U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-QSB
(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, 2002.

[_]  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 [_]

        APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
           PROCEEDING DURING THE PRECEDING FIVE YEARS

   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 [_]

              APPLICABLE ONLY TO CORPORATE ISSUERS

   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    8,601,224 shares outstanding
                                         as of November 7, 2002.

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


<PAGE>

                   AQUACELL TECHNOLOGIES, INC.

                           FORM 1O-QSB


            FOR THE QUARTER ENDED SEPTEMBER 30, 2002

                        TABLE OF CONTENTS


                  PART I- FINANCIAL INFORMATION

                                                                          PAGE
Item 1.    Financial Statements:

       Condensed Consolidated Balance Sheet as of September 30, 2002......  1

       Condensed Consolidated Statements of Operations for the
       three-month periods ended September 30, 2002 and 2001..............  2

       Condensed Consolidated Statements of Cash Flow for the
       three-month periods ended September 30, 2002 and 2001..............  3

       Notes to Condensed Consolidated Financial Statements...............  4

Item 2.    Managements Discussion and Analysis:

       Forward-Looking Statements.........................................  6

       Overview...........................................................  6

       Results of Operations..............................................  6

       Liquidity and Capital Resources....................................  7


                   PART II- OTHER INFORMATION


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

Signature.................................................................  8


                                 i

<PAGE>

                 PART I.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

          AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED BALANCE SHEET
                       September 30, 2002
                           (Unaudited)

ASSETS
Current assets:
     Cash.......................................................... $    26,000
     Notes receivable, including accrued interest of $42,000.......     410,000
     Accounts receivable, net of allowance of $4,000...............     734,000
     Inventories...................................................     107,000
     Prepaid expenses and other current assets.....................     176,000
                                                                    ------------
          Total current assets.....................................   1,453,000
                                                                    ------------
Property and equipment, net........................................      64,000
                                                                    ------------
Other assets:
     Goodwill......................................................   1,114,000
     Investments...................................................     274,000
     Patents, net..................................................     115,000
     Security deposits.............................................      14,000
                                                                    ------------
          Total other assets.......................................   1,517,000
                                                                    ------------
                                                                    $ 3,034,000
                                                                    ------------
                                                                    ------------
LIABILITIES
Current liabilities:
     Accounts payable.............................................. $   783,000
     Accrued expenses..............................................     263,000
     Loans payable to finance company..............................     376,000
     Customer deposits.............................................      17,000
     Current portion of long-term debt.............................       4,000
     Loans payable to related parties..............................      35,000
                                                                    ------------
          Total current liabilities................................   1,478,000

Long-term debt, net of current portion.............................       6,000
                                                                    ------------
          Total liabilities........................................   1,484,000
                                                                    ------------
Commitments and contingencies

STOCKHOLDERS' EQUITY:
Preferred stock, par value $.00l; 10,000,000 shares authorized;
no shares issued Common stock, par value $.001; 40,000,000 shares
authorized; 8,683,646 shares issued...............................        9,000
Additional paid-in capital........................................   13,084,000
Accumulated deficit...............................................  (10,700,000)
                                                                    ------------
                                                                      2,393,000
Unamortized deferred compensation.................................     (592,000)
Treasury stock, 82,422 shares at cost.............................     (251,000)
                                                                    ------------
          Total stockholders' equity..............................    1,550,000
                                                                    ------------
                                                                    $ 3,034,000
                                                                    ------------
                                                                    ------------

    See notes to condensed consolidated financial statements.

