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
March 31, 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: 53,324,734 shares of common stock issued and
outstanding as of June 18, 2004.

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






EXPLANATORY NOTE

SulphCo, Inc. (the "Company") is
filing this Form 10-QSB/A ("Amendment No. 2") to amend its Quarterly Report on
Form 10-QSB for the period ended March 31, 2004 (the "Original Filing") filed on
May 17, 2004 with the Securities and Exchange Commission ("SEC"), as amended by
Amendment No. 1 filed with the SEC on June 14, 2004 ("Amendment No. 1"), in
order to (i) refile in its entirety "Part I - Item 1. Financial Statements" to
include the restated interim financial statements for the period ended March 31,
2004, and (ii) to refile in its entirety "Part II - Item 6. Exhibits and Reports
on Form 8-K" to reflect the certifications of our Chief Executive Officer and
Chief Financial Officer included with this Amendment No. 2.

The Company is restating the financial
statements for the period ended March 31, 2004, in order to reflect the
elimination of $21,000 of director fees for this period, which amount has now
been included in a restatement of the financial statements for the year ended
the December 31, 2003, contained in Form 10-KSB/A Amendment No. 2.  The
restatement of the financial statements for the period ended March 31, 2004,
resulted in a decrease in the Net Loss for the 1st quarter ended
March 2004 from the Net Loss previously reported in Amendment No. 1 to Original
Filing by $21,000 to $797,029. There were no other material changes from the
financial statements filed with the Original Filing as amended by Amendment No.
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 sections set forth in this
Amendment.






Item 1.  Financial Statements.

SULPHCO,
  INC.(A Company in the Development Stage)BALANCE SHEET
  March 31, 2004 (unaudited)

|ASSETS                                                                     | 
|-------------------------------------------------------------------------- | 
|                                                                           | 
|                                                                           | 
|                                                                           | 
|Current
      Assets                                                       | 
|Cash                                                                       | 
|Related
      party accounts receivable                                    | 
|Prepaid
      expenses                                                     | 
|                                                                           | 
|Total
      current assets                                                 | 
|                                                                           | 
|Property
      and equipment (net of accumulated depreciation of $573,224) | 
|                                                                           | 
|Other
      Assets                                                         | 
|                                                                           | 
|Deferred
      tax asset (net of valuation allowance of $6,595,610)        | 
|Desulphurization
      prototype                                           | 
|Deposits                                                                   | 
|                                                                           | 
|Total
      other assets                                                   | 
|                                                                           | 
|Total
      assets                                                         | 
|                                                                           | 
|LIABILITIES
      AND STOCKHOLDERS DEFICIT                                | 
|                                                                           | 
|Current
      Liabilities                                                  | 
|Accounts
      payable                                                     | 
|Accrued
      expenses                                                     | 
|Related
      party notes payable                                          | 
|                                                                           | 
|Total
      current liabilities                                            | 
|                                                                           | 
|Stockholders
      Deficit                                                | 
|Common
      stock, $.0001 par value, 100,000,000 shares authorized        | 
|50,820,083
      shares issued and outstanding                             | 
|Additional
      paid-in-capital                                           | 
|Stock
      subscriptions receivable                                       | 
|Deficit
      accumulated during the development stage                     | 
|                                                                           | 
|Total
      stockholders deficit                                          | 
|                                                                           | 
|Total
      liabilities and stockholders deficit                          | 
|                                                                           | 

The Accompanying
  Notes are an Integral Part of the Financial Statements

---



SULPHCO, INC.(A Company in the Development Stage)STATEMENTS OF OPERATIONS
  For the Three Months Ended March 31, 2004 and 2003 (unaudited)

