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 December 31, 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      8,701,224 shares issued and
                                   outstanding as of February 10, 2003.

   Transitional Small Business Disclosure Format (check one):

   Yes _____   No __X__


<PAGE>

                   AQUACELL TECHNOLOGIES, INC.

                           FORM 1O-QSB

             FOR THE QUARTER ENDED DECEMBER 31, 2002

                        TABLE OF CONTENTS



                  PART 1- FINANCIAL INFORMATION

                                                                        PAGE
Item 1 Financial Statements:

       Condensed Consolidated Balance Sheet as of December 31,2002.....  1

       Condensed Consolidated Statements of Operations for the
       three and six month periods ended December 31, 2002 and 2001....  2

       Condensed Consolidated Statements of Cash Flow for the
       six month periods ended December 31, 2002 and 2001..............  3

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

Item 2 Managements Discussion and Analysis:............................  7

       Forward-Looking Statements......................................  7

       Overview........................................................  7

       Results of Operations...........................................  7

       Liquidity and Capital Resources.................................  8


                   PART II- OTHER INFORMATION


Item 4 Submission of Matters to a Vote of Security Holders.............  9

Item 6 Exhibits and Reports on Form 8-K................................  9

Signature..............................................................  9


                                i

<PAGE>

               AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED BALANCE SHEET
                             December 31, 2002
                                (Unaudited)
ASSETS
Current assets:
     Cash........................................................ $       2,000
     Notes receivable, including accrued interest of $57,000.....       294,000
     Accounts receivable, net of allowance of $4,000.............       449,000
     Inventories.................................................       112,000
     Prepaid expenses and other current assets...................       101,000
                                                                  --------------
          Total current assets ..................................       958,000
                                                                  --------------

Property and equipment, net .....................................        54,000
                                                                  --------------
Other assets:
     Goodwill....................................................     1,114,000
     Investments.................................................       274,000
     Patents, net ...............................................       109,000
     Security deposits ..........................................        14,000
                                                                  --------------
          Total other assets ....................................     1,511,000
                                                                  --------------
                                                                  $   2,523,000
                                                                  --------------
                                                                  --------------

LIABILITIES
Current liabilities:
     Accounts payable ........................................... $     747,000
     Accrued expenses ...........................................       330,000
     Loans payable to finance company............................       282,000
     Customer deposits...........................................        32,000
     Current portion of long-term debt...........................         4,000
     Loans payable to related parties............................        68,000
                                                                  --------------
          Total current liabilities                                   1,463,000

Loan-term debt, net of current portion...........................         5,000
                                                                  --------------
          Total liabilities......................................     1,468,000
                                                                  --------------
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; 8,601,224 shares
     issued and outstanding......................................         9,000
Additional paid-in capital.......................................    12,833,000
Accumulated deficit..............................................   (11,250,000)
                                                                  --------------
                                                                      1,592,000
Unamortized deferred compensation................................      (537,000)
                                                                  --------------
          Total stockholders' equity.............................     1,055,000
                                                                  --------------
                                                                  $   2,523,000
                                                                  --------------
                                                                  --------------

    See notes to condensed consolidated financial statements.

                                1

<PAGE>

<TABLE>
                         AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
                        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                         (Unaudited)
<CAPTION>
                                           Three Months Ended           Six Months Ended
                                              December 31,                December 31,
                                       --------------------------  --------------------------
                                           2002          2001          2002          2001
                                       ------------  ------------  ------------  ------------
<S>                                    <C>           <C>           <C>           <C>
Revenue:
  Net sales........................... $   204,000   $    84,000   $ 1,134,000   $   152,000
  Rental income.......................       2,000         2,000         4,000         4,000
                                       ------------  ------------  ------------  ------------
                                           206,000        86,000     1,138,000       156,000
Cost of sales.........................     139,000        35,000       604,000        63,000
                                       ------------  ------------  ------------  ------------
Gross profit..........................      67,000        51,000       534,000        93,000
                                       ------------  ------------  ------------  ------------

