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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered         16     87K 
                          Pursuant to a Transaction                              
 2: EX-4.1B     Amendment of Articles of Incorporation                 5     15K 
 3: EX-23.1     Consent of Rubin Brown Gornstein & Co LLP              1      5K 

S-3   —   Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents

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As Filed with the Securities and Exchange Commission on April 18, 1997
                                                      Registration No. 333-_____
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933

APPLIED CELLULAR TECHNOLOGY, INC. 
(Exact Name of Registrant as specified in its charter)

MISSOURI
(State or other jurisdiction of incorporation or organization)

43-1641533
(I.R.S. Employer Identification No.)

JAMES RIVER PROFESSIONAL CENTER 
HIGHWAY 160 & CC, SUITE 5, P.O. BOX 2067
NIXA, MISSOURI 65714
(417) 725-9888
 (Address, including zip code, and telephone number,
 including area code, of registrant's principal executive offices)

 RICHARD J. SULLIVAN
 JAMES RIVER PROFESSIONAL CENTER
HIGHWAY 160 & CC, SUITE 5, P.O. BOX 2067
NIXA, MISSOURI 65714
(417) 725-9888
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies of all correspondence to:
 DENIS P. MCCUSKER, ESQ.
BRYAN CAVE LLP
 ONE METROPOLITAN SQUARE
211 NORTH BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000

   Approximate date of commencement of proposed sale to public: From time to
time after this Registration Statement becomes effective.                       

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following 
box. [ ]                                                                        

     If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of  
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]                                

 If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. [ ]                     

  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. [ ]                                                      

    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]                                             

                                                        [Enlarge/Download Table]
                                          CALCULATION OF REGISTRATION FEE                                                       

================================================================================================================================
                                                                Proposed             Proposed maximum                           
   Title of each class of            Amount to be           maximum offering        aggregate offering          Amount of       
 securities to be registered          registered           price per unit(1)             price(1)            registration fee   
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                
     Common Stock, $.001           1,918,053 shares             $3.4375                 $6,593,307               $1,998         
     par value per share                                                                                                        
================================================================================================================================
<FN>                                                                                                                            

(1) The closing sale price for the Common Stock as reported on the Nasdaq Small-Cap Market on April 16, 1997.                   


THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES  
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE 
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT  
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE        
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME         
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), 
MAY DETERMINE.                                                                  

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

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--------------------------------------------------------------------------------
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A           
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE     
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY    
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES  
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE         
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES 
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR  
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.   
--------------------------------------------------------------------------------

 SUBJECT TO COMPLETION, DATED APRIL 18, 1997

PRELIMINARY PROSPECTUS

1,918,053 SHARES

 APPLIED CELLULAR TECHNOLOGY, INC.

COMMON STOCK

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

         This Prospectus relates to the proposed sale from time to time of up to
1,918,053 shares (the "Shares") of the common stock, par value $.001 per share  
(the "Common Stock"), of Applied Cellular Technology, Inc., a Missouri          
corporation (the "Company"), in the amount and in the manner and on terms and   
conditions described herein, by the Selling Shareholders. See "Selling          
Shareholders." The Selling Shareholders may sell the Shares in one or more      
transactions (which may include "block transactions") on the Nasdaq Small-Cap   
Market, in the over-the-counter market, in negotiated transactions or in a      
combination of such methods of sales, at fixed prices which may be changed, at  
market prices prevailing at the time of sale, at prices related to such         
prevailing market prices or at negotiated prices. The Selling Shareholders may  
effect such transactions by selling the Shares directly to purchasers, or may   
sell to or through agents, dealers or underwriters designated from time to time,
and such agents, dealers or underwriters may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the  
purchaser(s) of Shares for whom they may act as agent or to whom they may sell  
as principals, or both. The Selling Shareholders and the brokers and dealers    
through which the sales of the Shares may be made may be deemed to be           
"underwriters" within the meaning set forth in the Securities Act of 1933, as   
amended (the "Securities Act"), and their commissions and discounts and other   
compensation may be regarded as underwriters' compensation. See "Plan of        
Distribution" and "Selling Shareholders." The Company will not receive any      
proceeds from the sale of Shares by the Selling Shareholders and will bear all  
the expenses incurred in connection with registering this offering of the       
Shares.                                                                         

   The Common Stock of the Company is listed on the Nasdaq Small-Cap
Market under the symbol "ACTC." On April 16, 1997, the last reported sale price 
of the Common Stock on the Nasdaq Small-Cap Market was $3.4375 per share. See   
"Price Range of Common Stock."                                                  

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

SEE "RISK FACTORS" BEGINNING ON PAGE 4 IN THE PROSPECTUS FOR A DISCUSSION OF    
CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE      
COMMON STOCKOFFERED HEREBY.                                                     

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
 COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
 PROSPECTUS. ANY REPRESENTATION TO THE
 CONTRARY IS A CRIMINAL OFFENSE.

