SecProbe.io

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							February 4, 2005
Via U.S. Mail and Facsimile

James C. Witham
Chief Executive Officer
AquaCell Technologies, Inc.
10410 Trademark Street
Rancho Cucamonga, CA 91730

RE:		AquaCell Technologies, Inc.
      Form S-3
      Filed January 7, 2005

Quarterly Report on Form 10QSB for Period Ending September 30,
2004
Filed November 15, 2004

      Annual Report on Form 10KSB for Period Ending June 30, 2004
      Filed September 28, 2004

Dear Mr. Witham:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-3 Filed January 7, 2005

General

1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  With the exception of the
comments below that specifically request an amendment, all other
revisions may be included in your future filings beginning with
your
Form 10-QSB for December 31, 2004.

2. To the extent comments on one filing impact disclosure in
another,
please make corresponding changes to all affected documents.

3. Supplementally, with a view towards disclosure, please provide
details regarding the spin-off of Aquacell Water Inc. to holders
of
your common stock.  Further, please provide a supplemental legal
analysis as to the applicability of Staff Legal Bulletin 4 to this
spin-off.

Table of Contents, page 2

4. Please revise the language in the last sentence in the
paragraph
on this page to remove the implication that you will not keep the
prospectus materially accurate during the period in which you
intend
to use it.

Incorporation Of Information We File With The SEC, Page 3

5. Please specifically incorporate by reference into your Form S-
3,
the Form 8-K that was filed on November 29, 2004 as well as any
other
reports filed prior to the effective date of the registration
statements as required by paragraph (a)(2) of Item 12 of Form S-3.

Inside Front and Outside Back Cover Pages of Prospectus

6. Please disclose the dealer prospectus delivery obligation
required
by Item 502(b) of Regulation S-K.

Where You Can Find More Information, page 3

7. Please disclose AquaCell Technologies` S.E.C. file number.

Incorporation of Information We File with the SEC, page 3

8. Please disclose that you will provide the information listed in
this section upon written or oral request.  Please refer to Item
12(c)(1)(ii) of Form S-3.

Summary, page 4

9. We note your disclosure that your product applications address,
among other things, processing water for ultra-pure purposes, such
as
micro-chip and pharmaceutical manufacturing.  However, there is no
discussion of this application in your periodic reports
incorporated
by reference.  Please revise here and in your future periodic
reports
accordingly.

Risk Factors, page 5

10. The subheadings of you risk factors merely state facts or
uncertainties and do not adequately reflect the risks that follow.
Please revise your subheadings to succinctly state the risks you
discuss in the text.  Please refer to the following risk factors:

* "We have incurred substantial operating losses and an
accumulated
deficit.  We expect to continue to have operating losses and a
growing accumulated deficit in the future."
* "There is a question about our ability to continue as a going
concern."
* "Our water cooler is new and may not be accepted by our target
market."
* "We have recently revised our business plan and our new plan may
not prove successful."
* "We may not be able to effectively manage growth"
* "Our quarterly results may fluctuate and could fall below the
expectations of securities analysts and investors."

We depend on key personnel and our business prospects may be
diminished if we do not retain those personnel

11. Since all companies rely on their key personnel, clearly
explain
how this specific risk applies to your company.  Also, please
expand
on the risks posed by losing the services of the individuals you
mention.  It appears that this risk factor may be generic.  Please
revise as appropriate.

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

12. Please consider discussing the recent notice you received from
the Amex in order to place this risk in context.

Special Note Regarding Forward-Looking Statements, page 7

13. Please tell us why you include the word "will" in the list of
words describing beliefs and expectations.

Selling stockholders, page 9

14. Please revise the selling shareholder table to include a
"total"
line at the end of the table.

15. If any selling securityholder is a broker-dealer, please
identify
it as such.  Please note that selling securityholders who are
broker-
dealers must be identified as underwriters in the prospectus.  For
selling securityholders that are affiliates of broker-dealers, the
prospectus must state that: (1) the sellers purchased in the
ordinary
course of business; and (2) at the time of purchase of the
securities
you are registering for resale, the seller had no agreements or
understandings, directly or indirectly, with any person, to
distribute the securities.  If you are unable to make these
statements in the prospectus, the disclosure must state that the
sellers are also underwriters.