Selling, general and
  administrative expenses:
    Salaries and wages................     283,000       234,000       593,000       467,000
    Legal, accounting and other
      professional expenses...........      30,000       104,000       104,000       267,000
    Stock based compensation..........      55,000       260,000       100,000       450,000
    Impairment loss on investment in
      Corbett Water Technologies, Inc.           -     1,226,000             -     1,226,000
  Other...............................     245,000       273,000       522,000       517,000
                                       ------------  ------------  ------------  ------------
                                           613,000     2,097,000     1,319,000     2,927,000
                                       ------------  ------------  ------------  ------------
Loss from operations before other
  (expense) income....................    (546,000)   (2,046,000)     (785,000)   (2,834,000)
                                       ------------  ------------  ------------  ------------
Other (expense) income:
  Interest expense....................     (18,000)            -       (22,000)            -
  Interest income.....................      14,000        35,000        32,000        75,000
  Other income........................           -       100,000             -       100,000
                                       ------------  ------------  ------------  ------------
                                            (4,000)      135,000        10,000       175,000
                                       ------------  ------------  ------------  ------------
Net loss attributable to common
  stockholders.......................  $  (550,000)  $(1,911,000)  $  (775,000)  $(2,659,000)
                                       ------------  ------------  ------------  ------------
                                       ------------  ------------  ------------  ------------
Net loss per common share---
  basic dilute.......................  $     (0.06)  $     (0.23)  $     (0.09)  $     (0.33)
                                       ------------  ------------  ------------  ------------
                                       ------------  ------------  ------------  ------------
Weighted average shares outstanding--
  basic and diluted..................     8,601,000     8,160,000     8,601,000    7,947,000
                                       ------------  ------------  ------------  ------------
                                       ------------  ------------  ------------  ------------
</TABLE>

    See notes to condensed consolidated financial statements.

                                2

<PAGE>

             AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)
                                                          Six Months Ended
                                                            December 31,
                                                     --------------------------
                                                         2002          2001
                                                     ------------  ------------
Cash flows from operating activities:
Net loss...........................................  $  (775,000)  $(2,659,000)
Adjustment to reconcile net loss to net cash
  used in operating activities;
    Impairment loss on investment in
      Corbett Water Technologies, Inc..............            -     1,226,000
    Stock based compensation.......................      100,000       459,000
    Depreciation and amortization..................       31,000        27,000
Changes in:
  Accounts receivable..............................     (258,000)      (31,000)
  Accrued interest receivable......................      (32,000)       27,000
  Prepaid expenses and other current assets........      115,000         1,000
  Inventories......................................      (10,000)       (2,000)
  Accounts payable.................................       29,000       222,000
  Accrued expenses.................................      416,000       130,000
  Customer deposits................................       16,000             -
                                                     ------------  ------------
    Net cash used in operating activities..........     (368,000)     (600,000)
                                                     ------------  ------------
Cash flows from investing activities:
  Notes issued for purchase of property and
    equipment, net of payments.....................        9,000             -
  Collections on notes receivable..................            -       317,000
  Purchase of property and equipment...............      (11,000)       (4,000)
                                                     ------------  ------------
    Net cash provided by (used in) investing
      activities...................................       (2,000)      313,000
                                                     ------------  ------------
Cash flows from financing activities:
  Proceeds of loans from finance company...........      438,000             -
  Payments on loans from finance company...........     (156,000)            -
  Loans and advances from related parties, net.....       39,000        (4,000)

    Net cash provided by (used in)
      financing activities.........................      321,000        (4,000)
                                                     ------------  ------------

Decrease in cash...................................  $   (49,000)  $  (291,000)
Cash, beginning of period..........................        51,000      298,000
                                                     ------------  ------------
Cash, end of period................................  $      2,000  $     7,000
                                                     ------------  ------------
                                                     ------------  ------------

Supplemental disclosure of cash flow information:
  Cash paid for interest...........................  $    10,000   $         -

Supplemental schedule of non-cash investing
  and financing activities:
    Issuance of common stock in connection
      with investment..............................  $         -   $ 1,500,000
    Issuance of common stock and warrants for
      services to the company......................  $    43,000   $   525,000
    Principal payments on notes receivable by
       conversion of accrued officers salaries.....      284,000   $         -
    Retirement of 82,422 shares of treasury stock..  $   251,000   $         -


    See notes to condensed consolidated financial statements.