                                 1

<PAGE>

           AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           (Unaudited)

                                                          Three Months Ended
                                                             September 30,
                                                          2002          2001
                                                      ------------  ------------
Revenue:
  Net sales.......................................... $   930,000   $    68,000
  Rental income......................................       2,000         2,000
                                                      ------------  ------------
                                                          932,000        70,000
Cost of sales........................................     465,000        28,000
                                                      ------------  ------------
Gross profit.........................................     467,000        42,000
                                                      ------------  ------------

Selling, general and administrative expenses:
  Salaries and wages.................................     310,000       233,000
  Legal, accounting and other professional expenses..      74,000       154,000
  Stock based compensation...........................      45,000       199,000
  Other..............................................     277,000       244,000
                                                      ------------  ------------
                                                          706,000       830,000
                                                      ------------  ------------
Loss from operations before other income (expense)...    (239,000)     (788,000)
                                                      ------------  ------------
Other income (expense):
  Interest income....................................      18,000        40,000
  Interest (expense).................................      (4,000)            -
                                                      ------------  ------------
                                                           14,000        40,000
                                                      ------------  ------------
Net loss attributable to common stockholders......... $   225,000   $  (748,000)
                                                      ------------  ------------
                                                      ------------  ------------
Net loss per common share- basic and diluted......... $     (0.03)        (0.10)
                                                      ------------  ------------
                                                      ------------  ------------
Weighted average share outstanding-
  basic and diluted..................................   8,601,000     7,734,000
                                                      ------------  ------------
                                                      ------------  ------------

    See notes to condensed consolidated financial statements.

                                 2

<PAGE>

          AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited)
                                                          Three Months Ended
                                                             September 30,
                                                          2002          2001
                                                      ------------  ------------
Cash flows from operating activities:
Net loss............................................. $  (225,000)  $  (748,000)
Adjustment to reconcile net loss to net cash
  used in operating activities:
    Stock based compensation.........................      45,000       199,000
    Depreciation and amortization....................      15,000        13,000
Changes in:
  Accounts receivable................................    (543,000)       (8,000)
  Accrued interest receivable........................     (18,000)       41,000
  Prepaid expenses and other current assets..........      40,000        35,000
  Inventories........................................      (5,000)       24,000
  Security deposits..................................       3,000             -
  Accounts payable...................................      65,000       155,000
  Accrued expenses...................................     217,000        62,000
  Customer deposits..................................       1,000             -
                                                      ------------  ------------
      Net cash used in operating activities..........    (405,000)     (227,000)
                                                      ------------  ------------

Cash flows from investing activities:
  Note issued for purchase of property and equipment.       9,000             -
  Purchase of property and equipment.................     (11,000)       (4,000)
                                                      ------------  ------------
      Net cash used in investing activities..........      (2,000)       (4,000)
                                                      ------------  ------------

Cash flows from financing activities:
  Proceeds of loans from finance company.............     376,000             -
  Loans and advances from officers,
    stockholders and others, net.....................       6,000        (1,000)
                                                      ------------  ------------
      Net cash provided by (used in)
        financing activities.........................     382,000        (1,000)
                                                      ------------  ------------

Decrease in cash.....................................    (232,000)      (25,000)
Cash, beginning of period............................      51,000       298,000
                                                      ------------  ------------
Cash, end of period.................................. $    26,000   $    66,000
                                                      ------------  ------------
Supplemental disclosure of cash flow information:
  Cash paid for interest............................. $         -   $         -

Supplemental schedule of non-cash investing
  and financing activities:
Issuance of common stock warrants for
  services to the company............................ $    43,000    $  223,000
Principal payments on notes receivable by
  conversion of accrued officers salaries............ $   153,000    $        -

    See notes to condensed consolidated financial statements.

                                 3

<PAGE>

          AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                 September 30, 2002 (Unaudited)

NOTE A - BASIS OF PRESENTATION

      The accompanying unaudited condensed consolidated financial
statements  include  the accounts of AquaCell Technologies,  Inc.
and  its wholly owned subsidiaries.  All significant intercompany
accounts and transactions have been eliminated in consolidation.

      The accompanying unaudited condensed consolidated financial
statements  have been prepared in accordance with U.S.  generally
accepted  accounting principles for interim financial information
and  with instructions to Form 10-QSB.  Accordingly, they do  not
include  all  of the information and footnotes required  by  U.S.
generally  accepted accounting principles for complete  financial
statements.   In  the  opinion  of  management,  all  adjustments
(consisting of normal recurring adjustments) considered necessary
for  a  fair  presentation  have been included.  The  results  of
operations for the three months ended September 30, 2002 are  not
necessarily indicative of the results to be expected for the full
year.   For  further information, refer to the  Company's  annual
report filed on Form 10-KSB for the year ended June 30, 2002.

