Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
   Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

         Date of Report (Date of earliest event reported): May 20, 2004

                             AQUACELL TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                  1-16165                 33-0750453
------------------------------    -------------   ------------------------------
 (State or other jurisdiction      (Commission             (IRS Employer
      of incorporation)            File Number)         Identification No.)

           10410 Trademark Street, Rancho Cucamonga, CA         91730
          ----------------------------------------------      ----------
              (Address of principal executive offices)        (Zip Code)

                                  (909) 987-0456
               Registrant's telephone number, including area code

ITEM 5.   Other Events and Regulation FD Disclosure.

          AquaCell Technologies, Inc. (the "Company") issued a letter to its
stockholders detailing the current status of the Company, its products, programs
and marketing efforts.  The letter is attached as Exhibit 99.1.

ITEM 7.   Financial Statements and Exhibits.

          (c)   Exhibits.

          99.1	Copy of Letter to Stockholders dated May 20, 2004.


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            AQUACELL TECHNOLOGIES, INC.

Date: May 20, 2004                          By: /s/ Gary S. Wolff
                                                    Gary S. Wolff
						    Principal Accounting Officer