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

The date of this Prospectus is ____________, 1997.

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 AVAILABLE INFORMATION

 The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in       
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). These reports, proxy 
statements and other information can be inspected and copied at the public      
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,    
Washington, D.C. 20549 and at the Commission's regional offices located at Seven
World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center,   
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The Commission    
maintains an Internet Web site (http://www.sec.gov.) that contains such         
documents filed electronically by the Company with the Commission by its        
Electronic Data Analysis and Retrieval System. Copies of such materials can also
be obtained from the Public Reference Section of the Commission, 450 Fifth      
Street, N.W., Washington, D.C. 20549, at prescribed rates. Quotations relating  
to the Company's Common Stock appear on the Nasdaq Small-Cap Market, and such   
reports, proxy statements and other information concerning the Company can also 
be inspected at the offices of the National Association of Securities Dealers,  
Inc., 1735 K Street, N.W., Washington, D.C. 20006.                              

       The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act with respect to
the shares of Common Stock offered hereby. This Prospectus does not contain all 
of the information set forth in the Registration Statement or the exhibits      
thereto. As permitted by the rules and regulations of the Commission, this      
Prospectus omits certain information contained or incorporated by reference in  
the Registration Statement. Statements contained in this Prospectus as to the   
contents of any contract or other document filed or incorporated by reference as
an exhibit to the Registration Statement are not necessarily complete, and in   
each instance reference is made to the copy of such contract or other document  
filed as an exhibit to the Registration Statement. For further information,     
reference is hereby made to the Registration Statement and exhibits thereto,    
copies of which may be inspected at the offices of the Commission at 450 Fifth  
Street, N.W., Washington, D.C. 20549 or obtained from the Commission at the same
address at prescribed rates.                                                    

 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

  The following documents heretofore filed by the Company with the
Commission pursuant to the Exchange Act are incorporated herein by reference:   

    (1) the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996 (filed on March 31, 1997);    

         (2) the Company's Current Report on Form 8-K filed on February 3, 1997;

    (3) the Company's Current Report on Form 8-K filed on February 19,
1997;                                                 

      (4) the Company's Current Report on Form 8-K filed on April 2, 1997;

       (5) the Company's Current Report on Form 8-K filed on April 11, 1997;

       (6) the Company's Current Report on Form 8-K filed on April 15, 1997;
and                                                   

      (7) the Company's Registration Statement on Form 8-A filed on May 5,
             1995, registering the Company's Common Stock under Section 12(g) of
the Exchange Act.                                     

    All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date   
hereof and prior to the termination of the offering shall hereby be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the   
date of filing of such documents. Any statement contained herein or in a        
document incorporated or deemed to be incorporated herein by reference shall be 
deemed to be modified or superseded for purposes of this Prospectus to the      
extent that a statement contained herein or in any other subsequently filed     
document                                                                        

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incorporated or deemed to be incorporated herein by reference, which statement  
is also incorporated herein by reference, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so  
modified or superseded, to constitute a part of this Prospectus.                

   THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF THESE DOCUMENTS (EXCLUDING    
EXHIBITS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO   
THE INFORMATION INCORPORATED HEREIN) WILL BE PROVIDED BY FIRST CLASS MAIL       
WITHOUT CHARGE TO EACH PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN
OR ORAL REQUEST BY SUCH PERSON TO APPLIED CELLULAR TECHNOLOGY, INC., JAMES RIVER
PROFESSIONAL CENTER, HIGHWAY 160 & CC, SUITE 5, P.O. BOX 2067, NIXA, MISSOURI   
65714; ATTENTION: KAY LANGSFORD, CORPORATE CONTROLLER (TELEPHONE: (417)         
725-9888.)                                                                      

        No person has been authorized in connection with this offering to give
any information or to make any representation not contained or incorporated by  
reference in this Prospectus and, if given or made, such information or         
representation must not be relied upon as having been authorized by the Company,
the Selling Shareholders or any other person. This Prospectus does not          
constitute an offer to sell, or a solicitation of an offer to purchase, any     
securities other than those to which it relates, nor does it constitute an offer
to sell or a solicitation of an offer to purchase by any person in any          
jurisdiction in which it is unlawful for such person to make such an offer or   
solicitation. Neither the delivery of this Prospectus nor any sale made         
hereunder shall, under any circumstances, create any implication that the       
information contained herein is correct as of any time subsequent to the date   
hereof or that there has been no change in the affairs of the Company since such
date.                                                                           

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RISK FACTORS

      IN ADDITION TO THE OTHER INFORMATION CONTAINED HEREIN, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING THE COMPANY AND ITS        
BUSINESS BEFORE PURCHASING ANY OF THE COMMON STOCK OFFERED HEREBY.              