NOTE B - NOTES RECEIVABLE

           At September 30, 2002, the notes receivable consist of
$50,000  from  a  non-affiliated party  and  $683,000  from  non-
director/employee stockholders and entities owned by them  at  an
annual  interest rate of 8%.  Notes totaling $1,750,000  maturing
August  16,  2001  were  extended  to  September  16,  2001.   At
September 16, 2001, the notes were restructured into twelve-month
installment  notes collateralized by marketable  securities  with
the first installment due October 16, 2001.  Officer/stockholders
of  Aquacell , have personally guaranteed up to $1,750,000 of the
notes  and have offered as collateral designated assets and  have
paid  $721,000  in  principal  and $32,000  in  interest  through
contribution  of salaries in the amount of $502,000 and surrender
of   82,422  shares  of  the Company's common  stock,  valued  at
$251,000,  at September 30, 2002. Such shares have been  recorded
as     treasury    stock.    During    September,    2002     the
officers/stockholders  contributed  accrued   salaries   totaling
$153,000  as payment under the guaranty provisions of  the  notes
receivables.    The Company has recorded an adjustment to reflect
a  reduction  in  the  estimated fair value  of  these  notes  of
$365,000  at  June  30,  2001.  The  balance  of  the  notes  are
unsecured  and matured between March 2002 and October  2002.  The
note  that  matured in October 2002 was extended  for  one  year.
Interest receivable at September 30, 2002 amounted to $6,000 from
a  non-affiliated  party and $36,000 from non-director/  employee
stockholders and entities owned by them.

NOTE C - INVENTORIES

     Inventories consist of the following at September 30, 2002:
          Raw materials............................... $ 106,000
          Work in progress............................     1,000
                                                       ---------
                                                       $ 107,000
                                                       ---------
                                                       ---------

                                 4

<PAGE>

          AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                 September 30, 2002 (Unaudited)

NOTE D - PROPERTY AND EQUIPMENT

     Property and equipment is summarized as follows at September
30, 2002:

          Furniture and fixtures....................  $ 35,000
          Equipment - office........................    95,000
          Machinery and equipment...................   122,000
          Rental units..............................     9,000
          Leasehold improvements....................    10,000
          Truck.....................................    11,000
                                                      ---------
                                                       282,000
          Less accumulated depreciation.............   218,000
                                                      ---------
                                                      $ 64,000
                                                      ---------
                                                      ---------

NOTE E - LOANS PAYABLE TO FINANCE COMPANY

     On  August  24,  2002,  the Company entered  into  a  credit
facility  agreement  to finance the receivables  of  its  largest
customer, Corbett Water Technologies, Inc.  The agreement is  for
a one-year term, and calls for interest at the rate of 18 1/4 % per
annum  in  addition  to the payment of certain  processing  fees.
Payments are made directly to the lender by Corbett Water and the
financing  is collateralized by the Company's accounts receivable
from Corbett Water Technologies, Inc. (See Note H.)

NOTE F - LOANS PAYABLE TO RELATED PARTIES

      At  September 30, 2002 the loans payable to related parties
consist of unsecured demand interest free loans of $35,000.

NOTE G - LONG TERM DEBT

      At  September  30,  2002  long-term  debt  consists  of  an
installment note, secured by a truck, payable in monthly payments
of  $342  through February 2005.  Maturities on the note  are  as
follows:

          Year ending September 30, 2003............. $  4,000
                      September 30, 2004.............    4,000
                      September 30, 2005.............    2,000
                                                      ---------
                                                      $ 10,000
                                                      ---------
                                                      ---------

NOTE H - EQUITY TRANSACTIONS

      In  connection  with a one-year credit  facility  agreement
entered into in August, 2002, the lender was granted warrants  to
purchase 160,000 shares of common stock, at an exercise price  of
$0.78  per share, whose total value is estimated at approximately
$43,000.   The estimated value of the warrants is being amortized
to  expense  over  one year.  Amortization for the  three  months
ended September 30, 2002 was $4,000.

