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                                  SCHEDULE 14A

                                 (RULE 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934


Filed by the registrant   [_]
Filed by a party other than the registrant   [X]


Check the appropriate box:

[X]  Preliminary proxy statement. (AMENDMENT)
[_]  Confidential, for use of the Commission only
     (as permitted by Rule 14a-6(e)(2)).
[_]  Definitive proxy statement.
[_]  Definitive additional materials.
[_]  Soliciting material under Rule 14a-12.


                          AQUACELL TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
             (Name of Registrant as Specified in Its Charter)


                              HAROLD W. PAUL, LLC
--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)




Payment of filing fee (check the appropriate box):

[X]  No fee required.

[_]  Fee computed on table below per Exchange Act  Rules 14a-6(i)(1) and 0-11.

     (1)   Title  of  each class of securities  to  which transaction applies:

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     (2)    Aggregate  number  of  securities  to  which transaction applies:

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     (3)  Per  unit  price or other underlying  value  of transaction computes
          pursuant to Exchange Act Rule 0-11 (set forth  the amount on which the
          filing fee is calculated  and state how it was determined):

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     (4)  Proposed maximum aggregate value of transaction:

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     (5)  Total fee paid:

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[_]  Fee  paid  previously  with  preliminary materials.

[_]  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously. Identify the previous filing by registration statement
     number, or the form or schedule and the date of its filing.

     (1)  Amount Previously Paid:

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     (2)  Form, Schedule or Registration Statement No.:

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     (3)  Filing Party:

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     (4)  Date Filed:

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                   AQUACELL TECHNOLOGIES, INC.

                     10410 TRADEMARK STREET
                   RANCHO CUCAMONGA, CA 91730
                   __________________________

                            NOTICE OF
                 ANNUAL MEETING OF STOCKHOLDERS
                    _________________________

                        November 25, 2003
                    _________________________


       NOTICE  IS  HEREBY  GIVEN  that  the  Annual  Meeting   of
Stockholders  ("Annual Meeting") of AquaCell  Technologies,  Inc.
(the  "Company") will be held at The Center Club, 650 Town Center
Drive,  Costa Mesa,  California  92626  on  November 25, 2003, at
11:00  a.m.,  for  the  following  purposes,  all  as  more fully
described  in the attached Proxy Statement:

      1.   To elect two directors to serve for the ensuing three-
year period and until their successors are elected and qualified;

      2.   To  ratify  the  appointment  of Wolinetz,  Lafazan  &
Company, PC as independent accountants for 2004;

      3.   To  ratify the issuance of  1,703,031 shares of common
stock  in   connection  with  a  private  placement completed  in
September, 2003 to comply with AMEX Rule 713.

      4.   To   ratify  the  amendment  of   the  Company's  1998
Incentive Stock Plan; and

      5.   To   transact  such  other  business  as  may properly
come before the meeting and any and all adjournments thereof.

      The  Board of Directors has fixed the close of business  on
October  3,  2003,  as the record date for the  determination  of
stockholders entitled to notice of, and to vote at,  the  meeting
or any adjournment thereof.

      You  are  earnestly requested to date, sign and return  the
accompanying  form  of proxy in the envelope  enclosed  for  that
purpose  (to  which no postage need be affixed if mailed  in  the
United States) whether or not you expect to attend the meeting in
person.  The proxy is revocable by you at any time prior  to  its
exercise and will not affect your right to vote in person in  the
event  you  attend  the meeting or any adjournment  thereof.  The
prompt return of the proxy will be of assistance in preparing for
the  meeting  and  your  cooperation  in  this  respect  will  be
appreciated.

                           By Order of the Board of Directors



                           Karen B. Laustsen, Secretary


Rancho Cucamonga, California
October 23, 2003



                   AQUACELL TECHNOLOGIES, INC.

                     10410 TRADEMARK STREET
                   RANCHO CUCAMONGA, CA 91730
                   __________________________

                         PROXY STATEMENT
                   __________________________

                 ANNUAL MEETING OF STOCKHOLDERS
                 TO BE HELD ON NOVEMBER 25, 2003
                   __________________________

      This Proxy Statement and the accompanying form of proxy  is
furnished   to   stockholders  of  AquaCell  Technologies,   Inc.
("Company")  in connection with the solicitation of  proxies,  in
the  accompanying form, by the Board of Directors of the  Company
for  use  in voting at the Annual Meeting of Stockholders  to  be
held  at  The  Center  Club, 650 Town Center Drive,  Costa  Mesa,
California 92626 on November 25, 2003, at 11:00 a.m., and  at any
and  all  adjournments thereof. Any proxy given pursuant to  this
solicitation  may be revoked by the person giving  it  by  giving
notice  to the Secretary of the Company in person, or by  written
notification  actually  received by the Secretary,  at  any  time
prior  to its being exercised. Unless otherwise specified in  the
proxy,  shares  represented by proxies  will  be  voted  FOR  the
election of the nominees listed herein.

      The  Company's  executive  offices  are  located  at  10410
Trademark Street, Rancho Cucamonga, CA 91730. On or about October
23,  2003,  this  Proxy  Statement and the accompanying  form  of
proxy,  together with a copy of the Annual Report of the  Company
for the fiscal year ended June 30, 2003, are to be mailed to each
stockholder  of  record at the close of business  on  October  3,
2003.

                        VOTING SECURITIES

      The  Board of Directors has fixed the close of business  on
October  3,  2003,  as the record date for the  determination  of
stockholders  entitled to notice of, and to vote at,  the  Annual
Meeting. Only stockholders of record at the close of business  on
that  date will be entitled to vote at the Annual Meeting or  any
and  all adjournments thereof. As of October 3, 2003, the Company
had issued and outstanding 10,454,255 shares of Common Stock, the
Company's  only  class  of  voting securities  outstanding.  Each
stockholder of the Company will be entitled to one vote for  each
share  of Common Stock registered in his name on the record date.
The  presence, in person or by proxy, of a majority of all of the
outstanding  shares of Common Stock constitutes a quorum  at  the
Annual Meeting. Proxies relating to "street name" shares that are
returned to the Company but marked by brokers as "not voted" will
be  treated  as  shares present for purposes of  determining  the
presence  of a quorum on all matters but will not be  treated  as
shares  entitled to vote on the matter as to which  authority  to
vote is withheld by the broker ("broker non-votes"). The election
of  directors requires a plurality vote of those shares voted  at
the  Annual  Meeting with respect to the election  of  directors.
"Plurality"  means that the individuals who receive  the  largest
number   of   votes   cast  "FOR"  are  elected   as   directors.
Consequently,  any  shares not voted "FOR" a  particular  nominee
(whether  as a result of a direction to withhold authority  or  a
broker non-vote) will not be counted in such nominee's favor. All
other  matters to be voted on will be decided by the  affirmative
vote  of a majority of the shares present or represented  at  the
Annual  Meeting  and  entitled to vote. On any  such  matter,  an
abstention  will  have the same effect as a  negative  vote,  but
because shares held by brokers will not be considered entitled to
vote  on  matters as to which the brokers withhold  authority,  a
broker  non-vote  will have no effect on the vote.   Stockholders
who  purchased  shares  of common stock  in  the  September  2003
private placement must abstain from voting on Proposal No. 3.

