SecProbe.io

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                              HAROLD W. PAUL, LLC
                                ATTORNEY AT LAW
                              1465 POST ROAD EAST
                               WESTPORT, CT 06880
                                 (203) 256-8005
                              FAX: (203) 256-9294

                                                              July 8, 2005

By Federal Express
------------------

Craig Slivka, Esq.
Securities & Exchange Commission
100 F Street, N.E.
Washington, DC 20549

     Re:   AquaCell Technologies, Inc.
           Form S-3 Filed January 7, 2005
           File No. 333-121903

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

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

Dear Mr. Slivka:

     On behalf of AquaCell Technologies, Inc. we are responding to your comment
letter dated February 4, 2005.  We are filing Amendment No. 1 to Form S-3 and
also enclosing a marked copy of the amended to expedite your review.  Where
appropriate, we are providing you with information supplementally in this letter
in lieu of disclosure.

                         FORM S-3 FILED JANUARY 7, 2005
                         ------------------------------

General
-------

1.  Amendment No. 1 with requested changes or supplemental information is
    enclosed.

2.  This comment is acknowledged.

<PAGE>

3.  Supplementally, concerning our telephone conversation regarding the issue of
    the spin-off, as we advised you, the Registrant intends to register the
    spin-off shares on Form 10 and plans to file that registration statement
    promptly after effectiveness of this Form S-3.  Further, as advised, the
    spin-off shares will not actually be distributed until the Form 10
    registration statement has been declared effective.  These two conditions
    should address all staff's concerns raised by Staff Legal Bulletin No. 4.

Table of Contents, page 2
-------------------------

4.  Responsive amendment made deleting the last sentence in the paragraph on
    page 2.

Incorporation of Information We File With the SEC, page 3
---------------------------------------------------------

5.  Responsive amendment made incorporating by reference Forms 8-K filed on
    December 3, 2004, May 5, 2005, June 10, 2005 and July 7, 2005 and Forms
    10-QSB filed on February 14, 2005 and May 16, 2005.

Inside Front and Outside Back Cover Pages of Prospectus
-------------------------------------------------------

6.  Responsive amendment made disclosing the dealer prospectus delivery
    obligation required by Item 502(b) of Regulation S-K.

Where You Can Find More Information, page 3
-------------------------------------------

7.  Responsive amendment made disclosing the Registrant's SEC file number in the
    first paragraph in this section.

Incorporation of Information We File With the SEC, page 3
---------------------------------------------------------

8.  Responsive amendment made indicating that the Company will provide the
    information listed in this section upon written or oral request.

Summary, page 4
---------------

9.  Responsive amendment made to the first paragraph in the summary
    deemphasizing the product application information.

Risk Factors, page 5
--------------------

10. As discussed in our telephone conversation regarding this comment, all of
    the risk factors contained in this Form S-3 have been carried over from
    prior reviewed filings with updated numbers where appropriate.  The Company
    does not wish to issue conflicting disclosure and only minor changes have
    been made to the risk factor subheadings in response to this comment.  These
    changes have been marked where made.

<PAGE>

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

11. Responsive amendment made indicating that this risk factor relates to the
    small size of the Company and number of employees.

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

12. Responsive amendment made disclosing the recent notice received from the
    Amex.

Special Note Regarding Forward-Looking Statements, page 7
---------------------------------------------------------

13. Responsive amendment made deleting the word "will" from the Forward-Looking
    Statements section.

Selling Stockholders, page 9
----------------------------

14. Responsive amendment made including the word "total" at the end of the
    table.

15. We supplementally advise that none of the selling securityholders are
    broker-dealers.

16. Responsive amendment made identifying by footnote the natural person or
    persons having sole or shared voting and investment control over the
    securities held by the listed entity.

17. Responsive amendment made indicating that a prospectus supplement will be
    filed covering the circumstance where a successor to a named stockholder
    wishes to sell under the prospectus.

Disclosure of Commission Position on Indemnification for Securities Act
-----------------------------------------------------------------------
Liabilities
-----------

18. Responsive amendment made adding a section disclosing the information
    required by Item 510 of Regulation S-B.  As discussed this information
    appears in Part II of the registration statement.

