WORLD WRESTLING FEDERATION ENTERTAINMENT INC
8-A12G, 1999-10-14
AMUSEMENT & RECREATION SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

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


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


     Securities to be registered pursuant to Section 12(b) of the Act: None

     If this form relates to the registration of a class of securities  pursuant
to  Section  12(b) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(c), check the following box. [ ]

     If this form relates to the registration of a class of securities  pursuant
to  Section  12(g) of the  Exchange  Act and is  effective  pursuant  to General
Instruction A.(d), check the following box. [ X ]

     Securities  Act  registration  statement  file  number  to which  this form
relates: 333-84327

     Securities to be registered pursuant to Section 12(g) of the Act:


                      CLASS A COMMON STOCK, $.01 PAR VALUE
- --------------------------------------------------------------------------------
                                (Title of class)




                               Page 1 of 4 Pages
<PAGE>


ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

          This registration  statement relates to the Class A common stock, $.01
          par  value  (the  "Common  Stock"),  of  World  Wrestling   Federation
          Entertainment,  Inc.,  a Delaware  corporation  (the  "Company").  The
          information  required  in  response  to this Item with  respect to the
          Common  Stock is set forth under the caption  "Description  of Capital
          Stock" on pages  54-55 of the form of  prospectus  that is included in
          Amendment No. 2 to the Company's  Registration  Statement on Form S-1,
          File No. 333-84327 (the "S-1 Registration Statement"), which was filed
          with the  Securities  and Exchange  Commission  on September 22, 1999.
          Such  information  is hereby  incorporated  herein by reference in its
          entirety.


ITEM 2.   EXHIBITS.

          The  following   exhibits  will  be  incorporated  by  reference  from
          Amendment No. 3 ("Amendment No. 3") to the S-1 Registration Statement.

          EXHIBIT
          -------

          A    Form of certificate for the Class A common stock, $.01 par value,
               of  World  Wrestling  Federation   Entertainment,   Inc.  (to  be
               incorporated by reference from Exhibit 4.1 to Amendment No. 3).

          B    Form of Amended and  Restated  Certificate  of  Incorporation  of
               World   Wrestling   Federation   Entertainment,   Inc.   (to   be
               incorporated by reference from Exhibit 3.2 to Amendment No. 3).

          C    Form  of  Amended  and  Restated   By-laws  of  World   Wrestling
               Federation  Entertainment,  Inc. (to be incorporated by reference
               from Exhibit 3.4 to Amendment No. 3).






                               Page 2 of 4 Pages
<PAGE>



                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                         WORLD WRESTLING FEDERATION
                                         ENTERTAINMENT, INC.


Date: October 13, 1999                   By: /S/EDWARD L. KAUFMAN
                                             ---------------------------
                                             Edward L. Kaufman
                                             Senior Vice President and
                                               General Counsel






                               Page 3 of 4 Pages
<PAGE>



                                  EXHIBIT INDEX

                                                             METHOD OF
EXHIBIT                 DESCRIPTION                       MEANS OF FILING
- -------                 -----------                       ---------------

   A        Form of certificate for the Class       To be incorporated by
            A common stock, $.01 par value, of      reference from Exhibit 4.1
            World Wrestling Federation              to Amendment No. 3
            Entertainment, Inc.                     ("Amendment No. 3") to the
                                                    Registration Statement on
                                                    Form S-1, File No.
                                                    333-84327, of World
                                                    Wrestling Federation
                                                    Entertainment, Inc.

   B        Form of Amended and Restated            To be incorporated by
            Certificate of Incorporation of         reference from Exhibit 3.2
            World Wrestling Federation              to Amendment No. 3
            Entertainment, Inc.

   C        Form of Amended and Restated            To be incorporated by
            By-laws of World Wrestling              reference from Exhibit 3.4
            Federation Entertainment, Inc.          to Amendment No. 3






                               Page 4 of 4 Pages





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