AquaCell Technologies, Inc.
                                 [Company Logo]

                                  Common Stock

  The  selling  stockholders identified in this prospectus may  offer  from
time   to  time  an  aggregate  of  up  to  1,404,346  shares  of  AquaCell
Technologies,  Inc.'s  common stock,  including  752,173 shares  underlying
common  stock  purchase warrants.  We will not receive any of the  proceeds
from  the  sale  of  shares.  We may receive funds of up to $1,429,129 upon
the  exercise of up to  752,173 common  stock purchase warrants exercisable
at $1.90.

  The selling stockholders may offer their shares through public or private
transactions,  on or off the American Stock Exchange, at prevailing  market
prices or at privately negotiated prices.

   Our  common stock trades on the American Stock Exchange under the symbol
"AQA".   On  April  26,  2004,  the last reported sale price of  our common
stock on the American Stock Exchange was $1.15 per share.

   Investing in our common stock involves risks which are described in  the
"Risk Factors" section beginning on page 5 of this prospectus.

   Neither  the Securities and Exchange Commission nor any state securities
commission  has approved or disapproved these securities or  determined  if
this  prospectus  is  truthful  or complete.   Any  representation  to  the
contrary is a criminal offense.

               The date of this prospectus is May 11, 2004.

                           TABLE OF CONTENTS


Where You Can Find More Information ...............................3
Incorporation of Information We File with the SEC .................3
The Company .......................................................4
Risk Factors ......................................................5
Special Note Regarding Forward-looking Statements .................7
Use of Proceeds ...................................................7
Dividend Policy ...................................................8
Selling Stockholders ..............................................8
Plan of Distribution ..............................................9
Description of Capital Stock ......................................9
Legal Matters ....................................................11
Experts ..........................................................11


      "Purific"  and "Never Change Another Bottle" are our trademarks.
All other trademarks or service marks appearing in this prospectus are
trademarks  and  service marks of the respective  companies  that  use

     You should rely only on the information contained or incorporated
by  reference  in  this  prospectus.  We have  not,  and  the  selling
stockholders have not, authorized any other person to provide you with
different  information.   If anyone provides  you  with  different  or
inconsistent information, you should not rely on it.  We are not,  and
the  selling stockholders are not, making an offer to sell our  common
stock in any jurisdiction except where the offer or sale is permitted.
You  should  not assume that the information contained or incorporated
by  reference in this prospectus is accurate as of any date other than
the  date  on the front cover of this prospectus or the date  of  such
other documents.



      We  are  a public company and file annual, quarterly and special
reports,  proxy  statements and other information with the  Securities
and  Exchange Commission.  You may read and copy any document we  file
at  the  SEC's  public  reference room  at  450  Fifth  Street,  N.W.,
Washington, D.C. 20549.  You can request copies of these documents  by
writing to the SEC and paying a fee for the copying cost.  Please call
the SEC at 1-800-SEC-0330 for more information about the operation  of
the  public reference room.  Our SEC filings are also available to the
public at the SEC's web site at  In addition,  you
can  read  and  copy  our SEC filings at the office  of  the  National
Association  of Securities Dealers, Inc. at 1735 K Street, Washington,
D.C. 20006.

      We  have filed a registration statement on Form S-3 with the SEC
covering the common stock offered by this prospectus.  We refer you to
this   registration   statement  and  its  exhibits   for   additional
information about us and our common stock.  Copies of the registration
statement  may be obtained at the above referenced SEC offices  or  on
the   SEC's  web  site  at   Our  internet  address   is


      The SEC allows us to incorporate by reference the information we
file with them, which means:

     .   Incorporated  documents  are considered part of the
     .   We  can  disclose important information  to you  by
         referring you to those documents, and
     .   Information   that  we   file  with  the  SEC  will
         automatically update and supersede this prospectus.

     We incorporate by reference the documents listed below which were
filed  with  the SEC under the Securities Exchange Act  of  1934  (the
"Exchange Act"):

     .   Annual  Report on  Form 10-KSB for the fiscal  year
         ended June 30, 2003 filed on September 26, 2003.
     .   Annual Report on Form 10-KSB/A for the  fiscal year
         ended June 30, 2003 filed on November 6, 2003.
     .   Quarterly  Report  on  Form  10-QSB for the quarter
         ended  September  30, 2003  filed  on  November 14,
     .   Quarterly  Report  on  Form  10-QSB for the quarter
         ended December 31, 2003 filed on February 13, 2004.

