AMENDED
                                  SCHEDULE 14A
                              
                                 (RULE 14a-101)
                              
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
                              
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934


Filed by the registrant   [_]
Filed by a party other than the registrant   [X]


Check the appropriate box:

[_]  Preliminary proxy statement. 
[_]  Confidential, for use of the Commission only 
     (as permitted by Rule 14a-6(e)(2)).
[X]  Definitive proxy statement. (AMENDED)
[_]  Definitive additional materials.
[_]  Soliciting material under Rule 14a-12.


                          AQUACELL TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
             (Name of Registrant as Specified in Its Charter)


                              HAROLD W. PAUL, LLC
--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)



Payment of filing fee (check the appropriate box):

[X]  No fee required.

[_]  Fee computed on table below per Exchange Act  Rules 14a-6(i)(1) and 0-11.

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     ---------------------------------------------------------------------------
     (2)    Aggregate  number  of  securities  to  which transaction applies:

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     (3)  Per  unit  price or other underlying  value  of transaction computes 
          pursuant to Exchange Act Rule 0-11 (set forth  the amount on which the
          filing fee is calculated  and state how it was determined):

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[_]  Fee  paid  previously  with  preliminary materials.

[_]  Check box if any part of the fee is offset as provided by Exchange Act 
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was 
     paid previously. Identify the previous filing by registration statement
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     (1)  Amount Previously Paid:

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                          AQUACELL TECHNOLOGIES, INC.

                            10410 TRADEMARK STREET
                          RANCHO CUCAMONGA, CA 91730
                          __________________________

                                   NOTICE OF
                        ANNUAL MEETING OF STOCKHOLDERS
                          _________________________

                               December 7, 2004
                          _________________________


     NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual 
Meeting") of AquaCell Technologies, Inc. (the "Company") will be held at The 
Center Club, 650 Town Center Drive, Costa Mesa, California 92626 on December 7, 
2004, at 10:30 a.m., for the following purposes, all as more fully described in 
the attached Proxy Statement:

     1.   To elect one director to serve for the ensuing three-year period and 
until his successor is elected and qualified; 

     2.   To ratify the appointment of Wolinetz, Lafazan & Company, PC as 
independent registered public accounting firm for 2005;

     3.   To transact such other business as may properly come before the 
meeting and any and all adjournments thereof.

     The Board of Directors has fixed the close of business on October 12, 2004,
as the record date for the determination of stockholders entitled to notice of, 
and to vote at, the meeting or any adjournment thereof.

     You are earnestly requested to date, sign and return the accompanying form 
of proxy in the envelope enclosed for that purpose (to which no postage need be 
affixed if mailed in the United States) whether or not you expect to attend the 
meeting in person. The proxy is revocable by you at any time prior to its 
exercise and will not affect your right to vote in person in the event you 
attend the meeting or any adjournment thereof. The prompt return of the proxy 
will be of assistance in preparing for the meeting and your cooperation in this
respect will be appreciated.

                                             By Order of the Board of Directors


                                             /s/ Karen B. Laustsen
                                             -----------------------------------
                                                 Karen B. Laustsen, Secretary

Rancho Cucamonga, California
October 14, 2004



                          AQUACELL TECHNOLOGIES, INC.

                            10410 TRADEMARK STREET
                          RANCHO CUCAMONGA, CA 91730
                          __________________________

                               PROXY STATEMENT
                          __________________________

                        ANNUAL MEETING OF STOCKHOLDERS
                        TO BE HELD ON DECEMBER 7, 2004
                          __________________________

     This Proxy Statement and the accompanying form of proxy is furnished to 
stockholders of AquaCell Technologies, Inc. ("Company") in connection with the 
solicitation of proxies, in the accompanying form, by the Board of Directors of 
the Company for use in voting at the Annual Meeting of Stockholders to be held 
at The Center Club, 650 Town Center Drive, Costa Mesa, California 92626 on 
December 7, 2004, at 10:30 a.m., and at any and all adjournments thereof. Any 
proxy given pursuant to this solicitation may be revoked by the person giving it
by giving notice to the Secretary of the Company in person, or by written 
notification actually received by the Secretary, at any time prior to its being 
exercised. Unless otherwise specified in the proxy, shares represented by 
proxies will be voted FOR the election of the nominees listed herein.

 	The Company's executive offices are located at 10410 Trademark Street, 
Rancho Cucamonga, CA 91730. On or about October 14, 2004, this Proxy Statement 
and the accompanying form of proxy, together with a copy of the Annual Report of
the Company for the fiscal year ended June 30, 2004, are to be mailed to each 
stockholder of record at the close of business on October 12, 2004.


                                VOTING SECURITIES
                                -----------------

     The Board of Directors has fixed the close of business on October 12, 2004,
as the record date for the determination of stockholders entitled to notice of, 
and to vote at, the Annual Meeting. Only stockholders of record at the close of 
business on that date will be entitled to vote at the Annual Meeting or any and 
all adjournments thereof. As of October 12, 2004, the Company had issued and 
outstanding 15,048,769 shares of Common Stock, the Company's only class of 
voting securities outstanding. Each stockholder of the Company will be entitled
to one vote for each share of Common Stock registered in his name on the record 
date. The presence, in person or by proxy, of a majority of all of the 
outstanding shares of Common Stock constitutes a quorum at the Annual Meeting. 
Proxies relating to "street name" shares that are returned to the Company but 
marked by brokers as "not voted" will be treated as shares present for purposes 
of determining the presence of a quorum on all matters but will not be treated 
as shares entitled to vote on the matter as to which authority to vote is 
withheld by the broker ("broker non-votes"). The election of directors requires 
a plurality vote of those shares voted at the Annual Meeting with respect to the
election of directors. "Plurality" means that the individuals who receive the 
largest number of votes cast "FOR" are elected as directors. Consequently, any 
shares not voted "FOR" a particular nominee (whether as a result of a direction 
to withhold authority or a broker non-vote) will not be counted in such 
nominee's favor. All other matters to be voted on will be decided by the 
affirmative vote of a majority of the shares present or represented at the 
Annual Meeting and entitled to vote. On any such matter, an abstention will have
the same effect as a negative vote, but because shares held by brokers will not 
be considered entitled to vote on matters as to which the brokers withhold 
authority, a broker non-vote will have no effect on the vote.  

     The following table sets forth certain information as of October 12, 2004 
(on which date 15,048,769 shares of the Company's Common Stock were 
outstanding), with respect to (i) those persons or groups known to the Company 
to beneficially own more than 5% of the Company's Common Stock, (ii) each 
director and nominee, (iii) each executive officer whose compensation exceeded 
$100,000 in fiscal 2004, and (iv) all directors and executive officers as a 
group. The information is determined in accordance with Rule 13d-3 promulgated 
under the Securities Exchange Act of 1934 based upon information furnished by 
the persons listed or contained in filings made by them with the Securities and
Exchange Commission. Except as indicated below, the stockholders listed possess 
sole voting and investment power with respect to their shares.

