SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
								August 9, 2005

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

RE:		AquaCell Technologies, Inc.
      Amendment No. 1 to Registration Statement on Form S-3
      August 4, 2005
File No. 333-121903
Forms 10-QSB for Fiscal Quarters Ended December 31, 2004 and
August
4, 2005
File No. 1-16165

Dear Mr. Witham:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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
information so we may better understand your disclosure.  After
reviewing this information, we may 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 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/A FILED AUGUST 4, 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.

2. Update the financial statements, if necessary, to comply with
Item
310(g) of Regulation S-B at the effective date of the registration
statement.

Cover

3. Please disclose here that two directors will be selling shares
and
receiving proceeds in the offering.

Plan of Distribution

Outstanding Options and Warrants, page 13

4. You indicate that as of July 1, 2005, up to 10,106,179 shares
of
common stock are issuable pursuant to outstanding options and
warrants.  Please provide a reasonably detailed schedule of the
1,935,500 options and the 8,170,679 warrants showing, with
meaningful
ranges of exercise prices, the number of options, information
about
expiration dates and the stated weighted average exercise price
calculations of $0.0802 and $1.51.   Please also provide this
detail
for the 4,640,983 warrants that belong to the selling
shareholders.
Please disclose a summary of this information in your registration
statement since your viable plan includes the exercise of options
to
raise capital. Please also assure that the information about
options
and warrants throughout the registration statement is current,
consistent and accurate.

5. In general and for future reference, please review the guidance
in
Rule 10-01(a)(5) for guidance on the appropriate level of
necessary
disclosure in interim reports. In this regard, for instance, while
the company provided detailed disclosure about options and
warrants
in Note F of its Form 10-KSB for June 30, 2004, transactions
occurring subsequent to that date require that the information be
updated.

FORM 10-QSB/A FOR THE PERIOD ENDED MARCH 31, 2005

General

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

Item 2.  Management`s Discussion and Analysis, page 12

Liquidity and Capital Resources, page 15

7. We have read your response to comment 14 from our letter dated
July 29, 2005.  Please expand your discussion to follow the
guidance
in SEC Codification of Financial Reporting

Policies (FRR-16), Uncertainty about an Entity`s Continued
Existence.
Additional detail should be provided to support the conclusion
stated
in the final paragraph of your discussion on page 16.  Please
provide
additional detail including but not limited to the following:
* Prominent disclosures of your financial difficulties and viable
plans to overcome these difficulties.
* Disclosures of any known demand, commitments or uncertainties
that
will result in your liquidity increasing or decreasing in any
material way.
* Detailed cash flow discussions for the twelve month period
following the date of the latest balance sheet presented.
* A reasonable detailed discussion of your ability or inability to
generate sufficient cash to support operations.
* Management`s plans (including relevant prospective financial
information).

1. Please amend your Forms 10-QSB/A for the periods ended
September
30, 2004 and March 31, 2005 to include Item 2 - Management`s
Discussion and Analysis of Financial Condition and Results of
Operations, in its entirety.  An amendment must contain the
complete
text of the item being amended as required by Exchange Act Rule
12b-
15.  Please note that Item 3 - Controls and Procedures are not a
part
of Part II - Other Information as described in Form 10-QSB. Please
amend to revise accordingly.

AQUACELL TECHNOLOGIES CORPORATE PLAN

Projected Consolidated Statements of Income

9. We have read your response to comment 16 from our letter dated
July 29, 2005.  Your amended projected consolidated statement of
income no longer projects an impairment loss on goodwill.  You
also
indicated that your annual goodwill analysis has not yet been
completed.  Please tell us whether there are any preliminary
indications of goodwill impairment at the present time.  Also,
tell
us whether the first step of the goodwill impairment test used to
identify potential impairment has been completed.  Please also
indicate whether a goodwill impairment loss is probable.  Please
provide information to support your conclusions.

10. We have read your response to comment 17 from our letter dated
July 29, 2005.  You indicated that 992 coolers had been installed
by
June 30, 2005.  However, the projection indicated that you should
have had 1200 coolers installed at June 30, 2005.  Given that you
have only installed an additional 114 coolers since June 30, 2005,
please confirm whether you reasonably believe that you can meet
the
projections for September 30, 2005 and December 31, 2005.  Please
provide information to support your conclusions including but not
limited to current orders, commitments and contracts.  Please also
tell us whether you have secured any significant additional
adverting
contracts since June 30, 2005.  Please also tell us how many of
the
total 1,106 coolers installed to date are carrying advertising.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

(	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

(	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

(	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further

review before submitting a request for acceleration.  Please
provide
this request at least two business days in advance of the
requested
effective date.

      You may contact Ernest Green at (202) 551-3733 or Nathan
Cheney
at (202) 551-3714 if you have questions regarding comments on the
financial statements and related matters.  Please contact Craig
Slivka at (202) 551-3729 or myself at (202) 551-3742 with any
other
questions.

      Sincerely,

      Jennifer Hardy
      Branch Chief

cc:	Harold W. Paul, Esq.
	Fax 203-256-8005

??

??

??

??

James C. Witham
AquaCell Technologies, Inc.
Page 1 of 5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>