      We also incorporate by reference each of the following documents
that  we will file with the SEC after the date of this prospectus  but
before all the common stock offered by this prospectus has been sold:

     .   Reports filed under Sections  13(a) and (c)  of the
         Exchange Act,
     .   Definitive  proxy  or information statements  filed
         under Section 14 of the Exchange  Act in connection
         with any subsequent stockholders' meeting, and
     .   Any  reports  filed  under the Section 15(d) of the
         Exchange Act.

      You  may  request  a  copy  of any  filings  referred  to  above
(excluding  exhibits), at no cost, by contacting us at  the  following

          AquaCell Technologies, Inc.
          Attention: Karen B. Laustsen
          10410 Trademark Street
          Rancho Cucamonga, CA 91730
          (909) 987-0456


                              THE COMPANY

      AquaCell  Technologies, Inc. (the "Company") is engaged  in  the
manufacture and sale of products for water filtration and purification
through  our operating subsidiaries, Global Water-Aquacell,  Inc.  and
Water  Science Technologies, Inc. (WST). Our products address  various
water treatment applications for industrial, commercial, institutional
and  residential  purposes. These applications  range  from  providing
purified  drinking  water-  through our  point-of-use  patented  self-
filling Purific(R) Water Cooler and production of water bottling plant
equipment- to equipment for processing water for ultra-pure  purposes,
such as micro-chip and pharmaceutical manufacturing.  The Company  was
incorporated in Delaware on March 19, 1997.

      Our  flagship product is our patented five-gallon self-refilling
bottle Purific water cooler, manufactured by our Global Water-Aquacell
subsidiary.  We  manufacture five different models  of  Purific  water
coolers  with  varying complexity of filtration systems,  designed  to
meet  the needs of the customers to which they are sold.  The  various
filtration   systems  available  on  our  cooler   contain   different
combinations  of  systems,  which utilize  sediment  filters,  reverse
osmosis, carbon block, multi-media filters and ultra-violet light.  We
replace   traditional  five-gallon  bottle  water   coolers   with   a
permanently  installed convenient alternative where the  bottle  never
needs  changing  and  water bottles no longer need  to  be  delivered,
stored  or  replaced.  In addition, we replace water  fountains  where
users  tend  to  have  greater concerns as  to  sanitation  and  water

       We recently announced a successful product test that was funded
by  a Fortune 100 company on our Purific water cooler.  The results of
this  test confirmed the competitive advantages of the Purific system,
particularly  for the residential market, the fastest growing  segment
of the bottled water industry.

      We  sell  our Purific coolers directly to corporations  with  an
emphasis on Fortune 500 headquarter locations and to the US Government
under  a  General  Services  Administration contract,  and  indirectly
through marketing partners.  Additionally, we have an arrangement with
Roto-Rooter  Plumbers for the installation and sales  of  our  Purific
coolers.  We intend to maintain a small in-house sales force and  rely
on our marketing partners for most of our sales.

Corporate Information

      Our  principal executive offices are located at 10410  Trademark
Street,  Rancho Cucamonga, CA 91730 and our telephone number is  (909)
987-0456.   Our  website  can be accessed  at   The
reference to our website address does not constitute incorporation  by
reference of the information contained at the website.


                             RISK FACTORS

      Before you invest in our common stock, you should be aware  that
there are risks, including those described below which may affect  our
business,  financial  condition or results of operations.  You  should
consider  carefully these risk factors together with all of the  other
information included in this prospectus before you decide to  purchase
shares of our common stock.

Risks Relating to Our Business

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.

      Our  business operations have generated operating  losses  since
inception  of the business in 1997. For the year ended June 30,  2003,
our  business operations generated operating losses of $2,586,000.  We
had  an accumulated deficit  of $13,049,000 at June 30, 2003.  For the
six  months  ended  December  31,  2003,  we  sustained  an additional
operating loss of $2,357,000.  Our accumulated deficit as of  December
31, 2003  was  $15,405,000.  We expect  to  continue  to  generate net
operating losses  while we  continue to expand  our marketing efforts.
We may not obtain  a  customer  base  sufficient to  support the costs
of  our operations.

