As filed with the Securities and Exchange Commission on October 22, 2003
                                      Registration No. 333- _______________
===========================================================================
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
                            __________________________
                                     FORM S-3
                              REGISTRATION STATEMENT
                                       Under
                            THE SECURITIES ACT OF 1933
                            __________________________

                            AQUACELL TECHNOLOGIES, INC.
                (Exact name of registrant as specified in charter)

          Delaware                    3590                   33-0750453
      ----------------      -------------------------     ----------------
      (State or other           (Primary Standard         (I.R.S. Employer
      jurisdiction of       Industrial Classification      Identification
       incorporation               Code Number)                Number)
      or organization)

                             10410 Trademark Street
                           Rancho Cucamonga, CA 91730
                                 (909) 987-0456
                        (Address, including zip code, and
                        telephone number, including area
                         code, of registrant's principal
                               executive offices)

                                 James C. Witham
                             Chief Executive Officer
                             10410 Trademark Street
                           Rancho Cucamonga, CA 91730
                                 (909) 987-0456
                          (Name, address, including zip
                           code, and telephone number,
                    including area code, of agent for service)

                                   Copies to:

                              Harold W. Paul, Esq.
                               Harold W. Paul, LLC
                               1465 Post Road East
                               Westport, CT 06880
                                 (203) 256-8005

   Approximate date of commencement of proposed sale to public:  As soon as
practicable  after this Registration Statement becomes effective  and  from
time to time thereafter as determined by market conditions.
   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, 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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
under the Securities Act, please check the following box.  [ ]

                      CALCULATION OF REGISTRATION FEE
===========================================================================
                                          Proposed     Proposed    Amount
 Title of Each Class of   Amount to Be    Maximum      Maximum       of
    Securities to Be       Registered     Offering    Aggregate   Registra-
       Registered                          Price       Offering   tion Fee
                                         Per Share(2)  Price(2)
---------------------------------------------------------------------------
Common Stock, par value
$.001 per share (1).... 8,867,006 shares    $8.25    $22,634,040  $1,831.09
===========================================================================
(1)  Includes  5,833,638 shares of common stock issuable upon  exercise  of
warrants  and 1,185,000 shares of common stock issuable upon conversion  of
Series A preferred stock.
(2)  Estimated  solely for the purpose of calculating the registration  fee
pursuant to Rule 457(c) under the Securities Act and based upon the average
of  the  high and low trading price for the common stock on American  Stock
Exchange  on October 15, 2003 with respect to common stock and pursuant  to
Rule 457(i) with respect to common stock underlying warrants.

     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, as amended, or  until this
Registration  Statement  shall  become   effective  on  such  date  as  the
Commission, acting pursuant to such Section 8(a), may determine.
===========================================================================



PROSPECTUS
__________

                              Subject to Completion
                 Preliminary Prospectus dated October ___, 2003.

                                8,837,006 Shares

                          [AquaCell Technologies, Inc.]
                                 [Company Logo]


                                  Common Stock


  The  selling  stockholders identified in this prospectus may  offer  from
time   to  time  an  aggregate  of  up  to  8,867,006  shares  of  AquaCell
Technologies,  Inc.'s common stock, including 5,833,638  shares  underlying
common  stock  purchase warrants.  We will not receive any of the  proceeds
from  the  sale of shares.  We may receive funds of up to $14,898,952  upon
the  exercise of up to 5,833,638 common stock purchase warrants exercisable
at various prices.

  The selling stockholders may offer their shares through public or private
transactions,  on or off the American Stock Exchange, at prevailing  market
prices or at privately negotiated prices.

   Our  common stock trades on the American Stock Exchange under the symbol
"AQA".   On  October 15, 2003, the last reported sale price of  our  common
stock on the American Stock Exchange was $2.55 per share.

   Investing in our common stock involves risks which are described in  the
"Risk Factors" section beginning on page 6 of this prospectus.

   Neither  the Securities and Exchange Commission nor any state securities
commission  has approved or disapproved these securities or  determined  if
this  prospectus  is  truthful  or complete.   Any  representation  to  the
contrary is a criminal offense.

             The date of this prospectus is _________ ___, 2003.


  The information in this prospectus is not complete and may be changed.
  We  have filed a registration statement relating to these shares  with
  the  Securities and Exchange Commission.  We cannot sell these  shares
  until  the  registration statement becomes effective.  This prospectus
  is  not  an  offer  to sell these receipts and we are  not  soliciting
  offers  to buy these shares in any state where such offer or  sale  is
  not permitted.

                                   1



                           TABLE OF CONTENTS

                                                                 Page

Special Note Regarding Forward-looking Statements .................3
Where You Can Find More Information ...............................3
Incorporation of Information We File with the SEC .................4
The Company .......................................................5
Risk Factors ......................................................6
Use of Proceeds ...................................................9
Dividend Policy ...................................................9
Selling Stockholders ..............................................9
Plan of Distribution .............................................12
Description of Capital Stock .....................................12
Legal Matters ....................................................14
Experts ..........................................................14

                          ___________________

      "Purific"  and "Never Change Another Bottle" are our trademarks.
All other trademarks or service marks appearing in this prospectus are
trademarks  and  service marks of the respective  companies  that  use
them.

     You should rely only on the information contained or incorporated
by  reference  in  this  prospectus.  We have  not,  and  the  selling
stockholders have not, authorized any other person to provide you with
different  information.   If anyone provides  you  with  different  or
inconsistent information, you should not rely on it.  We are not,  and
the  selling stockholders are not, making an offer to sell our  common
stock in any jurisdiction except where the offer or sale is permitted.
You  should  not assume that the information contained or incorporated
by  reference in this prospectus is accurate as of any date other than
the  date  on the front cover of this prospectus or the date  of  such
other documents.

                                   2



           SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     When used in this prospectus and in future filings by the Company
with  the  Commission, statements identified by the  words  "believe",
"positioned",  "estimate",  "project", "target",  "continue",  "will",
"intend",  "expect", "future", "anticipates", and similar  expressions
express   management's  present  belief,  expectations  or  intentions
regarding the Company's future performance within the meaning  of  the
Private  Securities  Litigation  Reform  Act  of  1995.   Readers  are
cautioned  not  to  place undue reliance on any  such  forward-looking
statements,  each  of  which speaks only as of the  date  made.   Such
statements  are subject to certain risks and uncertainties that  could
cause actual results to differ materially from historical earnings and
those  presently  anticipated  or  projected.   The  Company  has   no
obligations to publicly release the result of any revisions which  may
be  made  to any forward-looking statements to reflect anticipated  or
unanticipated events or circumstances occurring after the date of such
statements.