16. For any selling security holders that are not natural persons
and
not a reporting company under the Exchange Act, a majority owned
subsidiary of a reporting company under the Exchange Act, or a
registered investment fund under the 1940 Act, you must identify
by
footnote or otherwise the natural person or persons having sole or
shared voting and investment control over the securities held by
the
beneficial owner.  Please refer to telephone interpretation 4S. in
the Regulation S-K section of the March 1999 supplement to our
"Manual of Publicly Available Telephone Interpretations" that is
available on the Commission`s website at http://www.sec.gov, and
revise or advise.

17. To the extent that any successor(s) to the named selling
stockholder wish to sell under this prospectus, please be advised
that you must file a prospectus supplement identifying such
successors as selling stockholders.  Please revise your disclosure
to
state that a prospectus supplement will be filed in these
circumstances.

Disclosure of Commission Position on Indemnification for
Securities
Act Liabilities

18. Please disclose the information required by Item 510 of
Regulation S-B.

Part II

Other Expenses of Issuance and Distribution, page 14

19. Because your miscellaneous expenses constitute the vast
majority
of the offering expenses, please break them down into individual
categories.  Please refer to Item 511 of Regulation S-B.

Legality Opinion, Exhibit 5

20. Please state the law upon which the legality opinion is based.

FORM 10-QSB FOR THE PERIOD ENDED SEPTEMBER 30, 2004

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 6

General

21. Please address the comments above in your interim reports on
Form
10-QSB.

22. Please disclose when you launched the "Message On The Bottle"
water cooler placement campaign.

23. We note that you have signed an agreement with Rite Aid
Corporation to place coolers in its stores at no cost to Rite Aid
and
that revenue will be generated through the sale of advertising on
the
band of the cooler`s bottle.  Other than your agreement with
Unilever, please disclose whether you have sold any advertising
for
these coolers.

24. Please disclose the material terms of the agreement with
Unilever
and file this contract as an exhibit pursuant to Item 601(b)(10)
of
Regulation S-B.

25. Please disclose whether you have contracts with companies
other
than Rite Aid for your newly launched "Message On The Bottle"
water
cooler placement campaign.

26. Please disclose the material terms of the contract with Rite
Aide
and file it as an exhibit pursuant to Item 601(b)(10) of
Regulation
S-B.

27. Please briefly disclose the general terms of the agreements
with
your marketing partners.  File the agreements with J. DeKama
Associates and Beau Dietl & Associates as exhibits pursuant to
Item
601(b)(10) of Regulation S-B.

28. Please clarify the services provided by Advantage Sales and
Marketing.  Please file all material agreements not made in the
ordinary course of business as exhibits.

29. We note your statement that you are "embarking on additional
opportunities, including expansion of our "Message On The Bottle"
advertising program into more diverse areas."  Please clarify what
you mean by "more diverse areas."

Results of Operations

30. Please disclose the reasons for the changes (or stability) in
revenue, cost of sales, salaries, and expenses between the periods
discussed.  Please refer to Item 303(b)(1)(vi) of Regulation S-B.

Liquidity and Capital Resources, page 8

31. Please disclose the terms of the note issued for the purchase
of
equipment.

32. You indicate that cash up to approximately $13,800,000 may be
generated by the warrants. In your Form 10-KSB you indicate the
amount as $17,000,000.  To the extent that the exercise price is
greater than current market, such an assumption may be unrealistic
even with the caveat  that there is no assurance the warrants will
be
exercise.  At a minimum, your discussion should be revised to
indicate the amount with respect to warrants whose exercise price
is
less than market and those whose exercise price is greater than
market, indicating the current market price.  Please also give
information on the number of warrants in each category.  Your
current
market price is about $0.43 whereas most outstanding warrants have
exercise prices substantially in excess of that amount.  Please
provide us with a schedule supporting the information in your
revised
disclosure.  Reconcile the information to that found in the notes
to
the financial statements.