      We  may  not  become  profitable, our  cash  flow may not become
positive at any time in the foreseeable future, or  at all, and we may
not generate sufficient cash flow  from  product  sales  to  liquidate
liabilities as they become due. In the event  that we  are  unable  to
liquidate our liabilities, we may delay or eliminate some expenditures
and  we  may  scale  back  our  planned  operations.  Accordingly,  we
expect to need additional funds to meet  our  planned obligations, and
we  will  seek  to raise such amounts through a  variety  of  options,
including  future cash from operations,  borrowings  and proceeds from
equity  financings.  Additional  funding  may  not  be  available when
needed  or  on  terms  acceptable  to  us.  In addition, if  we  raise
additional funds through the issuance of equity, equity-linked or debt
securities,  those   securities   may   have  rights,  preferences  or
privileges senior  to those  of  the  rights  of  our common stock and
our  stockholders  may  experience additional dilution.

Our  Purific Water Cooler is new and may not be accepted by our target

      Our primary product is based upon a permanently attached plastic
bottle  with a filtration system.  Municipal water passes through  the
filter  to keep the bottle filled.  This is a different approach  from
the conventional replaceable five gallon bottle.  Our target customers
may  not  be  willing  to use our approach which  would  significantly
hinder our growth potential and would negatively affect our business.

We are dependent on our marketing partners to distribute our products.

      We  maintain a small in-house sales force and rely primarily  on
our  marketing partners to distribute our products, none of  whom  are
required  to  meet  specific  performance  goals  or  commit  specific
resources  to  the  marketing of our products.  The failure  of  these
marketing partners to act effectively on our  behalf  will  reduce our
sales and distribution of our products, and therefore, our revenue.

The market for bottled water is highly competitive and we compete with
large,  well  established  companies. If  we  are  unable  to  compete
effectively,  the  demand  for, or prices  of,  our  products  may  be

      The bottled water market is intensely competitive. We may not be
able  to compete successfully against current or potential competitors
and  our failure to do so could seriously harm our business, operating
results and financial condition.

      We  compete directly with large, well-established companies such
as  Nestle (Perrier), Danone (Evian) and Culligan. These and  many  of
our  current  and  potential  competitors have  significantly  greater
financial, selling and marketing, technical, manufacturing  and  other
resources than we have. As a result, these competitors may be able  to
devote  greater resources toward the development, promotion, sale  and
support  of their products than we can. These companies may  introduce
additional  products  that compete with ours or enter  into  strategic
relationships  to offer complete solutions which we do  not  currently
offer. In addition, we recently introduced our Purific Water Cooler to
the  market and we have not had enough experience selling the  product
to  fully assess its competitiveness.


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

      Our  operations  will  depend on the efforts  of  our  executive
officers,  in  particular  James C. Witham,  our  Chairman  and  Chief
Executive  Officer,  and  Karen  B.  Laustsen,  our  President,  Chief
Operating  Officer  and Secretary.  We  have  entered into  five  year
employment agreements  with Mr. Witham and Ms. Laustsen that expire in
February, 2006. Our business prospects  could be diminished if  any of
these senior management personnel do not  continue in their management
roles  and  if  we  are  unable   to  attract   and  retain  qualified
replacements and additional members of management.

We may not be able to effectively manage growth.

     If we successfully implement our business strategy, the resulting
growth  will place significant demands on our management and  internal
controls.  Management may not be able to effectively direct us through
a period of significant  growth.   In particular,  the  pursuit of our
business strategy will place a significant strain on  our  managerial,
operational  and  financial resources.  We  will  need  to improve our
financial  and  management controls, reporting systems and procedures.
We  will  also  need  to expand,  train  and  manage  our  work  force
and  manage multiple relationships  with  various suppliers, strategic
partners and other third  parties.  We will need to continually expand
and  upgrade our systems  and ensure continued high levels of service,
speedy operation and reliability. If we do not effectively manage such
growth,  our business,  results  of operations and financial condition
may be affected.

Our   quarterly  results  may  fluctuate  and  could  fall  below  the
expectations of securities analysts and investors.

