SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Brown James Schlafly

(Last)

(First)

(Middle)

200 LUDLOW DRIVE

EWING BUSINESS PARK

(Street)

EWING

08638

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WORLDWATER & SOLAR TECHNOLOGIES CORP. [ WWAT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	06/02/2008		M		50,000	A	$0.38	50,000	D
Common stock	06/02/2008		M		250,000	A	$0.28	300,000	D
Common stock	06/02/2008		S		10,000	D	$0.625	290,000	D
Common stock	06/02/2008		S		5,500	D	$0.626	284,500	D
Common stock	06/02/2008		S		29,500	D	$0.63	255,000	D
Common stock	06/02/2008		S		8,300	D	$0.635	246,700	D
Common stock	06/02/2008		S		6,000	D	$0.64	240,700	D
Common stock	06/02/2008		S		11,600	D	$0.65	229,100	D
Common stock	06/02/2008		S		3,500	D	$0.655	225,600	D
Common stock	06/02/2008		S		8,800	D	$0.66	216,800	D
Common stock	06/02/2008		S		9,000	D	$0.665	207,800	D
Common stock	06/02/2008		S		22,500	D	$0.667	185,300	D
Common stock	06/02/2008		S		12,500	D	$0.674	172,800	D
Common stock	06/03/2008		S		54,496	D	$0.675	118,304	D
Common stock	06/02/2008		S		2,500	D	$0.676	115,804	D
Common stock	06/02/2008		S		5,000	D	$0.68	110,804	D
Common stock	06/03/2008		S		21,669	D	$0.68	89,135	D
Common stock	06/03/2008		S		15,300	D	$0.681	73,835	D
Common stock	06/03/2008		S		5,934	D	$0.682	67,901	D
Common stock	06/02/2008		S		300	D	$0.685	67,601	D
Common stock	06/03/2008		S		11,900	D	$0.685	55,701	D
Common stock	06/03/2008		S		9,700	D	$0.69	46,001	D
Common stock	06/02/2008		S		24,670	D	$0.691	21,331	D
Common stock	06/03/2008		S		9,000	D	$0.691	12,331	D
Common stock	06/03/2008		S		3,600	D	$0.695	8,731	D
Common stock	06/02/2008		S		330	D	$0.7	8,401	D
Common stock	06/03/2008		S		8,401	D	$0.7	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock options	$0.38	06/02/2008		M			50,000	06/30/2004	06/18/2014	common stock	50,000	$0⁽¹⁾	571,430	D
Common stock options	$0.28	06/02/2008		M			250,000	12/31/2004	12/30/2014	common stock	250,000	$0⁽¹⁾	321,430	D

Explanation of Responses:

1. The common stock options were granted to Mr. Brown by the Issuer under an Incentive Stock Option Plan, at no cost to Mr. Brown.

Remarks:

	/s/ James S. Brown	06/04/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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