|                                                        |  |  | Inceptionto date |             | For
      the Three Months Ended
      March 31, |     
|------------------------------------------------------- |  |  | ---------------- | ----------- | ------------------------------------------------ | ----
|                                                        |  |  |                  | 2004        |                                                  | 2003
|                                                        |  |  |                  |             |                                                  |     
|Revenue                                                 |  |  |                  |             |                                                  |     
|Sales                                                   |  |  | $                | 42,967      |                                                  | $   
|Interest
      income                                   |  |  |                  | 39,309      |                                                  |     
|                                                        |  |  |                  |             |                                                  |     
|Total
      revenue                                     |  |  |                  | 82,276      |                                                  |     
|                                                        |  | 
|Expenses                                                |  |  |                  |             |                                                  |     
|Salary
      and wage expense                           |  |  |                  | (7,698,710  | )                                                |     
|Director
      fees                                     |  |  |                  | (4,702,000  | )                                                |     
|General
      and administrative expenses               |  |  |                  | (4,212,418  | )                                                |     
|Research
      and development expenses                 |  |  |                  | (1,337,623  | )                                                |     
|Depreciation
      expense                              |  |  |                  | (613,029    | )                                                |     
|                                                        |  |  |                  |             |                                                  |     
|Total
      expenses                                    |  |  |                  | (18,563,780 | )                                                |     
|Loss
      from operations                              |  |  |                  | (18,481,504 | )                                                |     
|                                                        |  |  |                  |             |                                                  |     
|Loss
      on disposal of assets                        |  |  |                  | (221,711    | )                                                |     
|                                                        |  |  |                  |             |                                                  |     
|Net
      loss before interest expense and income taxes |  |  |                  | (18,703,215 | )                                                |     
|Interest
      expense                                  |  |  |                  | (126,011    | )                                                |     
|                                                        |  |  |                  |             |                                                  |     
|Net
      loss before income taxes                      |  |  |                  | (18,829,226 | )                                                |     
|Provision
      for income taxes                        |  |  |                  |            |                                                  |     
|                                                        |  |  |                  |             |                                                  |     
|Net
      loss                                          |  |  | $                | (18,829,226 | )                                                | $   
|                                                        |  |  |                  |             |                                                  |     
|Loss
      per share:                                   |  |  | $                | (0.59       | )                                                | $   
|                                                        |  |  |                  |             |                                                  |     
|Weighted
      average - basic and diluted              |  |  |                  | 32,114,974  |                                                  |     
|                                                        |  |  |                  |             |                                                  |     

The Accompanying
  Notes are an Integral Part of the Financial Statements

---



SULPHCO,
  INC.(A Company in the Development Stage)STATEMENT OF CASH FLOWS
  For the Three Months Ended March 31, 2004 and 2003 (unaudited)