      We  may  experience quarterly fluctuations in operating results.
Accordingly,  results  for any one quarter  will  not  necessarily  be
indicative of the results to be expected for any other quarter or  for
any  year,  and comparable sales for any particular future period  may
decrease.   In  the future, results of operations may fall  below  the
expectations of public market analysts and investors.  In that  event,
the  price of our common stock would likely decrease.  Quarterly sales
and operating results will depend in part on the volume and timing  of
orders  received and performed within the quarter, which are difficult
to  forecast.  Any significant delay or cancellation of an order could
effect  our  operations in  any particular period and as a result, our
operating results could prove to be volatile.

Risks Relating to the Offering

Exercise of our outstanding warrants and options and the conversion of
our preferred shares may affect the price of our common stock.

     As   of   April  21 ,  2004, there  were  outstanding  options to
purchase 1,071,500  shares  of  common stock, outstanding  warrants to
purchase  6,322,478 shares  of  common  stock and  675,000 outstanding
convertible preferred  shares. The exercise of  the  outstanding stock
options  and warrants  and  the  conversion of preferred  shares  will
dilute  the percentage  ownership of  our stockholders. Any  sales  in
the  public market of  shares of our common stock underlying the stock
options, warrants and preferred shares may adversely affect prevailing
market prices for our common stock.


We do not intend to pay cash  dividends on our  common  stock  in  the

      We have never paid cash dividends on our common stock and do not
anticipate  that any cash dividends will be declared or  paid  on  our
common  stock in the foreseeable future. We presently intend to retain
future  earnings, if any, to finance the expansion and growth  of  our
business.  Payment of future dividends on our common  stock,  if  any,
will  be at the discretion of our board of directors after taking into
account  various factors, including our financial condition, operating
results, current and anticipated cash needs and plans for expansion.

We may  issue  additional  shares  of  stock  without  your  approval,
including shares of other series  of  preferred  stock  with  superior
liquidation and other rights that may adversely affect your rights.

       Our  certificate  of  incorporation  authorizes  our  board  of
directors,  without any action by our stockholders,  to  issue  up  to
10,000,000  shares of "blank check" preferred stock  in  one  or  more
series on terms that our board of directors may determine at the  time
of  issuance  including 1,870,000 Series "A" preferred shares  already
designated.   In certain instances, a series of preferred stock  could
include  voting  rights, preferences as to dividends and  liquidation,
conversion  and  redemption rights senior to the  Series  A  preferred
stock,  and in all instances, senior to our common stock.  The  future
issuance  of  preferred stock could effectively diminish or  supersede
the  dividends and liquidation preferences of the Series  A  preferred
stock and reduce the value of our common stock.

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

     The Company may not satisfy the Amex' maintenance requirements in
the  future  and as a result may have its common stock de-listed  from
the  Amex.   If  the Company fails to maintain its Amex  listing,  the
ability  of  stockholders to trade their stock in an efficient  market
would be decreased.


     When used in this prospectus 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

                            USE OF PROCEEDS

      All  of  the net proceeds from the sale of the common  stock  of
AquaCell  covered  by this prospectus will go to the stockholders  who
offer and sell their shares.  Accordingly, we will not receive any  of
the  proceeds  from the sales of the common stock.  AquaCell  receives
funds  only upon sales from warrant conversions and not from the  sale
of  the shares offered by the selling stockholders.  The warrants held
by the selling stockholders are exercisable at $1.90.  If all warrants
are  exercised,  AquaCell  will  receive  proceeds of $1,429,129 which
would be used for general corporate purposes.


                            DIVIDEND POLICY

      We  have never declared or paid any cash dividends on our common
stock  and we currently expect to retain future earnings, if  any,  to
support  operations and to finance the growth and development  of  our
business. Consequently, we do not anticipate paying cash dividends  on
our  common  stock  in  the  foreseeable  future.  Payment  of  future
dividends, if any, will be at the discretion of our board of directors
after  taking  into account various factors, including  our  financial
condition, operating results, current and anticipated cash  needs  and
plans for expansion.

      The  outstanding  Series A preferred stock  pays  an  8%  annual
dividend, payable in cash in quarterly installments until such time as
the preferred shares are converted into common shares.

