SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-KSB/A
                                 Amendment No. 2
Annual  report  under section 13 or 15(d) of the Securities Exchange Act of 1934
for  the  fiscal  year  ended  December  31,  2002

                       Commission File Number:  000-16936

                                WorldWater Corp.
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

DELAWARE     33-0123045

(State  or  other  jurisdiction  of          (I.R.S.  Identification  Number)
Employer  corporation  or  organization)

55  Route  31  South,  Pennington,  NJ          08534

(Address  of  principal  executive  offices)     (Zip  Code)

Issuers  telephone  number  (609)  818-0700

Securities  registered  under  Section  12(b)  of  the  Exchange  Act:  None

Securities  registered  under  Section 12 (g) of the Exchange Act: Common Stock,
$0.001  par  value

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the Securities 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

Check  if  disclosure of delinquent filers in response to Item 405 of Regulation
S-B  is  not contained in this form, and no disclosure will be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in  Part ll of this Form 10-KSB or any amendment to
this  form  10-KSB.  [X]

The  issuers  revenue  for  its  most  recent  fiscal  year  was  $643,541.

On  June  24,  2003  the  aggregate  market  value  of  the voting stock held by
non-affiliates  of  the  registrant  was  approximately  $8,085,091.

As  of  June 24, 2003 the Registrant had outstanding 50,427,552 shares of Common
Stock  and  677,778  shares  of  Preferred  Stock.


                                EXPLANATORY NOTE

This  Amendment  on Form 10-K/A constitutes Amendment No. 2 to our Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2002, which was filed with
the  Securities and Exchange Commission (the "Commission") on March 31, 2003, as
amended  by Amendment No.1 to Form 10-KSB which was filed with the Commission on
June  4,  2003. We are amending the disclosure set forth in Item 5 of Part II in
its  entirety.

PART  II.
---------

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS
-------------------------------------------------------------------------

(a)     Price  Range  of  Common  Stock.

WorldWater  Corp.'s  common stock is traded on the OTC Electronic Bulletin Board
and  is listed under the stock symbol "WWAT.OB". High and low bid quotations are
listed  below:


                            For  the  year  ended  December  31,  2002

                                   HIGH          LOW

First  Quarter                    $0.30          $0.12
Second  Quarter                   $0.28          $0.12
Third  Quarter                    $0.18          $0.12
Fourth  Quarter                   $0.19          $0.11



(b)     Holders  of  Common  Stock

As  of  March  28,  2003,  the  common  stock  price  was  $0.14  and there were
approximately  791  shareholders  of  record for the Company's common stock. The
number  of  record holders does not include holders whose securities are held in
street  name.

(c)     Dividends

The  Company  has not declared or paid, nor has it any intention to pay any cash
dividends  on  its  common  stock  in  the  foreseeable  future.

(d)     Redemption  Provisions  of  Preferred  Stock

The Company issued 0 and 66,667 shares in 2002 and 2001, respectively, of Series
A  7%  three  year Convertible Preferred Stock at $0.90 per share.  The Series A
Preferred  Shares are callable at $1.80 if the market bid price remains over the
call  level  for  20  days.

In November 2001 the Company converted 1,111,055 shares plus preferred dividends
of  $104,995  at  $0.25  per  share  for a total of 4,419,778 common shares.  In
accordance  with  SFAS  No.  84,  "Induced  Conversions  of Convertible Debt (an
Amendment  of  APB  Opinion  No. 26)", the Company recorded a charge to retained
earnings  of  $722,478.  The  charge  was  equal to the fair value of the common
stock  received  less  the  fair  value of the common stock that would have been
received  pursuant  to  the  original conversion terms of the Series A Preferred
Stock.  This  charge  was  recorded as accretion of preferred stock dividends on
the  accompanying  statement  of  operations  and as a component of the net loss
available  to  common  shareholders.