Part II
-------

Other Expenses of Issuance and Distribution, page 14
----------------------------------------------------

19. Responsive amendment made breaking down the expenses of issuance and
    distribution into individual categories.

Legality Opinion, Exhibit 5
---------------------------

20. Responsive amendment made to the legal opinion in accord with our telephone
    conversation on this item number.

<PAGE>

              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. We acknowledge this comment and will confirm future filings.  Based upon
    conversations between the Company and staff, certain information requested
    in ensuing comments will be provided supplementally with this response, with
    the amended S-3 by exhibit or in future filings.

22. Supplementally, we advise the campaign was started in 2003 but implemented
    as indicated in the period stated in 2004.

23. Supplementally we advise that Unilever is presently our sole advertiser.

24. Supplementally we advise that we do not have a written agreement with
    Unilever.  We have invoiced Unilever for its pilot program for the first
    200 locations.

25. Supplementally we advise that agreements are being negotiated with Duane
    Reade and Winn-Dixie, along with other operations.

26. The form of the Rite Aid Agreement has been filed with the Amendment No. 1
    to Form S-3 as an exhibit.

27. The form of the agreement with J. DeKama has been filed as an exhibit to
    Amendment No. 1 to Form S-3.  The agreement with Beau Dietl and Associates
    was previously filed.

28. Supplementally, we advise that we have no agreement with Advantage, nor is
    one stated.

29. Supplementally, we advise that the diversification refers to non-pharmacy
    retail locations, non-retail locations such as medical offices, car
    dealerships, health clubs and law offices.

Results of Operations
---------------------

30. The disclosures requested have been included in the Form 10-QSB filed for
    the quarter ended December 31, 2004.

Liquidity and Capital Resources, page 8
---------------------------------------

31. The note issued for the purchase of equipment is an installment loan for the
    purchase of a truck with monthly payments of $333.  Three payments remain at
    December 31, 2004.

32. The discussion has been revised in the Form 10-QSB filed for the quarter
    ended December 31, 2004 in accordance with the disclosure requested.

<PAGE>

33. Management's discussion and analysis has been revised for the quarter ended
    December 31, 2004 to include the requested disclosure.

Controls and Procedures, page 8
-------------------------------

34. Controls and Procedures has been revised in the Form 10-QSB filed for the
    quarter ended December 31, 2004 to include requested disclosure.

                  FORM 10-KSB FOR THE YEAR ENDED JUNE 30, 2004
                  --------------------------------------------
Business, page 1
----------------

Overview
--------

35. We advise supplementally WST business is not affected.  Despite issues with
    bottled water, consumers increasingly prefer it to tap water.  Bottled water
    continues to grow in the US and abroad, particularly in developing nations
    with limited access to potable water, thereby increasing demand for water
    purification and bottling systems.  We acknowledge the comment with respect
    to tone regarding future filings.

Our Products
------------

36. Supplementally, we advise that 30% of revenues were generated by sales of
    coolers and 70% were generated by custom systems manufacturing.

37. Supplementally, we advise that the systems are typically custom designed
    utilizing a combination of known treatment technologies to create a turn-key
    water treatment solution, including: dealkaliztion, deionization,
    desalination, activated carbon and multi-media filtration, ozonation,
    reverse osmosis, ultra-filtration, ultra-violet light disinfection and water
    softening.

38. Supplementally, we advise there is no dependence on one or few major
    customers.

39. Supplementally, we advise there has been no expenditure on research and
    development.

40. Supplementally, we advise that competitors typically sell through
    distributors or in-house sales personnel, which is what WST uses. Aquacell
    Media utilizes marketing partners with expertise in their fields, who are
    responsible for their own expenses.

In Store Advertising Industry
-----------------------------

41. Supplementally, we advise we have disclosed that this information is from
    marketing studies conducted by Point-of-Purchase Advertising International

Our Water Science Technologies, Inc. Subsidiary
-----------------------------------------------

42. Supplementally, we advise that this information was disclosed in the Form
    10-QSB for the quarter ended March 31, 2003.