         The following table sets forth certain information as of
October 3, 2003 (on which date 10,454,255 shares of the Company's
Common Stock were outstanding), with respect to (i) those persons
or  groups known to the Company to beneficially own more than  5%
of  the  Company's Common Stock, (ii) each director and  nominee,
(iii) each executive officer whose compensation exceeded $100,000
in  fiscal 2003, and (iv) all directors and executive officers as
a  group.  The information is determined in accordance with  Rule
13d-3 promulgated under the Securities Exchange Act of 1934 based
upon information furnished by the persons listed or contained  in
filings made by them with the Securities and Exchange Commission.

                              1



Except  as indicated below, the stockholders listed possess  sole
voting and investment power with respect to their shares.

                                                  Shares of    Percentage of
                                                Common Stock    Common Stock,
                                                Beneficially    Warrants and
              Name and Address                      Owned          Options
---------------------------------------------   --------------  -------------

James C. Witham.............................     2,017,030 (1)     19.34%
10410 Trademark Street
Rancho Cucamonga, CA  91730

Karen B. Laustsen...........................       576,172          5.52%
10410 Trademark Street
Rancho Cucamonga, CA  91730

Gary S. Wolff...............................       488,367          4.68%
10410 Trademark Street
Rancho Cucamonga, CA  91730

Glenn A. Bergenfield........................       374,500 (2)(3)   3.52%
10410 Trademark Street
Rancho Cucamonga, CA  91730

Dr. William DiTuro..........................       337,500 (2)(4)   3.16%
10410 Trademark Street
Rancho Cucamonga, CA  91730

All officers and directors as agroup
(five persons)..............................     3,793,569         34.84%


(1)  Includes  an  aggregate  of  480,000  shares  owned  of  record
     by   Witham Group,  LLC  and  JW  Acquisitions,  LLC which  are
     entities  in  which Mr. Witham controls 100% of the outstanding
     equity.

(2)  Includes 75,000 options exercisable within 60 days.

(3)  Includes  75,000  series  A  convertible  preferred  shares and
     75,000  common  stock purchase warrants exercisable  within  60
     days.

(4)  Includes  80,000  series  A  convertible  preferred  shares and
     80,000  common  stock purchase warrants exercisable  within  60
     days.


                         PROPOSAL NO. 1
                      ELECTION OF DIRECTORS

     Our Restated Certificate of Incorporation provides for three
classes of directors.  Directors Witham and Bergenfield have been
appointed  to  Class  I  and  will serve  until  the  meeting  of
stockholders  in  2003; directors Laustsen and DiTuro  have  been
appointed  to  Class  II  and will serve  until  the  meeting  of
stockholders  in 2005; and director Wolff has been  appointed  to
Class III and will serve until the annual meeting of stockholders
in  2004.   After  these directors' terms expire,  newly  elected
directors  shall  serve  for  three year  terms  or  until  their
successors are duly elected and qualified.

      Two  persons will be elected at the Annual Meeting to serve
as  directors  for a term of three years. The Board of  Directors
has  nominated  James C. Witham and Glenn A. Bergenfield  as  the
candidates  for  election.  Unless  authority  is  withheld,  the
proxies solicited by the Board of Directors will be voted FOR the
election  of  these  nominees.  In case  either  nominee  becomes
unavailable  for  election to the Board of  Directors,  an  event
which  is not anticipated, the persons named as proxies, or their
substitutes, shall have full discretion and authority to vote  or
refrain  from  voting for any other candidate in accordance  with
their judgment.

                              2



Information About the Nominees

Name                        Age   Position
----                        ---   --------

James C. Witham............  62   Chairman of the Board and
                                  ChiefExecutive Officer

Glenn A. Bergenfield.......  50   Director


      Mr.  James  C. Witham founded AquaCell in March,  1997  and
serves  as  its Chairman and Chief Executive Officer.   Prior  to
founding AquaCell, Mr. Witham founded JW Acquisition Co. in  May,
1996 and served as its Chief Executive Officer until March, 1997.
From April, 1987 through May, 1996, Mr. Witham founded and served
as  Chairman,  Chief  Executive Officer  and  President  of  U.S.
Alcohol  Testing.  Mr. Witham also served as Chairman  and  Chief
Executive   Officer   of  U.S.  Alcohol's   two   publicly   held
subsidiaries, U.S. Drug Testing, Inc. and Good Ideas Enterprises,
Inc.   Mr.  Witham is the husband of Karen B. Laustsen, President
of AquaCell.

      Mr.  Glenn  A. Bergenfield has been a director of  AquaCell
since July 1997.  For the past fifteen years, Mr. Bergenfield has
been self-employed as a sole practitioner of law in the State  of
New  Jersey.   Mr.  Bergenfield served  as  a  director  of  U.S.
Alcohol,  and as a director of U.S. Drug Testing, Inc.  and  Good
Ideas Enterprises, Inc.

Information About the Other Directors and Executive Officers

     The Company's other directors and executive officers are as
follows:

Name                        Age   Position
----                        ---   --------

Dr. William DiTuro.........  48   Director

Karen B. Laustsen..........  43   President, Chief Operating Officer,
                                  Secretary and Director

Gary S. Wolff..............  65   Chief Financial Officer, Treasurer
                                  and Director

      Dr.  William  DiTuro has been a director of AquaCell  since
July   1997.   Dr.  DiTuro  has  been  self-employed  as  a  sole
practitioner of general pediatrics since 1986 and has served as a
clinical  instructor  of pediatrics at the  Robert  Wood  Johnson
Medical School.  Dr. DiTuro served as a director of U.S. Alcohol,
U.S. Drug Testing, Inc. and Good Ideas Enterprises, Inc.

      Ms.  Karen  B.  Laustsen is a founder of AquaCell  and  has
served as its President, Chief Operating Officer, Secretary,  and
as a Director since March, 1997.  Prior to founding AquaCell, Ms.
Laustsen served as President of JW Acquisition Co. from May, 1996
through  March,  1997.  From April, 1987 through May,  1996,  Ms.
Laustsen  served as Executive Vice President and  a  director  of
U.S.  Alcohol Testing of America, Inc.  Ms. Laustsen also  served
on  the  board of directors of U.S. Drug Testing, Inc.  and  Good
Ideas  Enterprises, Inc.  Ms. Laustsen is the wife  of  James  C.
Witham, Chairman of AquaCell.