|                                                            | Inception
      to Date |             | March 31, |  
|----------------------------------------------------------- | ----------------------- | ----------- | --------- | -
|
|                                                            |                         |             |           |  
|Cash
      Flows from Operating Activities                  |                         |             |           |  
|Net
      loss                                              | $                       | (18,829,226 | )         | $
|Adjustments to reconcile net loss to net cash               |                         |             |           |  
|used in operating
      activities:                        
|                                                            |                         |             |          
|Depreciation
      expense                                  |                         | 613,029     |           |  
|                                                            |                         |             |          
|Shares
      issued for services                            |                         | 5,693,668   |           |  
|                                                            |                         |             |          
|Shares
      issued for interest expense                    |                         | 95,000      |           |  
|                                                            |                         |             |          
|Increase
      in accounts receivable                       |                         | (15,373     | )         |  
|                                                            |                         |             |          
|Decrease
      in related party receivable                  |                         | 1,359,185   |           |  
|                                                            |                         |             |          
|Increase
      in work in progress                          |                         |            |           |  
|                                                            |                         |             |          
|(Increase)
      decrease in prepaid expenses               |                         | (1,762      | )         |  
|                                                            |                         |             |          
|Decrease
      in accounts payable                          |                         | (9,726      | )         |  
|                                                            |                         |             |          
|Increase
      in accrued liabilities                       |                         | 102,938     |           |  
|                                                            |                         |             |          
|Decrease
      in legal settlement                          |                         |            |           |  
|                                                            |                         |             |           |  
|Net
      cash used in operating activities                 |                         | (10,992,267 | )         |  
|                                                            |                         |             |           |  
|                                                           
|Cash
      Flows from Investing Activities                 
|                                                            |                         |             |          
|Purchase
      of capital assets                            |                         | (725,502    | )         |  
|                                                            |                         |             |          
|Investment
      in subsidiary                              |                         | (220,086    | )         |  
|                                                            |                         |             |          
|Payment
      of deposits                                   |                         | (36,822     | )         |  
|                                                            |                         |             |          
|Development
      of intangible assets                      |                         | (15,843     | )         |  
|                                                            |                         |             |           |  
|                                                            |                         |             |          
|Net
      cash used in investing activities                 |                         | (998,253    | )         |  
|                                                            |                         |             |           |  
|                                                           
|Cash
      Flows from Financing Activities                 
|                                                            |                         |             |          
|Proceeds
      from issuance of stock                       |                         | 6,890,200   |           |  
|                                                            |                         |             |          
|Proceeds
      from stock subscriptions                     |                         | 4,240,887   |           |  
|                                                            |                         |             |          
|Proceeds
      from issuance of related party notes payable |                         | 3,750,000   |           |  
|                                                            |                         |             |          
|Proceeds
      from issuance of line of credit              |                         | 750,000     |           |  
|                                                            |                         |             |          
|Return
      of capital                                     |                         | (118,427    | )         |  
|                                                            |                         |             |          
|Principal
      payments on related party notes payable     |                         |            |           |  
|                                                            |                         |             |          
|Payments
      on contracts payable                         |                         | (250,000    | )         |  
|                                                            |                         |             |          
|Principal
      payments on line of credit                  |                         | (750,000    | )         |  
|                                                            |                         |             |          
|Principal
      payments on advance from related party      |                         | (2,191,285  | )         |  
|                                                            |                         |             |           |  
|Net
      cash provided by financing activities             |                         | 12,321,375  |           |  
|                                                            |                         |             |           |  
|                                                            |                         |             |          
|Net
      increase (decrease) in cash and cash equivalents  |                         | 330,855     |           |  
|Cash and
      cash equivalents at inception,              
|                                                            |                         |             |          
|December
      31, 2003 and 2002                            |                         |            |           |  
|                                                            |                         |             |           |  
|Cash and
      cash equivalents at March 31, 2004 and 2003  | $                       | 330,855     |           | $
|                                                            |                         |             |           |  

The Accompanying
  Notes are an Integral Part of the Financial Statements

---



SULPHCO,
  INC.(A Company in the Development Stage)STATEMENT OF CASH FLOWS
  For the Three Months Ended March 31, 2004 and 2003 (unaudited)

Supplemental Information
  and Noncash Transactions
  During the three months ended March 31, 2004, and 2003, $80,000 and $16,869
  were paid for interest, respectively, and no amounts were paid for income taxes.

In January 2004 one million
  subscribed shares were issued for interest expense of $74,000 and prepaid interest
  of $222,000.

In March 2004 fifty thousand
  subscribed shares were issued for the services of a director.

The Accompanying
  Notes are an Integral Part of the Financial Statements

---



SULPHCO, INC.(A Company in the Development
  Stage)NOTES TO THE INTERIM
  FINANCIAL STATEMENTSMarch 31, 2004
  (unaudited)

|1. | Basis
      of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The accompanying
      unaudited interim financial statements of Sulphco, Inc., (the Company)
      have been prepared by the Company in accordance with generally accepted
      accounting principles in the United States of America, pursuant to the Securities
      and Exchange Commission rules and regulations. In managements opinion,
      all adjustments necessary for a fair presentation of the results for the
      interim periods have been reflected in the interim financial statements.
      The results of operations for any interim period are not necessarily indicative
      of the results for a full year. All adjustments to the financial statements
      are of a normal recurring nature.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Certain information
      and footnote disclosures normally included in financial statements prepared
      in accordance with generally accepted accounting principles have been condensed
      or omitted. Such disclosures are those that would substantially duplicate
      information contained in the most recent audited financial statements of
      the Company, such as significant accounting policies and stock options.
      Management presumes that users of the interim statements have read or have
      access to the audited financial statements and notes thereto included in
      the Companys most recent annual report on Form 10-KSB.                                                           

|2. | Prepaid
      Expenses                                                                                                                                                                                                                           
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                  
|   | Prepaid expenses
      include prepaid interest of $222,000. One million common shares were issued
      in lieu of interest for two loans totaling $1,000,000. The prepaid interest
      is amortized over the one year (the life of the loan).

