UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB/A

Amendment No. 2

{X} QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the
quarterly period ended June 30, 2004.

{   } TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACTFor  the transition period from
_______ to ________.

Commission File
No. 0-27599

SULPHCO, INC.

(Name of the small
business issuer)

|Nevada                   | 88-0224817                          
|------------------------ | ------------------------------------
|(State of Incorporation) | (I.R.S. Employer Identification No.)

850 Spice Islands
Drive, Sparks, NV 89431(Address of principal executive offices)

(775) 829-1310
(Issuers telephone number)

Number of shares
outstanding of each of the issuers classes of common equity, as of the latest
practicable date: 53,669,734 shares of common stock issued and outstanding as of August
13, 2004.

Transitional Small
Business Disclosure Format: Yes { } No {X}

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EXPLANATORY NOTE

SulphCo,
Inc. (the Company) is filing this Amendment No. 2 to Form 10-QSB
(Amendment No. 2) to amend its Quarterly Report on Form 10-QSB for the period
ended June 30, 2004 (the Original Filing) filed on August 16, 2004, with the
Securities and Exchange Commission (SEC), as amended by Amendment No. 1 filed
with the SEC on November 23, 2004, in order to (i) refile Part II  Item 6.
Exhibits and Reports on Form 8-K in its entirety to reflect the new certifications
of our Chief Executive Officer and Chief Financial Officer included with this Amendment
No. 1 as Exhibits 31.1 and 31.2, respectively; and (ii) to include new Exhibits 31.1, 31.2
and 32.1.

This
Amendment does not amend any other information previously filed in the Original Filing as
amended by Amendment No. 1. The Original  Filing as amended by Amendment No. 1 is hereby
superseded and amended with respect to the section and Exhibits set forth in this
Amendment No. 2.

Item 6. Exhibits
and Reports on Form 8-K.

|(a) | Exhibits.
|--- | ---------

|4.1+ | Form
of Additional Investment Rights initially issued on June  3, 2004.
|---- | -----------------------------------------------------------------------

|4.2++ | Form
of Additional Investment Rights initially issued on June  15, 2004.
|----- | ------------------------------------------------------------------------

|4.3+ | Form
of Warrant initially issued on June 3, 2004.
|---- | -------------------------------------------------

|4.4++ | Form
of Warrant initially issued on June 15, 2004.
|----- | --------------------------------------------------

|10.1** | Executive
Employment Agreement dated as of February 17, 2003,  by and between SulphCo, Inc. and
Kirk S. Schumacher.
|------ | -------------------------------------------------------------------------------------------------------------------

|10.2* | 2003
Non-Officer Limited Stock Appreciation Rights Plan.
|----- | --------------------------------------------------------

|10.3+ | Securities
Purchase Agreement dated as of June 1, 2004, by and  between SulphCo, Inc. and the
Purchasers parties thereto.
|----- | -------------------------------------------------------------------------------------------------------------------------

|10.4++ | Securities
Purchase Agreement dated as of June 14, 2004, by  and between SulphCo, Inc. and the
Purchasers parties thereto.
|------ | --------------------------------------------------------------------------------------------------------------------------

|10.5*** | Stock
Option Agreement dated to be effective as of May 23,  2003, between SulphCo, Inc. and
Patrick E. Lacy.
|------- | ------------------------------------------------------------------------------------------------------------

|10.6*** | Letter
dated April 28, 2004 from Rudolf W. Gunnerman to the  Board of Directors of SulphCo, Inc.
regarding his financing  commitment.
|------- | -------------------------------------------------------------------------------------------------------------------------------------

|31.1 | Certification
of Chief Executive Officer pursuant to Rule 13a-14 under the Securities  Exchange Act of
1934.
|---- | ------------------------------------------------------------------------------------------------------------

|31.2 | Certification
of Chief Financial Officer pursuant to Rule 13a-14 under the Securities  Exchange Act of
1934.
|---- | ------------------------------------------------------------------------------------------------------------

|32.1 | Certification
of CEO and CFO Pursuant to 18 U.S.C.ss.1350, as Adopted Pursuant toss.906 of  the
Sarbanes-Oxley Act of 2002.
|---- | ---------------------------------------------------------------------------------------------------------------------------

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|* | Incorporated
by  reference from the registrants Annual Report on Form 10-KSB (SEC File No.
333-27599)  as filed with the SEC on March 29, 2004.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------

|** | Incorporated
by  reference from the registrants Form 10-QSB for the quarter ended March 31, 2003
(SEC  File No. 27599) as filed with the SEC on May 14, 2003.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|*** | Incorporated
by  reference from the Companys Form 10-QSB for the quarter ended June 30, 2004, as
filed with the SEC on August 16, 2004.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

|+ | Incorporated
by  reference from the registrants Form 8-K (SEC File No. 27599) as filed with the
SEC  on June 4, 2004.
|- | ----------------------------------------------------------------------------------------------------------------------

|++ | Incorporated
by  reference from the registrants Form 8-K (SEC File No. 27599) as filed with the
SEC  on June 16, 2004.
|-- | -----------------------------------------------------------------------------------------------------------------------

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|(b) | Reports
on Form  8-K.
|--- | ---------------------

(1) On June 4, 2004,
we filed a Current Report on Form 8-K under Items 5 and 7 to report the sale of up to $2.6
million of units of our securities in a private placement pursuant to the securities
purchase agreements with certain institutional and individual investors, including filing
the form of the securities purchase agreement, warrant and additional investment rights,
as well as the related press release.

(2) On June 16, 2004,
we filed a Current Report on Form 8-K under Items 5 and 7 to report the sale of up to $2.5
million of units of our securities in a private placement pursuant to the securities
purchase agreements with certain institutional and individual investors, including filing
the form of the securities purchase agreement, warrant and additional investment rights,
as well as the related press release.

SIGNATURES

In accordance with the
requirements of the Securities Exchange Act of 1934, the registrant caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|Dated:  January 24, 2005 | SULPHCO,
INC.(Registrant)
|------------------------ | -------------------------

| | /s/
Rudolf W. Gunnerman
| | -----------------------

| | By:Its: | Rudolf
W. GunnermanChairman of the Board of Directorsand Chief Executive Officer
| | ------- | --------------------------------------------------------------------------------

| | /s/
Alan L. Austin, Jr.
| | -----------------------

| | By:Its: | Alan
L. Austin, Jr.Vice President of Finance andChief Financial Officer (Principal
Financial and Accounting  Officer)
| | ------- | ---------------------------------------------------------------------------------------------------------------------

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