     Mr. Gary S. Wolff is a founder of AquaCell and has served as
its  Treasurer,  Chief Financial Officer and as a Director  since
March,  1997.   Prior to founding AquaCell, Mr. Wolff  served  as
Chief  Financial  Officer  and  a director  of  U.S.  Alcohol,  a
publicly  held company from April, 1987 through July, 1996.   Mr.
Wolff also served as Chief Financial Officer and as a director of
U.S.  Drug Testing, Inc. and as Treasurer and a director of  Good
Ideas  Enterprises,  Inc.  He is licensed as a  Certified  Public
Accountant  in the States of New York and New Jersey  and  during
the  period  from  July, 1996 through March, 1997  he  was  self-
employed as a sole practitioner of accounting.

      The  executive officers of the Company are elected annually
by  the  Board  of Directors and serve at the discretion  of  the
Board.

      During  the fiscal year ended June 30, 2003, the  Company's
Board of Directors held 7 meetings.

                              3



      The  Board  of  Directors maintains an Executive  Committee
currently  consisting of directors Witham,  Laustsen  and  Wolff,
which  has all of the authority of the Board of Directors  except
as  limited  by  applicable law.  In addition we  have  an  Audit
Committee  and  a  Compensation Committee which are  required  to
consist of a majority of outside directors.  The Audit Committee,
currently   consisting  of  directors  Bergenfield  and   DiTuro,
oversees  actions taken by our independent auditors  and  reviews
our   internal  audit  controls.   The  Compensation   Committee,
currently consisting of directors Witham, Bergenfield and DiTuro,
reviews  the  compensation  levels of  our  employees  and  makes
recommendations to the Board regarding compensation.

Audit Committee Information and Report

      The  Company's audit committee was established in June 2000
and  is  currently  comprised of Glenn  Bergenfield  and  William
DiTuro. The audit committee met 2 times in the fiscal year  ended
June 30, 2003.

Audit Fees

      For the fiscal year ended June 30, 2003, the aggregate fees
billed  for professional services rendered for the audit  of  the
Company's  annual  financial statements and the  reviews  of  its
financial statements included in the Company's quarterly  reports
totaled approximately $51,000.

Financial Information Systems Design and Implementation Fees

      For the fiscal year ended June 30, 2003, there were no fees
billed  for  professional services by the  Company's  independent
auditors  rendered  in connection with, directly  or  indirectly,
operating or supervising the operation of its information  system
or managing its local area network.

All Other Fees

     For the fiscal year ended June 30, 2003, there were no other
fees billed by the Company's independent auditors.

Audit Committee Report

      Each  member  of  the audit committee  is  an  "independent
director" and is "financially literate" as defined under the Amex
listing   standards.  The  Amex  listing  standards   define   an
"independent  director"  generally as a  person,  other  than  an
officer of the company, who does not have a relationship with the
company  that  would  interfere with the director's  exercise  of
independent   judgment.  The  Amex's  listing  standards   define
"financially  literate"  as being able  to  read  and  understand
fundamental  financial statements (including a company's  balance
sheet, income statement and cash flow statement).

     Pursuant to the audit committee's written charter, which was
adopted  on  June 1, 2000, the audit committee's responsibilities
include, among other things:

     .    annually reviewing and reassessing the adequacy of  the
          committee's formal charter;

     .    reviewing the  annual audited financial statements with
          the Company's  management and its independent  auditors
          and the adequacy of its internal accounting controls;

     .    reviewing analyses prepared by the Company's management
          and  independent    auditors   concerning   significant
          financial   reporting  issues  and  judgments  made  in
          connection  with  the  preparation  of   its  financial
          statements;

     .    making recommendations concerning the engagement of the
          independent auditor;

     .    reviewing the independence of the independent auditors;


                              4



     .    reviewing  the  Company's   auditing   and   accounting
          principles and practices  with the independent auditors
          and   reviewing   major   changes   to its auditing and
          accounting principles and practices as suggested by the
          independent auditor or its management; and

     .    reviewing all  related party transactions on an ongoing
          basis for potential conflict of interest situations.

      The  Company's audit committee has met and held discussions
with   management   and  its  independent  auditors.   Management
represented  to  the  committee that the  Company's  consolidated
financial  statements were prepared in accordance with  generally
accepted  accounting principles, and the committee  has  reviewed
and   discussed   the  consolidated  financial  statements   with
management and the independent auditors. The committee  discussed
with  the  independent  auditors  the  matters  required  to   be
discussed   by   Statement   on   Auditing   Standards   No.   61
(Communication with Audit Committees). The Company's  independent
auditors  also  provided  the audit committee  with  the  written
disclosures required by Independence Standards Board Standard No.
1(Independence  Discussions  with  Audit  Committees)   and   the
committee  discussed with the independent auditors and management
the  auditors' independence, including with regard  to  fees  for
services  rendered  during the fiscal  year  and  for  all  other
professional  services  rendered  by  the  Company's  independent
auditors.  Based upon the committee's discussion with  management
and  the independent auditors and the committee's review  of  the
representations  of management and the report of the  independent
auditors  to the audit committee, the committee recommended  that
the Board of Directors include the audited consolidated financial
statements  in  its annual report on Form 10-KSB for  the  fiscal
year ended June 30, 2003.

                                   Glenn Bergenfield
                                   William DiTuro

Executive Compensation

           The  following table sets forth information concerning
compensation for the fiscal years indicated for services  in  all
capacities  awarded to, earned by or paid to the Company's  Chief
Executive   Officer  and  the  other  executive  officers   whose
compensation  was in excess of $100,000 during  the  fiscal  year
ended June 30, 2003.





                                                                                                     Long-Term
 Name and Principal Position                                       Annual Compensation              Compensation
------------------------------------------------------------  -----------------------------  -------------------------
                                                                                               Options    All Other
                                                              Year Salary($)(1)(2) Bonus($)   Granted(3) Compensation
                                                              ---- --------------- --------  ----------- ------------
                                                                                          
James C. Witham.............................................  2003      316,000       --          --          --
Chairman of the Board and Chief Executive Officer             2002      265,000       --          --          --
                                                              2001      196,000       --          --          --

Karen B. Laustsen...........................................  2003      190,000       --          --          --
President, Chief Operating Officer, Secretary and Director    2002      160,000       --          --          --
                                                              2001       99,000       --          --          --

Gary S. Wolff...............................................  2003      170,000       --          --          --
Treasurer, Chief Financial Officer and Director               2002      142,000       --          --          --
                                                              2001      103,000       --          --          --



(1)  Aggregate  salaries  actually  paid  in  fiscal  year 2003 were
     $109,000.   $567,000  of  accrued  and  unpaid  salaries   were
     utilized  to  pay  principal on certain notes  receivable  from
     third  parties that were personally guaranteed by the Company's
     executive officers.