UNCERTAINTY OF FUTURE FINANCIAL RESULTS                                         

      While the Company has been profitable for the last two fiscal years,
future financial results are uncertain. There can be no assurance that the      
Company will continue to be operated in a profitable manner. Profitability      
depends upon many factors, including the success of the Company's various       
marketing programs, the maintenance or reduction of expense levels and the      
ability of the Company to successfully coordinate the efforts of the different  
segments of its business.                                                       

FUTURE SALES OF AND MARKET FOR THE SHARES                                       

         The Company has 7,518,360 shares of Common Stock outstanding, including
3,215,696 shares of Common Stock subject to certain restrictions on transfer.   
Since January 1, 1996, the Company has issued an aggregate of _____ shares of   
Common Stock and warrants to purchase an aggregate of an additional ___ shares  
of Common Stock, primarily in connection with acquisitions of other businesses. 
Management of the Company anticipates that the Company will continue to effect  
acquisitions primarily through the issuance of Common Stock or other equity     
securities of the Company. Such issuances of additional securities may be viewed
as being dilutive of the value of the Common Stock in certain circumstances and 
may have an adverse impact on the market price of the Common Stock.             

RISKS ASSOCIATED WITH ACQUISITIONS AND EXPANSION                                

    The Company has engaged in a continuing program of acquisitions of
other businesses which are considered to be complementary to the lines of       
business carried on by the Company, and it is anticipated that such acquisitions
will continue to occur. As of December 31, 1996, the total assets of the Company
were approximately $33 million, compared to approximately $4 million at the end 
of 1995. Net operating revenues for 1996 were approximately $20 million,        
compared with $2.3 million in 1995 and $0.3 million in 1994. Managing these     
dramatic changes in the scope of the business of the Company will present       
ongoing challenges to management, and there can be no assurance that the        
Company's operations as currently structured, or as affected by future          
acquisitions, will be successful. The businesses acquired by the Company may    
require substantial additional capital, and there can be no assurance as to the 
availability of such capital when needed, nor as to the terms on which such     
capital might be made available to the Company. It is the Company's policy to   
retain existing management of acquired companies and to allow the new subsidiary
to continue to operate in the manner which has resulted in its success in the   
past, under the overall supervision of senior management of the Company.        
Accordingly, the success of the operations of these subsidiaries will depend, to
a great extent, on the continued efforts of the management of the acquired      
companies.                                                                      

COMPETITION                                                                     

         Each segment of the Company's business is highly competitive, and it is
expected that competitive pressures will continue. Many of the Company's        
competitors have far greater financial and other resources than the Company. The
areas which the Company has identified for continued growth and expansion are   
also target market segments for some of the largest and most strongly           
capitalized companies in the United States. There can be no assurance that the  
Company will have the financial, technical, marketing and other resources       
required to compete successfully in this environment in the future.             

DEPENDENCE ON KEY INDIVIDUALS                                                   

The future success of the Company is highly dependent upon the
Company's ability to attract and retain qualified key employees. The Company is 
organized with a small senior management team, with each of its separate        
operations under the day-to-day control of local managers. If the Company       

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were to lose the services of any members of its central management team, the    
overall operations of the Company could be adversely affected, and the          
operations of any of the individual facilities of the Company could be adversely
affected if the services of the local managers should be unavailable.           

LACK OF DIVIDENDS ON COMMON STOCK                                               

       The Company does not have a history of paying dividends on its Common
Stock, and there can be no assurance that such dividends will be paid in the    
foreseeable future. The Company intends to use any earnings which may be        
generated to finance the growth of the Company's businesses. Holders of 100,000 
shares of outstanding preferred stock of the Company have a priority as to      
payment of cumulative annual dividends at the rate of $80 per share, or $8      
million per year, and the Board of Directors has the right to authorize the     
issuance of additional classes of preferred stock in the future with additional 
preferences as to payment of dividends.                                         

POTENTIAL CONFLICTS OF INTERESTS                                                

      Mr. Richard Sullivan, the Chief Executive Officer of the Company, is
also Chairman of Great Bay Technology, Inc. and Managing General Partner of the 
Bay Group. Both these companies conduct business with the Company, and receive  
compensation from the Company for various services, including assistance in     
identifying potential acquisition candidates and in negotiating acquisition     
transactions. The relationships among such companies, Mr. Sullivan and the      
Company may involve conflicts of interest.                                      

POSSIBLE VOLATILITY OF STOCK PRICE                                              

        The Common Stock is quoted on the Nasdaq Small-Cap Market, which stock
market has experienced and is likely to experience in the future significant    
price and volume fluctuations which could adversely affect the market price of  
the Common Stock without regard to the operating performance of the Company. In 
addition, the Company believes that factors such as the significant changes to  
the business of the Company resulting from continued acquisitions and           
expansions, quarterly fluctuations in the financial results of the Company,     
shortfalls in earnings or sales below analyst expectations, changes in the      
performance of other companies in the same market sectors as the Company and the
performance of the overall economy and the financial markets could cause the    
price of the Common Stock to fluctuate substantially.                           

