UNITED STATES 
                             WASHINGTON, DC 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): November 29, 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 

     Check the appropriate box below if the Form 8-K filing is intended to 
simultaneously satisfy the filing obligation of the registrant under any of the 
following provisions:

 [ ] Written communications pursuant to Rule 425 under the Securities Act 
     (17 CFR 230.425)

 [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act 
     (17 CFR 240.14a-12)

 [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the 
     Exchange Act (17 CFR 240.14d-2(b))

 [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the 
     Exchange Act (17 CFR 240.13e-4(e))


ITEM 3.01. Notice of Failure to Satisfy a Continued Listing Rule or Standard
     (a)  On November 29, 2004 the Registrant received a notice from the 
American Stock Exchange ("Amex") that it was not in compliance with Section 
1003(a)(i) of the Amex Company Guide.  The Company has furnished a Plan to the 
Amex pursuant to which it proposes to comply with the rule.  On December 2, 2004
the Amex advised the Registrant that it had accepted the Registrant's Plan to 
come into compliance with the rule within 18 months as required by Section 1009 

          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: December 3, 2004                      By: /s/ Gary S. Wolff
                                                    Gary S. Wolff
						    Principal Accounting Officer