(2)  All  of   the  salaries  actually  paid to the officers  during
     fiscal 2003 represented vacation pay.

(3)  No  options  were  granted  to  the executive officers  in  the
     last  fiscal  year.  The executive officers  do  not  hold  any
     options.

                              5



Employment Agreements

      On  February 12, 2001, we entered into five-year employment
agreements with each of Mr. Witham and Ms. Laustsen, and  a  two-
year  employment  agreement  with Mr.  Wolff  that  was  extended
through  June  30,  2005.   These  agreements  provide  for  base
salaries  of $265,000, $160,000, and $142,000, respectively,  and
also  provide  for  bonuses  to be paid  based  upon  established
financial   performance  targets.  Each   of   these   employment
agreements  contains  standard  noncompete,  confidentiality  and
benefit    provisions,   including   provisions   for   severance
compensation  in  the  event of a termination  without  cause  or
transactions  that  result in a change in  control  of  AquaCell.
Each  of  these contracts provide that after the first year,  the
base  salary amounts will be subject to increase by  50%  of  the
amount of any bonus, with such bonus to be based on net sales and
net  income  earned  during the prior year.   The  terms  of  the
employment agreements, including bonus criteria were reviewed and
approved by the Compensation Committee.

      The  following table sets forth certain information at June
30,  2003 with respect to the Company's equity compensation plans
that  provide for the issuance of options, warrants or rights  to
purchase the Company's securities.


Plan Category    Number of         Weighted-         Number of
                 Securities to     Average           Securities
                 be Issued upon    Exercise Price    Remaining
                 Exercise of       of Outstanding    Available for
                 Outstanding       Options,          Future Issuance
                 Options,          Warrants and      under Equity
                 Warrants and      Rights            Compensation
                 Rights                              Plans (excluding
                                                     securities
                                                     reflected in the
                                                     first column)
--------------   ---------------   ---------------   ----------------
Equity
Compensation
Plans
Approved by          476,000           $ 0.92             524,000
Security
Holders

Equity
Compensation
Plans
Approved by           30,000           $ 0.65             470,000
Security
Holders


Report  of the Compensation Committee Concerning Compensation  of
Executive Officers

      The  Compensation Committee of the Board of  Directors  met
once  during  the  2003  fiscal  year.   The  Committee  has  not
developed   a  formal  compensation  policy  for  the   Company's
executive officers.

      During 2003, Mr. Witham served as the Company's Chairman of
the  Board and Chief Executive Officer.  The compensation package
provided to Mr. Witham and the other executive officers are based
upon five (5) year and two (2) year employment agreements.

      Bonus compensation, if any, to executive officers is  based
generally   upon  the  Company's  fiscal  performance   and   the
availability  of  resources as well as  the  executive  officer's
individual performance and level of responsibility.

      Stock option awards under the Company's stock option  plans
are  intended to attract and retain the best available talent and
encourage  the  highest  level of performance  by  affording  key
employees an opportunity to acquire proprietary interests in  the
Company.   The  executive  officers are  also  each  entitled  to
receive options although none have been granted to date.

                                   James C. Witham
                                   Glenn Bergenfield
                                   William DiTuro

                              6



Summary of 1998 Incentive Stock Plan

      Our 1998 Incentive Stock Plan, covering 1,000,000 shares of
our  Common Stock, is administered by the Compensation  Committee
of  our  Board of Directors.  Among the Compensation  Committee's
powers will be the authority to:

     .    interpret the plan;

     .    establish rules and regulations for its operation;

     .    select  officers, other key employees, consultants and
          advisors to receive awards; and

     .    determine  the   form,   amount  and  other  terms  and
          conditions of awards.

       Directors,   officers,  key  employees   and   independent
contractors  will be eligible to participate in  the  plan.   The
selection  of  participants  is  within  the  discretion  of  the
Compensation Committee.

      The  plan  provides for the grant of  any  or  all  of  the
following types of awards:

     .    stock options, including nonqualified stock options and
          incentive stock options;

     .    stock awards;

     .    stock appreciation rights;

     .    performance shares; and

     .    performance units.

      Awards may be granted by themselves, in combination  or  in
tandem  with  other  awards  as determined  by  the  Compensation
Committee.

     .    Under  the  plan,  the  Compensation  Committee  may grant awards
          in  the  form  of  nonqualified  stock options or incentive stock
          options,  shares of  our Common Stock, stock appreciation rights,
          performance  shares   or   performance units.   The  Compensation
          Committee,  with regard  to each stock option, will determine the
          number of  shares  subject to  the option, the manner and time of
          the  option's  exercise  and  vesting, and the exercise price per
          share of stock subject to the option.  The  following limitations
          are applicable under the plan:  no incentive stock options may be
          exercisable later than ten years after the date they  are granted
          and no nonqualified stock options may be  exercisable  later than
          fifteen years after the date they are granted;

     .    the  aggregate  fair  market  value  at  the  time  of  grant  of
          shares  of  Common  Stock  with  respect to which incentive stock
          options  are  exercisable  for  the  first  time by a participant
          during any calendar year cannot be more than $100,000;

     .    the  exercise  price  of  a  stock  option  will not be less than
          100%  of  the  fair market value of the shares of Common Stock on
          the  date  the  option  is granted for incentive stock options or
          less than 85% of the market value for non qualified stock options
          (or, in  either  case, not less than 110% of fair market value if
          the optionee is an officer, director or a 10% stockholder);

     .    the  option  price  must  be  paid  by a participant by check or,
          in the  discretion of  the Compensation Committee, by delivery of
          our Common Stock; and

     .    awards   may    be     subject   to   such   terms,   conditions,
          restrictions or  limitations, as the Compensation Committee deems
          appropriate,   including   restrictions  on  transferability  and
          continued employment.

                              7




      Under  the plan, each stock appreciation right will entitle
the  holder  to  elect to receive the appreciation  in  the  fair
market  value  of  the shares subject to the  stock  appreciation
right  up to the date the right is exercised.  Stock appreciation
rights  may  be  granted independent of, or in  connection  with,
stock  options.  In the case of stock appreciation rights  issued
independent  of  stock  options, the appreciation  shall  not  be
measured  from a value less than 85% of the fair market value  of
the  shares  on  the  date of grant.  If the  stock  appreciation
rights   are  issued  in  connection  with  stock  options,   the
appreciation  shall  be measured from not less  than  the  option
price.  No stock appreciation right may be exercised earlier than
six  months after the date of grant or later than the earlier  of
the term of the related option or fifteen years after the date it
was granted.