                                       1


                                          Shares of             Percentage of
                                        Common Stock            Common Stock,
Name and Address                     Beneficially Owned     Warrants and Options
--------------------------------     ------------------     --------------------
James C. Witham.................       2,017,030 (1)               13.40 %
10410 Trademark Street
Rancho Cucamonga, CA  91730 
--------------------------------     ------------------     --------------------
Karen B. Laustsen...............         576,172                    3.83 %
10410 Trademark Street
Rancho Cucamonga, CA  91730 
--------------------------------     ------------------     --------------------
Gary S. Wolff...................         488,367                    3.25 %
10410 Trademark Street
Rancho Cucamonga, CA  91730 
--------------------------------     ------------------     --------------------
Glenn A. Bergenfield............         439,500 (2)(3)             2.87 %
10410 Trademark Street
Rancho Cucamonga, CA  91730 
--------------------------------     ------------------     --------------------
Dr. William DiTuro..............         402,500 (2)(4)             2.62 %
10410 Trademark Street
Rancho Cucamonga, CA  91730 
--------------------------------     ------------------     --------------------
All officers and directors as 
a group (five persons)..........       3,923,569                   25.09 % 
--------------------------------     ------------------     --------------------

(1)  Includes an aggregate of 480,000 shares owned of record by Witham Group, 
     LLC and JW Acquisitions, LLC which are entities in which Mr. Witham 
     controls 100% of the outstanding equity. 
(2)  Includes 140,000 options exercisable within 60 days.
(3)  Includes 75,000 series A convertible preferred shares and 75,000 common 
     stock purchase warrants exercisable within 60 days.
(4)  Includes 80,000 series A convertible preferred shares and 80,000 common 
     stock purchase warrants exercisable within 60 days. 


                                 PROPOSAL NO. 1
                                 --------------
                             ELECTION OF A DIRECTOR
                             ----------------------

     Our Restated Certificate of Incorporation provides for three classes of 
directors.  Directors Witham and Bergenfield have been appointed to Class I and 
will serve until the meeting of stockholders in 2006; directors Laustsen and 
DiTuro have been appointed to Class II and will serve until the meeting of 
stockholders in 2005; and director Wolff has been appointed to Class III and 
will serve until the annual meeting of stockholders in 2004.  After these 
directors' terms expire, newly elected directors shall serve for three year 
terms or until their successors are duly elected and qualified.

     One person will be elected at the Annual Meeting to serve as a director for
a term of three years. The Board of Directors has nominated Gary S. Wolff as the
candidate for election. Unless authority is withheld, the proxies solicited by 
the Board of Directors will be voted FOR the election of the nominee. In case 
this nominee becomes unavailable for election to the Board of Directors, an 
event which is not anticipated, the persons named as proxies, or their 
substitutes, shall have full discretion and authority to vote or refrain from 
voting for any other candidate in accordance with their judgment.

                                       2


Information About the Nominee
-----------------------------

Name                       Age   Position
----                       ---   --------

Gary S. Wolff............   66   Chief Financial Officer, 
                                 Treasurer and Director

     Mr. Gary S. Wolff is a founder of AquaCell and has served as its Treasurer,
Chief Financial Officer and as a Director since March, 1997.  Prior to founding 
AquaCell, Mr. Wolff served as Chief Financial Officer and a Director of U.S. 
Alcohol, a publicly held company from April, 1987 through July, 1996.  Mr. Wolff
also served as Chief Financial Officer and as a Director of U.S. Drug Testing, 
Inc. and as Treasurer and a Director of Good Ideas Enterprises, Inc.  He is 
licensed as a Certified Public Accountant in the States of New York and New 
Jersey and during the period from July, 1996 through March, 1997 he was self-
employed as a sole practitioner of accounting.


Information About the Other Directors and Executive Officers
------------------------------------------------------------

     The Company's other directors and executive officers are as follows:

Name                       Age   Position
----                       ---   --------

James C. Witham..........   63   Chairman of the Board and
                                 Chief Executive Officer

Karen B. Laustsen........   44   President, Chief Operating Officer,
                                 Secretary and Director

Glenn A. Bergenfield.....   51   Director

Dr. William DiTuro.......   49   Director

     Mr. James C. Witham founded AquaCell in March, 1997 and serves as its 
Chairman and Chief Executive Officer.  Prior to founding AquaCell, Mr. Witham 
founded JW Acquisition Co. in May, 1996 and served as its Chief Executive 
Officer until March, 1997.  From April, 1987 through May, 1996, Mr. Witham 
founded and served as Chairman, Chief Executive Officer and President of U.S. 
Alcohol Testing.  Mr. Witham also served as Chairman and Chief Executive Officer
of U.S. Alcohol's two publicly held subsidiaries, U.S. Drug Testing, Inc. and 
Good Ideas Enterprises, Inc.  Mr. Witham is the husband of Karen B. Laustsen, 
President of AquaCell.

     Ms. Karen B. Laustsen is a founder of AquaCell and has served as its 
President, Chief Operating Officer, Secretary, and as a Director since March, 
1997.  Prior to founding AquaCell, Ms. Laustsen served as President of JW 
Acquisition Co. from May, 1996 through March, 1997.  From April, 1987 through 
May, 1996, Ms. Laustsen served as Executive Vice President and a Director of 
U.S. Alcohol Testing of America, Inc.  Ms. Laustsen also served on the Board of 
Directors of U.S. Drug Testing, Inc. and Good Ideas Enterprises, Inc.  Ms. 
Laustsen is the wife of James C. Witham, Chairman of AquaCell.

     Mr. Glenn A. Bergenfield has been a Director of AquaCell since July 1997.  
For the past fifteen years, Mr. Bergenfield has been self-employed as a sole 
practitioner of law in the State of New Jersey.  Mr. Bergenfield served as a 
Director of U.S. Alcohol, and as a Director of U.S. Drug Testing, Inc. and Good 
Ideas Enterprises, Inc.	

     Dr. William DiTuro has been a Director of AquaCell since July 1997.  Dr. 
DiTuro has been self-employed as a sole practitioner of general pediatrics since
1986 and has served as a clinical instructor of pediatrics at the Robert Wood 
Johnson Medical School.  Dr. DiTuro served as a Director of U.S. Alcohol, U.S. 
Drug Testing, Inc. and Good Ideas Enterprises, Inc.