                  WHERE YOU CAN FIND MORE INFORMATION

      We  are  a public company and file annual, quarterly and special
reports,  proxy  statements and other information with the  Securities
and  Exchange Commission.  You may read and copy any document we  file
at  the  SEC's  public  reference room  at  450  Fifth  Street,  N.W.,
Washington, D.C. 20549.  You can request copies of these documents  by
writing to the SEC and paying a fee for the copying cost.  Please call
the SEC at 1-800-SEC-0330 for more information about the operation  of
the  public reference room.  Our SEC filings are also available to the
public at the SEC's web site at http://www.sec.gov.  In addition,  you
can  read  and  copy  our SEC filings at the office  of  the  National
Association  of Securities Dealers, Inc. at 1735 K Street, Washington,
D.C. 20006.

      We  have filed a registration statement on Form S-3 with the SEC
covering the common stock offered by this prospectus.  We refer you to
this   registration   statement  and  its  exhibits   for   additional
information about us and our common stock.  Copies of the registration
statement  may be obtained at the above referenced SEC offices  or  on
the   SEC's  web  site  at  www.sec.gov.   Our  internet  address   is
www.aquacell.com.

                                   3



           INCORPORATION OF INFORMATION WE FILE WITH THE SEC

      The SEC allows us to incorporate by reference the information we
file with them, which means:

     .   Incorporated  documents  are considered part of the
         prospectus,
     .   We  can  disclose important information  to you  by
         referring you to those documents, and
     .   Information   that  we   file  with  the  SEC  will
         automatically update and supersede this prospectus.

     We incorporate by reference the documents listed below which were
filed  with  the SEC under the Securities Exchange Act  of  1934  (the
"Exchange Act"):

     .   Annual  Report on  Form 10-KSB for the fiscal  year
         ended June 30, 2003.

      We also incorporate by reference each of the following documents
that  we will file with the SEC after the date of this prospectus  but
before all the common stock offered by this prospectus has been sold:

     .   Reports filed under Sections  13(a) and (c)  of the
         Exchange Act,
     .   Definitive  proxy  or information statements  filed
         under Section 14 of the Exchange  Act in connection
         with any subsequent stockholders' meeting, and
     .   Any  reports  filed  under the Section 15(d) of the
         Exchange Act.

      You  may  request  a  copy  of any  filings  referred  to  above
(excluding  exhibits), at no cost, by contacting us at  the  following
address:

          AquaCell Technologies, Inc.
          Attention: Karen B. Laustsen
          10410 Trademark Street
          Rancho Cucamonga, CA 91730
          (909) 987-0456

                                   4



                              THE COMPANY

      AquaCell  Technologies, Inc. (the "Company") is engaged  in  the
manufacture and sale of products for water filtration and purification
through  our operating subsidiaries, Global Water-Aquacell,  Inc.  and
Water  Science Technologies, Inc. (WST). Our products address  various
water treatment applications for industrial, commercial, institutional
and  residential  purposes. These applications  range  from  providing
purified  drinking  water-  through our  point-of-use  patented  self-
filling Purific(R) Water Cooler and production of water bottling plant
equipment- to equipment for processing water for ultra-pure  purposes,
such as micro-chip and pharmaceutical manufacturing.  The Company  was
incorporated in Delaware on March 19, 1997.

      Our  flagship product is our patented five-gallon self-refilling
bottle Purific water cooler, manufactured by our Global Water-Aquacell
subsidiary.  We  manufacture five different models  of  Purific  water
coolers  with  varying complexity of filtration systems,  designed  to
meet  the needs of the customers to which they are sold.  The  various
filtration   systems  available  on  our  cooler   contain   different
combinations  of  systems,  which utilize  sediment  filters,  reverse
osmosis, carbon block, multi-media filters and ultra-violet light.  We
replace   traditional  five-gallon  bottle  water   coolers   with   a
permanently  installed convenient alternative where the  bottle  never
needs  changing  and  water bottles no longer need  to  be  delivered,
stored  or  replaced.  In addition, we replace water  fountains  where
users  tend  to  have  greater concerns as  to  sanitation  and  water
quality.

       We recently announced a successful product test that was funded
by  a Fortune 100 company on our Purific water cooler.  The results of
this  test confirmed the competitive advantages of the Purific system,
particularly  for the residential market, the fastest growing  segment
of the bottled water industry.

      We  sell  our Purific coolers directly to corporations  with  an
emphasis on Fortune 500 headquarter locations and to the US Government
under  a  General  Services  Administration contract,  and  indirectly
through marketing partners.  Additionally, we have an arrangement with
Roto-Rooter  Plumbers for the installation and sales  of  our  Purific
coolers.  We intend to maintain a small in-house sales force and  rely
on our marketing partners for most of our sales.


Corporate Information
---------------------

      Our  principal executive offices are located at 10410  Trademark
Street,  Rancho Cucamonga, CA 91730 and our telephone number is  (909)
987-0456.   Our  website  can be accessed  at  www.aquacell.com.   The
reference to our website address does not constitute incorporation  by
reference of the information contained at the website.

                                   5



                             RISK FACTORS

      Before you invest in our common stock, you should be aware  that
there are risks, including those described below which may affect  our
business,  financial  condition or results of operations.  You  should
consider  carefully these risk factors together with all of the  other
information included in this memorandum before you decide to  purchase
shares of our common stock.

Risks Relating to Our Business
------------------------------

We  have  incurred  substantial operating losses  and  an  accumulated
deficit. We expect to continue to have operating losses and a  growing
accumulated deficit in the future.

      Our  business operations have generated operating  losses  since
inception  of the business in 1997. For the year ended June 30,  2003,
our  business operations generated operating losses of $3,434,000.  We
had  an accumulated deficit of $12,909,000 at June 30, 2003. We expect
to  continue  to  generate net operating losses while we  continue  to
expand  our marketing efforts. We can give no assurance that  we  will
obtain  a  customer  base  sufficient to  support  the  costs  of  our
operations.