                                 5

<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

      When used in this Form 10-QSB and in future filings by  the

Company  with the Commission, statements identified by the  words
"believe",   "positioned",   "estimate",   "project",   "target",
"continue",  "will", "intend", "expect", "future", "anticipates",
and  similar  expressions  express management's  present  belief,
expectations   or  intentions  regarding  the  Company's   future
performance   within  the  meaning  of  the  Private   Securities
Litigation  Reform  Act of 1995.  Readers are  cautioned  not  to
place undue reliance on any such forward-looking statements, each
of  which  speaks only as of the date made.  Such statements  are
subject  to  certain  risks and uncertainties  that  could  cause
actual results to differ materially from historical earnings  and
those  presently anticipated or projected.  The  Company  has  no
obligations to publicly release the result of any revisions which
may   be  made  to  any  forward-looking  statements  to  reflect
anticipated  or  unanticipated events or circumstances  occurring
after the date of such statements.

Overview

      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 construed to imply any conclusion
that  such  results or trends will necessarily  continue  in  the
future.

      For  the three months ended September 30, 2002 we increased
revenues by 1231% to $932,000 while cutting our per share  losses
by  70%.  This increase in revenues is primarily attributable  to
the  growing acceptance of our flagship Purific Water  Cooler  in
the  marketplace.  We believe that through our marketing efforts,
as  the  educational process continues to reach corporate America
on  the savings Purific provides along with the inconveniences it
eliminates, we expect that sales of Purific coolers will continue
to grow along with an increase of sales in our other products and
emerging product lines.

      To  improve cash flow in order to meet the demands  of  our
manufacturing  requirements  based  upon  our  significant  sales
increases, we entered into a credit facility agreement to finance
the   receivables   of  our  largest  customer,   Corbett   Water
Technologies, Inc.  This enabled us to turn the cash  in  a  more
expeditious   manner   and  to  meet  all   of   our   production
requirements.

Results of Operations

     During  the  three  months ended September  30,  2002  on  a
consolidated basis, we increased revenues by 1231% to $932,000 as
compared to $70,000 for the similar period of the preceding year.
Our  gross  profit  margin of our flagship Purific water coolers,
based  on  material  and  direct  labor  costs, was maintained at
approximately 56% for the three months ended September 30, 2002.

                                 6

<PAGE>

     Net  loss on a consolidated basis for the three months ended
September 30, 2002 was decreased by 70% to $225,000 or $0.03  per
share,  as  compared to $748,000 or $.10 per share for  the  same
period  of the prior year.  The decrease in the loss is primarily
attributable to the increase in revenues, as well as a  reduction
in professional fees and a reduction in stock based compensation.

     Operating  expenses  consisting of salaries  and  wages  and
other selling, general and administrative expenses, exclusive  of
depreciation  and amortization of $15,000 were $572,000  for  the
three months ended September 30, 2002 as compared to $464,000 for
the  comparable  three months of the prior  year.   In  addition,
legal,  accounting and other professional expenses for the  three
months ended September 30, 2002 were $74,000 compared to $154,000
for the three months ended September 30, 2001.

     Current  period  expenses includes $45,000  of  stock  based
compensation   representing   the   amortization   of    deferred
compensation  based  on the value of common  stock  and  warrants
issued   in  connection  with  consulting  and  credit   facility
agreements.   Stock based compensation for the comparable  period
of the prior year was $199,000.

Liquidity and Capital Resources

     During the three months ended September 30, 2002 we financed
our  operations primarily from the collections of receivables  in
the  normal  course  of  business and the  financing  of  certain
receivables due from Corbett Water Technologies.   A net increase
in  loans from officers and others amounted to $6,000 during  the
period.

