--------------------------------------------------------------------------------

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                  FORM 10-QSB
(Mark one)
   _X_   Quarterly report under Section 13 or 15(d) of 
         the Securities Exchange Act of 1934 
         For the quarterly period ended September 30, 2004.

   ___   Transition report under Section 13 or 15(d) of the Exchange Act 
         For the transition period from __________ to __________ 

                        Commission File Number 1-16165

                          AQUACELL TECHNOLOGIES, INC.
       ------------------------------------------------------------------
       (Exact Name of Small Business Issuers as Specified in its Charter)

               Delaware                           33-0750453
       ------------------------      ------------------------------------ 
       (State of Incorporation)      (IRS Employer Identification Number)

                             10410 Trademark Street
                           Rancho Cucamonga, CA 91730
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                                (909) 987-0456
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

                       __________________________________

Check whether the issuer: (1) filed all reports required to be filed by Section 
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter 
period that the registrant was required to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days.   Yes [X]  No [ ]


               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be 
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of 
Securities under a plan confirmed by a court.   Yes [ ]  No [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

                          Common Stock, $.001 par value 
             15,764,137 shares outstanding as of November 12, 2004.


Transitional Small Business Disclosure Format (check one):   Yes [ ]  No [X]

--------------------------------------------------------------------------------



                          AQUACELL TECHNOLOGIES, INC.
                                   
                                  FORM 1O-QSB
                                   
                    FOR THE QUARTER ENDED SEPTEMBER 30, 2004

                               TABLE OF CONTENTS


                        PART I - FINANCIAL INFORMATION
                                                            
Item 1.    Financial Statements:                                            PAGE
                                                            
           Condensed Consolidated Balance Sheet as of September 30, 2004...... 1
        
           Condensed Consolidated Statements of Operations for the 
           three-month periods ended September 30, 2004 and 2003.............. 2
                                                            
           Condensed Consolidated Statements of Cash Flow for the 
           three-month periods ended September 30, 2004 and 2003.............. 3
        
           Notes to Condensed Consolidated Financial Statements............... 4
                                                            
Item 2.    Managements Discussion and Analysis................................ 6
           Forward-Looking Statements
           Overview
           Results of Operations
           Liquidity and Capital Resources

Item 3.    Controls and Procedure............................................. 8
        
                                                            
                          PART II - OTHER INFORMATION
                                                            
Item 2(C). Sales of Unregistered Securities................................... 9

Item 4.    Submission of Matters to a Vote of Security Holders................ 9
                                   
Item 6.    Exhibits and Reports on Form 8-K................................... 9
     
Signature..................................................................... 9
                                
                                       i



                         PART I.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                  AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               September 30, 2004
                                  (Unaudited)

ASSETS
Current assets:
     Cash.......................................................... $   203,000
     Subscription receivable.......................................      44,000
     Accounts receivable, net of allowance of $42,000..............      51,000
     Inventories...................................................      79,000
     Prepaid expenses and other current assets.....................      46,000
                                                                    ------------
          Total current assets.....................................     423,000
                                                                    ------------

Property, equipment and billboard coolers, net.....................     877,000
                                                                    ------------
Other assets:
     Goodwill......................................................     824,000
     Patents, net..................................................      75,000
     Security deposits.............................................      16,000
                                                                    ------------
          Total other assets.......................................     915,000
                                                                    ------------
                                                                    $ 2,215,000
                                                                    ============
LIABILITIES

Current liabilities:
     Accounts payable.............................................. $   444,000
     Accrued expenses..............................................     665,000
     Preferred stock dividend payable..............................      17,000
     Customer deposits.............................................      20,000
     Installment note payable......................................       2,000
     Current portion of deferred payable...........................      13,000
                                                                    ------------
          Total current liabilities................................   1,161,000

Deferred payable, net of current portion...........................     460,000
                                                                    ------------
          Total liabilities........................................   1,621,000
                                                                    ------------

Commitments and contingencies

STOCKHOLDERS' EQUITY:

Preferred stock - Class A, par value $.00l; 
   1,870,000 shares authorized; 
   675,000 shares issued and outstanding...........................       1,000
Preferred stock, par value $.001; 
   8,130,000 shares authorized; 
   no shares issued................................................           -
Common stock, par value $.001; 
   40,000,000 shares authorized; 
   15,048,769 shares issued and outstanding........................      15,000
Additional paid-in capital.........................................  20,918,000
Accumulated deficit................................................ (18,429,000)
                                                                    ------------
                                                                      2,505,000
Subscription receivable............................................      (5,000)
Unamortized deferred compensation..................................  (1,906,000)
                                                                    ------------
          Total stockholders' equity...............................     594,000
                                                                    ------------
                                                                    $ 2,215,000
                                                                    ============

           See notes to condensed consolidated financial statements.