     The executive officers of the Company are elected annually by the Board of 
Directors and serve at the discretion of the Board.

                                       3


Independence of Directors
-------------------------

     The Company is listed on the American Stock Exchange ("Amex") and follows 
Amex rules in determining whether a director is independent.  The Board of 
Directors also consults with counsel to ensure that the Board's determinations 
are consistent with those rules and relevant securities and other laws regarding
director independence.  Consistent with these considerations, the Board of 
Directors has affirmatively determined that Glenn Bergenfield and William DiTuro
will be independent directors for the ensuing year.  The remaining directors are
not independent because they are employed by the Company.  


Meetings and Committees of the Board of Directors
-------------------------------------------------

     During the fiscal year ended June 30, 2004 the Board of Directors held 6 
meetings which all directors attended.  The Board of Directors maintains an 
executive committee currently consisting of directors Witham, Laustsen and 
Wolff, which has all of the authority of the Board of Directors except as 
limited by applicable law.  In addition we have an audit committee, a nominating
committee and a compensation committee which are required to consist of a 
majority of outside directors.  The audit committee, currently consisting of 
directors Bergenfield and DiTuro, oversees actions taken by our independent 
auditors and reviews our internal audit controls.  The nominating committee, 
consisting of directors Bergenfield and DiTuro, oversees the selection of 
persons chosen to be nominated to the Board of Directors.  The compensation 
committee, currently consisting of directors Witham, Bergenfield and DiTuro, 
reviews the compensation levels of our employees and makes recommendations to 
the Board regarding compensation.


Audit Committee Information and Report
--------------------------------------

General
-------

     The Company's audit committee was established in June 2000 and is currently
comprised of Glenn Bergenfield and William DiTuro. The audit committee met 2 
times in the fiscal year ended June 30, 2004.

     Each member of the audit committee is an "independent director" and is 
"financially literate" as defined under the Amex listing standards. The Amex 
listing standards define an "independent director" generally as a person, other 
than an officer of the company, who does not have a relationship with the 
company that would interfere with the director's exercise of independent 
judgment. The Amex's listing standards define "financially literate" as being 
able to read and understand fundamental financial statements (including a 
company's balance sheet, income statement and cash flow statement).


Independent Auditors' Fees
--------------------------

     For the fiscal year ended June 30, 2004, the aggregate fees billed for 
professional services rendered for the audit of the Company's annual financial 
statements and the reviews of its financial statements included in the Company's
quarterly reports totaled approximately $57,000.  For our fiscal year ended June
30, 2003, those fees were $51,000.


Tax Fees
--------

     For the fiscal years ended June 30, 2004 and June 2003, there were no fees 
billed for tax compliance, tax advice or tax planning.  


All Other Fees
--------------

     For the fiscal years ended June 30, 2004 and June 30, 2003, there were no 
other fees billed by the Company's independent auditors. 

                                       4


Audit Committee Pre-Approval Policies and Procedures
----------------------------------------------------

     In accordance with Section 10A(i) of the Securities Exchange Act of 1934, 
before the Company engages its independent accountant to render audit or 
permitted non-audit services, the engagement is approved by the audit committee.
The audit committee approved all of the fees referred to in the section entitled
"Independent Auditors' Fees" above for 2004. 


Financial Expert on Audit Committee
-----------------------------------

     The Board of Directors does not believe that any of the audit committee 
members qualify as an "audit committee financial expert" within the meaning of 
all applicable rules.  While the Board of Directors believes that each audit 
committee member is financially literate and has an understanding of generally 
accepted accounting principles and financial statements, the ability to assess 
the general application of such principles in connection with the Company's 
financial statements, including estimates, accruals and reserves, experience in 
analyzing or evaluating financial statements of similar breadth and complexity 
as the Company's financial statements, an understanding of internal controls and
procedures for financial reporting and an understanding of audit committee 
functions, none of the audit committee members has acquired these attributes 
through education or experience as, or actively supervising, a principal 
financial or accounting officer or a pubic accountant or auditor.  

     Pursuant to the audit committee's written charter, which was adopted on 
June 1, 2000, the audit committee's responsibilities include, among other 
things:

     *  annually reviewing and reassessing the adequacy of the committee's 
        formal charter;

     *  reviewing the annual audited financial statements with the Company's 
        management and its independent auditors and the adequacy of its internal
        accounting controls; 

     *  reviewing analyses prepared by the Company's management and independent 
        auditors concerning significant financial reporting issues and judgments
        made in connection with the preparation of its financial statements; 

     *  making recommendations concerning the engagement of the independent 
        auditor; 

     *  reviewing the independence of the independent auditors; 

     *  reviewing the Company's auditing and accounting principles and practices
        with the independent auditors and reviewing major changes to its 
        auditing and accounting principles and practices as suggested by the 
        independent auditor or its management; and

     *  reviewing all related party transactions on an ongoing basis for 
        potential conflict of interest situations.

     A copy of the audit committee charter is attached as Appendix A.
     ================================================================

     The Company's audit committee has met and held discussions with management 
and its independent auditors. Management represented to the committee that the 
Company's consolidated financial statements were prepared in accordance with 
generally accepted accounting principles, and the committee has reviewed and 
discussed the consolidated financial statements with management and the 
independent auditors. The committee discussed with the independent auditors the 
matters required to be discussed by Statement on Auditing Standards No. 61 
(Communication with Audit Committees). The Company's independent auditors also 
provided the audit committee with the written disclosures required by 
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees) and the committee discussed with the independent auditors and 
management the auditors' independence, including with regard to fees for 
services rendered during the fiscal year and for all other professional services
rendered by the Company's independent auditors. Based upon the committee's 
discussion with management and the independent auditors and the committee's 
review of the representations of management and the report of the independent 
auditors to the audit committee, the committee recommended that the Board of 

                                       5


Directors include the audited consolidated financial statements in its annual 
report on Form 10-KSB for the fiscal year ended June 30, 2004.

                                             Glenn Bergenfield
                                             William DiTuro


Code of Ethics
--------------

     In May 2004, the Board of Directors adopted a Code of Ethics that applies 
to the Company's directors, officers and employees, as well as those of its 
subsidiaries.  The Company will provide any stockholder, without charge, upon 
request, a copy of its Code of Ethics.  Requests should be sent in writing to 
AquaCell Technologies, Inc., 10410 Trademark Street, Rancho Cucamonga, CA 91730.
Attention: Secretary.


Executive Compensation
----------------------

     The following table sets forth information concerning compensation for the 
fiscal years indicated for services in all capacities awarded to, earned by or 
paid to the Company's Chief Executive Officer and the other executive officers 
whose compensation was in excess of $100,000 during the fiscal year ended June 
30, 2004.