      We  cannot assure you that we will become profitable or that our
cash  flow will become positive at any time in the foreseeable future,
or  at all, or that we will generate sufficient cash flow from product
sales  to liquidate liabilities as they become due. In the event  that
we  are unable to liquidate our liabilities, we may delay or eliminate
some  expenditures  and  we  may scale back  our  planned  operations.
Accordingly,  we expect to need additional funds to meet  our  planned
obligations, and we will seek to raise such amounts through a  variety
of  options,  including  future cash from operations,  borrowings  and
proceeds  from  equity  financings.  Additional  funding  may  not  be
available when needed or on terms acceptable to us, which could have a
material  adverse  effect  on our business,  financial  condition  and
results  of  operations.  In addition, if we  raise  additional  funds
through  the  issuance of equity, equity-linked  or  debt  securities,
those securities may have rights, preferences or privileges senior  to
those  of  the  rights  of our common stock and our  stockholders  may
experience additional dilution.

Our  Purific Water Cooler is new and may not be accepted by our target
market.

      Our primary product is based upon a permanently attached plastic
bottle  with a filtration system.  Municipal water passes through  the
filter  to keep the bottle filled.  This is a different approach  from
the conventional replaceable five gallon bottle.  Our target customers
may  not  be  willing  to use our approach which  would  significantly
hinder our growth potential and would negatively affect our business.

We are dependent on our marketing partners to distribute our products.

      We  maintain a small in-house sales force and rely primarily  on
our  marketing partners to distribute our products, none of  whom  are
required  to  meet  specific  performance  goals  or  commit  specific
resources  to  the  marketing of our products.  The failure  of  these
marketing  partners  to  act effectively on our  behalf  will  have  a
material adverse effect on the future performance of our business.

The market for bottled water is highly competitive and we compete with
large,  well  established  companies. If  we  are  unable  to  compete
effectively,  the  demand  for, or prices  of,  our  products  may  be
reduced.

      The bottled water market is intensely competitive. We may not be
able  to compete successfully against current or potential competitors
and  our failure to do so could seriously harm our business, operating
results and financial condition.

      We  compete directly with large, well-established companies such
as  Nestle (Perrier), Danone (Evian) and Culligan. These and  many  of
our  current  and  potential  competitors have  significantly  greater
financial, selling and marketing, technical, manufacturing  and  other
resources than we have. As a result, these competitors may be able  to

                                   6



devote  greater resources toward the development, promotion, sale  and
support  of their products than we can. These companies may  introduce
additional  products  that compete with ours or enter  into  strategic
relationships  to offer complete solutions which we do  not  currently
offer.

      In addition, we recently introduced our Purific Water Cooler  to
the  market and we have not had enough experience selling the  product
to  fully assess its competitiveness. If we find that our new products
are not competitive, our business could be materially harmed.

We depend on key personnel and could be materially adversely  affected
if we do not retain those personnel.

      Our  operations  will  depend on the efforts  of  our  executive
officers,  in  particular  James C. Witham,  our  Chairman  and  Chief
Executive  Officer,  and  Karen  B.  Laustsen,  our  President,  Chief
Operating Officer and Secretary.  Should we be unable to retain any of
our executive officers, our business and prospects could be materially
adversely  affected.   We  have  entered  into  five  year  employment
agreements  with Mr. Witham and Ms. Laustsen that expire in  February,
2006.   Our  business  or  prospects  could  be  materially  adversely
affected  if any of these senior management personnel do not  continue
in  their management roles and if we are unable to attract and  retain
qualified replacements and additional members of management.  We  have
secured a $1,000,000 key man life insurance policy on Mr. Witham  that
expires in February, 2004.

We could be adversely affected if we do not effectively manage growth.

     If we successfully implement our business strategy, the resulting
growth  will place significant demands on our management and  internal
controls.   There can be no assurance that management will effectively
be  able  to  direct  us through a period of significant  growth.   In
particular,  the  pursuit  of  our  business  strategy  will  place  a
significant  strain  on  our  managerial,  operational  and  financial
resources.   We  will  need  to improve our financial  and  management
controls,  reporting systems and procedures.  We  will  also  need  to
expand,   train  and  manage  our  work  force  and  manage   multiple
relationships  with  various suppliers, strategic partners  and  other
third  parties.   We will need to continually expand and  upgrade  our
systems  and ensure continued high levels of service, speedy operation
and  reliability.   If we do not effectively manage such  growth,  our
business,  results  of  operations and  financial  condition  will  be
materially adversely affected.

Our   quarterly  results  may  fluctuate  and  could  fall  below  the
expectations of securities analysts and investors.

      We  may  experience quarterly fluctuations in operating results.
Accordingly,  results  for any one quarter  will  not  necessarily  be
indicative of the results to be expected for any other quarter or  for
any  year,  and comparable sales for any particular future period  may
decrease.   In  the future, results of operations may fall  below  the
expectations of public market analysts and investors.  In that  event,
the  price of our common stock would likely decrease.  Quarterly sales
and operating results will depend in part on the volume and timing  of
orders  received and performed within the quarter, which are difficult
to  forecast.  Any significant delay or cancellation of an order could
have  a  material adverse effect on our operations in  any  particular
period.  As a result, our operating results could prove to be volatile
and  this  could  have  a  material adverse effect  on  our  business,
financial condition and results of operations.

Risks Relating to the Offering
------------------------------

Exercise of our outstanding warrants and options and the conversion of
our preferred shares may affect the price of our common stock.

     As of October 9, 2003, there were outstanding options to purchase
481,000  shares  of  common stock, outstanding  warrants  to  purchase
5,833,638 shares of common stock and 1,185,000 outstanding convertible
preferred  shares. The exercise of the outstanding stock  options  and
warrants  and  the  conversion of preferred  shares  will  dilute  the
percentage  ownership of our stockholders. Any  sales  in  the  public

                                   7



market  of  shares of our common stock underlying the  stock  options,
warrants  and preferred shares may adversely affect prevailing  market
prices for our common stock.