                                       1
  


                 AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

                                                       Three Months Ended
                                                          September 30,
                                                 -------------------------------
                                                      2004             2003
                                                 --------------   --------------
Revenue:
     Net sales.................................. $     199,000    $     201,000
                                                 --------------   --------------
Costs and expenses:
     Cost of sales..............................       124,000          129,000
     Salaries and wages.........................       288,000          299,000
     Legal, accounting and other 
       professional expenses....................        52,000           65,000
     Consulting fees and expenses- marketing 
       research and development.................        24,000                -
     Fair value adjustment of derivative........             -          207,000
     Stock based compensation...................       242,000          375,000
     Other......................................       337,000          255,000
                                                 --------------   --------------
                                                     1,067,000        1,330,000
                                                 --------------   --------------
Loss from operations before 
     other income (expense):....................      (868,000)      (1,129,000)
                                                 --------------   --------------
Other income (expense):
     Interest income............................             -            1,000
     Interest (expense).........................             -                -
                                                 --------------   --------------
                                                             -            1,000
                                                 --------------   --------------

Net loss for the period......................... $    (868,000)   $  (1,128,000)
                                                 ==============   ==============
Weighted average share outstanding-
     basic and diluted..........................     14,576,000       9,349,000
                                                 ==============   ==============

Loss attributable to common stockholders:
     Net loss................................... $    (868,000)   $  (1,128,000)
     Preferred stock dividends..................         9,000           16,000
                                                 --------------   --------------
     Loss attributable to common stockholders... $    (877,000)   $  (1,144,000)
                                                 ==============   ==============
     Net loss per common share.................. $       (0.06)   $       (0.12)
                                                 ==============   ==============

           See notes to condensed consolidated financial statements.

                                       2


                                
                 AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                                       Three Months Ended
                                                          September 30,
                                                 -------------------------------
                                                      2004             2003
                                                 --------------   --------------
Cash flows from operating activities: 
Net loss........................................ $    (868,000)   $  (1,128,000)

Adjustment to reconcile net loss to net cash 
 used in operating activities:
   Stock based compensation.....................       242,000          375,000
   Fair value adjustment of derivative..........             -          207,000
   Depreciation and amortization................         6,000           13,000
Changes in:
   Accounts receivable..........................             -           10,000
   Accrued interest receivable..................             -            7,000
   Prepaid expenses and other current assets....         7,000          (35,000)
   Inventories..................................        15,000         (150,000)
   Accounts payable.............................      (138,000)        (226,000)
   Accrued expenses.............................       (41,000)          37,000
   Customer deposits............................       (41,000)           6,000
                                                 --------------   --------------
     Net cash used in operating activities......      (818,000)        (884,000)
                                                 --------------   --------------

Cash flows from investing activities:
   Collections on notes receivable..............             -           68,000
   Payments on note issued for purchase of 
     property and equipment.....................        (1,000)          (1,000)
   Capital expenditures.........................       (84,000)          (1,000)
                                                 --------------   --------------
     Net cash provided by (used in) 
       investing activities.....................       (85,000)          66,000
                                                 --------------   --------------

Cash flows from financing activities:
   Proceeds from private placements of 
     common stock...............................             -        2,555,000
   Expenses of offerings........................             -         (259,000)
   Preferred stock dividend paid................             -          (12,000)
   Exercise of stock options....................             -           27,000
   Proceeds (repayments) of loans from 
     related parties............................             -          (25,000)
   Proceeds from subscriptions receivable.......        40,000                -
   Proceeds from exercise of commons stock 
     warrants...................................       209,000                -
   Expense of warrant exercise..................        (3,000)               -
                                                 --------------   --------------
     Net cash provided by financing activities..       246,000        2,286,000
                                                 --------------   --------------

Increase (decrease) in cash.....................      (657,000)       1,468,000

Cash, beginning of period.......................       860,000           32,000
                                                 --------------   --------------
Cash, end of period............................. $     203,000    $   1,500,000
                                                 ==============   ==============
Supplemental disclosure of cash flow information:
   Cash paid for interest                        $           -    $           -

Supplemental schedule of non-cash investing 
  and financing activities:
Issuance of common stock warrants for services 
  to the company................................ $      91,000    $   2,564,000
Subscription receivable for conversion of 
  warrants...................................... $      49,000    $           -
Dividends payable on preferred stock............ $       9,000    $      16,000

           See notes to condensed consolidated financial statements.