<PAGE>

Government Regulation
---------------------

43. Supplementally, we advise that there are no direct regulations on our
    products, manufacturing processes or business.

Competition
-----------

44. Supplementally, we advise that we do not have this information, nor do we
    deem it material.

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

45. The reduction of manufacturing costs of our self-filling water cooler
    resulted from a decrease in purchase price of the raw cooler, the
    modification of our filtration system and the mounting of the filtration
    system within the cavity of the cooler rather than on an external backboard.
    These modifications resulted in an overall 10% cost reduction.

46. The Company intends to expand its "Message on the Bottle" program into non-
    retail locations, such as car dealerships, health clubs and law offices
    to illustrate the diverse areas to be reached.

47. Management believes that as a result of the restructuring of its marketing
    plan for its AquaCell Media subsidiary, the trend of revenue decreases will
    be reversed, as advertising is sold on the cooler's permanently attached
    five-gallon bottle.  By continuing to use marketing partners, the Company
    does not anticipate increased cost and expenses in its marketing endeavors.

48. A section has been added to the Form 10-QSB for the quarter ended December
    31, 2004 to add new critical accounting policies.

49. The Company has referenced SEC Release 33-8098 and 33-8040 in connection
    with the preparation of Management's Discussion and Analysis.

Item 8A - Controls and Procedures
---------------------------------

50. See response to comment number 34.

Financial Statements
--------------------

Balance Sheet, page F-2
-----------------------

51. The amount of the current asset stock subscription was collected prior to
    the issuance of the financial statements.  A footnote has been added to the
    Form 10-QSB for the quarter ended December 31, 2004.

<PAGE>

Statements of Operations, page F-3
----------------------------------

52. The components and related amounts included in the "other" line have been
    disclosed in a footnote to the financial statements in Form 10-QSB for the
    quarter ended December 31, 2004.

53. Comprehensive loss equals net loss in each period presented.

Note B - Summary of Significant Accounting Policies
---------------------------------------------------

11 - Long-lived Assets, page F-9
--------------------------------

54. The long-lived assets policy has been updated to indicate that we account
    for the impairment and disposition of long-lived assets in accordance with
    SFAS 144.

17 - New Accounting Pronouncements, page F-10
---------------------------------------------

55. The tabular presentation for awards of stock-based employee compensation as
    required by paragraph 45(c) of SFAS 123, as amended by SFAS 148 becomes
    operative for periods ending after December 15, 2005.

Note F - Equity Transactions
----------------------------

(3) - Issuance of Common Stock, page F-13
-----------------------------------------

56. The Company accounted for the repricing of the 965,000 and 401,000 common
    stock purchase warrants as equity transactions since they related to
    warrants issued in previously completed private placements.  Based upon our
    review of APB 25, FIN 44 and FAS 123, there was no impact on our statement
    of operations because there were no compensation aspects to the
    transactions.

57. The information requested by this comment has been provided in a
    supplemental disclosure.

58. There was no amortization related to the issuance of 100,000 shares in
    connection with a three year service agreement because the agreement
    commenced on July 1, 2004.  Amortization will be taken over a three year
    period from that date.

Note G - Income Taxes, page F-15
--------------------------------

59. The responses requested by this comment have been submitted in a
    supplemental disclosure.  The Company is of the opinion that no changes
    should be made to the financial statement.

Spin Off - Aquacell Water
-------------------------

60. This comment relates to a transaction that originated during the quarter
    ended December 31, 2004.  The disclosure requested has been made in the Form
    10-QSB for the quarter ended December 31, 2004.

<PAGE>

Recent Sales of Unregistered Securities
---------------------------------------

61. Disclosure of facts relied upon have been included in subsequent 10-QSB
    filings.

                        FORM 8-K FILED NOVEMBER 29, 2004
                        --------------------------------

62. Supplementally we enclose a copy of the plan submitted to the American Stock
    Exchange.  The Company requests that the Amex Plan be given confidential
    t