              Performance shares and units may be awarded  either
alone or in addition to other awards and will consist of:

     .    in the case of performance shares, the right to  receive
          shares of Common Stock or cash of equal value at the end
          of a specified performance period; or

     .    in the case of performance units, the right to receive a
          fixed dollar amount, payable in cash or shares of Common
          Stock or a combination of both at the end of a specified
          performance period.

      The  Compensation Committee may condition  the  performance
shares or units on the attainment of specified performance  goals
or such other facts or criteria as the committee shall determine.

      The  plan  provides that awards shall not  be  transferable
otherwise  than  by  law or by will or the laws  of  descent  and
distribution.  However, the Compensation Committee may permit the
transferability  of  an  award to members  of  the  participant's
immediate family or trusts or family partnerships for the benefit
of such family members.

      The  Board of Directors has the right to amend, suspend  or
terminate  the  plan  at  any time,  subject  to  the  rights  of
participants under any outstanding awards.  However, no amendment
to  the plan may be made without the approval of our stockholders
if such approval is required by law or regulatory authority.

      Proposal No. 4 hereinafter seeks stockholder approval of an
amendment  to  the  1998 Plan increasing  the  number  of  shares
thereunder  from 1,000,000 to 2,000,000.  (See Proposal  No.  4.)
No  Plan securities were issued to any of the Company's executive
officers or directors during the last fiscal year.

Compliance with Section 16(a) of the Exchange Act

      Section  16(a)  of  the Securities  Exchange  Act  of  1934
requires AquaCell's directors and executive officers to file with
the SEC initial reports of ownership and changes in ownership  of
AquaCell's  Common Stock during the fiscal year  ended  June  30,
2003.  AquaCell believes that its officers and directors complied
with  all these filing requirements during the fiscal year.   The
Company has relied upon the representations of its directors  and
executive  officers.   The Company does  not  believe  any  other
stockholders are subject to Section 16(a) filing requirements.

                              8




                     Stock Performance Graph

      The  graph  depicted below shows a comparison of cumulative
stockholder returns for the Company, the American Stock  Exchange
Index and the Company's peer group.

               Comparison of Cumulative Return for
          The Period February 12, 2001 to June 30, 2003




                            [GRAPH]





                 Total Return to Shareholders
             (Includes reinvestment of dividends)

                                ANNUAL RETURN PERCENTAGE
                                          Years Ending

Company Name / Index            Jun 01  Jun 02  Jun 03
--------------------------      ------  ------  ------
AQUACELL TECHNOLOGIES           -10.00  -81.56  261.45
AMERICAN STOCK EXCHANGE          -2.12   -2.70    8.53
PEER GROUP                       19.95   28.22  -26.38


                                         INDEXED RETURNS
                             Base         Years Ending
                             Period
Company Name / Index         12Feb01  Jun 01  Jun 02  Jun 03
--------------------------   -------  ------  ------  ------
AQUACELL TECHNOLOGIES INC      100     90.00   16.60   60.00
AMERICAN STOCK EXCHANGE        100     97.88   95.23  103.36
PEER GROUP                     100    119.95  153.80  113.23

Peer Group Companies
------------------------------------------------------------
IONICS INC
PENTAIR INC
VEOLIA ENVIRONNEMENT-ADR
  (Name change from Vivendi Environmental 5/2003)

                              9


                         PROPOSAL NO. 2
               APPOINTMENT OF INDEPENDENT AUDITORS

      On  September  14,  2003, the Board of  Directors  selected
Wolinetz,  Lafazan  &  Company, PC as the  Company's  independent
public accountants for the fiscal year ending June 30, 2004.

     Although neither federal nor state law requires the approval
of the auditors by stockholders, the Board believes that, in view
of  the  importance of financial statements to the  stockholders,
the  selection of independent public accountants should be passed
on  by  stockholders.  Accordingly,  approval  of  the  following
resolution will be requested at the Meeting:

     "RESOLVED,  that  the  Board  of  Directors  appointment  of
     Wolinetz,  Lafazan & Company, PC to serve as  the  Company's
     independent  public accountants for fiscal year ending  June
     30, 2004 be, and the same hereby is ratified and approved."

      The  Board of Directors recommends a vote FOR the foregoing
resolution.  In  the event that stockholders  disapprove  of  the
selection, the Board of Directors will consider the selection  of
other auditors.

      A representative of Wolinetz, Lafazan & Company, PC will be
present  at  the  Annual Meeting or available by  telephone.  The
Company has been informed that the representative does not intend
to  make any statement to the stockholders at the Annual Meeting,
but  will  be available to respond to appropriate questions  from
stockholders.


Description of Capital Stock

General

     Our  authorized capital stock consists of 50 million  shares
of   capital  stock,  par  value  $0.001  per  share.   Currently
40  million  of  such shares of capital stock are  classified  as
Common  Stock  and 10 million are classified as Preferred  Stock.
On  October  3, 2003, 10,429,255 shares of our common stock  were
outstanding  and  held  by 123 stockholders  of  record  and  the
Company  believes approximately 700 holders in  the  float.   Our
Restated  Certificate of Incorporation authorizes  the  Board  to
classify any of the unissued shares of authorized Preferred Stock
into  one or more different classes or series of Preferred  Stock
which  may  be  issued  from time to time with  such  distinctive
designations, rights and preferences as may be determined by  the
Board.    We  may  issue  Preferred  Stock  for  possible  future
financings  of  acquisitions  or for general  corporate  purposes
without   any   legal   requirement  that   further   stockholder
authorization  for such issuance be obtained.   The  issuance  of
Preferred  Stock could have the effect of making  an  attempt  to
gain  control  of us more difficult by means of a merger,  tender
offer,  proxy contest or otherwise.  Preferred Stock, if  issued,
could  have a preference on dividend payments which could  affect
our  ability to make dividend distributions to the holders of our
Common Stock.

Common Stock

     Dividends.  Holders of our Common Stock will be entitled  to
dividends declared and payable at such times and in such  amounts
as  the  Board  will  from time to time determine  out  of  funds
legally available therefore.  The rights of holders of our Common
Stock to receive dividends will be subject and subordinate to the
rights  of  any  future  holders of Preferred  Stock  as  may  be
authorized by us.