The  Company  will  pay  7% dividends annually on both the Series A and Series B
Preferred  Stock  based  on  its  per  share value as determined by the Board of
Directors  based  upon  the results of operations and the financial condition of
the  Company.

The  Series  A  and  Series  B preferred stock shares automatically convert into
common  shares  upon  expiration  at  the  end  of  three  years.


SALES  OF  RESTRICTED  SECURITIES  DURING  THE  FOURTH  QUARTER  2002

     In  October  2002 we issued 1,000,000 common stock shares for cash totaling
$100,000  and  attached warrants to purchase 500,000 common stock shares with an
exercise price of $0.10 and a two-year term to an accredited investor as defined
in Rule 501 of Regulation D in a transaction not involving a public offering and
therefore  exempt  from  registration  pursuant  to  the  Act.

     On  November  8, 2002, we entered into a Securities Purchase Agreement with
Millennium  3  Opportunity  Fund,  LLC.  Under  the  terms  of  the  purchase
agreement,  Millennium  acquired:

-     an  aggregate  of $500,000 principal  amount of our 10% Convertible  Notes
Due  2005  (using the original issue discount the effective interest rate is 32%
per  annum  and  $309,877  loan  value),  which are currently convertible at the
option  of  the  holder  at $0.14 per common share for an aggregate of 3,571,430
shares;

-     warrants  to purchase an aggregate of 1,190,500 shares of our common stock
at  an  exercise  price  of  $.20  per  share;  and

-     warrants  to purchase an aggregate of 1,190,500 shares of our common stock
at  an  exercise  price  of  $.50  per  share.

     The  notes  bear  interest  at  a  rate  of  10%  per  annum  payable
semi-annually  commencing  May  2003.  Interest  is payable in cash or shares of
our  common stock at  the  election  of  Millennium. The $.20 warrants contain a
cashless  exercise  provision,  but  otherwise  have the same rights as the $.50
warrants,  which  do not contain  a cashless exercise provision. Millennium also
had  the right to acquire up  to an additional $2,000,000 in principal amount of
our 10% Convertible Notes due  2005, prior to December 31, 2002.  Millennium did
not  exercise  its  right  to  acquire  the  additional  securities.

     We  also  entered  into  an Investor Rights Agreement with Millennium under
which Millennium has certain rights, including the right but not the obligation,
to  designate  one member of our board of directors, who shall also serve on our
compensation  committee and executive committee. As of this date, Millennium has
not  designated  a  board  member.

     We  are  registering the shares of common stock issuable upon conversion of
the  notes  and  exercise of the warrants beneficially owned by Millennium under
the  terms of a Registration Rights Agreement between us and Millennium.  In the
event  we  fail  to register the shares of common stock underlying the notes and
warrants  beneficially  owned  by  Millennium  pursuant  to  the  terms  of  the
Registration  Rights  Agreement,  the  conversion  price under the notes will be
lowered  as  set  forth  in  the  Registration  Rights  Agreement.

     The  sales  of securities described in this section were made to accredited
investors as defined in Rule 501 of Regulation D in transactions not involving a
public  offering  and  therefore  exempt  from registration pursuant to the Act.


Signatures

In  accordance  with section 13 or 15(d) of the Securities Exchange Act of 1934,
the  registrant  has  duly  caused this report to be signed on its behalf by the
undersigned,  thereunto  duly  authorized.

WorldWater  Corp.
(Registrant)

By:  /s/  Quentin  T.  Kelly                         Date:  June  25,  2003
----------------------------                                ---------------
Quentin  T.  Kelly,  Chairman/CEO


By:  /s/  Terri  Lyn  Harris                         Date:  June  25,  2003
----------------------------                                ---------------
Terri  Lyn  Harris,  Chief  Financial  Officer




CERTIFICATION  PURSUANT TO RULE 13-A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT
OF  1934,  AS  ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,  Quentin  T.  Kelly,  certify  that:

1.      I  have reviewed annual report on Form  10-KSB  of  WorldWater  Corp.;

2.     Based  on  my  knowledge,  this annual 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 annual
report;

3.     Based  my  knowledge,  the  financial  statements,  and  other  financial
information  included  in  this  annual  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 annual 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 the
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  annual  report  is  being  prepared;

        b.  evaluated  the effectiveness of the registrant's disclosure controls
and  procedures  as  of  a  date within 90 days prior to the filing date of this
annual  report  (the  "Evaluation  Date");  and

        c.  presented  in  this  annual  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  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  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
annual 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.