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISK                                  

   This Prospectus, including the information incorporated herein by
reference, contains forward- looking statements within the meaning of Section   
27A of the Securities Act and Section 21E of the Securities Exchange Act of     
1934, including statements regarding, among other items, (i) the Company's      
growth strategies, (ii) anticipated trends in the Company's business and        
demographics and (iii) the Company's ability to successfully integrate the      
business operations of recently acquired companies. These forward-looking       
statements are based largely on the Company's expectations and are subject to a 
number of risks and uncertainties, certain of which are beyond the Company's    
control. Actual results could differ materially from these forward-looking      
statements as a result of the factors described in "Risk Factors," including,   
among others, regulatory or economic influences. In light of these risks and    
uncertainties, there can be no assurance that the forward-looking information   
contained in this Prospectus will be accurate.                                  

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 THE COMPANY

The Company is a diversified technology company, operating    
predominantly in three industry segments, as follows:                           

    * The retail group installs, sells, services and supports cellular
          phone and other wireless services, business telephone systems, voice
           mail and interactive voice response systems, commercial long distance
       and local telephone services, residential long distance telephone
     services, digital satellite television services to business and
   consumer end-users, and computer systems, offering custom and
      custom-tailored software and hardware systems for manufacturers,
         wholesales, distributors and field sales and service organizations.

      * The computer group provides leasing, remarketing, parts-on-demand,
         consulting and business continuity services for mainframe, midrange
        and PC systems to industrial, commercial and retail organizations.

      * The manufacturing group manufactures customized analog and digital
         and off-the-shelf industrial temperature controls and custom analog
and digital electrical products.                          

        The largest part of the Company's current operations are the result of
acquisitions completed during the last two years. During 1995, the net operating
revenues of the Company were $1.69 million. For 1996, net operating revenues    
were $19.76 million, of which almost $14 million was from the Company's retail  
segment. Since January 1, 1997, the Company has completed four additional       
acquisitions, of companies whose aggregate net revenues for 1996 were           
approximately $28.4 million.                                                    

       The principal office of the Company is located at Highway 160 and CC,
Suite 5, Nixa, Missouri 65714, phone 417-725-9888. Satellite corporate offices  
are located in Amherst, New Hampshire, Cambridge, Massachusetts and St. Louis,  
Missouri.                                                                       

    Each operating business is conducted through a separate subsidiary
company directed by its own management team, and each subsidiary company has its
own marketing and operations support personnel. Each management team reports to 
the President, who is responsible for overall corporate control and             
coordination, as well as financial planning. The Chairman is responsible for the
overall business and strategic planning of the Company.                         

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SELLING SHAREHOLDERS

     The following table sets forth information regarding the beneficial
ownership of the Common Stock by the Selling Shareholders as of the date of this
Prospectus and as adjusted to reflect the sale of the shares of Common Stock    
offered hereby. All of the Shares offered hereby were issued by the Company in  
connection with its acquisition of other companies or as payment for services   
rendered to the Company, except as listed below.                                

                                                        [Enlarge/Download Table]

                                                Ownership               Number of Shares              Ownership            
                                           Prior to the Offering         Offered Hereby          After the Offering        
                                     ---------------------------------  ----------------  ---------------------------------
         Name and Address                 Shares         Percentage                             Shares         Percentage  
-----------------------------------  ---------------  ----------------                    ----------------  ---------------
                                                                                                                           