     Liquidation.  Upon our liquidation, dissolution  or  winding
up   (either   voluntary  or  involuntary),  after   payment   of
liabilities, any future holders of classes of our Preferred Stock
or  other  senior  stock, as may be authorized  by  us,  will  be
entitled  to  receive  the payment of all liquidation  and  other
preference  amounts;  the holders of our  Common  Stock  will  be
entitled   to   receive  our  remaining  assets   available   for
distribution to our stockholders pro rata according to the number
of   shares   held.   The  following  shall  not   constitute   a
liquidation,   dissolution  or  winding  up  for  the   foregoing
purposes:

                              10



     .    our consolidation or merger with or into another
          corporation;

     .    a merger of any other corporation with or into us or

     .    the sale of all or substantially all of our property or
          business (other than in connection with a winding up of
          our business).

     Voting.  Each holder of our Common Stock is entitled to  one
vote  for  each share held of record on each matter submitted  to
vote of holders of our Common Stock.

     Other Rights.  There are no preemptive or other subscription
conversion, redemption or sinking fund rights or provisions  with
respect   to  shares  of  our  Common  Stock.   We  hold   annual
stockholder meetings, and special meetings may be called  by  the
President  or Secretary or holders of at least 20% of  the  total
voting  power of all outstanding share of our capital stock  then
entitled  to  vote  or  a majority of the  Board.   Our  Restated
Certificate  of  Incorporation may be amended in accordance  with
the   Delaware  General  Corporation  Law,  subject  to   certain
limitations set forth therein.

Outstanding Options and Warrants

     As  of  record date, up to 6,339,638 shares of Common  Stock
are  issuable  pursuant to outstanding options  and  warrants  as
follows:

     .    506,000   shares   of   Common   Stock are issuable, in
          connection  with  outstanding  options,  at  a weighted
          average exercise price of $0.90; and

     .    5,833,638  shares  of  Common  Stock  are  issuable, in
          connection  with  outstanding  warrants,  at a weighted
          average exercise price of $2.55.

Series A Preferred Stock

     Our  Board  has designated 1,870,000 shares of our preferred
stock as Series A Preferred Stock, 1,185,000 shares of which were
issued to private placement investors in April and May, 2003.

     Dividends.   The series A preferred stock will  pay  a  cash
dividend,  payable  quarterly, at  the  rate  of  8%  per  annum.
Dividends will cumulate if not paid.

     Liquidation Preference.  The series A preferred  stock  will
have priority over common stock in the event of liquidation equal
to its stated value, plus accrued and unpaid dividends.

     Voluntary  Conversion.  Each share of the series A preferred
stock will be convertible, at the option of the holder, into  one
share  of common stock (subject to standard adjustments for stock
splits and dividends).

     Mandatory  Conversion.  Each share of the series A preferred
stock automatically converts into common stock if (i) the closing
price of the common stock is at least $1.89 per share (subject to
standard  adjustments for stocks, splits and  dividends)  for  20
consecutive  trading days and (ii) either (a) at least  one  year
has  passed since the issuance of the preferred stock  or  (b)  a
registration statement registering the resale of the common stock
issuable upon conversion has been declared effective by  the  SEC
and the related prospectus remains current.

     Voting.   Holders of the series A preferred stock  will  not
have  voting rights until their shares are converted into  common
stock, except as required by Delaware Law.

     Seniority.  We may establish other series of preferred stock
senior to or parri passu with the series A preferred stock.

                              11



                         PROPOSAL NO. 3
   TO RATIFY THE ISSUANCE OF 1,703,031 SHARES OF COMMON STOCK
 IN CONNECTION WITH A PRIVATE PLACEMENT COMPLETED IN SEPTEMBER,
               2003 TO COMPLY WITH AMEX RULE 713

      In  November 2002 we began exploring ways in which we could
raise  additional  capital to execute our business  strategy  and
concluded  that raising capital privately was the most  effective
way to raise the minimum amount of proceeds we foreseeably needed
in the shortest time frame.  In April 2003 we completed a private
placement  of  685,000 Series A Convertible Preferred  shares  at
$0.63  per  share  together with a matching  number  of  warrants
exercisable  at  $1.16 per share.  In May  2003  we  completed  a
second   private  placement  of  500,000  Series  A   Convertible
Preferred  shares  at $0.75 per share with a matching  number  of
warrants  exercisable  at $1.60 per share.   In  both  cases  the
warrant  exercise  price  exceeded  the  closing  price  of   the
Company's common stock on AMEX on the day prior to the closing of
the private placement.  The sale of 1,185,000 Preferred A shares,
convertible  into common shares on a one-to-one basis represented
less  than  20% of the Company's common stock, and therefore  did
not require stockholders' approval pursuant to AMEX Rule 713.

      In  September  2003,  the Company completed  an  additional
private  placement  of 1,703,031 shares of its  common  stock  at
$1.50  per share, each share accompanied by a warrant exercisable
at $4.00 per share. All sales of convertible preferred and common
stock were made at a discount to  market  at  the  time  of  each
transaction, as this provided the Company with the fastest access
to  funds  necessary  to  execute our business plan.  The Company
believed that due to distinction between  the securities sold and
the lapse in time  between  the placements,   that  Rule  713 was
inapplicable.    The   shares  underlying  both  the  convertible
preferred  shares  and  the warrants as well as the common shares
issued  in  the private  placements are being registered with the
Securities  and  Exchange  Commission.  In  connection  with this
registration,  we  are  seeking  to  list  the additional  shares
on  AMEX.  We  were  informed   by  the  listing   qualifications
personnel  at  AMEX  that  the  issuance  of  the  preferred  and
common  shares  should  be   considered   together.  Under  those
circumstances  the  issuances  exceed the 20% limitation  of Rule
713.  After  additional discussions with the AMEX, we agreed that
we would seek stockholders' approval of the September issuance.

      The AMEX has the authority to delist the securities of  any
issuer  that fails to comply with its listing criteria, including
the stockholder voting provisions of Rule 713.  Therefore, if  we
do  not  obtain  stockholders' approval to  issue  the  1,703,031
shares  of common stock in excess of the limits of Rule 713,  and
we  nonetheless  issue  such shares, the Company's  common  stock
could  be  delisted from the AMEX.  In the event of the delisting
of  the  Company's securities from the AMEX, trading, if any,  in
the Company's securities would thereafter be conducted in the non-
Nasdaq  over-the-counter market.  As a result of such  delisting,
the market price of the Company's common stock could be adversely
affected and an investor could find it more difficult to dispose,
or  to obtain accurate quotations as to the market value, of  the
common stock.

     The Board of Directors recommends a vote FOR Proposal No. 3.


