**UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549
**FORM 10-QSB/A**
**Amendment No. 3**
**{X} QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE**ACT OF 1934 For the quarterly period ended March 31, 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: 50,820,083 shares of common stockissued and outstanding as of April 30, 2004. 
Transitional Small Business Disclosure Format:   Yes{   }   No {X}****   

**EXPLANATORY NOTE**
       SulphCo, Inc. (the "Company") isfiling this Amendment No. 3 to Form 10-QSB/A ("Amendment No. 3") to amend itsQuarterly Report on Form 10-QSB for the period ended March 31, 2004 (the"Original Filing") filed on May 17, 2004 with the Securities and ExchangeCommission ("SEC"), as amended by Amendment No. 1 filed with the SEC on June 14,2004 ("Amendment No. 1"), and Amendment No. 2 filed with the SEC on July 1,2004, in order to (i) refile "Part II - Item 6. Exhibits and Reports on Form8-K" in its entirety to reflect the new certifications of our Chief ExecutiveOfficer and Chief Financial Officer included with this Amendment No. 2 asExhibits 31.1 and 31.2, respectively; and (ii) to include new Exhibits 31.1,31.2 and 32.1. 
       This Amendment does not amend anyother information previously filed in the Original Filing as amended byAmendment No. 1 and Amendment No. 2. The Original Filing as amended by AmendmentNo. 1 and Amendment No. 2 is hereby superseded and amended with respect to thesection and Exhibits set forth in this Amendment No. 3. 
**Item 6. Exhibits and Reports on Form 8-K.**

(a)   Exhibits. 
 
*

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

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

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

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

________________
 
*

Incorporated by reference from the Company’s Form 10-QSB for the quarterended 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 ofthe Securities Exchange Act of 1934, the registrant caused this report to besigned 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)*
 
**2**   

**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*
 
**3**   

**Exhibit31.2**
**CERTIFICATIONS**
I, Michael 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)*
 
**4**   

**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 March 31, 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*
 
       Thiscertification accompanies this Report pursuant to ss. 906 of the Sarbanes-OxleyAct of 2002 and shall not, except to the extent required by the Sarbanes-OxleyAct of 2002, be deemed filed by the Company for purposes of ss. 18 of theSecurities Exchange Act of 1934, as amended

**5**