     Cash  used  by  operations during  the  three  months  ended
September  30, 2002 amounted to $405,000.  Net loss  of  $225,000
was reduced by non-cash stock based compensation in the amount of
$45,000 and depreciation and amortization of $15,000.  Cash  used
by  operations was further increased by an increase  in  accounts
receivable  in the amount of $543,000 and decreased  by  accounts
payable and accrued expenses in the amount of $282,000.  Net loss
was   further  decreased  by  net  changes  in  accrued  interest
receivable,   prepaid  expenses,  security   deposits,   customer
deposits and inventories amounting to $21,000.

      We  have granted warrants, subsequent to our initial public
offering  in connection with consulting and marketing  agreements
that  may  generate  additional capital of  up  to  approximately
$6,900,000 if exercised.  There is no assurance that any of these
warrants will be exercised.

     Cash  used  in investing activities during the three  months
ended  September 30, 2002 represented expenditures  for  property
and  equipment in the amount of $11,000 decreased by notes issued
for the purchase of equipment in the amount of $9,000.

     The  principal payments of $153,000, which consisted of  the
conversion of accrued officers' salaries, reduced the balance  on
the  $1,750,000  installment  notes  receivable  to  $591,000  at
September 30, 2002.

     Management believes that the collections on notes receivable
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.

                                 7

<PAGE>

                  PART II.   OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        Reports on Form 8-K:  None


                            SIGNATURE

     In accordance with the requirements of the Exchange Act, the
Registrant caused this Report to be signed on its behalf  by  the
undersigned, thereunto duly authorized.


                                  AquaCell Technologies, Inc.
                                  -------------------------------
                                  Registrant



Date: November 12, 2002               /s/ Gary S. Wolff
                                  -------------------------------
                                   Name:  Gary S. Wolff
                                   Title: Chief Financial Officer

                                 8

<PAGE>

                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350
                     AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

       In  connection  with  the  Quarterly  Report  of  AquaCell
Technologies, Inc. (the "Company") on Form 10-QSB for  the  first
fiscal  quarter  ended  September 30,  2002  as  filed  with  the
Securities  and Exchange Commission (the "Report"), each  of  the
undersigned, in the capacities and on the dates indicated  below,
hereby  certifies pursuant to 18 U.S.C. Section 1350, as  adopted
pursuant to Section  906 of the Sarbanes-Oxley Act of 2002, that:

     1.   the Report fully complies with the requirements of
          Section  13(a) or 15(d) of the Securities Exchange  Act
          of 1934; and

    2.    the  information contained in the  Report  fairly
          presents,  in  all  material  respects,  the  financial
          condition and result of operations of the Company.


Date: November 12, 2002               /s/ James C. Witham
                                  -------------------------------
                                   Name:  James C. Witham
                                   Title: Chief Executive Officer


Date: November 12, 2002               /s/ Gary S. Wolff
                                  -------------------------------
                                   Name:  Gary S. Wolff
                                   Title: Chief Financial Officer

                                 9

<PAGE>

        CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14
      UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I,   James   C.  Witham,  Chief  Executive  Officer  of  AquaCell
Technologies, Inc., certify that:

1.   I  have  reviewed this quarterly report on  Form  10-QSB  of
     AquaCell Technologies, Inc.;

2.   Based  on  my  knowledge,  this quarterly  report  does  not
     contain any untrue statement of a material fact or omit to state
     a material fact necessary to make the statements made, in light
     of the circumstances under which such statements were made, not
     misleading with respect to the period covered by this quarterly
     report;

3.   Based  on my knowledge, the financial statements, and  other
     financial information included in this quarterly report, fairly
     present in all material respects the financial condition, results
     of operations and cash flows of the registrant as of, and for,
     the periods presented in this quarterly report;

4.   The   registrant's  other  certifying  officer  and  I   are
     responsible for establishing and maintaining disclosure controls
     and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
     14) for the registrant and we have:

     (a)  designed  such  disclosure controls and  procedures  to
          ensure  that  material  information  relating  to   the
          registrant, including its consolidated subsidiaries, is
          made  known  to  us  by others within  those  entities,
          particularly during the period in which this  quarterly
          report is being prepared;