We do not intend to pay cash  dividends on our  common  stock  in  the
future.

      We have never paid cash dividends on our common stock and do not
anticipate  that any cash dividends will be declared or  paid  on  our
common  stock in the foreseeable future. We presently intend to retain
future  earnings, if any, to finance the expansion and growth  of  our
business.  Payment of future dividends on our common  stock,  if  any,
will  be at the discretion of our board of directors after taking into
account  various factors, including our financial condition, operating
results, current and anticipated cash needs and plans for expansion.

We may  issue  additional  shares  of  stock  without  your  approval,
including shares of other series  of  preferred  stock  with  superior
liquidation and other rights that may adversely affect your rights.

       Our  certificate  of  incorporation  authorizes  our  board  of
directors,  without any action by our stockholders,  to  issue  up  to
10,000,000  shares of "blank check" preferred stock  in  one  or  more
series on terms that our board of directors may determine at the  time
of  issuance  including 1,870,000 Series "A" preferred shares  already
designated.   In certain instances, a series of preferred stock  could
include  voting  rights, preferences as to dividends and  liquidation,
conversion  and  redemption rights senior to the  Series  A  preferred
stock,  and in all instances, senior to our common stock.  The  future
issuance  of  preferred stock could effectively diminish or  supersede
the  dividends and liquidation preferences of the Series  A  preferred
stock and adversely affect our common stock.

We may not satisfy the Amex listing standard and if we fai l to do so,
our common stock is subject to delisting.

     The Company may not satisfy the Amex' maintenance requirements in
the  future  and as a result may have its common stock de-listed  from
the  Amex.   If  the Company fails to maintain its Amex  listing,  the
ability  of  stockholders to trade their stock in an efficient  market
would be decreased.

                                   8



                            USE OF PROCEEDS

      All  of  the net proceeds from the sale of the common  stock  of
AquaCell  covered  by this prospectus will go to the stockholders  who
offer and sell their shares.  Accordingly, we will not receive any  of
the  proceeds  from the sales of the common stock.  AquaCell  receives
funds  only upon sales from warrant conversions and not from the  sale
of  the shares offered by the selling stockholders.  The warrants held
by the selling stockholders are exercisable at various prices.  If all
warrants  are exercised, AquaCell will receive proceeds of $14,898,952
(including  underwriters warrants issued by the Company  in  February,
2001) which would be used for general corporate purposes.


                            DIVIDEND POLICY

      We  have never declared or paid any cash dividends on our common
stock  and we currently expect to retain future earnings, if  any,  to
support  operations and to finance the growth and development  of  our
business. Consequently, we do not anticipate paying cash dividends  on
our  common  stock  in  the  foreseeable  future.  Payment  of  future
dividends, if any, will be at the discretion of our board of directors
after  taking  into account various factors, including  our  financial
condition, operating results, current and anticipated cash  needs  and
plans for expansion.

      The  outstanding  Series A preferred stock  pays  an  8%  annual
dividend, payable in cash in quarterly installments until such time as
the preferred shares are converted into common shares.


                         SELLING STOCKHOLDERS

      Pursuant  to  subscription agreements in  a  series  of  private
placements  completed  on or about and between  April  and  September,
2003,  we  agreed to register the shares issuable upon  conversion  of
series  "A"  preferred shares and upon exercise of  warrants  held  by
these  stockholders.  Additionally, we have agreed to register  shares
underlying other warrants issued from time to time by the Company  and
certain  common  shares  issued in March, 2002  to  creditors  of  our
acquired   subsidiary.   We  have  agreed  to  keep  the  registration
statement  effective  for two years, or until all  of  the  registered
shares  are  sold,  whichever comes first.  Our  registration  of  the
common  stock held by the selling stockholders and the shares issuable
upon  exercise of warrants held by the selling stockholders  does  not
necessarily mean that the selling stockholders will sell all or any of
their shares.

      The  prospectus  covers  the offer  and  sale  by  each  selling
stockholder  of  common stock owned by the selling  stockholder.   Set
forth  below are (i) the names of each selling stockholder,  (ii)  the
nature of any position, office or other material relationship that the
selling stockholder has had within the past three years with us, (iii)
the  number of shares of common stock and (if one percent or more) the
percentage of common stock beneficially owned as of October 9, 2003 by
each  selling  stockholder to the Company's best knowledge,  (iv)  the
number of shares that may be offered and sold by or on behalf of  each
selling  stockholder hereunder, and (v) the amount and (if one percent
or  more)  the percentage of common stock to be owned by each  selling
stockholder upon the completion of the offering if all shares  offered
by such selling stockholder are sold.  Any or all of the shares listed
below under the heading "Shares to be Sold" may be offered for sale by
or on behalf of the selling stockholder.

