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                             Washington, DC 20549

                                 FORM 10-QSB-A
                                AMENDMENT NO. 1

(Mark one)
   _X_   Quarterly report under Section 13 or 15(d) of 
         the Securities Exchange Act of 1934 
         For the quarterly period ended September 30, 2004.

   ___   Transition report under Section 13 or 15(d) of the Exchange Act 
         For the transition period from __________ to __________ 

                        Commission File Number 1-16165

                          AQUACELL TECHNOLOGIES, INC.
       (Exact Name of Small Business Issuers as Specified in its Charter)

               Delaware                           33-0750453
       ------------------------      ------------------------------------ 
       (State of Incorporation)      (IRS Employer Identification Number)

                             10410 Trademark Street
                           Rancho Cucamonga, CA 91730
                    (Address of Principal Executive Offices)

                                (909) 987-0456
                (Issuer's Telephone Number, Including Area Code)


Check whether the issuer: (1) filed all reports required to be filed by Section 
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter 
period that the registrant was required to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days.   Yes [X]  No [ ]


Check whether the registrant filed all documents and reports required to be 
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of 
Securities under a plan confirmed by a court.   Yes [ ]  No [ ]


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

                          Common Stock, $.001 par value 
             15,764,137 shares outstanding as of November 12, 2004.

Transitional Small Business Disclosure Format (check one):   Yes [ ]  No [X]


                           PART I - FINANCIAL INFORMATION



     The following discussions and analysis should be read in conjunction with 
the Company's condensed consolidated financial statements and the notes 
presented following the condensed consolidated financial statements. The 
discussion of results, causes and trends should not be constructed to imply any 
conclusion that such results or trends will necessarily continue in the future. 

     During the quarter ended September 30, 2004, we diligently worked to 
finalize agreements for our newly launched "Message On The Bottle" advertising 
program through our Aquacell Media subsidiary.  Aquacell Media installs our 
patented Aquacell 1000 Bottled Water Cooler Systems free of charge into various 
locations while retaining ownership of the coolers.  Revenue is generated 
through the sale of advertising on the band of the cooler's permanently attached
five-gallon bottle, as well as on the cup holder.

     Subsequent to the end of the quarter, we signed our first Water Cooler 
Placement Agreement with Rite Aid Corporation, the third largest drug chain in 
America with more than 3000 stores.   Rite Aid conducted an extensive test over 
several months on the performance of our coolers in their corporate office as 
well as in several stores. 

     Under an initial term of five years, Rite Aid has agreed that the Aquacell 
1000 coolers will be installed on a national basis at no cost to Rite Aid, and 
that AquaCell may sell the advertising space on the bottle band. The initial 
rollout, expected to be completed by the end of December 2004, will entail 
replacing water fountains in approximately half of the stores.  Aquacell has 
been manufacturing coolers in anticipation of this agreement and is in position 
to use current inventory to supply the water coolers for these initial 

     We are in negotiations with other retailers including other national chain 
drug stores and supermarkets, as well as other national chain retail stores for 
installations in these locations, as well.  Test units have been installed in 
many of these locations and we anticipate the signing of agreements with 
additional retailers in the near future.

     Also subsequent to the end of the quarter, we secured our first advertiser,
Unilever, one of the world's largest consumer products companies.  This 
inaugural program is for the Dove(R) product line, the timing of which coincides
with the roll out of installations in Rite Aid stores.   The program also 
includes advertising in other chain drug stores.

     The "Message On The Bottle" advertising provides a unique point-of-sale 
opportunity for manufacturers to reach the consumer.  Advertising on the bottle 
gets face-to-face impact reaching the consumers while they are in the store.  We
are negotiating with other major manufacturers and providers of health care 
related products and/or their agencies, for the advertisement of their products.

     AquaCell has engaged several new marketing partners, including Beau Dietl 
& Associates.  This organization has agreed to provide us with introductions to
distribution channels and to potential advertisers on our coolers as well as 
consulting on future promotional activities.  Our agreement runs through August,
2006.  Through this association, we retained the services of J. DeKama 
Associates.  Our consulting agreement with J. DeKama Associates, which runs
through February 2007, provides for that organization to assist us in securing 
retail locations for our coolers and for securing potential advertisers.   
Through J. DeKama Associates' efforts, we have signed consulting agreements 
with former Unilever executives who have tapped into the services of Advantage 
Sales and Marketing.  This network has been instrumental in assisting us in 
developing a wide variety of companies for both advertising and for placement 
of Aquacell 1000 coolers into retail locations.  By utilizing these and other 
individuals who are responsible for payment of their own expenses, and who 
will receive cash compensation only upon the generation of revenues, we do not
anticipate incurring any significant direct sales and marketing expenses in 
the rollout of this program.

     During the quarter ended September 30, 2004 we incurred non-cash charges 
for stock based compensation for warrants issued to consultants, which we 
believe is a benefit to the Company and its shareholders for the growth of the 

     We are embarking on additional opportunities, including expansion of our 
"Message On The Bottle" advertising program into more diverse areas, such as 
medical offices, car dealerships, health clubs and law offices, which we believe
will provide long-term benefits to the Company.

Liquidity and Capital Resources

     During the three months ended September 30, 2004 we raised, through the 
repricing of warrants to purchase common shares, net equity of approximately 

     Cash used by operations during the three months ended September 30, 2004 
amounted to $818,000.  Net loss of $868,000 was reduced by non-cash stock based 
compensation in the amount of $242,000, and depreciation and amortization of 
$6,000.  Cash used by operations was further increased by decreases in accounts 
payable of $138,000, accrued expenses of $41,000, and customer deposits in the 
amount of $41,000. Net loss was further decreased by net changes in inventories 
and prepaid expenses aggregating $22,000.

     Cash used by investing activities during the three months ended September 
30, 2004 represented capital expenditures in the amount of $84,000 increased by 
payments on a note issued for the purchase of equipment in the amount of $1,000.
The note which was payable in three equal installments of $333 has been paid.  

     Cash provided by financing activities was approximately $246,000. Proceeds 
from sales of common stock purchase warrants amounted to $209,000 and expenses 
of warrant exercises amounted to $3,000. Proceeds from subscriptions receivable 
were $40,000.

     We have granted warrants, subsequent to our initial public offering in 
connection with private placements, consulting, marketing and financing 
agreements that remain outstanding at the date of this filing and may generate 
additional capital of up to approximately $13,800,000 if exercised. There is no 
assurance however, that any of the warrants will be exercised. 

     Management believes that its present cash position combined with subsequent
equity raises and conversion of warrants, and cash flows expected to be 
generated from future operations will be sufficient to meet presently 
anticipated needs for working capital and capital expenditures through at least 
the next 12 months; however, there can be no assurance in that regard.  The 
Company presently has no material commitments for future capital expenditures.

                          PART II.   OTHER INFORMATION


     As of the end of the period covered by this Report the Company carried out 
an evaluation, under the supervision and with the participation of the Company's
management, including the Company's chief executive officer and chief financial 
officer, of the effectiveness of the design and operation of the Company's 
disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) 
adopted under the Securities Exchange Act of 1934. Based upon that evaluation, 
the chief executive officer and chief financial officer concluded that the 
Company's disclosure controls and procedures are effective. There were no 
significant changes in the Company's internal controls or in other factors that 
could significantly affect these controls as of the date of their evaluation.