**UNITED STATES SECURITIES AND EXCHANGECOMMISSION**Washington, D.C. 20549 
**FORM 10-QSB/A**
**Amendment No. 1**
**{X} QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE**ACT OF 1934 For the quarterly period ended June 30, 2004.
**{   } TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THEEXCHANGE ACT For**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 principalexecutive offices) 
(775) 829-1310 (Issuer’s telephone number) 
Number of shares outstanding of each of the issuer’s classes of commonequity, as of the latest practicable date: 53,669,734 shares of common stockissued and outstanding as of August 13, 2004.
Transitional Small Business Disclosure Format:   Yes{   }   No {X} ****   

**EXPLANATORY NOTE**
SulphCo, Inc. (the "Company") is filing this Amendment No. 1 to Form 10-QSB("Amendment No. 1") to amend its Quarterly Report on Form 10-QSB for the periodended June 30, 2004 (the "Original Filing") filed on August 16, 2004, with theSecurities and Exchange Commission ("SEC"), in order to (i) refile "Part II -Item 6. Exhibits and Reports on Form 8-K" in its entirety to reflect the newcertifications of our Chief Executive Officer and Chief Financial Officerincluded 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 theOriginal Filing. The Original Filing is hereby superseded and amended withrespect to the section and Exhibits set forth in this Amendment No. 1. 
**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 betweenSulphCo, 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, betweenSulphCo, Inc. and Patrick E. Lacy.
   
10.6***

Letter dated April 28, 2004 from Rudolf W. Gunnerman to the Board of Directorsof SulphCo, Inc. regarding his financing commitment.
   
31.1 

Certification of Chief Executive Officer pursuant to Rule 13a-14 under theSecurities Exchange Act of 1934.
   
31.2 

Certification of Chief Financial Officer pursuant to Rule 13a-14 under theSecurities Exchange Act of 1934.
   
32.1 

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

Incorporated by reference from the registrant’s Annual Report on Form10-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 thequarter ended March 31, 2003 (SEC File No. 27599) as filed with the SEC on May14, 2003. 
   
***

Incorporated by reference from the Company’s Form 10-QSB for the quarterended 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. 
   
(b)   Reports on Form 8-K. 
  
(1) On June 4, 2004, we filed a Current Report on Form 8-K under Items 5 and 7to report the sale of up to $2.6 million of units of our securities in a privateplacement pursuant to the securities purchase agreements with certaininstitutional and individual investors, including filing the form of thesecurities purchase agreement, warrant and additional investment rights, as wellas the related press release. 
   
(2) On June 16, 2004, we filed a Current Report on Form 8-K under Items 5 and 7to report the sale of up to $2.5 million of units of our securities in a privateplacement pursuant to the securities purchase agreements with certaininstitutional and individual investors, including filing the form of thesecurities purchase agreement, warrant and additional investment rights, as wellas the related press release.
 

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

*Dated:  November 23, 2004*

*SULPHCO, INC. (Registrant)*
  
*       *

*/s/ Rudolf W. Gunnerman*
 
*       *

*By:  Rudolf W. Gunnerman*
 
*       *

*Its:*  *Chairman of the Board of Directors*
 
*       *

*and Chief Executive Officer*
   
*       *

*/s/ Michael A. Abend*
 
*       *

*By:  Michael A. Abend*
 
*       *

*Its:  Interim Controller and Treasurer*
 
*       *

*(Principal Financial and Accounting*
 
*       *

*Officer)*
 
****   

**Exhibit31.1**
**CERTIFICATIONS**
I, Rudolf W. Gunnerman, Chairman of the Board of Directors and Chief ExecutiveOfficer, certify that: 
1. I have reviewed this quarterly report on Form 10-QSB/A of SulphCo, Inc.; 
2. Based on my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report; 
3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the small businessissuer as of, and for, the periods presented in this report; 
4. The small business issuer’s other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlover financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the small business issuer and have: 

(a) Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the small businessissuer, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing prepared; 

(b) Evaluated the effectiveness of the small businessissuer’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and 

(c) Disclosed in this report any change in the smallbusiness issuer’s internal control over financial reporting that occurredduring the small business issuer’s most recent fiscal quarter (the smallbusiness issuer’s fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, thesmall business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the small business issuer’s auditors and the auditcommittee of the small business issuer’s board of directors (or personsperforming the equivalent functions): 

(a) All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the small businessissuer’s ability to record, process, summarize and report financialinformation; and 

(b) Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the small businessissuer’s internal control over financial reporting. 

*Dated: November 23, 2004*

*/s/ Rudolf W. Gunnerman*
 
*       *

*By: Rudolf W. Gunnerman*
 
*       *

*Its: Chairman of the Board and*
 
*       *

*Chief Executive Officer*
 
****   

**Exhibit31.2**
**CERTIFICATIONS**
I, Michael A. Abend, Interim Controller and Treasurer, certify that: 
1. I have reviewed this quarterly report on Form 10-QSB/A of SulphCo, Inc.; 
2. Based on my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report; 
3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the small businessissuer as of, and for, the periods presented in this report; 
4. The small business issuer’s other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlover financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the small business issuer and have: 

(a) Designed such disclosure controls and procedures,or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the small businessissuer, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing prepared; 

(b) Evaluated the effectiveness of the small businessissuer’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and 

(c) Disclosed in this report any change in the smallbusiness issuer’s internal control over financial reporting that occurredduring the small business issuer’s most recent fiscal quarter (the smallbusiness issuer’s fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, thesmall business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the small business issuer’s auditors and the auditcommittee of the small business issuer’s board of directors (or personsperforming the equivalent functions): 

(a) All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the small businessissuer’s ability to record, process, summarize and report financialinformation; and 

(b) Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the small businessissuer’s internal control over financial reporting. 

*Dated: November 23, 2004*

*/s/ Michael A. Abend*
 
*       *

*By: Michael A. Abend*
 
*       *

*Its: Interim Controller and Treasurer*
 
*       *

*(Principal Financial and Accounting*
 
*       *

*Officer)*
 
****   

**Exhibit 32.1**
**CERTIFICATIONS PURSUANT TO**18 U.S.C. ss. 1350, **AS ADOPTEDPURSUANT TO****ss. 906 OF THE SARBANES-OXLEY ACT OF 2002**
In connection with the Quarterly Report on Form 10-QSB of SulphCo, Inc. (the"Company") for the quarterly period ending June 30, 2004 as filed with theSecurities and Exchange Commission on the date hereof (the "Report"), Rudolf W.Gunnerman, Chairman of the Board of Directors and Chief Executive Officer of theCompany, and Michael A. Abend, Interim Controller, Treasurer, and PrincipalFinancial and Accounting Officer of the Company, each hereby certifies, pursuantto 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Actof 2002, to the best of his knowledge, that: 
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) ofthe Securities Exchange Act of 1934; and 
(2) The information contained in the Report fairly presents, in all materialrespects, the financial condition and results of operations of the Company. 
 	 
*/s/ Rudolf W. Gunnerman*
  
*Rudolf W. Gunnerman*
  
*Chairman of the Board of Directors*
  
*and Chief Executive Officer*
   
*November 23, 2004*
     
*/s/ Michael A. Abend*
  
*Michael A. Abend*
  
*Interim Controller, Treasurer, and Principal Financial*
  
*and Accounting Officer*
   
*November 23, 2004*
 

This certification accompanies this Report pursuant to ss. 906 ofthe Sarbanes-Oxley Act of 2002 and shall not, except to the extent required bythe Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes ofss. 18 of the Securities Exchange Act of 1934, as amended