                         SELLING STOCKHOLDERS

      Pursuant  to   subscription  agreements in  a  private placement
completed  on  or  about  April 21, 2004,  we  agreed to register both
the common shares issued therein and the  common  shares  to be issued
upon  exercise  of  warrants  held  by  these  stockholders.  We  have
agreed  to  keep  the registration statement effective  for two years,
or until  all  of  the  registered shares  are  sold,  whichever comes
first.  Our  registration   of  the  common  stock held by the selling
stockholders  and the shares issuable upon  exercise  of warrants held
by  the  selling  stockholders  does  not  necessarily  mean  that the
selling stockholders will sell all or any of their shares.

      The  prospectus  covers  the offer  and  sale  by  each  selling
stockholder  of  common stock owned by the selling  stockholder.   Set
forth  below are (i) the names of each selling stockholder,  (ii)  the
nature of any position, office or other material relationship that the
selling stockholder has had within the past three years with us, (iii)
the  number of shares of common stock and (if one percent or more) the
percentage of common stock beneficially  owned as  of  April  21, 2004
by each  selling stockholder to the Company's best knowledge, (iv) the
number of shares that may be offered and sold by or on behalf of  each
selling  stockholder hereunder, and (v) the amount and (if one percent
or  more)  the percentage of common stock to be owned by each  selling
stockholder upon the completion of the offering if all shares  offered
by  such  selling  stockholder  are  sold.  As  of  the  date  of this
prospectus  6,322,478  warrants   are  outstanding   and  the   shares
underlying  752,173 of  those  warrants  are  being registered in this
offering.  Any  or  all  of  the shares listed below under the heading
"Shares to be Sold" may  be  offered  for  sale by or on behalf of the
selling stockholder.

                                    Shares                        Shares
                                 Beneficially                  Beneficially
                                Owned Prior to                  Owned After
                                 the Offering                  the Offering
                              ------------------             ----------------
                                                  Shares to
Selling Stockholders            Number   Percent   be Sold    Number  Percent
----------------------------  ---------- -------  ---------  -------- -------

AS Capital Partners LLC (1)      136,956    *        86,956    50,000    *

Iroquois Capital LP (2)          547,826   2.8%     347,826   200,000   1.0%

Vertical Ventures LLC (2)      1,169,564   5.9%     869,564   300,000   1.5%

Brighton Capital Ltd (3)         527,274   2.7%     100,000   427,274   2.2%
                              ----------          ---------  --------

                               2,381,620          1,404,346   977,274

(1) Michael Coughlin has sole voting and investment control over the shares held
    by AS Capital Partners LLC.  Mr. Coughlin disclaims beneficial ownership of
    the securities held by AS Capital Partners LLC.

(2) Joshua Silverman has sole voting and investment control over the shares held
    by Iroquois Capital LP and Vertical Ventures LLC.  Mr. Silverman disclaims
    beneficial ownership of the securities held by both of those entities.

(3) Jeffrey Wolin has sole voting and investment control over the shares held by
    Brighton Capital Ltd.  Mr. Wolin disclaims beneficial ownership of the
    securities held by Brighton Capital Ltd.


                         PLAN OF DISTRIBUTION

      We  are registering shares of our common stock on behalf of  the
selling   stockholders.    As  used  in  this   prospectus,   "selling
stockholders"  includes  donees and pledgees selling  shares  received
from  a  named selling stockholder after the date of this  prospectus.
We  will  pay for all costs, expenses and fees in connection with  the
registration of the shares. The selling stockholders will pay for  all
selling  discounts  and commissions, if any. The selling  stockholders
may  offer and sell their shares from time to time in one or  more  of
the following types of transactions (including block transactions):

     .   on the American Stock Exchange,
     .   in privately negotiated transactions,
     .   through put or call options  transactions  relating
         to the shares,
     .   through short sales of shares, or
     .   a combination of such methods of sale.

      The  selling  stockholders may sell their shares  at  prevailing
market  prices,  or at privately negotiated prices. Such  transactions
may or may not involve brokers  or dealers.  The selling  stockholders
have  not  entered into any  agreements, understanding or arrangements
with any  underwriters or  broker-dealers  regarding the sale of their
shares, nor  is  there  an underwriter  or coordinating  broker acting
in  connection  with   the  proposed  sale  of  shares by  the selling
stockholders.  The selling stockholders may be deemed underwriters.