                                            Annual Compensation           Long-Term Compensation
                                       ----------------------------     -------------------------
                                              Salary ($)                  Options      All Other
Name and Principal Position            Year     (1) (2)   Bonus ($)     Granted (3)  Compensation
------------------------------------   ----   ----------  ---------     -----------  ------------
                                                                      
James C. Witham.....................   2004     277,000     50,000         150,000        --
Chairman of the Board and              2003     316,000         --              --        --
Chief Executive Officer                2002     265,000         --              --        --
------------------------------------   ----   ----------  ---------     -----------  ------------
                                                                      
Karen B. Laustsen...................   2004     167,000     25,000          75,000        --
President, Chief Operating Officer,    2003     190,000         --              --        --
Secretary and Director                 2002     160,000         --              --        --
------------------------------------   ----   ----------  ---------     -----------  ------------
                                                                      
Gary S. Wolff.......................   2004     149,000     25,000          75,000        --
Treasurer, Chief Financial Officer     2003     170,000         --              --        --
and Director                           2002     142,000         --              --        --
------------------------------------   ----   ----------  ---------     -----------  ------------


(1)  Aggregate salaries actually paid in fiscal year 2003 were $109,000.  
     $567,000 of accrued and unpaid salaries were utilized to pay principal on 
     certain notes receivable from third parties that were personally guaranteed
     by the Company's executive officers.  
(2)  All of the salaries actually paid to the officers during fiscal 2003 
     represented vacation pay.
(3)  Options were issued in January, 2004 and vest at the rate of 20% per year 
     over a five-year period.  
 
                                       6


     The following table summarizes the number of options granted to the 
executive officers named above during the fiscal year ended June 30, 2004.



---------------------------------------------------------------------------------------------------------------------------------
                                            Options / SAR Grants in Last Fiscal Year
                                                        Individual Grants 
---------------------------------------------------------------------------------------------------------------------------------
                                                                                    Potential Realizable Value at 
                                                % of Total                            Assumed Annual Rates of 
                                              Options/Shares                        Stock Price Appreciation For
                                                Granted to                              Option Term ($) (1)
                             Options/Shares     Employees      Exercise Price   ------------------------------------   Expiration
Name                           Granted (#)    in Fiscal Year      ($/Share)           5% ($)            10% ($)           Date
--------------------------   --------------   --------------   --------------   -----------------  -----------------   ----------
                                                                                                     
James C. Witham...........     150,000 (2)        30.6 %            $1.24             76,500            177,000         1/05/2011
Chairman of the Board
--------------------------   --------------   --------------   --------------   -----------------  -----------------   ----------
                                                                                                     
Karen B. Laustsen.........      75,000 (2)        15.3 %            $1.24             38,250             88,500         1/05/2011
President
--------------------------   --------------   --------------   --------------   -----------------  -----------------   ----------
                                                                                                     
Gary S. Wolff.............      75,000 (2)        15.3 %            $1.24             38,250             88,500         1/05/2011 
Chief Financial Officer
--------------------------   --------------   --------------   --------------   -----------------  -----------------   ----------


(1)  The above information concerning five percent and ten percent assumed 
     annual rates of compounded stock price appreciation is mandated by the 
     Securities and Exchange Commission.  There is no assurance provided to any 
     executive officer or to any other optionee that there will be appreciation 
     of the stock price over the option term or that the optionee will realize 
     any gains  with respect to the options.  
(2)  Represents options granted from the 1998 Incentive Stock Plan that vest 20%
     per year over a five year period.  


     The following table summarizes the number of exercisable and unexercisable 
options held by the executive officers named above at June 30, 2004, and their 
value at that date if such options were in-the-money.



-------------------------------------------------------------------------------------------------------
                                      2004 Year End Option Values
-------------------------------------------------------------------------------------------------------
                                                                        Value of securities underlying  
                                Number of securities underlying        unexercised in-the-money options    
                              unexercised options at June 30, 2004            at June 30, 1004 (1)
                              ------------------------------------     --------------------------------
Name                            Exercisable        Unexercisable         Exercisable      Unexercisable
---------------------------   ---------------   ------------------     ---------------   --------------
                                                                             
James C. Witham..........            --                150,000                --               -0-
Karen B. Laustsen........            --                 75,000                --               -0-
Gary S. Wolff............            --                 75,000                --               -0- 
---------------------------   ---------------   ------------------     ---------------   --------------


(1)  At June 30, 2004, the closing price of the stock was less than the price of
     the options.
 
     The executive officers named above did not exercise any options during the 
fiscal year ended June 30, 2004.


Employment Agreements
---------------------

     On February 12, 2001, we entered into five-year employment agreements with 
each of Mr. Witham and Ms. Laustsen, and a two-year employment agreement with
Mr. Wolff that was extended through June 30, 2005.  These agreements provide for
base salaries of $265,000, $160,000, and $142,000, respectively, and also 
provide for bonuses to be paid based upon established financial performance 
targets. Each of these employment agreements contains standard noncompete, 
confidentiality and benefit provisions, including provisions for severance 
compensation in the event of a termination without cause or transactions that 
result in a change in control of 
 
                                       7


AquaCell.  Each of these contracts provide that after the first year, the base 
salary amounts will be subject to increase by 50% of the amount of any bonus, 
with such bonus to be based on net sales and net income earned during the prior 
year.  The terms of the employment agreements, including bonus criteria were 
reviewed and approved by the compensation committee.

     The Company employs Michael Witham as Operations Manager by a written 
employment agreement pursuant to which he is paid $110,000 annually.  Michael 
Witham is the son of James Witham, the Company's Chief Executive Officer.  

     The following table sets forth certain information at June 30, 2004 with 
respect to the Company's equity compensation plans that provide for the issuance
of options, warrants or rights to purchase the Company's securities.
 


                                                                              Number of Securities
                                                                              Remaining Available for
                      Number of Securities to be     Weighted-Average         Future Issuance under 
                      Issued upon Exercise of        Exercise Price of        Equity Compensation Plans
                      Outstanding Options,           Outstanding Options,     (excluding securities
Plan Category         Warrants and Rights            Warrants and Rights      reflected in the first column)
-------------------   --------------------------     --------------------     -----------------------------
                                                                     
Equity Compensation 
Plans Approved by                906,000                    $ 1.09                     1,094,000
Security Holders
-------------------   --------------------------     --------------------     -----------------------------
                                                                     
Directors Equity 
Compensation                     160,000                    $ 1.20                       340,000 
Plans Approved by 
Security Holders
-------------------   --------------------------     --------------------     -----------------------------



Report of the Compensation Committee Concerning Compensation of Executive 
-------------------------------------------------------------------------
Officers
--------

     The compensation committee of the Board of Directors met three times during
the 2004 fiscal year.  The compensation committee has not developed a formal 
compensation policy for the Company's executive officers.