Scott Axon ........................       25,243              *                7,500(1)           17,743                *  
Larry Axon ........................       15,000              *                7,500(1)            7,500                *  
Baraban Securities ................        5,665              *                2,919(2)            2,746                *  
H. Sherman Burling ................       36,422(3)           *               36,422                   0             --    
Edward L. Cummings ................        9,368(2)           *                9,368                   0             --    
Ralph E. Davies ...................       14,328(4)           *               14,328                   0             --    
Equity Tech LLC ...................       20,000(5)           *               20,000                   0             --    
Great Bay Technology, Inc. ........      505,127           6.72%             100,000(2)          405,127             5.59% 
Barry S. Hanburger ................        9,367(2)           *                9,367                   0             --    
William A. Husa ...................        3,140              *                3,140                   0             --    
Mary C. & George H. Walker and John                                                                                        
  J. Goebel, Trustees of the George                                                                                        
  Herbert Walker Foundation U/A                                                                                            
  dated 10/19/58 ..................       12,250(6)           *               12,250                   0             --    
James Farmsworth ..................        3,200(6)           *                3,200                   0             --    
Morgan Trust U/A dated 1/4/88                                                                                              
  Tom Morgan Trustee ..............        3,750(6)           *                3,750                   0             --    
Conrad Von Bibra-Channel ..........        7,000(6)           *                7,000                   0             --    
Citizen Auto Stage Company ........       15,000(6)           *               15,000                   0             --    
  HOW & CO f/b/o Monsanto                                                                                                  
Master Trust ......................      108,800(6)        1.45%             108,800                   0             --    
Maple Business Consultants ........       42,671              *               30,545(7)           12,126                *  
John Martin .......................        5,000(8)           *                5,000                   0             --    
J. Alexander Securities ...........        2,000(2)           *                2,000                   0             --    
North American Corporate                                                                                                   
  Consultants .....................       10,000              *                5,000(2)            5,000                *  
Reovest ...........................        1,020              *                  510(2)              510                *  
Marc Sherman ......................      107,190(9)        1.43%             107,190                   0             --    
Garrett A. Sullivan ...............      220,000(10)       2.84%             100,000             120,000             1.57% 
Mario Bucca .......................       41,213(11)          *               41,213                   0             --    
Blas H. Morilla ...................       41,213(11)          *               41,213                   0             --    
Oscar A. Morilla ..................       41,213(11)          *               41,213                   0             --    
Louis R. Notte ....................       41,213(11)          *               41,213                   0             --    
Anthony R. Palumbo ................       41,213(11)          *               41,213                   0             --    
Emerson Crooks ....................       41,213(11)          *               41,213                   0             --    
Ronald M. Kaplan ..................      113,792(12)       1.51%             113,792                   0             --    
Frank Giacona .....................       45,445(12)          *               45,445                   0             --    
Alan Kaplan .......................       90,986(12)       1.21%              90,986                   0             --    
Edelson Technology Partners .......      139,073(12)       1.85%             139,073                   0             --    
Stanley O. Hopper .................      178,162(13)       2.37%             178,162                   0             --    
Stephen M. Hopper .................          942(13)          *                  942                   0             --    
Donna W. Pizarro ..................      190,833(14)       2.54%             190,833                   0             --    
Michael A. Erickson ...............      268,836(15)       3.58%             268,836                   0             --    
Joel L. Owens .....................       31,917(15)          *               31,917                   0             --    

---------------                                                                                                            
*  Represents ownership of less than one percent                                                                           

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<FN>                                                                                                                       

(1)  Represents shares of Common Stock received in consideration for the                                                   
     cancellation of a royalty agreement with the Company pursuant to which the                                            
     Axons were to receive 2% of the revenue of the Company's Software                                                     
     Development and Services Division for a period of ten years. The Axons were                                           
     the original owners of Axcom Computer Consultants, a predecessor of the                                               
     Company.                                                                                                              

(2)  Represents shares of Common Stock received in consideration for services                                              
     rendered to the Company.                                                                                              

(3)  Represents shares of Common Stock received in connection with the purchase                                            
     by Burling Instruments, Inc., a subsidiary of the Company, of its office                                              
     and manufacturing facilities.                                                                                         

(4)  Represents shares of Common Stock received for acting as a broker in the                                              
     Company's acquisition of Hopper Manufacturing Co., Inc. See footnote 13                                               
     below.                                                                                                                

(5)  Represents shares of Common Stock received pursuant to the acquisition by                                             
     Tech-Tools, Inc., a subsidiary of the Company, of DataBoss software in                                                
     August 1995.                                                                                                          

(6)  Represents shares of Common Stock received in consideration for $600,000 of                                           
     working capital provided by Kennedy Capital Management, Inc., an affiliate                                            
     of such Selling Shareholder, to the Company in December 1996 and January                                              
     and February 1997.                                                                                                    

(7)  Represents shares of Common Stock received for acting as a broker in the                                              
     Company's acquisition of MVAK Technologies, Inc. See footnote 12 below.                                               

(8)  Represents shares of Common stock issued as a bonus on January 11, 1996.                                              
     Mr. Martin is an employee of the Company.                                                                             

