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

                                                       August 3, 2005

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

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

       Re:   AquaCell Technologies, Inc.
             Amendment No. 1 to Registration Statement on Form S-3
             Filed July 8, 2005
             File No. 333-121903
             Form 10-KSB for the Year Ended June 30, 2004;
             Forms 10-QSB for Fiscal Quarters Ended December 31, 2004 and
             March 31, 2004
             File No. 1-16165

Dear Mr. Slivka:

     On behalf of AquaCell Technologies, Inc. we are responding to your comment
letter dated July 29, 2005.  We are filing Amendment No. 2 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/A Filed July 8, 2005
-----------------------------

General
-------

1.   Amendment No. 2 with requested changes or supplemental information is
     enclosed.

2.   The Company will be submitting an acceleration request seeking
     effectiveness prior to August 15, 2005.

<PAGE>

Form 10-KSB for the Year Ended June 30, 2004
--------------------------------------------

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

3.   Responsive amendment made revising language to state "as of the end of the
     period covered by this Report".

4.   Responsive amendment made revising Rules governing this disclosure.

5.   Responsive amendment made revising "subsequent to" to "as of".

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

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

6.   As agreed, the tabular presentation for awards of stock-based employee
     compensation as required by paragraph 45(o) of SFAS 123, as amended by
     SFAS 148 will be included in From 10-KSB for the year ended June 30, 2005.

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

(3) - Issuance of common stock, page F-13
-----------------------------------------

7.   Supplementally, we advise that the warrants issued in our previously
     completed private placement were issued to non-employees.

Form 10-QSB for the period ended September 30, 2004
---------------------------------------------------

8.   Supplementally, we advise that Unilever paid us $30,000 for the advertising
     campaign it ran in February, March and April. Status of location
     agreements: We have a meeting scheduled with CVS mid-September to finalize
     our agreement with them. Test cooler has been in place for almost one-year,
     with program implementation delayed due to its acquisition of Eckerd
     stores; Winn-Dixie is in the process of selling and/or closing store
     locations in connection with its reorganization. We have installed coolers
     in over 115 of Duane Reade's 240 stores and have generated revenue from
     those placements. We are working to sign a formalized agreement.

9.   Responsive amendment made disclosing the general terms of the agreements
     with J. DeKama and Beau Dietl and Associates.  The agreements were
     previously filed.

10.  Responsive amendment made disclosing the expansion plans previously
     provided to you supplementally.

<PAGE>

Liquidity and Capital Resources, page 13
----------------------------------------

11.  Responsive amendment made disclosing the terms of the note.  The note was
     issued for the purchase of equipment represented a 36 month installment
     note issued in connection with the acquisition of a truck.  Monthly
     payments were $333 and the note was paid in full during the quarter ended
     March 31, 2005.

Form 10-QSB for the Period Ended March 31, 2005
-----------------------------------------------

General
-------

12.  The comment is acknowledged.

Note I - Equity Transactions, page 7
------------------------------------

13.  Supplementally, we advise that the call feature associated with the
     warrants that were issued in connection with the private placement of
     566,667 shares of common stock during March 2005 provided for the warrants
     to be callable if the Company's common stock closes at a price of $3.00 for
     a period of 20 consecutive trading days.

Item 2. Management's Discussion and Analysis, page 12
-----------------------------------------------------

Liquidity and Capital Resources, page 15
----------------------------------------

14.  Liquidity and Capital Resources has been expanded to follow the guidance in
     FRR-16.

Item 2 (c) Sales of Unregistered Securities, page 16
----------------------------------------------------

15.  It is the Company's position that the sales of unregistered securities
     referred to in this comment were isolated transactions with two of the
     Company's present stockholders by which the Company received cash
     consideration to be used as working capital.  The pending offering is not a
     capital raising transaction for the company as it is for the benefit of
     selling stockholders and the Company does not receive any of the proceeds
     of any sales.  Thus, there is no single plan of financing, no identity of
     consideration and no commonality of purpose and these transactions should
     not be an integration issue.

<PAGE>

AquaCell Technologies Corporate Plan
------------------------------------

Projected Consolidated Statements of Income
-------------------------------------------

16.  As amended projected consolidated statement of income, as part of the
     AquaCell Technologies Corporate Plan, was field with the American Stock
     Exchange on January 31, 2005.  The amended schedule is submitted to the
     Commission protected by confidential treatment.  This schedule reflects no
     impairment of goodwill and our annual analysis, for the year ended June 30,
     2005, has not yet been completed.

17.  Supplementally, we advise that revenue projections have been based upon
     selling advertising on coolers installed in various locations. Out-of-home
     advertising is one of the fastest growing segments of the advertising
     industry with companies seeking to reach consumers where they go,
     diversifying from television and print advertising. Our billboard water
     coolers fit into that segment of the industry and our cost-per-thousand
     pricing is consistent with, and in many cases lower than that of other
     advertising alternatives. We believe companies are just as willing - if not
     more so - to advertise on our water coolers, as they would be to advertise
     on the floor or shelf in stores or on a bus stop or taxi.

     At June 30, 2005 we had 992 coolers installed and subsequently have
     installed approximately 114 more. Due to the delay in closing CVS and other
     retailers with whom we are working, we fell short of our June 30, 2005
     projection. Based on currently available information, we believe our
     June 30, 2006 projection is reasonable.

     We have prepared an acceleration request and upon your advice that you have
no further comment, will submit same to you.

                                                Sincerely,

                                            /S/ HAROLD W. PAUL

HWP/sl                                          HAROLD W. PAUL

enc.

cc: 	Jennifer Hardy
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