     During 2004, Mr. Witham served as the Company's Chairman of the Board and 
Chief Executive Officer.  The compensation package provided to Mr. Witham and 
the other executive officers are based upon five (5) year and two (2) year 
employment agreements.  

     Bonus compensation, if any, to executive officers is based generally upon 
the Company's fiscal performance and the availability of resources as well as 
the executive officer's individual performance and level of responsibility.
 
     Stock option awards under the Company's stock option plans are intended to 
attract and retain the best available talent and encourage the highest level of 
performance by affording key employees an opportunity to acquire proprietary 
interests in the Company.  The executive officers are also each entitled to 
receive options.  

                                             James C. Witham
                                             Glenn Bergenfield
                                             William DiTuro


Summary of 1998 Incentive Stock Plan
------------------------------------
 
     Our 1998 Incentive Stock Plan, covering 2,000,000 shares of our Common 
Stock, is administered by the compensation committee of our Board of Directors. 
Among the compensation committee's powers will be the authority to:

                                       8


     *  interpret the plan; 

     *  establish rules and regulations for its operation; 

     *  select officers, other key employees, consultants and advisors to 
        receive awards; and

     *  determine the form, amount and other terms and conditions of awards. 

     Directors, officers, key employees and independent contractors will be 
eligible to participate in the plan.  The selection of participants is within 
the discretion of the compensation committee.

     The plan provides for the grant of any or all of the following types of 
awards:

     *  stock options, including nonqualified stock options and incentive stock 
        options; 
 
     *  stock awards;

     *  stock appreciation rights;

     *  performance shares; and

     *  performance units. 

     Awards may be granted by themselves, in combination or in tandem with other
awards as determined by the compensation committee.

     *  Under the plan, the compensation committee may grant awards in the form 
        of nonqualified stock options or incentive stock options, shares of our 
        Common Stock, stock appreciation rights, performance shares or 
        performance units.  The compensation committee, with regard to each 
        stock option, will determine the number of shares subject to the option,
        the manner and time of the option's exercise and vesting, and the 
        exercise price per share of stock subject to the option.  The following 
        limitations are applicable under the plan:  no incentive stock options 
        may be exercisable later than ten years after the date they are granted 
        and no nonqualified stock options may be exercisable later than fifteen 
        years after the date they are granted;

     *  the aggregate fair market value at the time of grant of shares of Common
        Stock with respect to which incentive stock options are exercisable for 
        the first time by a participant during any calendar year cannot be more 
        than $100,000; 
 
     *  the exercise price of a stock option will not be less than 100% of the 
        fair market value of the shares of Common Stock on the date the option 
        is granted for incentive stock options or less than 85% of the market 
        value for non qualified stock options (or, in either case, not less than
        110% of fair market value if the optionee is an officer, director or a 
        10% stockholder); 

     *  the option price must be paid by a participant by check or, in the 
        discretion of the compensation committee, by delivery of our Common 
        Stock; and
 
     *  awards may be subject to such terms, conditions, restrictions or 
        limitations, as the compensation committee deems appropriate, including 
        restrictions on transferability and continued employment. 
 
     Under the plan, each stock appreciation right will entitle the holder to 
elect to receive the appreciation in the fair market value of the shares subject
to the stock appreciation right up to the date the right is exercised.  Stock 
appreciation rights may be granted independent of, or in connection with, stock 
options.  In the case of stock appreciation rights issued independent of stock 
options, the appreciation shall not be measured from a value less than 85% of 
the fair market value of the shares on the date of grant.  If the stock 
appreciation rights are issued in 
 
                                       9


connection with stock options, the appreciation shall be measured from not less 
than the option price.  No stock appreciation right may be exercised earlier 
than six months after the date of grant or later than the earlier of the term of
the related option or fifteen years after the date it was granted.

     Performance shares and units may be awarded either alone or in addition to 
other awards and will consist of:

     *  in the case of performance shares, the right to receive shares of Common
        Stock or cash of equal value at the end of a specified performance 
        period; or

     *  in the case of performance units, the right to receive a fixed dollar 
        amount, payable in cash or shares of Common Stock or a combination of 
        both at the end of a specified performance period. 

     The compensation committee may condition the performance shares or units on
the attainment of specified performance goals or such other facts or criteria as
the committee shall determine. 
 
     The plan provides that awards shall not be transferable otherwise than by 
law or by will or the laws of descent and distribution.  However, the 
compensation committee may permit the transferability of an award to members of 
the participant's immediate family or trusts or family partnerships for the 
benefit of such family members.

     The Board of Directors has the right to amend, suspend or terminate the 
plan at any time, subject to the rights of participants under any outstanding 
awards.  However, no amendment to the plan may be made without the approval of 
our stockholders if such approval is required by law or regulatory authority.  
 

Summary of 2002 Directors Stock Option Plan
-------------------------------------------

     The 2002 Directors Plan is intended to encourage stock ownership by non-
employee directors and thereby enhance their proprietary interest in the 
Company.  The Company currently has two (2) non-employee directors serving on 
the Board of Directors, whose service as directors is compensated solely by the 
issuance of stock options.  These directors do not receive any cash compensation
for their service as directors.  
 
     A summary of the significant provisions of the 2002 Directors Plan is set 
forth below.  
 
Shares Subject to the 2002 Directors Plan

     No more than 500,000 shares of common stock may be issued pursuant to the 
exercise of options granted under the 2002 Directors Plan.  If any option 
expires or terminates for any reason, without having been exercised in full, the
unpurchased shares subject to such option will be available again for purposes 
of the 2002 Directors Plan.
 
Participation

     The Committee is authorized to grant non-qualified options under the 2002 
Directors Plan from time to time to such non-employee directors of the Company 
as the Committee, in its sole discretion, may determine.  
 
Terms of Options

     The Committee has the discretion to fix the term of each option granted 
under the 2002 Directors Plan, except past the maximum length of term of each 
option is ten (10) years, subject to earlier termination as provided in the 2002
Directors Plan. 
 
Administration of the 2002 Directors Plan

     The 2002 Directors Plan is administered by a committee (the "Committee") 
consisting of two or more persons who are appointed by, and serve at the 
pleasure of, the Board and each of whom is a "disinterested person" as that term
is defined in Rule 16b of the General Rules and Regulations under the Securities
Exchange Act of 1934.  
 