(9)  Represents shares of Common Stock received by Mr. Sherman in connection                                               
     with the Amendment to Agreement of Sale, dated as of November 13, 1996,                                               
     among the Company, Mr. Sherman and Universal Commodities Corp. ("UCC"). Mr.                                           
     Sherman is President of UCC, which is a subsidiary of the Company. Mr.                                                
     Sherman received 581,818 shares of Common Stock when the Company purchased                                            
     80% of UCC. The Company's share registry does not reflect Mr. Sherman as an                                           
     owner of record of these shares as of April 17, 1997.                                                                 

(10) Represents 20,000 shares of Common Stock, "H" warrants to purchase 100,000                                            
     shares of Common Stock and "I" warrants to purchase 100,000 shares of                                                 
     Common Stock. The 100,000 shares of Common Stock being offered hereunder by                                           
     Mr. Sullivan represent the shares of Common Stock underlying the "H"                                                  
     warrants. Prior to this Offering, Mr. Sullivan owned 28.57% of the                                                    
     outstanding "H" warrants. Mr. Sullivan is the President and a director of                                             
     the Company.                                                                                                          

(11) Represents shares of Common Stock received pursuant to the Company's                                                  
     acquisition of an 80% interest in US Electrical Products Corp., effective                                             
     as of December 1, 1996.                                                                                               

(12) Represents shares of Common Stock received pursuant to the Company's                                                  
     acquisition of MVAK Technologies, Inc. effective as of February 1, 1997.                                              

(13) Represents shares of Common Stock received pursuant to the Company's                                                  
     acquisition of Hopper Manufacturing Co., Inc. effective as of January 1,                                              
     1997.                                                                                                                 

(14) Represents shares of Common Stock received pursuant to the acquisition by                                             
     UCC of an 80% interest in Pizarro Re-Marketing, Inc. effective as of                                                  
     January 1, 1997.                                                                                                      

(15) Represents shares of Common Stock received pursuant to the acquisition by                                             
     UCC of an 80% interest in Norcom Resources, Inc. effective as of January 1,                                           
     1997.                                                                                                                 


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DESCRIPTION OF CAPITAL STOCK

       The Company's Certificate of Incorporation authorizes the issuance of
up to 20,000,000 shares of Common Stock, and up to 1,000,000 shares of preferred
stock (the "Preferred Stock"). The Preferred Stock may be issued from time to   
time and pursuant to such terms as are specified by the Company's Board of      
Directors.                                                                      

       As of April 16, 1997, there were 7,518,360 shares of Common Stock and
109,000 shares of Preferred Stock outstanding, par value $10 per share,         
redemption value $100 per share.                                                

       As of April 16, 1997, (i) there were outstanding warrants to purchase
2,625,000 shares of Common Stock at a weighted average exercise price of $5.37  
per share, and (ii) options held by employees of the Company to purchase        
2,180,200 shares of Common Stock at a weighted average exercise price of $4.40  
per share. All of the warrants are currently exercisable. Of the outstanding    
options, 630,000 are now exercisable and the rest become exercisable at various 
times over the next three years.                                                

 PRICE RANGE OF COMMON STOCK

        The Company's Common Stock trades on the Nasdaq Small-Cap Market under
the symbol "ACTC." The following table sets forth the high and low sale prices  
of the Common Stock as reported by the Nasdaq Small-Cap Market for each of the  
quarters since the Common Stock began trading on the Nasdaq Small-Cap Market in 
August 1995.                                                                    

       1995                                                      HIGH    LOW
----------------------------------------------------------------  ------  ------

Third Quarter...................................................   9       7 1/8
Fourth Quarter..................................................   7 1/2   3 5/8

1996                                                          
----------------------------------------------------------------                

First Quarter...................................................   6 7/8   2 3/4
Second Quarter..................................................   9 1/8   4    
Third Quarter...................................................   7 7/8   3 3/4
Fourth Quarter..................................................   7 3/8   4 1/2

1997                                                          
----------------------------------------------------------------                

First Quarter...................................................   5 7/8   4    
Second Quarter (through April 16, 1997).........................   4 3/8   3 1/8

        On April 16, 1997, the last reported sale price of the Common Stock on
the Nasdaq Small-Cap Market was $3.4375. As of April 16, 1997, there were       
approximately 985 shareholders of record of the Common Stock.                   

