Exhibit 31.2


        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  and  Principal
Accounting  Officer  of  the Registrant,  AquaCell  Technologies,
Inc., certify that:

     1.   I have reviewed this Form 10-KSB of the Registrant;

     2.   Based on my knowledge, this 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 report;

     3.   Based  on  my knowledge, the financial statements,  and
other  financial  information included  in  this  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 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-15(e)  and
15d-15(e)) for the Registrant 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 Registrant, including  its
          consolidated  subsidiaries, is  made  known  to  us  by
          others  within those entities, particularly during  the
          period in which this 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   Registrant's
          disclosure  controls and procedures  and  presented  in
          this 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 Registrant's
          internal control over financial reporting that occurred
          during the Registrant's most recent fiscal quarter (the
          Registrant's fourth fiscal quarter in the  case  of  an
          annual  report)  that has materially  affected,  or  is
          reasonably    likely   to   materially   affect,    the
          Registrant's internal control over financial reporting;
          and

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

     (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 Registrant'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  Registrant's  internal  control   over
          financial reporting.

Dated:  September 28, 2004   By: /s/ Gary S. Wolff
                                 --------------------------------
                                     Gary S. Wolff
                                     Chief Financial Officer &
                                     Principal Accounting Officer