                                       10


Subject to the express provisions of the 2002 Directors Plan, the Committee
has the sole discretion to determine to whom among those eligible, and the time 
or times at which, options will be granted, the number of shares to be subject 
to each option and the manner in and price at which options may be exercised.  
In making such determinations, the committee may take into account the nature 
and period of service of eligible directors, their level of compensation, their
past, present and potential contributions to the Company and such other factors
as the Committee in its discretion deems relevant. 

     The Committee may amend, suspend or terminate the 2002 Directors Plan at 
any time, except that no amendment may be adopted without the approval of 
shareholders which would (i) increase the maximum number of shares which may be 
issued pursuant to the exercise of options granted under the Plan; (ii) change 
the eligibility requirements for participation in the 2002 Directors Plan; or 
(iii) extend the term of any incentive stock options or the period during which 
any incentive stock options may be granted under the 2002 Directors Plan.  
 
     Unless the 2002 Directors Plan is terminated earlier by the Board, the 2002
Directors Plan will terminate on December 31, 2012.  
 

Nominating Committee Information
--------------------------------

     In August 2004, the Board of Directors established a nominating committee 
comprised of Glenn Bergenfield and William DiTuro, each an independent director 
under Amex listing standards.  The nominating committee will be responsible for 
overseeing the selection of persons to be nominated to serve on the Company's 
Board of Directors.  The nominating committee will consider persons identified 
by its members, management, stockholders, investment bankers and others.  The 
nominating committee does not yet have a formal written charter, not has it 
established any formal selection criteria for nominees.  However, the nominating
committee intends to adopt a written charter by the date of the Annual Meeting, 
which will include the criteria, if any, established.  The Company has not yet 
established a method by which stockholders may propose to the nominating 
committee candidates for selection as nominees for directors.  The Company 
intends to establish such a procedure by the date of the Annual Meeting.  
 
     Since the nominating committee was not formed until August 2004, it did not
meet during the fiscal year ended June 30, 2004.  
 

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Section 16(a) of the Securities Exchange Act of 1934 requires AquaCell's 
directors and executive officers to file with the SEC initial reports of 
ownership and changes in ownership of AquaCell's Common Stock during the fiscal 
year ended June 30, 2004. AquaCell believes that its officers and directors 
complied with all these filing requirements during the fiscal year.  The Company
has relied upon the representations of its directors and executive officers.  
The Company does not believe any other stockholders are subject to Section 16(a)
filing requirements.  

                                       11


                            Stock Performance Graph

     The graph depicted below shows a comparison of cumulative stockholder 
returns for the Company, the American Stock Exchange Index and the Company's 
peer group.

                      Comparison of Cumulative Return for
                 The Period February 12, 2001 to June 30, 2004

                              [TOTAL RETURN GRAPH]





                          Total Return to Shareholders
                      (Includes reinvestment of dividends)

                                               ANNUAL RETURN PERCENTAGE
                                                     Years Ending
                                         ------------------------------------
Company Name / Index                       Jun01    Jun02    Jun03    Jun04
--------------------------------------------------------------------------------
AQUACELL TECHNOLOGIES INC                 -10.00   -81.56   261.45   -70.33
AMERICAN STOCK EXCHANGE                    -2.12    -2.70     8.53    28.95
PEER GROUP                                 19.95    28.22   -26.38    45.21

                                                   INDEXED RETURNS
                                                     Years Ending
                                         ------------------------------------
                                Base
                               Period
Company Name / Index           12Feb01     Jun01    Jun02    Jun03    Jun04
--------------------------------------------------------------------------------
AQUACELL TECHNOLOGIES INC        100       90.00    16.60    60.00    17.80
AMERICAN STOCK EXCHANGE          100       97.88    95.23   103.36   133.29
PEER GROUP                       100      119.95   153.80   113.23   164.42


Peer Group Companies
--------------------------------------------------------------------------------
IONICS INC
PENTAIR INC
VEOLIA ENVIRONNEMENT  -ADR   (Name change from Vivendi Environmental 5/2003)

                                       12


                                  PROPOSAL NO. 2
                                  --------------
          APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          ------------------------------------------------------------
 
     On August 6, 2004, the Board of Directors selected Wolinetz, Lafazan & 
Company, PC as the Company's independent registered public accounting firm for 
the fiscal year ending June 30, 2005.
 
     Although neither federal nor state law requires the approval of the 
auditors by stockholders, the Board believes that, in view of the importance of 
financial statements to the stockholders, the selection of independent public 
accountants should be passed on by stockholders. Accordingly, approval of the 
following resolution will be requested at the Meeting:
 
      "RESOLVED, that the Board of Directors appointment of Wolinetz, 
       Lafazan & Company, PC to serve as the Company's independent public 
       accountants for fiscal year ending June 30, 2005 be, and the same 
       hereby is ratified and approved."
 
     The Board of Directors recommends a vote FOR the foregoing resolution. In 
the event that stockholders disapprove of the selection, the Board of Directors 
will consider the selection of other auditors.
 
     A representative of Wolinetz, Lafazan & Company, PC will be present at the 
Annual Meeting or available by telephone. The Company has been informed that the
representative does not intend to make any statement to the stockholders at the 
Annual Meeting, but will be available to respond to appropriate questions from 
stockholders.


           2005 ANNUAL MEETING STOCKHOLDER PROPOSAL AND NOMINATIONS
           --------------------------------------------------------

     In order for any stockholder proposal to be presented at the annual meeting
of stockholders to be held in 2005 or to be eligible for inclusion in the 
Company's proxy statement for such meeting, they must be received by the Company
at its principal executive offices by July 9, 2005.  Each proposal should 
include the exact language of the proposal, a brief description of the matter 
and the reasons for the proposal, the name and address of the stockholder making
the proposal and the disclosure of that stockholder's number of shares of common
stock owned, length of ownership of the shares, representation that the 
stockholder will continue to own the shares through the stockholder meeting, 
intention to appear in person or by proxy at the stockholder meeting and 
material interest, if any, in the matter being proposed.
 
     The Company has not yet established a method by which stockholders may 
propose to the nominating committee candidates for selection as nominees for 
directors.  The Company intends to establish such a procedure by the date of the
Annual Meeting.  
 

         OTHER STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS
         ------------------------------------------------------------

     The Board of Directors provides a process for stockholders and interested 
parties to send communications to the Board.  Stockholders and interested 
parties may communicate with the Board of Directors, any committee chairperson 
or the non-management directors as a group by writing to the Board or committee 
chairperson in care of AquaCell Technologies, Inc., 10410 Trademark Street, 
Rancho Cucamonga, California 91730.  Each communication will be forwarded, 
depending on the subject matter, to the Board, the appropriate committee 
chairperson or all non-management directors.  
 