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PLAN OF DISTRIBUTION

       The Selling Shareholders may sell the Shares offered hereby in one or
more transactions (which may include "block" transactions) on the Nasdaq        
Small-Cap Market, in the over-the-counter market, in negotiated transactions or 
in a combination of such methods of sales, at fixed prices which may be changed,
at market prices prevailing at the time of sale, at prices related to such      
prevailing market prices or at negotiated prices. The Selling Shareholders may  
effect such transactions by selling the Shares directly to purchasers, or may   
sell to or through agents, dealers or underwriters designated from time to time,
and such agents, dealers or underwriters may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders and/or the  
purchaser(s) of the Shares for whom they may act as agent or to whom they may   
sell as principals, or both. The Selling Shareholders and any agents, dealers or
underwriters that act in connection with the sale of the Shares might be deemed 
to be "underwriters" within the meaning of Section 2(11) of the Securities Act, 
and any discount or commission received by them and any profit on the resale of 
the Shares as principal might be deemed to be underwriting discounts or         
commissions under the Securities Act.                                           

      The Company will receive no portion of the proceeds from the sale of
the Shares and will bear all of the costs relating to the registration of this  
Offering (other than any fees and expenses of counsel for the Selling           
Shareholders). Any commissions, discounts or other fees payable to a broker,    
dealer, underwriter, agent or market maker in connection with the sale of any of
the Shares will be borne by the Selling Shareholders.                           

 LEGAL MATTERS

       Certain legal matters with respect to the Common Stock offered hereby
will be passed upon for the Company by Bryan Cave LLP, St. Louis, Missouri.     

INDEPENDENT AUDITORS

         The consolidated financial statements of the Company as of December 31,
1996 and 1995, and for each of the years in the three-year period ended December
31, 1996, have been audited by Rubin, Brown, Gornstein & Co. LLP, independent   
public accountants, as indicated in their report with respect thereto, and are  
included in the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996, and are incorporated herein by reference, in reliance upon   
the authority of such firm as experts in accounting and auditing in giving said 
reports.                                                                        

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                           

      The following table sets forth the expenses (other than underwriting
discounts and commissions), which other than the SEC registration fee are       
estimates, payable by the Company in connection with the sale and distribution  
of the shares registered hereby**:                                              

SEC Registration Fee...........................  $ 1,998      
Accounting Fees and Expenses...................    1,000*     
Legal Fees and Expenses........................   10,000*     
Transfer Agent's Fees and Expenses.............    1,000      
Miscellaneous Expenses.........................    3,002      
                                            --------
    Total.................................  $17,000*
                                            ========
-------------                                                                   

*   Estimated                                                                 

**  The Selling Shareholders will pay any sales commissions or underwriting   
     discount and fees incurred in connection with the sale of shares registered
hereunder.                                                            

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

         Sections 351.355(1) and (2) of The General and Business Corporation Law
of the State of Missouri provide that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding by reason of the fact that he is or was 
a director, officer, employee or agent of the corporation, or is or was serving 
at the request of the corporation as a director, officer, employee or agent of  
another corporation, partnership, joint venture, trust or other enterprise,     
against expenses, judgments, fines and amounts paid in settlement actually and  
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not   
opposed to the best interests of the corporation and, with respect to any       
criminal action or proceeding, had no reasonable cause to believe his conduct   
was unlawful, except that, in the case of an action or suit by or in the right  
of the corporation, the corporation may not indemnify such persons against      
judgments and fines and no person shall be indemnified as to any claim, issue or
matter as to which such person shall have been adjudged to be liable for        
negligence or misconduct in the performance of his duty to the corporation,     
unless and only to the extent that the court in which the action or suit was    
brought determines upon application that such person is fairly and reasonably   
entitled to indemnity for proper expenses. Section 351.355(3) provides that, to 
the extent that a director, officer, employee or agent of the corporation has   
been successful in the defense of any such action, suit or proceeding or any    
claim, issue or matter therein, he shall be indemnified against expenses,       
including attorneys' fees, actually and reasonably incurred in connection with  
such action, suit or proceeding. Section 351.355(7) provides that a corporation 
may provide additional indemnification to any person indemnifiable under        
subsection (1) or (2), provided such additional indemnification is authorized by
the corporation's articles of incorporation or an amendment thereto or by a     
shareholder-approved bylaw or agreement, and provided further                   

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that no person shall thereby be indemnified against conduct which was finally   
adjudged to have been knowingly fraudulent, deliberately dishonest or willful   
misconduct or which involved an accounting for profits pursuant to Section 16(b)
of the Securities Exchange Act of 1934.                                         

        The bylaws of the Company provide that the Company shall indemnify, to
the full extent permitted under Missouri law, any director, officer, employee or
agent of the Company who has served as a director, officer, employee or agent of
the Company or, at the Company's request, has served as a director, officer,    
employee or agent of another corporation, partnership, joint venture, trust or  
other enterprise.                                                               

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the  
Company pursuant to such provisions, the Company has been informed that in the  
opinion of the Securities and Exchange Commission such indemnification is       
against public policy as expressed in such Act and is therefore unenforceable.  