|3. | Related
      Party Transactions                                                                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                   
|   | In March
      2004 the Company issued 50,000 shares of subscribed common stock to a director
      at $0.42 per share for director services in the prior year.                                                   
|   |                                                                                                                                                                                                                   
|   | The CEO was
      paid consulting fees of $75,000 during the quarter, under an employment
      contract. The agreement is set to terminate on July 1, 2004.                                                      
|   |                                                                                                                                                                                                                   
|   | The Company
      had outstanding at March 31, 2004, a $500,000 note due to a related party,
      as well as a $500,000 note payable to the CEO. Both of these loans had interest
      rates of 29.5% (percent).

---



SULPHCO, INC.(A Company in the Development
  Stage)NOTES TO THE INTERIM
  FINANCIAL STATEMENTSMarch 31, 2004
  (unaudited)

| | In
      January 2004 the Company issued 500,000 shares to each related party in
      lieu of interest on these notes.
| | -----------------------------------------------------------------------------------------------------------------------

|4. | Capital
      Stock                                                                                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                      
|   | In January
      2004 one million subscribed common shares were issued for interest expense
      during the quarter of $76,000 and prepaid interest of $222,000. (See Note
      3).
|   |                                                                                                                                                                                      
|   | Also in January
      2004 one hundred thousand shares were issued at $0.85 per share for consulting
      services valued at $85,000.                                               
|   |                                                                                                                                                                                      
|   | In March
      2004 fifty thousand subscribed common shares were issued for Director services
      valued in the prior year at $21,000.                                             

|5. | Commitments
      and Contingencies                                                                                                                                                                                                                                                                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Financial
      instruments, which potentially subject the Company to concentrations of
      credit risk, consist mainly of cash equivalents. The Company maintains amounts
      on deposit with financial institutions, which exceed federally insured limits.
      The Company has not experienced any significant losses in such accounts,
      nor does management believe it is exposed to any significant credit risk.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | There are
      various claims and lawsuits pending against the Company arising in the normal
      course of the Companys business. Although the amount of liability
      at March 31, 2004, cannot be ascertained, management is of the opinion that
      any resulting liability will not materially affect the Companys financial
      position.                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In January
      2004 the Company filed suit for the remittance of $737,000, the balance
      of the stock subscription that is in dispute.                                                                                                                                                                                                                                                                                    

---



SULPHCO, INC.(A Company in the Development
  Stage)NOTES TO THE INTERIM
  FINANCIAL STATEMENTSMarch 31, 2004
  (unaudited)

|6. | Subsequent
      Events                                                                                                                                                                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On June 3,
      2004, the Company entered into a securities purchase agreement to sell up
      to $2,600,000 of its securities in a private placement to certain institutional
      and individual investors. As of the close of business on June
      3, 2004, the Company completed the initial closing of the private
      placement and received approximately $1,300,000 of the total.  
|   |                                                                                                                                                                                                                                                                                                                                                                                                   
|   | On June 15,
      2004, the Company entered into a securities purchase agreement to sell up
      to $2,500,000 of its securities in a private placement to certain institutional
      and individual investors. As of the close of business on June
      15, 2004, the Company completed the initial closing of the private
      placement and received approximately $1,250,000 of the total.
|   |                                                                                                                                                                                                                                                                                                                                                                                                   

---

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

(a) Exhibits.

*Exhibit 16.1 - Letter from Forbush and Associates to
the U.S. Securities and Exchange Commission dated May 14, 2004.

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

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

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

_______________

*Incorporated by reference from the Company's Form
10-QSB for the quarter ended March 31, 2004, as filed with the SEC on May 17,
2004.

(b) Reports on Form 8-K.   None.






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:  June 29, 2004

SULPHCO, INC. (Registrant)/s/ Rudolf W. GunnermanBy: Rudolf W. GunnermanIts: Chairman of the Board of Directorsand Chief
Executive Officer/s/ Pat LacyBy: Pat LacyIts: Controller and Treasurer(Principal Financial and
Accounting Officer)