rendering  our
opinion, we also have made the assumptions that are customary in opinion letters
of this kind. We have not verified any of those assumptions.

     Based upon and subject to the foregoing and the  additional  qualifications
and other  matters set forth  below,  we are of the opinion that the Shares have
been duly and validly authorized and reserved for issuance, and that the Shares,
when issued in accordance  with the terms of the Plan,  will be validly  issued,
fully paid and nonassessable.

     The opinions  expressed  in this opinion  letter are limited to the General
Corporation  Law of the State of Delaware and federal law of the United  States.
The foregoing opinions are
rendered as of the date of this  letter.  We assume no  obligation  to update or
supplement  any of such  opinions in order to reflect any changes of law or fact
that may occur.

     We are furnishing  this opinion letter to you solely in connection with the
Registration  Statement.  You may not rely on this  opinion  letter in any other
connection,  and it may not be  furnished  to or relied upon by any other person
for any purpose,  without our specific prior written consent.  We hereby consent
to the filing of this opinion as Exhibit 5.1 to the Registration  Statement.  In
giving  our  consent we do not  thereby  admit  that we are in the  category  of
persons whose consent is required  under Section 7 of the  Securities Act or the
rules and regulations thereunder.

                             Very truly yours,

                             /s/ Kirkpatrick & Lockhart Preston Gates Ellis LLP
Exhibit 23.1

           CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of our  reports  dated  March 5,  2008,  relating  to the  consolidated
financial  statements  and  financial  statement  schedule  of  World  Wrestling
Entertainment,  Inc., and the  effectiveness  of World Wrestling  Entertainment,
Inc.'s internal control over financial reporting, appearing in the Annual Report
on Form 10-K of World Wrestling Entertainment,  Inc. for the year ended December
31, 2007.

/s/ Deloitte & Touche LLP
Stamford, Connecticut
May 13, 2008