                                3

<PAGE>

          AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                  December 31, 2002 (Unaudited)


NOTE A - BASIS OF PRESENTATION

      The  accompanying consolidated financial statements include
the  accounts  of the company 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  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
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 six months ended December 31,  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  December  31,  2002,  the notes  receivable  consist  of
$50,000  from  a  non-affiliated party  and  $552,000  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.
Officers/stockholders of Aquacell, have personally guaranteed  up
to  $1,750,000  of  the  notes  and have  offered  as  collateral
designated assets and have paid $852,000 in principal and $32,000
in  interest  through contribution of salaries in the  amount  of
$633,000  and surrender of 82,422 shares of the Company's  common
stock,  valued  at $251,000, at December 31, 2002.   Such  shares
were  recorded  as treasury stock and retired by the  Company  at
December     31,    2002.     During    December     2002     the
officers/stockholders  contributed  accrued   salaries   totaling
$131,000  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 December 31, 2002 amounted to $7,000 from  a  non-
affiliated   party   and   $50,000   from   non-director/employee
stockholders and entities owned by them.


NOTE C - INVENTORIES

     Inventories consist of the following at December 31, 2002:

          Raw materials.........................   $  80,000
          Work in progress......................      32,000
                                                   ----------
                                                   $ 112,000
                                                   ----------
                                                   ----------

                                4
<PAGE>

          AQUACELL TECHNOLOGIES, INC. AND SUBSIDIARIES

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                  December 31, 2002 (Unaudited)


NOTE D - PROPERTY AND EQUIPMENT

     Property and equipment is summarized as follows at December
31, 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.................   228,000
                                                      ----------
                                                      $  54,000
                                                      ----------
                                                      ----------

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  December 31, 2002 the loans payable to related  parties
consist of unsecured demand interest free loans of $68,000.


NOTE G - LONG TERM DEBT

       At  December  31,  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:

    Twelve  months ending  December 31, 2003...........  $ 4,000
                           December 31, 2004...........    4,000
                           December 31, 2005...........    1,000
                                                         -------
                                                         $ 9,000
                                                         -------
                                                         -------

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 six months ended
December 31, 2002 was $18,000.

     On  December  4, 2002 stockholders approved the adoption  of
the  Company's 2002 Directors Stock Option Plan.  The plan covers
an  aggregate of 500,000 shares of the Company's common stock for
non-employee directors.

                                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  six  months ended December 31, 2002  we  increased
revenues by 629% to $1,138,000 while cutting our per share losses
by  73%  and  decreasing our selling, general and  administrative
expenses  by  55% to $1,319,000.  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 that sales of Purific coolers will continue
to  grow  with  an  increase of sales in our other  products  and
emerging product lines.

     During late September, Corbett Water Technologies, Inc., the
exclusive  distributor  of  our  Purific  Water  Cooler,  made  a
decision  to  restructure  its  business model, reduced its sales
staff and has not implemented a plan for national  marketing,  as
was  the  clear  intent of our Distribution  Agreement.  We   are
restructuring   our   exclusive   relationship  with  Corbett  to
allow us to implement a national marketing  program.

Results of Operations

     During  the  six  months  ended  December  31,  2002  on   a
consolidated  basis, we increased revenues by 629% to  $1,138,000
as  compared to $156,000 for the similar period of the  preceding
year.   Net loss on a consolidated basis for the six months ended
December  31, 2002 was decreased by 71% to $775,000 or $0.09  per
share, as compared to $2,659,000 or $0.33 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  selling, general and administrative expenses of $1,608,000 or
55%.

