Exhibit 14.0

                          AQUACELL TECHNOLOGIES, INC.
                                 CODE OF ETHICS

1. Introduction

The Board of Directors of AquaCell Technologies, Inc. has
adopted this code of ethics (the "Code"), which is applicable to all
directors, officers and employees to:

*   promote honest and ethical conduct, including the ethical handling
of actual or apparent conflicts of interest between personal and
professional relationships;

*   promote the full, fair, accurate, timely and understandable
disclosure in reports and documents that the Company files with,
or submits to, the SEC, as well as in other public communications
made by or on behalf of the Company;

*   promote compliance with applicable governmental laws, rules and
regulations;

*   deter wrongdoing; and

*   require prompt internal reporting of breaches of, and accountability
for adherence to, this Code.

This Code may be amended only by resolution of the Company's
Board of Directors.  In this Code, references to the "Company" means
AquaCell Technologies, Inc. (the "Parent") and, in appropriate context,
the Parent's subsidiaries.


2. Honest, Ethical and Fair Conduct

Each person owes a duty to the Company to act with integrity.
Integrity requires, among other things, being honest, fair and candid.
Deceit, dishonesty and subordination of principle are inconsistent with
integrity.  Service to the Company never should be subordinated to
personal gain and advantage.
Each person must:

*   Act with integrity, including being honest and candid while still
maintaining the confidentiality of the Company's information
where required or in the Company's interests.

*   Observe all applicable governmental laws, rules and regulations.

*   Comply with the requirements of applicable accounting and
auditing standards, as well as Company policies, in the
maintenance of a high standard of accuracy and completeness in
the Company's financial records and other business-related
information and data.

*   Adhere to a high standard of business ethics and not seek
competitive advantage through unlawful or unethical business
practices.

*   Deal fairly with the Company's customers, suppliers, competitors
and employees.

*   Refrain from taking advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of
material facts or any other unfair-dealing practice.

*   Protect the assets of the Company and ensure their proper use.

*   Refrain from taking for themselves personally opportunities that
are discovered through the use of corporate assets or using
corporate assets, information or position for general personal gain
outside the scope of employment with the Company.

*   Avoid conflicts of interest wherever possible.  Anything that would
be a conflict for a person subject to this Code also will be a conflict
if it is related to a member of his or her family or a close relative.
Examples of conflict of interest situations include, but are not
limited to, the following:

     *   any significant ownership interest in any supplier or
customer;

     *   any consulting or employment relationship with any
customer, supplier or competitor;

     *   any outside business activity that detracts from an
individual's ability to devote appropriate time and attention
to his or her responsibilities with the Company;

     *   the receipt of any money, non-nominal gifts or excessive
entertainment from any company with which the Company
has current or prospective business dealings;

     *   being in the position of supervising, reviewing or having
any influence on the job evaluation, pay or benefit of any
close relative;

     *   selling anything to the Company or buying anything from
the Company, except on the same terms and conditions as
comparable officers or directors are permitted to so
purchase or sell; and

     *   any other circumstance, event, relationship or situation in
which the personal interest of a person subject to this Code
interferes - or even appears to interfere - with the interests
of the Company as a whole.


3. Disclosure

The Company strives to ensure that the contents of and the
disclosures in the reports and documents that the Company files with the
Securities and Exchange Commission (the "SEC") and other public
communications shall be full, fair, accurate, timely and understandable in
accordance with applicable disclosure standards, including standards of
materiality, where appropriate.  Each person must;

*   not knowingly misrepresent, or cause others to misrepresent, facts
about the Company to others, whether within or outside the
Company, including to the Company's independent auditors,
governmental regulators, self-regulating organizations and other
governmental officials, as appropriate; and

*   in relation to his or her area of responsibility, properly review and
critically analyze proposed disclosure for accuracy and
completeness.

In addition to the foregoing, the Chief Executive Officer of Parent
and each subsidiary of Parent, the Chief Financial Officer of Parent and
each subsidiary, and each other person that typically is involved in the
financial reporting of the Company must familiarize himself or herself
with the disclosure requirements applicable to the Company as well as the
business and financial operations of the Company.

Each person must promptly bring to the attention of the Chairman
of the Audit Committee of Parent's Board of Directors any information he
or she may have concerning (a) significant deficiencies in the design or
operation of internal and/or disclosure controls which could adversely
affect the Company's ability to record, process, summarize and report
financial data or (b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
Company's financial reporting, disclosures or internal controls.


4. Compliance

It is the Company's obligation and policy to comply with all
applicable governmental laws, rules and regulations.  It is the personal
responsibility of each person to, and each person must, adhere to the
standards and restrictions imposed by those laws, rules and regulations,
including those relating to accounting and auditing matters.


5. Reporting and Accountability

The Audit Committee of the Board of Directors of Parent is
responsible for applying this Code to specific situations in which questions
are presented to it and has the authority to interpret this Code in any
particular situation.  Any person who becomes aware of any existing or
potential breach of this Code is required to notify the Chairman of the
Audit Committee promptly.  Failure to do so is itself a breach of this
Code

Specifically, each person must:

*   Notify the Chairman of the Audit Committee promptly of any
existing or potential violation of this Code.

*   Not retaliate against any other person for reports of potential
violations that are made in good faith.

The Company will follow the following procedures in
investigating and enforcing this Code and in reporting on the Code:

*   The Audit Committee will take all appropriate action to investigate
any breaches reported to it.

*   If the Audit Committee determines that a breach has occurred, it
will inform the Board of Directors.

*   or authorize such disciplinary or preventive action as it deems
appropriate, after consultation with the Audit Committee and
General Counsel, up to and including dismissal or, in the event of
criminal or other serious violations of law, notification of the SEC
or other appropriate law enforcement authorities.

No person following the above procedure shall, as a result of
following such procedure, be subject by the Company or any officer or
employee thereof to discharge, demotion suspension, threat, harassment
or, in any manner, discrimination against such person in terms and
conditions of employment.


6. Waivers and Amendments

Any waiver (defined below) or an implicit waiver (defined below)
from a provision of this Code for the principal executive officer, principal
financial officer, principal accounting officer or controller, and persons
performing similar functions or any amendment (as defined below) to this
Code is required to be disclosed in the Company's Annual Report on Form
10-K or in a Current Report on Form 8-K filed with the SEC.
A "waiver" means the approval by the Company's Board of
Directors of a material departure from a provision of the Code.  An
"implicit waiver" means the Company's failure to take action within a
reasonable period of time regarding a material departure from a provision
of the Code that has been made known to an executive officer of the
Company.  An "amendment" means any amendment to this Code other
than minor technical, administrative or other non-substantive amendments
hereto.

All persons should note that it is not the Company's intention to
grant or to permit waivers from the requirements of this Code.  The
Company expects full compliance with this Code.


7. Other Policies and Procedures

Any other policy or procedure set out by the Company in writing
or made generally known to employees, officers or directors of the
Company prior to the date hereof or hereafter are separate requirements
and remain in full force and effect.


8. Inquiries

All inquiries and questions in relation to this Code or its
applicability to particular people or situations should be addressed to
Karen Laustsen, President.