                                   9



                                  Shares                        Shares
                                  Beneficially                  Beneficially
                                  Owned Prior to     Shares     Owned After
                                  the Offering       Which      the Offering
                                 -----------------   May be    -----------------
Selling Stockholders              Number   Percent   Offered    Number   Percent
-----------------------------    --------- -------  ---------  --------- -------
Albert Auer                          5,000    *         5,000      5,000    *
BD Advisor Corp. (7)               400,000   2.3%     400,000    400,000   2.3%
Brighton Capital, Ltd              340,607   1.9%     340,607    340,607   1.9%
Corbett Water Technologies         389,557   2.2%     100,000    389,557   2.2%
Excelsior Group I (7)              400,000   2.3%     400,000    400,000   2.3%
Leonard Florence                   300,000   1.7%     200,000    300,000   1.7%
Douglas Gass                        10,000    *        10,000     10,000    *
Glenn Michael Financial             75,000    *        75,000     75,000    *
Anthony J. Kirincic                 54,000    *        54,000     54,000    *
Kirlin Holding Corp.                72,000    *        72,000     72,000    *
Kirlin Securities                   14,355    *        14,355     14,355    *
Donald Lefari                       10,000    *        10,000     10,000    *
Limestone Capital Corp. (7)        200,000   1.1%     200,000    200,000   1.1%
David Lindner                       54,000    *        54,000     54,000    *
Mastodon Ventures                  100,000    *       100,000    100,000    *
Pat Paolini                          5,000    *         5,000      5,000    *
Harold Paul (1)(6)                 180,000   1.0%     130,000    180,000   1.0%
Gary Robinson                      100,000    *       100,000    100,000    *
Sky Capital                        150,000    *       150,000    150,000    *
Somerset Financial Group           105,645    *       105,645    105,645    *
Somerset Financial Partners        100,000    *       100,000    100,000    *
STG, Inc.                          150,000    *       150,000    150,000    *
Nick Thompson                       30,000    *        30,000     30,000    *
Douglas Toth                       180,000   1.0%     180,000    180,000   1.0%
TNT                                 20,000    *        20,000     20,000    *
Richard Vitello                    206,000   1.2%     100,000    206,000   1.2%
James & Joan Barton (1)             80,000    *        80,000     80,000    *
Glenn Bergenfield (1) (5)          374,500   2.1%     150,000    374,500   2.1%
Alan & Marie Brenner (1)            40,000    *        40,000     40,000    *
William & Cathe DiTuro (1)(5)      337,500   1.9%     160,000    337,500   1.9%
Ronald & Susan Farrell (1)          80,000    *        80,000     80,000    *
Raymond & Catherine
  Fernandez(1)                      80,000    *        80,000     80,000    *
Tom Genco (1)                      200,000   1.1%     200,000    200,000   1.1%
Steven Hitchcock (1)                80,000    *        80,000     80,000    *
Joseph & Nancy Jaffe (1)            40,000    *        40,000     40,000    *
Alton Jones (1)                    300,000   1.7%     300,000    300,000   1.7%
Dennis Schneider (1)                80,000    *        80,000     80,000    *
Kathleen A. Ashcroft (2)            20,000    *        20,000     20,000    *
Thomas J. Fucili (2)                26,666    *        26,666     26,666    *
Dennis Josifovich (2)               26,666    *        26,666     26,666    *
Mountain Extremes (2)               33,334    *        33,334     33,334    *
Brendon Myers (2)                   20,000    *        20,000     20,000    *
James Noonan (2)                    20,000    *        20,000     20,000    *
Providence Investment
  Mgmt Grp (2)                     800,000   4.6%     800,000    800,000   4.6%
James Solakian (2)                  63,334    *        63,334     63,334    *
Alpha, AG (3)                      566,666   3.2%     566,666    566,666   3.2%
Ellis International (3)            439,998   2.5%     439,998    439,998   2.5%
Everspring (3)                      66,666    *        66,666     66,666    *
Gamma Opportunity
  Capital Partners, LP (3)          66,666    *        66,666     66,666    *
Joseph Giamanco, Sr. (3)           200,000   1.1%     200,000    200,000   1.1%
Michael Hamblet (3)                260,000   1.5%     260,000    260,000   1.5%
JAS Securities, LLC (3)            201,334   1.2%     201,334    201,334   1.2%
Michael Lauria (3)                  20,000    *        20,000     20,000    *


                                   10



Michael Maloney (3)                 20,000    *        20,000     20,000    *
OTAPE Investments LLC (3)          536,000   3.1%     536,000    536,000   3.1%
Platinum Partners Value
  Arbitrage Fund LP (3)            666,666   3.8%     666,666    666,666   3.8%
Anthony J. Spatacco, Jr. (3)        34,000    *        34,000     34,000    *
TCMP3 Partners L.P. (3)            201,400   1.2%     201,400    201,400   1.2%
Truk Opportunity Fund, LLC(3)       60,000    *        60,000     60,000    *
WEC Partners (3)                    66,666    *        66,666     66,666    *
A & M Composites
  Corporation (4)                      714    *           714        714    *
Arizona Valve &
  Fitting Co. (4)                      232    *           232        232    *
Case Sandblasting, Inc. (4)            110    *           110        110    *
Chemical Injection
  Technology, Inc. (4)                 777    *           777        777    *
Don Craver (4)                       9,974    *         9,974      9,974    *
Dale Foster Co. (4)                    257    *           257        257    *
Electric Supply, Inc.(4)             1,383    *         1,383      1,383    *
Filtemp Sales, Inc. (4)                396    *           396        396    *
Grand Canyon Pump & Supply (4)         506    *           506        506    *
Ionics Pure Solutions, Inc.(4)         128    *           128        128    *
J. K. Williams Co. (4)                  49    *            49         49    *
King Lee Chemical Co. (4)              387    *           387        387    *
Lambertson Industries, Inc.(4)         166    *           166        166    *
Monterry Pass Road Building(4)      13,849    *        13,849     13,849    *
Morrison & Hecker LLP (4)              719    *           719        719    *
Norgren (4)                            209    *           209        209    *
Pacific RO Products (4)              2,063    *         2,063      2,063    *
Radio Engineering
  Industries, Inc. (4)              11,662    *        11,662     11,662    *
Reilly Harris Sales, Inc. (4)        2,770    *         2,770      2,770    *
Ryan Herco Products Corp. (4)        1,299    *         1,299      1,299    *
Shelco Filters (4)                     470    *           470        470    *
Spaulding Composites Co. (4)           446    *           446        446    *
Sta-Rite Industries, Inc. (4)        2,156    *         2,156      2,156    *
Sunstate Equipment Co. (4)             182    *           182        182    *
Swift Systems, Inc. (4)              1,166    *         1,166      1,166    *
Time Master Trading, Inc. (4)        1,738    *         1,738      1,738    *
Tranter Phe, Inc. (4)                  299    *           299        299    *
UltraViolet Systems (4)                186    *           186        186    *
Valley Commercial Landscape(4)         263    *           263        263    *
Watson Williams Freight
  Agency, Inc. (4)                     423    *           423        423    *
Wendland Manufacturing Corp.(4)        358    *           358        358    *
                                 ---------          ---------  ---------
                                 9,814,563          8,867,006  9,814,563
____________________________

(1)  In  connection  with  a private placement  in  March  2003,  each
     purchaser was issued a warrant to purchase shares of common stock
     equal  to the number of preferred shares purchased in the private
     placement.
(2)  In  connection  with  a  private  placement  in  May  2003,  each
     purchaser was issued a warrant to purchase shares of common stock
     equal  to the number of preferred shares purchased in the private
     placement.
(3)  In  connection with a private placement in September  2003,  each
     purchaser was issued a warrant to purchase shares of common stock
     equal  to  the number of common shares purchased in  the  private
     placement.
(4)  In connection with the acquisition of Water Science Technologies,
     Inc.  in  March  2002, the selling stockholder agreed  to  accept
     shares  of  common  stock  of  the Company  as  payment  for  the
     outstanding obligation.
(5)  Director of the Company since inception.
(6)  Owns  50,000 common shares, 50,000 common stock purchase warrants
     and  as  a  purchaser in the March, 2003 private placement,  owns
     40,000 series A preferred shares and 40,000 common stock purchase
     warrants.
(7)  The  selling stockholder has agreed to lockup 50% of  its  shares
     until August 6, 2004 and the remaining 50% until August 6, 2005.

