WORLDS INC
8-A12G, 1998-04-29
INVESTORS, NEC
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                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   WORLDS INC.
             (Exact name of registrant as specified in its charter)

          New Jersey                                      22-1848316
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

 15 Union Wharf, Boston, Massachusetts                       02109
(Address of principal executive offices)                   (Zip Code)




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

         Title of each class                 Name of each exchange on which
         to be so registered                 each class is to be registered

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

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


         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. [__]

         Securities Act registration  statement file  number to  which the  form
         relates: 333-49453 (if applicable)

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

                                  Common Stock
                                (Title of Class)



                                (Title of Class)


                                                                     Page 1 of 3

<PAGE>



Item 1.

         A description of the  securities is  incorporated  by reference  herein
from a Registration Statement on Form SB-2 filed April 6, 1998 (Registration No.
333-49453).

Item 2.

         Copies of instruments  defining the rights of the holders of each class
of securities is incorporated by reference herein from a Registration  Statement
on Form SB-2 filed April 6, 1998 (Registration No. 333-49453).




                                                                     Page 2 of 3

<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.

(Registrant) WORLDS INC.

Date         April 28, 1998

By           /s/ THOMAS KIDRIN
             Thomas Kidrin, President


                                                                     Page 3 of 3





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