                                       3

  

                  AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
                                
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                
                         September 30, 2004 (Unaudited)

NOTE A - BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements 
include the accounts of AquaCell Technologies, Inc. and its wholly owned 
subsidiaries.  All significant intercompany accounts and transactions have been 
eliminated in consolidation.

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with U.S. generally accepted accounting principles 
for interim financial information and with instructions to Form 10-QSB.  
Accordingly, they do not include all of the information and footnotes required 
by U.S. generally accepted accounting principles for complete financial 
statements.  In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have been 
included. The results of operations for the three months ended September 30, 
2004 are not necessarily indicative of the results to be expected for the full 
year.  For further information, refer to the Company's annual report filed on 
Form 10-KSB for the year ended June 30, 2004.

     At September 30, 2004 the Company's ability to continue as a going concern,
for the reasons outlined on the 10-KSB filed for the year ended June 30, 2004, 
still existed. During the quarter ended September 30, 2004 the Company 
successfully obtained external financing through exercise of warrants and plans 
to continue to raise capital through the sale or exercise of equity securities 
on a just in time basis. 


NOTE B - INVENTORIES

     Inventories consist of the following at September 30, 2004:

          Raw materials........................................... $    50,000
          Work in progress........................................      23,000
          Finished goods..........................................       6,000
                                                                   -----------
                                                                   $    79,000
                                                                   ===========

NOTE C - PROPERTY, EQUIPMENT AND BILLBOARD COOLERS

     Property and equipment is summarized as follows at September 30, 2004:

          Billboard coolers, including parts...................... $   853,000
          Furniture and fixtures..................................      36,000
          Equipment - office......................................     102,000
          Machinery and equipment.................................     127,000
          Rental units............................................       9,000
          Leasehold improvements..................................      10,000
          Truck...................................................      11,000
                                                                   -----------
                                                                     1,148,000
          Less accumulated depreciation...........................     271,000
                                                                   -----------
                                                                   $   877,000
                                                                   ===========
                                       4



                  AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
                                
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                         September 30, 2004 (Unaudited)
	
NOTE D - DEFERRED PAYABLE          

     At September 30, 2004, the deferred payable represented the balance due to 
a private company for the return and cancellation of all exclusive distribution 
and marketing rights previously held under a distribution agreement. This amount
is payable solely from 5% of the future revenues to be generated by our Global 
Water-Aquacell subsidiary. 


NOTE E - EQUITY TRANSACTIONS

     During August 2004 the Company amended a February 2004 consulting agreement
to provide for additional compensation of 100,000 common shares. These shares 
were valued at $66,000 based upon closing market price at the date of issuance. 
Such amount will be amortized to expense over the remaining term of the 
agreement. Amortization amounted to $4,000 for the quarter ended September 30, 
2004.

     During August 2004 the Company issued 50,000 common stock purchase 
warrants at a price of $.66 per share in connection with performance under an 
existing consulting agreement. These warrants were valued at $25,000 
utilizing the Black Scholes valuation method. Such amount will be amortized over
a period of 31 months. Amortization amounted to $2,000 for the quarter ended 
September 30, 2004.

     During September 2004 the Company issued an aggregate of 457,000 shares of 
common stock in connection with the repricing of 457,000 common stock purchase 
warrants issued in previously completed private placements. Warrants with 
exercise prices of $2.00 and $4.00 were repriced to $.70 and $.56. The Company 
realized gross proceeds of $286,000 and expenses were $32,000 in connection with
the repricings. New common stock purchase warrants were issued for 247,000 
shares of common stock exercisable at $.90 per share and 210,000 shares of 
common stock exercisable at $.95 per share and an additional 210,000 shares of 
common stock exercisable at $4.00 per share.