                                   11



                         PLAN OF DISTRIBUTION

      We  are registering shares of our common stock on behalf of  the
selling   stockholders.    As  used  in  this   prospectus,   "selling
stockholders"  includes  donees and pledgees selling  shares  received
from  a  named selling stockholder after the date of this  prospectus.
We  will  pay for all costs, expenses and fees in connection with  the
registration of the shares. The selling stockholders will pay for  all
selling  discounts  and commissions, if any. The selling  stockholders
may  offer and sell their shares from time to time in one or  more  of
the following types of transactions (including block transactions):

     .   on the American Stock Exchange,
     .   in privately negotiated transactions,
     .   through put or call options  transactions  relating
         to the shares,
     .   through short sales of shares, or
     .   a combination of such methods of sale.

      The  selling  stockholders may sell their shares  at  prevailing
market  prices,  or at privately negotiated prices. Such  transactions
may  or  may  not  involve  brokers  or  dealers.   To  the  Company's
knowledge,  the  selling  stockholders  have  not  entered  into   any
agreements,  understanding or arrangements with  any  underwriters  or
broker-dealers  regarding the sale of their shares, nor  is  there  an
underwriter  or  coordinating broker acting  in  connection  with  the
proposed sale of shares by the selling stockholders.

     The selling stockholders may offer and sell their shares directly
to purchasers or to or through broker-dealers, which may act as agents
or  principals.  Such broker-dealers may receive compensation  in  the
form  of  discounts,  concessions, or  commissions  from  the  selling
stockholders and/or the purchasers of shares.

      We have agreed to indemnify certain selling stockholders against
certain   liabilities,  including  liabilities   arising   under   the
Securities Act.

      Selling  stockholders also may resell all or a  portion  of  the
shares in open market transactions in reliance upon Rule 144 under the
Securities Act of 1933, provided they meet the criteria and conform to
the requirements of such rule.


                     DESCRIPTION OF CAPITAL STOCK

General
-------

     Our  authorized  capital stock consists of 50 million  shares  of
capital  stock, par value $0.001 per share.  Currently 40  million  of
such  shares  of  capital stock are classified  as  Common  Stock  and
10  million  are classified as Preferred Stock.  On October  3,  2003,
10,429,255 shares of our common stock were outstanding and held by 123
stockholders  of  record  and the Company believes  approximately  700
holders  in  the  float.   Our Restated Certificate  of  Incorporation
authorizes  the  Board  to  classify any of  the  unissued  shares  of
authorized  Preferred  Stock into one or  more  different  classes  or
series  of Preferred Stock which may be issued from time to time  with
such  distinctive  designations, rights  and  preferences  as  may  be
determined  by the Board.  We may issue Preferred Stock  for  possible
future  financings  of acquisitions or for general corporate  purposes
without  any  legal requirement that further stockholder authorization
for  such issuance be obtained.  The issuance of Preferred Stock could
have  the  effect  of  making an attempt to gain control  of  us  more
difficult  by  means  of  a  merger, tender offer,  proxy  contest  or
otherwise.   Preferred Stock, if issued, could have  a  preference  on
dividend  payments  which could affect our ability  to  make  dividend
distributions to the holders of our Common Stock.

                                   12



Common Stock
------------

     Dividends.   Holders  of our Common Stock  will  be  entitled  to
dividends  declared and payable at such times and in such  amounts  as
the  Board  will  from  time to time determine out  of  funds  legally
available  therefore.  The rights of holders of our  Common  Stock  to
receive dividends will be subject and subordinate to the rights of any
future holders of Preferred Stock as may be authorized by us.

     Liquidation.   Upon our liquidation, dissolution  or  winding  up
(either  voluntary or involuntary), after payment of liabilities,  any
future  holders  of  classes of our Preferred Stock  or  other  senior
stock,  as  may be authorized by us, will be entitled to  receive  the
payment  of all liquidation and other preference amounts; the  holders
of  our  Common Stock will be entitled to receive our remaining assets
available  for distribution to our stockholders pro rata according  to
the  number  of  shares held.  The following shall  not  constitute  a
liquidation, dissolution or winding up for the foregoing purposes:

     .   our consolidation  or merger  with or into  another
         corporation;
     .   a merger of any other corporation  with or  into us
         or
     .   the  sale  of  all  or  substantially  all  of  our
         property or business (other than in connection with
         a winding up of our business).

     Voting.  Each holder of our Common Stock is entitled to one  vote
for  each  share held of record on each matter submitted  to  vote  of
holders of our Common Stock.

     Other  Rights.   There  are no preemptive or  other  subscription
conversion,  redemption  or  sinking fund rights  or  provisions  with
respect  to  shares  of our Common Stock.  We hold annual  stockholder
meetings,  and  special meetings may be called  by  the  President  or
Secretary or holders of at least 20% of the total voting power of  all
outstanding  share of our capital stock then entitled  to  vote  or  a
majority of the Board.  Our Restated Certificate of Incorporation  may
be  amended  in accordance with the Delaware General Corporation  Law,
subject to certain limitations set forth therein.

Outstanding Options and Warrants
--------------------------------

     As  of  record date, up to 6,339,638 shares of Common  Stock  are
issuable pursuant to outstanding options and warrants as follows:

     .    481,000  shares  of  Common Stock are issuable, in
          connection with outstanding options, at a weighted
          average exercise price of $0.90; and

     .    5,833,638 shares of  Common Stock are issuable, in
          connection   with   outstanding   warrants,  at  a
          weighted average exercise price of $2.55.