By:     /s/  Quentin  T.  Kelly
        -----------------------
NAME:  QUENTIN  T.  KELLY
Title:  Chief  Executive  Officer  and  Chairman  of  the  Board

Dated:  June  25,  2003






CERTIFICATION  PURSUANT TO RULE 13-A-14 OR 15D-14 OF THE SECURITIES EXCHANGE ACT
OF  1934,  AS  ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,  Terri  Lyn  Harris,  certify  that:

1.      I  have  reviewed this annual report on Form 10-KSB of WorldWater Corp.;

2.     Based  on  my  knowledge,  this annual 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 annual
report;

3.     Based  my  knowledge,  the  financial  statements,  and  other  financial
information  included  in  this  annual  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 annual 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 the
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  annual  report  is  being  prepared;

        b.  evaluated  the effectiveness of the registrant's disclosure controls
and  procedures  as  of  a  date within 90 days prior to the filing date of this
annual  report  (the  "Evaluation  Date");  and

        c.  presented  in  this  annual  report  our  conclusions  about  the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  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  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
annual 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.

By:     /s/  Terri  Lyn  Harris
        -----------------------
NAME:   TERRI  LYN  HARRIS
Title:  Chief  Financial  Officer

Dated:  June  25,  2003




EXHIBIT  INDEX

99.1     Certification  Pursuant  to 18 U.S.C. Section 1350, as Adopted Pursuant
to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.

99.2     Certification  Pursuant  to 18 U.S.C. Section 1350, as Adopted Pursuant
to  Section  906  of  the  Sarbanes-Oxley  Act  of  2002.



<PAGE>

Exhibit  99.1


CERTIFICATION  OF  CHIEF  EXECUTIVE  OFFICER
PURSUANT  TO  18  U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY  ACT  OF  2002

     I, Quentin T. Kelly certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906  of  the  Sarbanes-Oxley Act of 2002, that the Annual
Report  of  WorldWater Corp. on Form 10-KSB for the annual period ended December
31,  2002 fully complies with the requirements of Section 13(a) and 15(d) of the
Securities  and  Exchange  Act  of  1934  and that information contained in such
Annual  Report  on  Form  10-KSB  fairly  presents  in all material respects the
financial  condition  and  results  of  operation  of  WorldWater  Corp.



By:     /s/  Quentin  T.  Kelly
        -----------------------
NAME:   QUENTIN  T.  KELLY
Title:  Chief  Executive  Officer  and  Chairman  of  the  Board

Dated:  June  25,  2003


<PAGE>

Exhibit  99.2

CERTIFICATION  OF  CHIEF  FINANCIAL  OFFICER
PURSUANT  TO  18  U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY  ACT  OF  2002

I,  Terri  Lyn  Harris  certify,  pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906  of  the  Sarbanes-Oxley Act of 2002, that the Annual
Report  of  WorldWater Corp. on Form 10-KSB for the annual period ended December
31,  2002 fully complies with the requirements of Section 13(a) and 15(d) of the
Securities  and  Exchange  Act  of  1934  and that information contained in such
Annual  Report  on  Form  10-KSB  fairly  presents  in all material respects the
financial  condition  and  results  of  operation  of  WorldWater  Corp.



By:     /s/  Terri  Lyn  Harris
        -----------------------
NAME:   TERRI  LYN  HARRIS
Title:  Chief  Financial  Officer

Dated:  June  25,  2003