NOTE F - CONCENTRATION OF CREDIT RISK

     The Company's financial instruments that are exposed to concentration of 
credit risk consists of cash. Such amounts are in excess of FDIC insurance 
limits. 


NOTE G - SUBSEQUENT EVENTS

     During October and November 2004 the Company issued an aggregate of 693,000
shares in connection with the repricing of outstanding warrants. The Company 
realized gross proceeds of $434,000 in connection with the repricing.

                                       5



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
         CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

     When used in this Form 10-QSB 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.


Overview

     The following discussions and analysis should be read in conjunction with 
the Company's condensed consolidated financial statements and the notes 
presented following the condensed consolidated financial statements. The 
discussion of results, causes and trends should not be constructed to imply any 
conclusion that such results or trends will necessarily continue in the future. 

     During the quarter ended September 30, 2004, we diligently worked to 
finalize agreements for our newly launched "Message On The Bottle" advertising 
program through our Aquacell Media subsidiary.  Aquacell Media installs our 
patented Aquacell 1000 Bottled Water Cooler Systems free of charge into various 
locations while retaining ownership of the coolers.  Revenue is generated 
through the sale of advertising on the band of the cooler's permanently attached
five-gallon bottle, as well as on the cup holder.

     Subsequent to the end of the quarter, we signed our first Water Cooler 
Placement Agreement with Rite Aid Corporation, the third largest drug chain in 
America with more than 3000 stores.   Rite Aid conducted an extensive test over 
several months on the performance of our coolers in their corporate office as 
well as in several stores. 

     Under an initial term of five years, Rite Aid has agreed that the Aquacell 
1000 coolers will be installed on a national basis at no cost to Rite Aid, and 
that AquaCell may sell the advertising space on the bottle band. The initial 
rollout, expected to be completed by the end of December 2004, will entail 
replacing water fountains in approximately half of the stores.  Aquacell has 
been manufacturing coolers in anticipation of this agreement and is in position 
to use current inventory to supply the water coolers for these initial 
locations.  

     We are in negotiations with other retailers including other national chain 
drug stores and supermarkets, as well as other national chain retail stores for 
installations in these locations, as well.  Test units have been installed in 
many of these locations and we anticipate the signing of agreements with 
additional retailers in the near future.

                                       6



     Also subsequent to the end of the quarter, we secured our first advertiser,
Unilever, one of the world's largest consumer products companies.  This 
inaugural program is for the Dove(R) product line, the timing of which coincides
with the roll out of installations in Rite Aid stores.   The program also 
includes advertising in other chain drug stores.

     The "Message On The Bottle" advertising provides a unique point-of-sale 
opportunity for manufacturers to reach the consumer.  Advertising on the bottle 
gets face-to-face impact reaching the consumers while they are in the store.  We
are negotiating with other major manufacturers and providers of health care 
related products and/or their agencies, for the advertisement of their products.

     AquaCell has engaged several new marketing partners, including Beau Dietl &
Associates.  Through this association, we retained the services of J. DeKama 
Associates, through which we have signed consulting agreements with former 
Unilever executives who have tapped into the services of Advantage Sales and 
Marketing.  This network has been instrumental in assisting us in developing a 
wide variety of companies for both advertising and for placement of Aquacell 
1000 coolers into retail locations.  By utilizing these and other individuals 
who are responsible for payment of their own expenses, and who will receive cash
compensation only upon the generation of revenues, we do not anticipate 
incurring any significant direct sales and marketing expenses in the rollout of 
this program.

     During the quarter ended September 30, 2004 we incurred non-cash charges 
for stock based compensation for warrants issued to consultants, which we 
believe is a benefit to the Company and its shareholders for the growth of the 
Company.

     We are embarking on additional opportunities, including expansion of our 
"Message On The Bottle" advertising program into more diverse areas, which we 
believe will provide long-term benefits to the Company.


Results of Operations

     During the three months ended September 30, 2004 on a consolidated basis, 
revenues were $199,000 as compared to $201,000 for the similar period of the 
preceding year.

     On a consolidated basis cost of sales was 62% for the quarter ended 
September 30, 2004 as compared to 64% for the same quarter of the prior year. 

