As filed with the Securities and Exchange Commission on April 21, 2004
                                    Registration No. 333-_______________________

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                   SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP.
                   -------------------------------------------
              (Exact name of registrant as specified in its charter)

                        Delaware                      80-0025175
              (State or other jurisdiction          (IRS Employer
            of incorporation or organization)     Identification No.)

                               91 Hill Avenue NW,
                        Fort Walton Beach, Florida 32548
                                 (850) 796-0909
              (Address, Including Zip Code and Telephone Number, of
                          Principal Executive Offices)

                      2004 Non-Statutory Stock Option Plan
                             (Full Title of the Plan)

            William H. Ham                                   Copy to:
Spectrum Science & Software Holdings Corp.           Adam S. Gottbetter, Esq.
            91 Hill Avenue NW,                        Salvatore Fichera, Esq.
     Fort Walton Beach, Florida 32548               Gottbetter & Partners, LLP.
              (850) 796-0909                      488 Madison Avenue, 12th Floor
   (Name, Address and Telephone Number,              New York, New York 10022
including Area Code, of Agent for Service)                (212) 400-6900





Title of Securities                          Amount         Proposed           Proposed         Amount of
To Be Registered                              To Be          Maximum      Maximum Aggregate   Registration
                                           Registered    Offering Price     Offering Price         Fee
                                          Per Share (1)
----------------------------------------  -------------  ---------------  ------------------  -------------
                                                                                  

Common Stock, par value $.0001 per share
----------------------------------------  -------------  ---------------  ------------------  -------------
2004 Non-Statutory Stock Option Plan . .     20,000,000  $          3.10  $       62,000,000  $    7,855.40
----------------------------------------  -------------  ---------------  ------------------  -------------
TOTAL: . . . . . . . . . . . . . . . . .     20,000,000  $          3.10  $       62,000,000  $    7,855.40
----------------------------------------  -------------  ---------------  ------------------  -------------



(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rule  457(c) on the basis of the average of the high and low prices
of  the  common stock of the Registrant as traded in the over-the counter market
and  reported  on the OTC  Electronic Bulletin Board of the National Association
of  Securities  Dealers  on  April 16,  2004.



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.          PLAN  INFORMATION

     Pursuant to the Note to Part I of the Form S-8, the information required by
Part  I  is  not  filed  with  the  Securities  and  Exchange  Commission.

ITEM  2.          INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     Registrant  will  provide without charge to each person to whom a copy of a
Section  10(a)  Prospectus  hereunder  is  delivered,  upon  the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests  for  such information should be directed to
Spectrum  Science  &  Software  Holdings  Corp.,  91 Hill Avenue NW, Fort Walton
Beach,  Florida  32548,  (850)  796-0909.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.          INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The following  documents are incorporated by reference in this registration
statement.

     a)     Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December  31,  2003  filed  pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act");

     b)     All  other  reports filed by Registrant pursuant to Section 13(a) or
15(d)  of  the Exchange Act since the end of the fiscal year covered by the Form
10-KSB  referred  to  in  (a)  above.

     c)     The  description  of  the  common  stock, $.0001 par value per share
(the  "Common  Stock")  of  the  Registrant  is  contained  in  the Registrant's
registration  statement  on Form 10-SB, as amended, as filed with the Securities
and  Exchange  Commission  on  August  20,  2003.

     All  documents  filed by the Registrant pursuant to Section 13 (a), 13 (c),
14  and  15  (d) of the Exchange Act subsequent to the date of this registration
statement  and  prior  to  the  filing  of  a  post-effective  amendment to this
registration  statement  which indicates that all securities offered hereby have
been  sold  or  which  deregisters all securities then remaining unsold shall be
deemed  to be incorporated in this registration statement by reference and to be
a part hereof from the date of filing of such documents. Any statement contained
in  this  registration statement, in a supplement to this registration statement
or  in  a  document  incorporated  by  reference  herein,  shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that  a  statement  contained  herein or in any subsequently filed supplement to
this registration statement or in any document that is subsequently incorporated
by  reference  herein  modifies  or  supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to  constitute  a  part  of  this  registration  statement.