     The selling stockholders may offer and sell their shares directly
to purchasers or to or through broker-dealers, which may act as agents
or  principals.  Such broker-dealers may receive compensation  in  the
form  of  discounts,  concessions, or  commissions  from  the  selling
stockholders and/or the purchasers of shares.

      We have agreed to indemnify certain selling stockholders against
certain   liabilities,  including  liabilities   arising   under   the
Securities Act.

      Selling  stockholders also may resell all or a  portion  of  the
shares in open market transactions in reliance upon Rule 144 under the
Securities Act of 1933, provided they meet the criteria and conform to
the requirements of such rule.



     Our  authorized  capital stock consists of 50 million  shares  of
capital  stock, par value $0.001 per share.  Currently 40  million  of
such  shares  of  capital stock are classified  as  Common  Stock  and
10  million  are  classified  as Preferred Stock.  On  April 21, 2004,
13,426,428 shares of our common stock were outstanding and held by 125
stockholders  of  record  and the Company believes  approximately  700
holders  in  the  float.   Our Restated Certificate  of  Incorporation
authorizes  the  Board  to  classify any of  the  unissued  shares  of
authorized  Preferred  Stock into one or  more  different  classes  or
series  of Preferred Stock which may be issued from time to time  with
such  distinctive  designations, rights  and  preferences  as  may  be
determined  by the Board.  We may issue Preferred Stock  for  possible
future  financings  of acquisitions or for general corporate  purposes
without  any  legal requirement that further stockholder authorization
for  such issuance be obtained.  The issuance of Preferred Stock could
have  the  effect  of  making an attempt to gain control  of  us  more
difficult  by  means  of  a  merger, tender offer,  proxy  contest  or
otherwise.   Preferred Stock, if issued, could have  a  preference  on
dividend  payments  which could affect our ability  to  make  dividend
distributions to the holders of our Common Stock.


Common Stock

     Dividends.   Holders  of our Common Stock  will  be  entitled  to
dividends  declared and payable at such times and in such  amounts  as
the  Board  will  from  time to time determine out  of  funds  legally
available  therefore.  The rights of holders of our  Common  Stock  to
receive dividends will be subject and subordinate to the rights of any
future holders of Preferred Stock as may be authorized by us.

     Liquidation.   Upon our liquidation, dissolution  or  winding  up
(either  voluntary or involuntary), after payment of liabilities,  any
future  holders  of  classes of our Preferred Stock  or  other  senior
stock,  as  may be authorized by us, will be entitled to  receive  the
payment  of all liquidation and other preference amounts; the  holders
of  our  Common Stock will be entitled to receive our remaining assets
available  for distribution to our stockholders pro rata according  to
the  number  of  shares held.  The following shall  not  constitute  a
liquidation, dissolution or winding up for the foregoing purposes:

     .   our consolidation  or merger  with or into  another
     .   a merger of any other corporation  with or  into us
     .   the  sale  of  all  or  substantially  all  of  our
         property or business (other than in connection with
         a winding up of our business).

     Voting.  Each holder of our Common Stock is entitled to one  vote
for  each  share held of record on each matter submitted  to  vote  of
holders of our Common Stock.

     Other  Rights.   There  are no preemptive or  other  subscription
conversion,  redemption  or  sinking fund rights  or  provisions  with
respect  to  shares  of our Common Stock.  We hold annual  stockholder
meetings,  and  special meetings may be called  by  the  President  or
Secretary or holders of at least 20% of the total voting power of  all
outstanding  share of our capital stock then entitled  to  vote  or  a
majority of the Board.  Our Restated Certificate of Incorporation  may
be  amended  in accordance with the Delaware General Corporation  Law,
subject to certain limitations set forth therein.

Outstanding Options and Warrants

     As of  April  21, 2004, up to 7,393,978  shares  of Common  Stock
are issuable pursuant to outstanding options and warrants as follows:

     .    1,071,500  shares of Common Stock are issuable, in
          connection with outstanding options, at a weighted
          average exercise price of $1.11; and

     .    6,322,478 shares of Common Stock  are issuable, in
          connection   with   outstanding   warrants,  at  a
          weighted average exercise price of $2.81.