                         PROPOSAL NO. 4:
      AMENDMENT OF THE COMPANY'S 1998 INCENTIVE STOCK PLAN

      In  order  to  provide  the Company the  ability  to  issue
options,  the  Board adopted the 1998 Incentive Stock  Plan  (the
"1998  Plan") on August 28, 1998.  The 1998 Plan is  intended  to
encourage  stock  ownership by officers,  employees,  independent
contractors and advisors of the Company and thereby enhance their
proprietary interest in the Company.

      On  September  14, 2003, the Board of Directors  adopted  a
resolution,  subject to shareholder approval, to amend  the  1998
Plan  to  increase the number of shares issuable thereunder  from
1,000,000  to  2,000,000.  The Board of Directors  believes  that
stock  options are valuable tools for the recruitment,  retention
and  motivation  of qualified employees, including  officers  and
other  persons  who can contribute materially  to  the  Company's
success. As of June 30, 2003, options to purchase 476,000  shares
were  outstanding  under the 1998 Plan.  The Board  of  Directors
believes  that equity ownership by management and other employees
has contributed to the Company's growth over the past five years.
The Board believes that it is important to have additional shares

                              12



available  under the 1998 Plan to provide adequate incentives  to
the  Company's  growing  workforce and to continue  aligning  the
interests of management with those of the Company's stockholders.
A  summary  of  the significant provisions of the 1998  Plan,  as
amended  from 1,000,000 shares to 2,000,000 shares is  set  forth
below.


Administration of the 1998 Plan

      The 1998 Plan is administered by the compensation committee
(the  "Committee")  consisting of two or  more  persons  who  are
appointed by, and serve at  the pleasure of, the Board  and  each
of  whom  is a "disinterested person" as that term is defined  in
Rule  16b  of  the  General  Rules  and  Regulations  under   the
Securities   Exchange  Act  of  1934.  Subject  to  the   express
provisions  of  the  1998  Plan,  the  Committee  has  the   sole
discretion  to  determine to whom among those eligible,  and  the
time  or times at which, options  will be granted, the number  of
shares  to be subject to each option and the manner in and  price
at which options may be exercised. In making such determinations,
the  Committee  may take into account the nature  and  period  of
service of eligible employees, their level of compensation, their
past, present and potential contributions to the Company and such
other  factors as the Committee in its discretion deems relevant.
Options  are designated at the time of grant as either "Incentive
Stock  Options"  intended to qualify under  Section  422  of  the
Internal  Revenue  Code  (the "Code") or "non-qualified  options"
which do not so qualify.

      The Committee may amend, suspend or terminate the 1998 Plan
at any time, except that  no amendment may be adopted without the
approval  of  shareholders which would (i) increase  the  maximum
number of shares which may be issued pursuant to the exercise  of
options  granted  under  the Plan; (ii)  change  the  eligibility
requirements for participation in the 1998 Plan; (iii) permit the
grant  of any incentive stock option under the 1998 Plan with  an
option  price of  less than 10% of the fair market value  of  the
shares  at  the time such incentive stock option is  granted;  or
(iv) extend the term of any incentive stock options or the period
during which any incentive stock options may be granted under the
1998 Plan.

      Unless  the 1998 Plan is terminated earlier  by  the Board,
the 1998 Plan will terminate on December 31, 2008.


Shares Subject to the Plan

      No more than 2,000,000 shares of Common Stock may be issued
pursuant to the exercise of options granted under the 1998  Plan.
If  any  option  expires or terminates for  any  reason,  without
having been exercised in full, the unpurchased shares subject  to
such  option  will be available again for purposes  of  the  1998
Plan.

     Under certain circumstances involving a change in the number
of  shares of Common Stock without the receipt by the Company  of
any  consideration  therefore,  such  as  a  stock  split,  stock
consolidation  or  payment of a stock  dividend,  the  class  and
aggregate  number of shares of Common Stock in respect  of  which
options may be granted under the 1998 Plan, the class and  number
of shares subject to each outstanding option and the option price
per  share will be proportionately adjusted. In addition, if  the
Company  is  involved in a merger, consolidation, dissolution  or
liquidation,  the  options granted under the 1998  Plan  will  be
adjusted or, under certain conditions, will terminate, subject to
the  right  of  the option holder to exercise  his  option  or  a
comparable  option substituted at the discretion of  the  Company
prior to such event. An option may not be transferred other  than
by,  will or by the laws of descent and distribution, and  during
the  lifetime of the option holder may be exercised only by  such
holder.


Participation

     The Committee is authorized to grant incentive stock options
from  time  to  time  to such employees of  the  Company  as  the
Committee,  in its sole discretion, may determine.  Employees  of
the  Company,  advisors  and  independent  contractors  providing
services  to  the  Company are eligible to receive  non-qualified
options under the 1998 Plan.  There  are  approximately 25 people
who may participate in the 1998 Plan at the present time.


Option Price

      The  exercise  price of each option is  determined  by  the
Committee,  but may not, in the case of incentive stock  options,
be  less  than  100% of the fair market value of  the  shares  of
Common  Stock  covered by the option on the date  the  option  is
granted.  In the case of non-qualified options, the option  price
per  share  may be less than, equal to or greater than  the  fair

                              13



market  value of the shares of Common Stock covered by the option
on  the  date the option is granted but not less than 85% of  the
Fair  Market Value of the Common Stock shares on the grant  date.
If  an incentive stock option is to be granted to an employee who
owns  over 10% of the total combined voting power of all  classes
of  the Company's stock, then the exercise price may not be  less
than 110% of the fair market value of the Common Stock covered by
the incentive stock option on the date the option is granted.


Terms of Options

      The  Committee has the discretion to fix the term  of  each
option  granted  under  the 1998 Plan, except  past  the  maximum
length  of  term of each option is 10 years, subject  to  earlier
termination as provided in the Plan.


Required Vote

      The affirmative vote of holders of a majority of the shares
of  Common  Stock present, in person or by proxy, at  the  Annual
Meeting  is  required to approve the 1998 Plan  pursuant  to  the
following resolution:

     "RESOLVED,  that  the Company's 1998 Stock  Option  Plan  be
     amended  to  provide for the issuance of   up  to  2,000,000
     shares in the aggregate."

      The  Board  of Directors recommends that you vote  FOR  the
amendment of the 1998 Plan.


                   2004 STOCKHOLDER PROPOSALS

      In  order  for  stockholder proposals for the  2004  Annual
Meeting  of  Stockholders to be eligible  for  inclusion  in  the
Company's  Proxy Statement, they must be received by the  Company
at its principal office in Rancho Cucamonga, California not later
than  June  30, 2004. Stockholders are advised that the Company's
management  shall  be permitted to exercise discretionary  voting
authority under proxies it solicits and obtains for the Company's
2004  Annual Meeting of Stockholders with respect to any proposal
presented   by  a  stockholder  at  such  meeting,  without   any
discussion  of the proposal in the Company's proxy statement  for
such meeting, unless the Company receives notice of such proposal
at  its  principal  office in Rancho Cucamonga,  California,  not
later than August 25, 2004.