     Net loss on a consolidated basis, attributable to common stockholders, for 
the three months ended September 30, 2004 was $877,000 or $0.06 per share, as 
compared to $1,144,000 or $.12 per share for the same period of the prior year. 
The decrease in the loss is primarily attributable to the decrease in fair value
adjustment of derivative in the amount of $207,000.

     Salaries and wages decreased by $11,000 for the quarter ended September 30,
2004 over the prior year. Legal, accounting and other professional expensed 
decreased by approximately $13,000 for the quarter ended September 30, 2004. 
Stock based compensation decreased by $133,000 to $242,000 for the quarter ended
September 30, 2004.  Other selling, general and administrative expenses, 
consisting primarily of rent - $49,000, telephone and utilities- $17,000, 
travel- $21,000, business promotion- $22,000, insurance- $37,000, and vehicle 
expenses-$25,000 increased by approximately $82,000 to $337,000 for the quarter 
ended September 30, 2004. 

                                       7



Liquidity and Capital Resources

     During the three months ended September 30, 2004 we raised, through the 
repricing of warrants to purchase common shares, net equity of approximately 
$209,000.

     Cash used by operations during the three months ended September 30, 2004 
amounted to $818,000.  Net loss of $868,000 was reduced by non-cash stock based 
compensation in the amount of $242,000, and depreciation and amortization of 
$6,000.  Cash used by operations was further increased by decreases in accounts 
payable of $138,000, accrued expenses of $41,000, and customer deposits in the 
amount of $41,000. Net loss was further decreased by net changes in inventories 
and prepaid expenses aggregating $22,000.

     Cash used by investing activities during the three months ended September 
30, 2004 represented capital expenditures in the amount of $84,000 increased by 
payments on a note issued for the purchase of equipment in the amount of $1,000.

     Cash provided by financing activities was approximately $246,000. Proceeds 
from sales of common stock purchase warrants amounted to $209,000 and expenses 
of warrant exercises amounted to $3,000. Proceeds from subscriptions receivable 
were $40,000.

     We have granted warrants, subsequent to our initial public offering in 
connection with private placements, consulting, marketing and financing 
agreements that remain outstanding at the date of this filing and may generate 
additional capital of up to approximately $13,800,000 if exercised. There is no 
assurance however, that any of the warrants will be exercised. 

     Management believes that its present cash position combined with subsequent
equity raises and conversion of warrants, and cash flows expected to be 
generated from future operations will be sufficient to meet presently 
anticipated needs for working capital and capital expenditures through at least 
the next 12 months; however, there can be no assurance in that regard.  The 
Company presently has no material commitments for future capital expenditures.


ITEM 3.  CONTROLS AND PROCEDURES

     Within the 90 days prior to the date of this Report the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management, including the Company's chief executive officer and chief financial 
officer, of the effectiveness of the design and operation of the Company's 
disclosure controls and procedures pursuant to Rule 13a-14 adopted under the 
Securities Exchange Act of 1934. Based upon that evaluation, the chief executive
officer and chief financial officer concluded that the Company's disclosure 
controls and procedures are effective. There were no significant changes in the 
Company's internal controls or in other factors that could significantly affect 
these controls subsequent to the date of their evaluation. 

                                       8



                          PART II.   OTHER INFORMATION


ITEM 2(C).  SALES OF UNREGISTERED SECURITIES

     During September 2004 the Registrant repriced and sold 222,300 Common 
Stock Purchase Warrants to 4 accredited investors pursuant to the exemption 
provided by Regulation D, Rule 505, and Section 4(2) of the Securities Act of 
1933, as amended.  New Common Stock Purchase Warrants were issued to the 
investors at prices ranging from $.90 to $4.00.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits.

         31.1  CEO's Certification Pursuant to Rule 13a-14(a)/ 15d-14(a) 

         31.2  CFO's Certification Pursuant to Rule 13a-14(a)/ 15d-14(a)

         32    Certification Pursuant to 18 U.S.C. Section 1350 

     (b) Reports on Form 8-K.  

         None

                                   SIGNATURE

     In accordance with the requirements of the Exchange Act, the Registrant 
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                           AquaCell Technologies, Inc.
                                           -----------------------------------
                                           Registrant



Date: November 15, 2004                       /s/ Gary S. Wolff
                                           -----------------------------------
                                           Name:  Gary S. Wolff
                                           Title: Chief Financial Officer

                                       9