Series A Preferred Stock
------------------------

     Our  Board has designated 1,870,000 shares of our preferred stock
as  Series A Preferred Stock, 1,185,000 shares of which were issued to
private placement investors in April and May, 2003.

     Dividends.   The  series  A  preferred  stock  will  pay  a  cash
dividend,  payable quarterly, at the rate of 8% per annum.   Dividends
will cumulate if not paid.

     Liquidation Preference.  The series A preferred stock  will  have
priority  over common stock in the event of liquidation equal  to  its
stated value, plus accrued and unpaid dividends.

     Voluntary Conversion.  Each share of the series A preferred stock
will  be  convertible, at the option of the holder, into one share  of
common  stock  (subject to standard adjustments for stock  splits  and
dividends).

                                   13



     Mandatory Conversion.  Each share of the series A preferred stock
automatically converts into common stock if (i) the closing  price  of
the  common  stock  is at least $1.89 per share (subject  to  standard
adjustments  for  stocks,  splits and dividends)  for  20  consecutive
trading  days  and (ii) either (a) at least one year has passed  since
the  issuance  of the preferred stock or (b) a registration  statement
registering  the  resale of the common stock issuable upon  conversion
has  been  declared  effective by the SEC and the  related  prospectus
remains current.

     Voting.   Holders of the series A preferred stock will  not  have
voting  rights  until their shares are converted  into  common  stock,
except as required by Delaware Law.

     Seniority.   We  may  establish other series of  preferred  stock
senior to or parri passu with the series A preferred stock.

Delaware   Law   and  Certain  Charter  and  By-Law   Provisions   and
----------------------------------------------------------------------
Antitakeover Effects
--------------------

      Delaware  Law.   We are subject to Section 203 of  the  Delaware
General  Corporation  Law, which prevents an "interested  stockholder"
(defined in Section 203, generally, as a person owning 15% or more  of
a corporation's outstanding voting stock) from engaging in a "business
combination" with a publicly held Delaware corporation for three years
following  the  date  such  person became an  interested  stockholder,
unless:  (i) before such person became an interested stockholder,  the
board  of  directors  of the corporation approved the  transaction  in
which  the interested stockholder became an interested stockholder  or
approved  the  business  combination; (ii) upon  consummation  of  the
transaction  that resulted in the interested stockholder  becoming  an
interested stockholder, the interested stockholder owns at  least  85%
of  the  voting stock of the corporation outstanding at the  time  the
transaction  commenced  (subject  to  certain  exceptions);  or  (iii)
following  the  transaction in which that person became an  interested
stockholder,  the business combination is approved  by  the  board  of
directors   of  the  corporation  and  authorized  at  a  meeting   of
stockholders  by  affirmative  vote of  the  holders  of  66%  of  the
outstanding  voting  stock  of  the  corporation  not  owned  by   the
interested  stockholder.  A "business combination"  includes  mergers,
stock  or  asset sales and other transactions resulting in a financial
benefit to the interested stockholder.  The provisions of Section  203
could have the effect of delaying, deferring or preventing a change of
control.

       Certificate   of  Incorporation  and  Bylaws.    Our   restated
certificate of incorporation provides for the division of the board of
directors  into three classes with staggered three-year terms.   These
provisions result in an increase in the time required for stockholders
to change the composition of the board, and consequently may impede  a
change of control.

Transfer Agent, Warrant Agent and Registrar
-------------------------------------------

     The transfer agent and registrar for our common stock is U. S.
Stock Transfer & Trust Corp., Glendale, California.


                             LEGAL MATTERS

     The validity of the common stock offered with this prospectus has
been passed upon for AquaCell Technologies, Inc. by Harold W. Paul,
LLC, Westport, Connecticut.


                                EXPERTS

     Our consolidated financial statements as of June 30, 2003 and for
each  of the two fiscal years in the period ended June 30, 2003, which
are incorporated by reference herein from our Annual Report on Form 10-
KSB  for  the year ended June 30, 2003 have been audited by  Wolinetz,
Lafazan  &  Company,  PC, independent auditors,  as  stated  in  their
report, which is also incorporated by reference herein, and have  been
so  included in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

                                   14




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





                          [AquaCell Technologies, Inc.]
                                  Company Logo





                                  Common Stock
                                  ------------





                               P R O S P E C T U S







                             ________________ , 2003




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

                                   15




                                 PART II

                 INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

      The  expenses  expected to be incurred in  connection  with  the
issuance  and  distribution of the securities being registered,  other
than  underwriting compensation, are as set forth below.   Except  for
the   registration  fee  payable  to  the  Securities   and   Exchange
Commission, all such expenses are estimated:

Securities and Exchange Commission registration fee        $     1,831
Printing and engraving expenses                                  2,000
Legal fees and expenses                                         20,000
Miscellaneous (Est.)                                             1,169
                                                           -----------
            Total                                          $    25,000


Item 15.  Indemnification of Directors and Officers.

      Our  Restated  Certificate  of  Incorporation  obligates  us  to
indemnify our directors and officers and to pay or reimburse  expenses
for  such  individuals,  in  advance of the  final  disposition  of  a
proceeding, to the maximum extent permitted from time to time  by  the
Delaware  General Corporation Law.  With respect to our directors  and
officers, the Delaware General Corporation Law permits us to 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,
whether  civil, criminal, administrative or investigative (other  than
an  action by us or in the right of us) by reason of the fact that the
person is or was a director, officer, employee or agent of ours, or is
or  was  serving  at our request as a director, officer,  employee  or
agent  of  another corporation, partnership, joint venture,  trust  or
other   enterprise,  against  expenses  (including  attorneys'  fees),
judgments,   fines  and  amounts  paid  in  settlement  actually   and
reasonably incurred by the person in connection with such action, suit
or  proceeding if the person acted in good faith and in a  manner  the
person  reasonably  believed  to be in or  not  opposed  to  our  best
interests, and, with respect to any criminal action or proceeding, the
person  had  no reasonable cause to believe the conduct was  unlawful.
The  Delaware General Corporation Law also permits us to indemnify any
person  who was or is a party or is threatened to be made a  party  to
any  threatened, pending or completed action or suit by us or  in  the
right  of us to procure a judgment in our favor by reason of the  fact
that  the  person is or was a director, officer, employee or agent  of
ours,  or  is  or  was serving at our request as a director,  officer,
employee  or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with  the
defense  or settlement of such action or suit if the person  acted  in
good faith and in a manner the person reasonably believed to be in  or
not  opposed  to our best interests and except that no indemnification
shall  be  made in respect of any claim, issue or matter as  to  which
such  person  is adjudged to be liable to us unless and  only  to  the
extent that the Court of Chancery or the court in which such action or
suit  was  brought  determines  upon  application  that,  despite  the
adjudication of liability but in view of all the circumstances of  the
case,  such person is fairly and reasonably entitled to indemnity  for
such  expenses  that the Court of Chancery or such other  court  deems
proper.

