EXHIBIT 31.2

       CERTIFICATION PURSUANT TO RULE 13a-14(a)/ 15d-14(a)
      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 small business issuer as of,
and for, the periods presented in this quarterly report;

4.    The small business issuer's other certifying officer and  I
are   responsible   for  establishing and maintaining  disclosure
controls  and  procedures (as defined in Exchange Act Rules  13a-
15(e)  and   15d-15(e))  and  internal   control  over  financial
reporting (as defined in Exchange Act  Rules  13a-15(f) and  15d-
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  our  supervision,  to ensure that  material  information
  relating   to   the   small  business  issuer,  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)      Designed  such  internal  control  over   financial
  reporting,  or  caused  such internal  control  over  financial
  reporting  to  be  designed under our supervision,  to  provide
  reasonable  assurance  regarding the reliability  of  financial
  reporting  and  the  preparation of  financial  statements  for
  external   purposes  in  accordance  with  generally   accepted
  accounting principles;

     (c)   Evaluated  the  effectiveness of  the  small  business
  issuer's  disclosure controls and procedures and  presented  in
  this  quarterly report our conclusions about the  effectiveness
  of  the  disclosure controls and procedures, as of the  end  of
  the  period  covered by this report based on  such  evaluation;
  and

     (d)     Disclosed  in this report any change  in  the  small
  business  issuer's  internal control over  financial  reporting
  that  occurred during the small business issuer's  most  recent
  fiscal  quarter that has materially affected, or is  reasonably
  likely  to  materially  affect,  the  small  business  issuer's
  internal control over financial reporting; and

5.    The   small business issuer's other  certifying officer and
I  have disclosed,  based  on  our  most  recent  evaluation   of
internal   control   over  financial  reporting,  to  the   small
business   issuer's  auditors  and the  audit  committee  of  the
small   business  issuer's   board   of  directors  (or   persons
performing the equivalent function):

     (a)     All significant deficiencies and material weaknesses
  in  the  design or operation of internal control over financial
  reporting  which are reasonably likely to adversely affect  the
  small  business issuer's ability to record, process,  summarize
  and report financial information; and

     (b)     Any  fraud, whether or not material,  that  involves
  management  or other employees who have a significant  role  in
  the  small  business issuer's internal control  over  financial
  reporting.

Dated: February 13, 2004          /s/ Gary S. Wolff
                                ---------------------------------
                                Name: Gary S. Wolff
                                Title: Chief Financial Officer