ITEM  4.          DESCRIPTION  OF  SECURITIES

     Not  applicable.  The class of securities to be offered is registered under
Section  12  of  the  Exchange  Act.

ITEM  5.          INTEREST  OF  NAMED  EXPERTS  AND  COUNSEL

     The  validity of the shares of common stock registered in this registration
statement has been passed upon for the Registrant by Gottbetter & Partners, LLP,
("G&P")  whose  opinion is attached hereto as Exhibit 5.  G&P holds 4,865 shares
of  common  stock  of  the  Registrant.



ITEM  6.          INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

     Generally, Section 145 of the Delaware General Corporation Law (the "DGCL")
empowers  a  Delaware  corporation  to  indemnify  any person for claims arising
against  the  person  for  serving  as  a  present  or former director, officer,
employee, or agent of the corporation. Indemnity is available only if the person
acted in good faith and in a manner reasonably believed to be in, or not opposed
to,  the  best  interests of the corporation. If the claim is a criminal action,
indemnification  may  be available only if the person had no reasonable cause to
believe  his  or  her  conduct  was unlawful. The indemnity may include expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually  and  reasonably  incurred  in  connection  with  the  claim.

     A  Delaware  corporation  may  also  indemnify  persons  against  expenses
(including  attorneys' fees) incurred for actions brought by or on behalf of the
corporation  subject  to  the  conditions  discussed  above,  except  that  no
indemnification  is  permitted  in respect of any claim as to which person shall
have  been found to be liable to the corporation unless a court determines that,
in  view  of  all  the  circumstances  of  the  case,  the  person is fairly and
reasonably  entitled  to  indemnity.

     To  the  extent  the person is successful in defending a claim described in
the  preceding two paragraphs, the corporation must indemnify the person against
expenses  (including  attorneys'  fees)  actually  and  reasonably incurred. The
indemnification  and  advancement of expenses provided for in Section 145 is not
exclusive  of  any  other  rights  to which the person may be entitled under any
By-law,  agreement,  vote  of  stockholders  or  disinterested  directors,  or
otherwise.

ITEM  7.          EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.          EXHIBITS




Exhibits No.  Description
------------  -----------------------------------------------------------------
           
         4.1    2004  Non-Statutory  Stock  Option  Plan,  as  amended.
         5.1    Opinion of Counsel, Gottbetter & Partners, LLP.
        23.1    Consent of Counsel (included in Exhibit 5.1 hereto).
        23.2    Consent  of  Tedder,  James,  Worden  &  Associates,  P.A.
------------  -----------------------------------------------------------------


ITEM  9.          UNDERTAKINGS

     The  Registrant  hereby  undertakes:

     1.     To file,  during any period in which offers or sales are being made,
a  post-effective  amendment  to  this  registration  statement  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;

     2.     For  determining  liability  under the Securities Act of 1933, treat
each  such  post-effective  amendment  as  a  new  registration statement of the
securities  offered,  and  the  offering of the securities at the time to be the
initial  bona  fide  offering.

     3.     File  a  post-effective amendment to remove from registration any of
the  securities  that  remain  unsold  at  the  end  of  the  offering.



                                   SIGNATURES

                   SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP.

     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-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized in the City of Fort Walton Beach, State of Florida on the 19th day of
April,  2004.


                                   By:    /s/ William H. Ham, Jr.
                                          -------------------------
                                          William H. Ham, Jr.
                                          Executive Vice President


                                   By:    /s/ Nancy  Gontarek
                                          -------------------------
                                          Nancy  Gontarek
                                          Chief  Financial  Officer

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

                                           Title                     Date

/s/ Karl Heer
----------------
Karl Heer                Director                                April 19, 2004

/s/ Kelvin Armstrong
--------------------
Kelvin Armstrong         Director                                April 19, 2004