SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

         WORLDS INC.
         (Name of Issuer)

                          Common Stock, $.05 par value
                           (Title of Class of Securities)

                                    981918105
                                 (CUSIP Number)
                             Irving Rothstein, Esq.
                          Heller, Horowitz & Feit, P.C.
                               292 Madison Avenue
                            New York, New York 10017
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

         April 13, 1999
         (Date of Event which Requires Filing of this Statement)

         If the filing person has  previously  filed a statement of Schedule 13G
to report the  acquisition  which is the subject of this  Schedule  13D,  and is
filing this schedule because of Rule 13d-I(b)(3) or (4), check the following box
[ ]

         Check the following box if a fee is being paid with the statement.  [ ]
(A fee  is not  required  only  if the  reporting  person:  (1)  has a  previous
statement on file  reporting  beneficial  ownership of more than five percent of
the class of  securities  described  in Item 1; and (2) has  filed no  amendment
subsequent  thereto  reporting  beneficial  ownership of five percent or less of
such class.) (See Rule 13d-7)

         NOTE: Six copies of this  statement,  including all exhibits  should be
filed with the  Commission.  See Rule  13d-1(a) for other parties to whom copies
are to be sent.

         (Continued on following pages)

                              (Page 1 of 3 Pages)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

         The information  required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).




                                                             Page 2 of 3 Pages

         This  statement  relates to Common  Stock,  $.05 par value (the "Common
Stock"), of Worlds Inc., a New Jersey corporation ("Company"). This is amendment
No. 1 to a Schedule 13D that was filed on April 23, 1999 (the  "Schedule  13D").
Terms not defined herein shall have the meaning ascribed to them in the Schedule
13D.  Unless  amended  hereby,  information  contained  in the  Schedule  13D is
confirmed in all respects.

5.  Interest in Securities of the Issuer.

         (a) Mr. Greenberg owns 3,818,750  shares of Common Stock  (representing
approximately 21.9%) of which 3,618,750 shares were acquired by Mr. Greenberg at
par value as a founder.  The balance  was  acquired  as  disclosed  in Item 5(c)
below.  Mr.  Scharf  owns  1,381,250   shares  of  Common  Stock   (representing
approximately  7.9%)all of which were purchased at par value as a founder except
for 400,000  shares  purchased  in June 1997 at a price of $0.50 per share.  Mr.
Kidrin  owns  1,300,000  shares  of  Common  Stock  (representing  approximately
7.5%)which  were  purchased  at par value as a founder.  Each  Reporting  Person
disclaims  beneficial  ownership  in the  shares  held  by the  other  Reporting
Persons.

         (c) By agreement dated April 13, 1999,  Messrs.  Greenberg,  Scharf and
Kidrin  agreed to  contribute  to the capital of the  Company  for  cancellation
881,250, 318,750 and 300,000 shares of Common Stock, respectively.  On April 13,
1999, Mr. Greenberg  purchased from Mr. Scharf 200,000 shares of Common Stock at
$.50 per share in a private transaction.





                                                            Page 3 of 3 Pages


                                   SIGNATURES

         After reasonable inquiry and to the best of the undersigned's knowledge
and belief,  the  undersigned  certifies that the  information set forth in this
statement is true, complete and correct.


Dated: April ___, 1999



_/s/_____________________
Steven Greenberg



_/s/_____________________
Michael Scharf



_/s/_____________________
Thomas Kidrin