Series A Preferred Stock

     Our  Board has designated 1,870,000 shares of our preferred stock
as  Series A Preferred Stock, 1,185,000 shares of which were issued to
private  placement investors in  April and May, 2003, of which 510,000
shares have been converted to common stock as of April 21, 2004.

     Dividends.   The  series  A  preferred  stock  will  pay  a  cash
dividend,  payable quarterly, at the rate of 8% per annum.   Dividends
will cumulate if not paid.

     Liquidation Preference.  The series A preferred stock  will  have
priority  over common stock in the event of liquidation equal  to  its
stated value, plus accrued and unpaid dividends.

     Voluntary Conversion.  Each share of the series A preferred stock
will  be  convertible, at the option of the holder, into one share  of
common  stock  (subject to standard adjustments for stock  splits  and


     Mandatory Conversion.  Each share of the series A preferred stock
automatically converts into common stock if (i) the closing  price  of
the  common  stock  is at least $1.89 per share (subject  to  standard
adjustments  for  stocks,  splits and dividends)  for  20  consecutive
trading  days  and (ii) either (a) at least one year has passed  since
the  issuance  of the preferred stock or (b) a registration  statement
registering  the  resale of the common stock issuable upon  conversion
has  been  declared  effective by the SEC and the  related  prospectus
remains current.

     Voting.   Holders of the series A preferred stock will  not  have
voting  rights  until their shares are converted  into  common  stock,
except as required by Delaware Law.

     Seniority.   We  may  establish other series of  preferred  stock
senior to or parri passu with the series A preferred stock.

Delaware   Law   and  Certain  Charter  and  By-Law   Provisions   and
Antitakeover Effects

      Delaware  Law.   We are subject to Section 203 of  the  Delaware
General  Corporation  Law, which prevents an "interested  stockholder"
(defined in Section 203, generally, as a person owning 15% or more  of
a corporation's outstanding voting stock) from engaging in a "business
combination" with a publicly held Delaware corporation for three years
following  the  date  such  person became an  interested  stockholder,
unless:  (i) before such person became an interested stockholder,  the
board  of  directors  of the corporation approved the  transaction  in
which  the interested stockholder became an interested stockholder  or
approved  the  business  combination; (ii) upon  consummation  of  the
transaction  that resulted in the interested stockholder  becoming  an
interested stockholder, the interested stockholder owns at  least  85%
of  the  voting stock of the corporation outstanding at the  time  the
transaction  commenced  (subject  to  certain  exceptions);  or  (iii)
following  the  transaction in which that person became an  interested
stockholder,  the business combination is approved  by  the  board  of
directors   of  the  corporation  and  authorized  at  a  meeting   of
stockholders  by  affirmative  vote of  the  holders  of  66%  of  the
outstanding  voting  stock  of  the  corporation  not  owned  by   the
interested  stockholder.  A "business combination"  includes  mergers,
stock  or  asset sales and other transactions resulting in a financial
benefit to the interested stockholder.  The provisions of Section  203
could have the effect of delaying, deferring or preventing a change of

       Certificate   of  Incorporation  and  Bylaws.    Our   restated
certificate of incorporation provides for the division of the board of
directors  into three classes with staggered three-year terms.   These
provisions result in an increase in the time required for stockholders
to change the composition of the board, and consequently may impede  a
change of control.

Transfer Agent, Warrant Agent and Registrar

     The  transfer  agent  and   registrar  for  our  common  stock is
Continental Stock Transfer and Trust Company, New York, New York.

                             LEGAL MATTERS

     The validity of the common stock offered with this prospectus has
been passed  upon  for AquaCell  Technologies, Inc. by Harold W. Paul,
LLC, Westport, Connecticut.


     Our consolidated financial statements as of June 30, 2003 and for
each  of the two fiscal years in the period ended June 30, 2003, which
are incorporated  by  reference  herein from our Annual Report on Form
10-KSB/A  for  the  year  ended  June  30, 2003 have  been  audited by
Wolinetz, Lafazan  &  Company,  PC, independent auditors, as stated in
their report, which is also incorporated by reference herein, and have
been  so  included in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.



                           AquaCell Technologies, Inc.
                                 [Company Logo]

                                  Common Stock

                               P R O S P E C T U S

                                  May 11, 2004