33. In Note A, you disclose three elements of your plan to address
liquidity.  Management`s discussion and analysis should include a
specific and more detailed discussion of each of the three
elements
mentioned.  In this regard, for instance, discuss more
specifically
your plan to raise capital, your plan to place additional water
cooler billboards in additional locations, and your plan to
increase
advertising revenue.  The discussion should indicate how you
intend
to accomplish these elements.  These elements appear to relate
primarily to the portion of your business that you plan to spin-
off.
The most current discussion should relate to your business as it
will
exist after the spin-off, which you state will occur on February
2,
2005.

Controls and Procedures, page 8

34. We note that your disclosure sets forth language required by
old
Item 307 of Regulation S-B, including the measurement date and
disclosure regarding changes in internal controls.  Please note
periodic reports filed after August 14, 2003 must comply with the
disclosure requirements of the revised Items 307 and 308 of
Regulation S-B.  Please revise to provide the information required
by
Item 307 and 308(c) of Regulation S-B.  Please also revise your
disclosure in your Form 10-KSB for the year ended June 30, 2004 to
comply with this comment.

FORM 10-KSB FOR THE YEAR ENDED JUNE 30, 2004

Business, page 1

Overview

35. Please modify the overall promotional tone in this and other
sections of the Business section.  For instance, the citation of
positive statistics without the proper context or material
countervailing statistics appears promotional.  Also, later in
Business section discuss the impact that the problems with bottled
water you detail might have on your business segment dealing with
water bottling plant equipment.

Our Products

36. Please disclose the percentage of your revenue generated by
each
product line as well as the actual revenue generated by each over
the
last fiscal year.

37. We note your statement that you manufacture custom designed
systems to treat commercial and industrial water treatment
concerns
through our Water Science Technologies subsidiary.  Please
elaborate
on this aspect of your business. Clearly describe each product.

38. Please disclose your dependence, if any, on one or few major
customers.  Please refer to Item 101(b)(6) of Regulation S-B.

39. Please disclose any product research and development during
the
past two fiscal years.  Please refer to Item 101(b)(10) of
Regulation
S-B.

40. Please disclose the principal method of competition in your
industry.  Please refer to Item 101(b)(4) of Regulation S-B.

In Store Advertising Industry

41. Please explain and provide a basis for your statement that
although in-store advertising has been around for years, it has
only
recently been transformed into a new form of advertising.

Our Water Science Technologies, Inc. Subsidiary

42. Please disclose the cost of the acquisition of Water Science
Technologies.

Government Regulation

43. We note your discussion of government regulation as it applies
to
current and potential customers and how it affects demand for your
products.  Please disclose whether there is any direct regulation
of
your products, manufacturing process, and business and discuss its
impact, if any, on you.

Competition

44. We note the list of competitors in each of your product and
business lines.  Please disclose the percentage of each market
that
your primary competitors have versus your share of each market
segment.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 13

45. We note that you have reduced the manufacturing cost of your
self-filling water cooler.  Elaborate on this point.  Describe how
you accomplished this and the amount by which you reduced these
costs.

46. We note your statement that you are expanding your "Message On
The Bottle" program into more diverse areas.  Please disclose
these
plans in greater detail.

47. Please discuss any known trends in your reported results that
occurred or are likely to occur and may affect future results.
For
example, disclose whether or not you anticipate changes to
revenues,
continued revenue decreases from restructuring of your marketing
plan
and continued implementation of marketing alliances effecting
costs
and expenses so that investors can ascertain the likelihood that
past
performance is indicative of future performance.  These are merely
examples.  Please see SEC Release No. 33-8350.

48. Please add a section for your critical accounting policies to
address the following areas:

* Types of assumptions underlying the most significant and
subjective
estimates;
* Any known trends, demands, commitments, events or uncertainties
that
are reasonably likely to occur and materially affect the
methodology
or the
assumptions described;
* If applicable, why different estimates that would have had a
material impact on your financial presentation could have been
used
in the current period.
49. Refer to SEC Releases 33-8098 and 33-8040. See section V of
the
Commission Guidance Regarding Management`s Discussion