     Operating  expenses  consisting of salaries  and  wages  and
other selling, general and administrative expenses, exclusive  of
depreciation and amortization of $31,000 were $1,084,000 for  the
six  months  ended December 31, 2002 as compared to $957,000  for
the comparable six months of the prior year.  In addition, legal,
accounting  and  other professional expenses for the  six  months
ended  December 31, 2002 were $104,000 compared to  $267,000  for
the  six  months  ended December 31, 2001.   This  reduction  was
partially  attributable to a net reduction of $55,000 in  accrued
consulting  fees  written  off.   Stock  based  compensation  was
$100,000  for the six months ended December 31, 2002 as  compared
to $450,000 for the same period of the prior year.

                                6

<PAGE>

Liquidity and Capital Resources

     During  the  six months ended December 31, 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 $39,000 during the
period.

     Cash used by operations during the six months ended December
31,  2002 amounted to $368,000. Net loss of $775,000 was  reduced
by  non-cash  stock based compensation in the amount of  $100,000
and  depreciation  and  amortization of $31,000.   Cash  used  by
operations  was  further  increased by an  increase  in  accounts
receivable  in the amount of $258,000 and decreased  by  accounts
payable and accrued expenses in the amount of $445,000.  Net loss
was   further  decreased  by  net  changes  in  accrued  interest
receivable,  prepaid expenses, customer deposits, and inventories
amounting to $89,000.

      During January 2003, the Company  borrowed $100,000 from an
unrelated party at 18% interest for a  period of ninety days.  As
consideration  for the  availability  of short term financing the
Company  granted  the Lender  100,000 shares  of  its  restricted
common stock.

      We  have granted warrants, subsequent to our initial public
offering  in connection with consulting, marketing, and financing
agreements  that  may  generate  additional  capital  of  up   to
approximately $5,500,000 if exercised.

     Cash  used  in investing activities during six months  ended
December  31,  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 $284,000,  which  consisted  of
accrued officers' salaries, reduced the balance on the $1,750,000
installment notes receivable to $460,000 at December 31, 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 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     During  the period covered by this Report on Form 10-QSB the
Company held  its annual  meeting of  stockholders on December 4,
2002 and  the following  matters  were  submitted  to  a  vote of
security holders through the solicitation of proxies:

     (a)  A matter voted upon at the  meeting was the election of
          two Company  directors,  to wit,  Karen B. Laustsen and
          Dr.  William   DiTuro.    The   Company's  three  other
          directors,   namely   James   C.   Witham,   Glenn   A.
          Bergenfield, and Gary S. Woff continued in office after
          the meeting.  In addition, the appointment of Wolinetz,
          Lafazan  &  Company,  PC  as  the Company's independent
          auditors  and   the  adoption  of  the  Company's  2002
          Directors  Stock  Option  Plan were other matters voted
          upon at the meeting.

     (b)  The   election  of  Ms.  Laustsen  and  Dr.  DiTuro  as
          directors  was  voted upon at the meeting.  Each of the
          nominees  received 6,411,753 votes in favor of election
          and no votes abstained. Wolinetz, Lafazan & Company, PC
          was  elected  as  the  Company's  independent  auditors
          receiving  6,378,252  votes and 10,232 votes abstained.
          The 2002 Directors  Stock Option Plan was voted upon at
          the meeting and  was  passed  receiving 4,307,149 votes
          and 115,250 abstained.  There were no  broker non-votes
          recorded.

ITEM 6.   EXHIBITS AND 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: February 14, 2003           /s/ Gary S. Wolff
                                  ------------------------------
                                  Gary S. Wolff
                                  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 second
fiscal  quarter  ended  December  31,  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: February 14, 2003               /s/ James C. Witham
                                  -------------------------------
                                   Name:  James C. Witham
                                   Title: Chief Executive Officer


Date: February 14, 2003               /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: February 14, 2003               /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: February 14, 2003               /s/ Gary S. Wolff
                                  -------------------------------
                                   Name:  Gary S. Wolff
                                   Title: Chief Financial Officer

                                 11