     (b)  evaluated   the   effectiveness  of  the   registrant's
          disclosure controls and procedures as of a date  within
          90  days  of  the filing date of this quarterly  report
          (the "Evaluation Date"); and

     (c)  presented in this quarterly report our conclusions
          about the effectiveness of the disclosure controls and
          procedures based on our evaluation of the Evaluation Date;

5.   The   registrant's  other  certifying  officer  and  I  have
     disclosed,  based  on  our most recent  evaluation,  to  the
     registrant's  auditors  and  the  audit  committee  of   the
     registrant's  board of directors (or persons performing  the
     equivalent function):

     (a)  all significant deficiencies in the design or operation
          of  internal controls which could adversely affect  the
          registrant's ability to record, process, summarize  and
          report  financial  data  and have  identified  for  the
          registrant's   auditors  any  material  weaknesses   in
          internal controls; and

     (b)  any  fraud,  whether  or  not material,  that  involves
          management  or  other employees who have a  significant
          role in the registrant's internal controls; and

6.   The   registrant's  other  certifying  officer  and  I  have
     indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors
     that could significantly affect internal controls subsequent
     to  the  date  of our most recent evaluation, including  any
     corrective  actions with regard to significant  deficiencies
     and material weaknesses.

Date: November 12, 2002               /s/ James C. Witham
                                  -------------------------------
                                   Name:  James C. Witham
                                   Title: Chief Executive Officer

                                 10

<PAGE>

        CERTIFICATION PURSUANT TO RULE 13a-14 AND 15d-14
      UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Gary   S.   Wolff,   Chief  Financial  Officer   of   AquaCell
Technologies, Inc., certify that:

1.   I  have  reviewed this quarterly report on  Form  10-QSB  of
     AquaCell Technologies, Inc.;

2.   Based  on  my  knowledge,  this quarterly  report  does  not
     contain any untrue statement of a material fact or omit to state
     a material fact necessary to make the statements made, in light
     of the circumstances under which such statements were made, not
     misleading with respect to the period covered by this quarterly
     report;

3.   Based  on my knowledge, the financial statements, and  other
     financial information included in this quarterly report, fairly
     present in all material respects the financial condition, results
     of operations and cash flows of the registrant as of, and for,
     the periods presented in this quarterly report;

4.   The   registrant's  other  certifying  officer  and  I   are
     responsible for establishing and maintaining disclosure controls
     and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
     14) for the registrant and we have:


     (a)  designed  such  disclosure controls and  procedures  to
          ensure  that  material  information  relating  to   the
          registrant, including its consolidated subsidiaries, is
          made  known  to  us  by others within  those  entities,

          particularly during the period in which this  quarterly
          report is being prepared;

     (b)  evaluated   the   effectiveness  of  the   registrant's
          disclosure controls and procedures as of a date  within
          90  days  of  the filing date of this quarterly  report
          (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly report  our  conclusions
          about the effectiveness of the disclosure controls  and
          procedures  based on our evaluation of  the  Evaluation
          Date;

5.    The  registrant's  other  certifying  officer  and  I  have
      disclosed,  based  on our most recent evaluation,  to   the
      registrant's  auditors  and  the  audit  committee  of  the
      registrant's board  of   directors (or  persons  performing
      the  equivalent function):

     (a)  all significant deficiencies in the design or operation
          of  internal controls which could adversely affect  the
          registrant's ability to record, process, summarize  and
          report  financial  data  and have  identified  for  the
          registrant's   auditors  any  material  weaknesses   in
          internal controls; and

     (b)  any  fraud,  whether  or  not material,  that  involves
          management  or  other employees who have a  significant
          role in the registrant's internal controls; and

6.   The   registrant's  other  certifying  officer  and  I  have
     indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors
     that could significantly affect internal controls subsequent
     to  the  date  of our most recent evaluation, including  any
     corrective  actions with regard to significant  deficiencies
     and material weaknesses.


Date: November 12, 2002               /s/ Gary S. Wolff
                                  -------------------------------
                                   Name:  Gary S. Wolff
                                   Title: Chief Financial Officer

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