ITEM 16. EXHIBITS.                                                              

See Exhibit Index.                                            

ITEM 17. UNDERTAKINGS.                                                          

(a) The undersigned small business issuer hereby undertakes:  

           (1) To file, during any period in which offers or 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 this registration statement (or the most
       recent post-effective amendment hereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
in this Registration Statement;                               

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

provided, however, that paragraphs (i) and (ii) do not apply if the information 
required to be included in a post-effective amendment by those paragraphs is    
contained in periodic reports filed by the registrant pursuant to Section 13 or 
Section 15(d) of the Securities Exchange Act of 1934 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and  
controlling persons of the small business issuer                                

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pursuant to the foregoing provisions, or otherwise, the small business issuer   
has been advised that in the opinion of the Securities and Exchange Commission  
such indemnification is against public policy as expressed in the Act and is,   
therefore, unenforceable. In the event that a claim for indemnification against 
such liabilities (other than the payment by the small business issuer 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 small business issuer 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 Act and will 
be governed by the final adjudication of such issue.                            

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SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the County of St. Louis, State of Missouri, on April 17, 1997.   

                               APPLIED CELLULAR TECHNOLOGY, INC.

                  By: David A. Loppert
                                           -------------------------------------
                                       David A. Loppert, Vice President,
                                           Treasurer and Chief Financial Officer

 POWER OF ATTORNEY

  Each person whose signature appears below hereby constitutes and
appoints Garrett A. Sullivan and David A. Loppert, and each of them (with full  
power to each of them to act alone), the true and lawful attorney in fact and   
agent for the undersigned, to act on behalf of and in the name of the           
undersigned in connection with this Registration Statement, including the       
authority to sign any amendments (including post-effective amendments) to this  
Registration Statement, and to file the same, with exhibits and any and all     
other documents filed with respect thereto, with the Securities and Exchange    
Commission (or any other governmental or regulatory authority), and each such   
person ratifies and confirms all that said attorneys in fact and agents may     
lawfully do or cause to be done by virtue hereof.                               

  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the          
capacities and on the dates indicated.                                          

  NAME                             TITLE                          DATE
-------------------  -------------------------------------------  --------------

Richard J. Sullivan                                                             
-------------------  Chairman of the Board of Directors,          April 17, 1997
Richard J. Sullivan    Chief Executive Officer and Secretary                    
(Principal Executive Officer)     
Garrett A. Sullivan                                                             
-------------------  President and Director                       April 17, 1997
Garrett A. Sullivan    (Chief Operating Officer)                                

David A. Loppert                                                                
-------------------  Vice President, Treasurer and Chief          April 17, 1997
David A. Loppert       Financial Officer                                        
 (Principal Financial and Accounting
Officer)                          
Angela M. Sullivan                                                              
-------------------  Director                                     April 17, 1997
Angela M. Sullivan                                                              

Daniel E. Penni                                                                 
-------------------  Director                                     April 17, 1997
Daniel E. Penni                                                                 

Arthur F. Noterman                                                              
-------------------  Director                                     April 17, 1997
Arthur F. Noterman                                                              

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 EXHIBIT INDEX

EXHIBIT NUMBER  DESCRIPTION                                                     
--------------  ----------------------------------------------------------------

4.1(a)          Articles of Incorporation of the Company (incorporated herein by
               reference to Exhibit 3 to the Company Registration Statement on
         Form S-1 (File No. 33-79678) filed with the Commission on
June 3, 1994 (the "IPO Form S-1"))              

4.1(b)          Amendment of Articles of Incorporation of the Company dated as  
of August 2, 1996                               

4.2             Bylaws of the Company (incorporated herein by reference to      
Exhibit 3 to the IPO Form S-1)                  

5.1             Opinion of Bryan Cave LLP regarding the validity of the Common  
Stock *                                         

23.1            Consent of Rubin, Brown, Gornstein & Co. LLP                    

23.2            Consent of Bryan Cave LLP (included in Exhibit 5.1)*            

24.1            Power of Attorney (included in Signature Page)                  

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

* To be filed by amendment.                                                     

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3’ Filing		Date		First		Last			Other Filings
Filed on:		4/18/97		1		2
		4/17/97		9		15
		4/16/97		1		10
		4/15/97		3					8-K,  8-K/A
		4/11/97		3					8-K
		4/2/97		3					8-K
		3/31/97		3					10-Q,  10KSB40
		2/19/97		3					8-K
		2/3/97		3					8-K
		2/1/97		9
		1/1/97		7		9
		12/31/96		3		11			10KSB40
		12/1/96		9
		11/13/96		9					10QSB,  8-K,  8-K/A
		8/2/96		16					DEF 14A
		1/11/96		9
		1/1/96		5
		12/31/95		11					10KSB40/A
		5/5/95		3
		6/3/94		16
									List all Filings