Changes are Blacklined (====)

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 Amendment No. 2 to 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.


Date: August 10, 2005                         /s/ Gary S. Wolff
             ==                            -----------------------------------
                                           Name:  Gary S. Wolff
                                           Title: Chief Financial Officer