      As  authorized  by  the Delaware General  Corporation  Law,  our
Restated  Certificate  of  Incorporation provides  that  none  of  our
directors  will  be  personally liable to us or our  stockholders  for
monetary damages for breach of fiduciary duty as a director except for
liability (i) for any breach of the director's duty of loyalty  to  us
or  our stockholders, (ii) for acts or omissions not in good faith  or
which  involve intentional misconduct or a knowing violation  of  law,
(iii)  in  respect  of  certain unlawful dividend  payments  or  stock
redemptions or repurchases and (iv) for any transaction from which the
director  derives an improper personal benefit.  The  effect  of  this
provision  is  to  eliminate our rights and our  stockholders'  rights
(through  stockholders'  derivative suits on our  behalf)  to  recover
monetary  damages against a director for breach of the fiduciary  duty
of  care as a director (including breaches resulting from negligent or

                                   16



grossly  negligent  behavior) except in the  situations  described  in
clauses  (i)  through (iv) above.  This provision does  not  limit  or
eliminate  our  rights  or  the rights  of  any  stockholder  to  seek
nonmonetary relief such as an injunction or rescission in the event of
a  breach  of  a director's duty of care.  In addition,  our  Restated
Certificate  of  Incorporation provides that if the  Delaware  General
Corporation  Law  is amended to authorize the further  elimination  or
limitation of the liability of a director, then the liability  of  the
directors  shall  be  eliminated  or limited  to  the  fullest  extent
permitted by the Delaware General Corporation Law, as so amended.

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


Item 16.   Exhibits.

     See Exhibit Index.


Item 17.   Undertakings.

     The undersigned 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:

          (i)   To include any prospectus required by Section 10(a)(3)
     of the Securities Act of 1933.

          (ii)  To  reflect  in  the prospectus any  facts  or  events
     arising  after  the effective date of the registration  statement
     (or  the  most  recent post-effective amendment  thereof)  which,
     individually or in the aggregate, represent a fundamental  change
     in  the  information  set  forth in the  registration  statement.
     Notwithstanding the foregoing, any increase or decrease in volume
     of  securities  offered (if the total dollar value of  securities
     offered  would  not  exceed that which was  registered)  and  any
     deviation  from  the  low or high end of  the  estimated  maximum
     offering  range  may be reflected in the form of  the  prospectus
     filed  with  the Commission pursuant to Rule 424(b)  if,  in  the
     aggregate, the changes in volume and price represent no more than
     20  percent  change in the maximum aggregate offering  price  set
     forth  in  the  "Calculation of Registration Fee"  table  in  the
     effective registration statement.

          (iii)      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.

Provided, however, that paragraphs 1(a) and 1(b) do not apply  if  the
Registration  Statement  is on Form S-3 or  S-8  and  the  information
required  to  be  included  in  a post-effective  amendment  by  those
paragraphs is contained in periodic reports filed with or furnished to
the  Commission by the Company pursuant to Section 13 or Section 15(d)
of  the  Exchange  Act  that  are incorporated  by  reference  in  the
Registration Statement.

     (2)  That, for the purpose of determining any liability under the
Securities  Act of 1933, 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.

                                   17



      (4)   That, for purposes of determining any liability under  the
Securities Act, each filing of the registrant's annual report pursuant
to  Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement 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.

     (5)  Insofar as indemnification for liabilities arising under the
Securities  Act  of 1933 may be permitted to directors,  officers  and
controlling  persons of the registrant pursuant to  Item  15  of  this
registration statement, or otherwise, the registrant 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 registrant 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  registrant 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.

                                   18



                               SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,  the
registrant hereby 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  City  of  Rancho
Cucamonga, State of California on October 21, 2003.

                                   AQUACELL TECHNOLOGIES, INC.


                                   By: /s/ James C. Witham
                                      -------------------------------
                                   Name:   James C. Witham
                                   Title:  Chief Executive Officer


     Pursuant to the requirements of the Securities  Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 21, 2003.

     Signatures          Title                                  Date
     ----------          -----                                  ----

/s/ James C. Witham      Chairman of the Board of Directors     October 21, 2003
----------------------   and Chief Executive Officer
    James C. Witham      (Principal Executive Officer)


/s/ Karen B. Laustsen    Director and President                 October 21, 2003
----------------------
    Karen B. Laustsen


/s/ Gary S. Wolff        Director and Chief Financial Officer   October 21, 2003
----------------------   (and Principal Accounting Officer)
    Gary S. Wolff


/s/ Glenn Bergenfield    Director                               October 21, 2003
----------------------
    Glenn Bergenfield


/s/ Dr. William DiTuro   Director                               October 21, 2003
----------------------
    Dr. William DiTuro

                                   19



                           INDEX TO EXHIBITS


Exhibits
--------

 5.1  Opinion of Harold W. Paul, LLC on the validity of the common
      stock registered hereby

10.1  Form of Subscription Agreement I

10.2  Form of Warrant dated April 1, 2003

10.3  Form of Subscription Agreement II

10.4  Form of Warrant dated May 9, 2003

10.5  Form of Subscription Agreement III

10.6  Form of Warrant dated September 10, 2003

10.7  Stock Purchase Agreement*

23.1  Consent of Harold W. Paul, LLC (included in the opinion
      delivered under Exhibit 5.1)

23.2  Consent of Wolinetz, Lafazan & Company, PC
____________________

* Incorporated by reference from Form 8-K filed on April 3, 2002.

                                   20