               WHERE YOU CAN FIND MORE INFORMATION

      We are  a  public  company  and file annual, quarterly  and
special reports, proxy statements and other information with  the
Securities and Exchange Commission.  You may read  and  copy  any
document we file at the SEC's public reference room at 450  Fifth
Street, N.W., Washington, D.C. 20549.  You can request copies  of
these documents by writing to the SEC and paying a  fee  for  the
copying cost.  Please call the SEC  at  1-800-SEC-0330  for  more
information about the operation of the public reference room. Our
SEC filings are also available to the public  at  the  SEC's  web
site at http://www.sec.gov.  In addition, you can read  and  copy
our SEC filings at the office  of  the  National  Association  of
Securities Dealers, Inc.  at  1735  K  Street,  Washington,  D.C.
20006.

      You  should  rely  only  on  the  information  contained or
incorporated by reference in this Proxy  Statement.  We have  not
authorized anyone else to provide you  with  information  that is
different from what is contained or incorporated  in  this  Proxy
Statement.  This document is dated October 23, 2003.  You  should
not assume that  the  information  in  this  Proxy  Statement  is
accurate as of any later date, and  the  mailing  of  this  Proxy
Statement to stockholders shall not create any implication to the
contrary.


         INCORPORATION OF CERTIN DOCUMENTS BY REFERENCE

      The  Securities  and   Exchange  Commission  allows  us  to
"incorporate by reference" the information  we  file  with  them,
which means that we can disclose important information to you  by
referring you to those documents.  The  information  incorporated
by reference is an important part of this  Proxy  Statement,  and
information that we file later with the Securities  and  Exchange
Commission   will   automatically   update   and  supersede  this

                              14



information.  We incorporate by reference  the  documents  listed
below and  any  future  filings  made  with  the  Securities  and
Exchange Commission under  Sections 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 until the date of the special
meeting  or  any  adjournment  or  postponement  of  the  special
meeting:

     .   Our Annual Report on Form 10-KSB for the fiscal year
         ended June 30, 2003; and

     .   Our Registration Statement on Form S-3 filed on October
         22, 2003.

      Any  statement  contained  in  a  document  incorporated or
deemed to be incorporated by reference in  this  Proxy  Statement
shall be deemed to be modified or superseded for purposes of this
Proxy Statement to the extent that a statement contained in  this
Proxy Statement or in any other document subsequently filed  with
the Securities and Exchange Commission which also is deemed to be
incorporated by reference in this  Proxy  Statement  modifies  or
supersedes such statement.  Any such  statement  so  modified  or
superseded  shall  not  be  deemed,  except  as  so  modified  or
superseded, to constitute a part  of  this  Proxy  Statement.  We
will provide without charge to each person to whom a copy of this
Proxy Statement is delivered, upon request, a copy of any and all
documents incorporated by  reference  in  this  Proxy  Statement.
Requests for such copies should be made to Gary S.  Wolff,  Chief
Financial Officer of the Company, 10410 Trademark  Street, Rancho
Cucamonga, California 91730 or by calling (800) 326-5222.


                     SOLICITATION OF PROXIES

      The solicitation of proxies in the enclosed form is made on
behalf of the company and the cost of this solicitation is  being
paid by the Company. In addition to the use of the mails, proxies
may  be  solicited personally or by telephone or telephone  using
the  services of directors, officers and regular employees of the
Company  at  nominal  cost.  Banks,  brokerage  firms  and  other
custodians,  nominees and fiduciaries will be reimbursed  by  the
Company  for  expenses  incurred in  sending  proxy  material  to
beneficial owners of the Company's stock.


                          OTHER MATTERS

          The Board of Directors knows of no matter which will be
presented for consideration at the Annual Meeting other than  the
matters  referred  to in this Proxy Statement. Should  any  other
matter  properly  come  before the  Annual  Meeting,  it  is  the
intention of the persons named in the accompanying proxy to  vote
such proxy in accordance with their best judgment.


                                  Karen B. Laustsen, Secretary

Rancho Cucamonga, California
October 10, 2003

                              15



                                  PROXY CARD

                          AQUACELL TECHNOLOGIES, INC.

     PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 25, 2003
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


      The undersigned Stockholder(s) of AQUACELL TECHNOLOGIES, INC., a Delaware
corporation (the "Company"), hereby appoints James C. Witham, Proxy, with  full
power of substitution in the name, place and stead of the undersigned, to  vote
the  Annual  Meeting of Stockholders of the Company to be held on  November 25,
2003 and at all adjournments thereof, according to the number of votes that the
undersigned would be entitled to vote if personally present, upon the following
matters.


                      (Continued and to be signed below)


                            Please Detach Here
             You Must Detach This Portion of the Proxy Card
               Before Returning it in the Enclosed Envelope

================================================================================

1. Election of Directors:
   James C. Witham, Glenn A. Bergenfield

  [  ] FOR all nominees listed at left (except as marked to the contrary below).
  [  ] WITHHOLD AUTHORITY to vote for all nominees listed at left.
  [  ] *EXCEPTIONS

(INSTRUCTIONS: To withhold authority to vote for any individual nominee mark the
 "Exceptions" box and write that nominee's name on the space provided below.)
EXCEPTIONS ____________________________________________________________________


2. Proposal to ratify the appointment of Wolinetz, Lafazan & Company, PC as
   Independent Public Accountants for the Company for the Fiscal Year ending
   June 30, 2004.

   [   ]  FOR      [   ]  AGAINST      [   ]  ABSTAIN

3. To ratify the issuance of 1,703,031 shares of common stock in connection
   with a private placement completed in September, 2003 to comply with AMEX
   Rule 713.

   [   ]  FOR      [   ]  AGAINST      [   ]  ABSTAIN

4. Proposal to ratify amendment of the Company's 1998 Incentive Stock Plan.

   [   ]  FOR      [   ]  AGAINST      [   ]  ABSTAIN

5. In their discretion, the proxies are authorized to vote upon such other
   business as may properly come before the meeting or any adjournment thereof.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE. IF NO
INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE NOMINEE AND PROPOSALS
LISTED ABOVE.

Please sign exactly as name appears above.  When shares are held by joint
tenants, both should sign.  When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.  If a corporation, please
sign in full corporate name by President or other authorized officer.  If a
partner-ship, please sign in partnership name by authorized person.

Date ______________________________________________, 2003

_______________________________________________________
Signature
_______________________________________________________
Signature, if held jointly