                        DISCRETIONARY VOTING OF PROXIES
                        -------------------------------

     Pursuant to Rule 14a-4 promulgated by the Securities and Exchange 
Commission, stockholders are advised that the Company's management will be 
permitted to exercise discretionary voting authority under proxies it solicits 
and obtains for the 2005 Annual Meeting of Stockholders with respect to any 
proposal presented by a stockholder at such meeting, without any discussion of 
the proposal in our proxy statement for such meeting, unless we receive 
 
                                       13


notice of such proposal at the Company's principal office in Rancho Cucamonga, 
California, not later than September 23, 2005.  
           

                      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.
 
     You should rely only on the information contained or incorporated by 
reference in this Proxy Statement.  We have not authorized anyone else to 
provide you with information that is different from what is contained or 
incorporated in this Proxy Statement.  This document is dated October 14, 2004. 
You should not assume that the information in this Proxy Statement is accurate 
as of any later date, and the mailing of this Proxy Statement to stockholders 
shall not create any implication to the contrary. 
 

               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
               -----------------------------------------------

     The Securities and Exchange Commission allows us to "incorporate by 
reference" the information we file with them, which means that we can disclose 
important information to you by referring you to those documents.  We 
incorporate by reference the documents listed below:
 
     *  Our Annual Report on Form 10-KSB for the fiscal year ended June 30, 
        2004, which accompanies this Proxy Statement. 

     We will provide without charge to each person to whom a copy of this Proxy 
Statement is delivered, upon request, a copy of any and all documents 
incorporated by reference in this Proxy Statement.  Requests for such copies 
should be made to Gary S. Wolff, Chief Financial Officer of the Company, 10410 
Trademark Street, Rancho Cucamonga, California 91730 or by calling (800) 326-
5222.
 

                            SOLICITATION OF PROXIES
                            -----------------------

     The solicitation of proxies in the enclosed form is made on behalf of the 
company and the cost of this solicitation is being paid by the Company. In 
addition to the use of the mails, proxies may be solicited personally or by 
telephone or telephone using the services of directors, officers and regular 
employees of the Company at nominal cost. Banks, brokerage firms and other 
custodians, nominees and fiduciaries will be reimbursed by the Company for 
expenses incurred in sending proxy material to beneficial owners of the 
Company's stock. 

 
                                 OTHER MATTERS
                                 -------------

     The Board of Directors knows of no matter which will be presented for 
consideration at the Annual Meeting other than the matters referred to in this 
Proxy Statement. Should any other matter properly come before the Annual 
Meeting, it is the intention of the persons named in the accompanying proxy to 
vote such proxy in accordance with their best judgment.
 
                                             Karen B. Laustsen, Secretary

Rancho Cucamonga, California 
October 14, 2004

                                       14




                                  Appendix A
                                  ==========

                            AUDIT COMMITTEE CHARTER
                            =======================
                                      OF
                                      ==
                          AQUACELL TECHNOLOGIES, INC.
                          ===========================

I. ORGANIZATION
===============

   There shall be a committee of the Board of Directors ("Board") for AQUACELL
==============================================================================
TECHNOLOGIES, INC., a Delaware corporation ("Corporation"), to be known as the
==============================================================================
Audit Committee ("Committee"). The Committee shall be composed of directors who
===============================================================================
are independent of the management of the Corporation and are free of any
========================================================================
relationship that, in the opinion of the Board, would interfere with their
==========================================================================
exercise of independent judgment as a Committee member.
=======================================================

   The Committee shall be comprised of at least two (2) members who shall be
============================================================================
independent directors until such time as the Corporation is no longer
=====================================================================
considered a "Small Business Filer" under Securities and Exchange Commission
============================================================================
Rules, at which time the Committee shall consist of at least three (3) members,
===============================================================================
each of whom is able to read and understand fundamental financial statements,
=============================================================================
or will become able to do so within a reasonable period of time after his or
============================================================================
her appointment. In addition, the Corporation will continue to have at least
============================================================================
one member of the Committee that has past employment history in finance or
==========================================================================
accounting, requisite professional certification in accounting, or any other
============================================================================
comparable experience or background which results in the individual's financial
===============================================================================
sophistication. Committee members may enhance their familiarity with finance
============================================================================
and accounting by participating in educational programs conducted by the
========================================================================
Corporation or an outside consultant.
=====================================

   The members of the Committee shall be elected by the Board at the annual
===========================================================================
organizational meeting of the Board or until their successors shall be duly
===========================================================================
elected and qualified. Unless a chair is elected by the full Board, the members
===============================================================================
of the Committee may designate a chair by majority vote of the full Committee
=============================================================================
membership.
===========

II. PURPOSE
===========

   The Committee shall provide assistance to the directors in fulfilling their
==============================================================================
responsibility to the shareholders, potential shareholders, and investment
==========================================================================
community relating to corporate accounting, reporting practices of the
======================================================================
Corporation, and the quality and integrity of the financial reports of the
==========================================================================
Corporation. It shall be the responsibility of the Committee to maintain free
=============================================================================
and open means of communication between the directors, the independent
======================================================================
auditors, and the financial management of the Corporation. Consistent with this
===============================================================================
function, the Committee should encourage continuous improvement of, and should
==============================================================================
foster adherence to, the Corporation's policies, procedures and practices at
============================================================================
all levels.
===========

   While the Committee has the responsibilities and powers set forth in this
============================================================================
Charter, it is not the duty of the Committee to plan or conduct audits or to
============================================================================
determine that the Corporation's financial statements are complete and accurate
===============================================================================
and are in accordance with generally accepted accounting principles. This is
============================================================================
the responsibility of management and the independent auditor. Nor is it the
===========================================================================
duty of the Committee to conduct investigations, to resolve disagreements, if
=============================================================================
any, between management and the independent auditor or to assure compliance
===========================================================================
with laws and regulations and the Corporation's business conduct guidelines.
============================================================================

   In carrying out its responsibilities, the Committee believes its policies
============================================================================
and procedures should remain flexible in order to best react to changing
========================================================================
conditions and to ensure to the directors and shareholders that the corporate
=============================================================================
accounting and reporting practices of the Corporation are in accordance with
============================================================================
all requirements and are of the highest quality.
================================================

   The Committee's primary duties and responsibilities are to:
==============================================================

  .  Serve as an independent and objective party to monitor the Corporation's
=============================================================================
     financial reporting process and internal control system.
=============================================================

                                      A-1
                                      ===



  .  Review and appraise the audit efforts of the Corporation's independent
===========================================================================
     accountants and financial management of the corporation.
=============================================================

  .  Provide an open avenue of communication among the independent accountants,
===============================================================================
     financial and senior management, and the Board.
====================================================

   The Committee will primarily fulfill these responsibilities by carrying out
==============================================================================
the activities enumerated in Section IV of this Charter.
========================================================

III. MEETINGS
=============

   The Committee shall meet at least four (4) times annually, or more
=====================================================================
frequently as circumstances dictate. As part of its responsibility to foster
============================================================================
open communication, the Committee should meet at least annually with
====================================================================
management, and the independent accountants in separate executive sessions to
=============================================================================
discuss any matters that the Committee or each of these groups believe should
=============================================================================
be discussed privately. In addition, the Committee or its chair should meet
===========================================================================
with the independent accountants and management annually to review the
======================================================================
Corporation's financials in accordance with Section IV (3) below.
=================================================================

IV. RESPONSIBILITIES AND DUTIES
===============================

   To fulfill its responsibilities and duties the Committee shall:
==================================================================

  Documents / Reports Review
============================

    1. Review and update this Charter periodically (at least annually) as
=========================================================================
       conditions dictate.
==========================

    2. Review the Corporation's annual financial statements and any reports or
==============================================================================
       other financial information submitted to any governmental body, or the
=============================================================================
       public, including any certification, report, opinion, or review rendered
===============================================================================
       by the independent accountants.
======================================

    3. Review with financial management and the independent accountants, the
============================================================================
       Annual Report on Form 10-K prior to its filing or prior to the release
=============================================================================
       of earnings. The chairman of the Committee may represent the entire
==========================================================================
       Committee for purposes of this review.
=============================================

    4. Issue annually a report to be included in the Corporation's proxy
========================================================================
       statement as required by the rules of the Securities and Exchange
========================================================================
       Commission.
==================

    5. Discuss with management and/or the Corporation's general counsel any
===========================================================================
       legal matters (including the status of pending litigation) that may have
===============================================================================
       a material impact on the Corporation's financial statements, and any
===========================================================================
       material reports or inquires from regulatory or governmental agencies.
=============================================================================

  Independent Accountants
=========================

    6. Recommend to the Board the selection of the independent accountants,
===========================================================================
       considering independence and effectiveness and approve the fees and
==========================================================================
       other compensation to be paid to the independent accountants. On an
==========================================================================
       annual basis, the Committee should review and discuss with the
=====================================================================
       accountants all significant relationships the accountants have with the
==============================================================================
       Corporation to determine the accountants' independence. The committee
============================================================================
       shall be responsible for obtaining a formal written statement from the
=============================================================================
       independent accountants delineating all relationships between the
========================================================================
       accountants and the Corporation consistent with Independence Standards
=============================================================================
       Board Standard 1.
========================

    7. Review the performance of the independent accountants and approve any
============================================================================
       proposed discharge of the independent accountants when circumstances
===========================================================================
       warrant.
===============

    8. Periodically consult with the independent accountants out of the
=======================================================================
       presence of financial management about internal controls and the
=======================================================================
       fullness and accuracy of the Corporation's financial statements.
=======================================================================

                                      A-2
                                      ===



  Financial Reporting Processes
===============================

    9. In consultation with the independent accountants and the financial
=========================================================================
       management, review the integrity of the Corporation's financial
======================================================================
       reporting processes, both internal and external.
=======================================================

   10. Consider the independent accountants judgments about the quality and
===========================================================================
       appropriateness of the Corporation's accounting principles as applied in
===============================================================================
       its financial reporting.
===============================

   11. Consider and approve, if appropriate, major changes to the Corporation's
===============================================================================
       auditing and accounting principles and practices as suggested by the
===========================================================================
       independent accountants, or financial management.
========================================================

  Process Improvement
=====================

   12. Establish regular and separate systems of reporting to the Committee by
==============================================================================
       each of financial management, and the independent accountants regarding
==============================================================================
       any significant judgments made in financial management's preparation of
==============================================================================
       the financial statements and the view of each as to appropriateness of
=============================================================================
       such judgments.
======================

   13. Following completion of the annual audit, review separately with each of
===============================================================================
       financial management, and the independent accountants, any significant
=============================================================================
       difficulties encountered during the course of the audit, including any
=============================================================================
       restrictions on the scope of work or access to required information.
===========================================================================

   14. Review any significant disagreement among financial management and the
=============================================================================
       independent accountants in connection with the preparation of the
========================================================================
       financial statements.
============================

   15. Review with the independent accountants and financial management the
===========================================================================
       extent to which changes or improvements in financial or accounting
=========================================================================
       practices, as approved by the Committee, have been implemented; provided
===============================================================================
       such review shall be conducted at an appropriate time subsequent to
==========================================================================
       implementation of changes or improvements, as decided by the Committee.
==============================================================================

  Compliance
============

   16. Review activities, organizational structure, and qualifications of
=========================================================================
       financial management of the corporation.
===============================================

   17. Perform any other activities consistent with this Charter, the
=====================================================================
       Corporation's by-laws and governing law, as the Committee or the Board
=============================================================================
       deem necessary or appropriate.
=====================================

                                      A-3
                                      ===


                                  PROXY CARD

                          AQUACELL TECHNOLOGIES, INC.
                                       
     PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 7, 2004
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


      The undersigned Stockholder(s) of AQUACELL TECHNOLOGIES, INC., a Delaware
corporation (the "Company"), hereby appoints James C. Witham, Proxy, with  full
power of substitution in the name, place and stead of the undersigned, to  vote
the  Annual  Meeting of Stockholders of the Company  to be held on  December 7,
2004 and at all adjournments thereof, according to the number of votes that the
undersigned would be entitled to vote if personally present, upon the following
matters.

                       (Continued and to be signed below)






                             DETACH PROXY CARD HERE
================================================================================
                                     PROXY

1. Election of a Director: Gary S. Wolff   

   [  ] FOR the nominee listed above
   [  ] WITHHOLD AUTHORITY to vote for the nominee listed above

2. To ratify the appointment of Wolinetz, Lafazan & Company, PC as Independent 
   Registered Public Accounting Firm for 2005.  

   [   ]  FOR      [   ]  AGAINST      [   ]  ABSTAIN

3. In their discretion, the proxies are authorized to vote upon such other 
   business as may properly come before the meeting or any and all 
   adjournments thereof. 

COMPANY ID:

PROXY NUMBER:

ACCOUNT NUMBER:


Signature ___________________ Signature ___________________ Date _________, 2004

Note: Please sign exactly as name appears hereon.  When shares are held by joint
owners, both should sign.  When signing as attorney, executor, administrator, 
trustee or guardian, please give full title as such.  If a corporation, please 
sign in full corporate name by President or other authorized officer.  If a 
partnership, please sign in partnership name by authorized person.