Filed pursuant to Rule 424(b)(3)
                                                  SEC File No.: 333-129063

PROSPECTUS
----------

                        Prospectus dated November 2, 2005.

                                4,746,511 Shares

                           AquaCell Technologies, Inc.
                                 [Company Logo]


                                  Common Stock

  The  selling  stockholders identified in this prospectus may  offer  from
time   to  time   an  aggregate  of  up  to  4,746,511 shares  of  AquaCell
Technologies,  Inc.'s  common stock, including  3,163,178 shares underlying
common  stock  purchase warrants.  We will not receive any of the  proceeds
from  the  sale  of  shares.  We may receive funds of up to $1,787,291 upon
the exercise of up to 3,163,178 common  stock purchase warrants exercisable
at various prices.  As  of the date of  this prospectus  1,589,999 warrants  
were in  the money, which if exercised, would yield proceeds of $782,500 to 
the Company.  One of the Company's  directors is a selling  stockholder and  
will  be receiving  proceeds upon  the sale of his shares.  

  The selling stockholders may offer their shares through public or private
transactions,  on or off the American Stock Exchange, at prevailing  market
prices or at privately negotiated prices.

   Our  common stock trades on the American Stock Exchange under the symbol
"AQA".   On October 12, 2005,  the last  reported  sale price of our common
stock on the American Stock Exchange was $.52 per share.

   Investing in our common stock involves risks which are described in  the
"Risk Factors" section beginning on page 4 of this prospectus.

   Neither  the Securities and Exchange Commission nor any state securities
commission  has approved or disapproved these securities or  determined  if
this  prospectus  is  truthful  or complete.   Any  representation  to  the
contrary is a criminal offense.


           The date of this prospectus is November 2, 2005.

                                   1



                           TABLE OF CONTENTS

                                                                 Page

Where You Can Find More Information ...............................3
Incorporation of Information We File with the SEC .................3
The Company .......................................................4
Risk Factors ......................................................4
Special Note Regarding Forward-looking Statements .................7
Use of Proceeds ...................................................7
Dividend Policy ...................................................7
Selling Stockholders ..............................................8
Plan of Distribution ..............................................9
Description of Capital Stock .....................................10
Indemnification for Securities Act Liabilities ...................13
Legal Matters ....................................................13
Experts ..........................................................13

                          ___________________


     You should rely only on the information contained or incorporated
by  reference  in  this  prospectus.  We have  not,  and  the  selling
stockholders have not, authorized any other person to provide you with
different  information.   If anyone provides  you  with  different  or
inconsistent information, you should not rely on it.  We are not,  and
the  selling stockholders are not, making an offer to sell our  common
stock in any jurisdiction except where the offer or sale is permitted.

                                   2



                  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.  The Company's SEC
File Number is 1-16165.

      We  have filed a registration statement on Form S-3 with the SEC
covering the common stock offered by this prospectus.  We refer you to
this   registration   statement  and  its  exhibits   for   additional
information about us and our common stock.  Copies of the registration
statement  may be obtained at the above referenced SEC offices  or  on
the   SEC's  web  site  at  www.sec.gov.   Our  internet  address   is
www.aquacell.com.


           INCORPORATION OF INFORMATION WE FILE WITH THE SEC

      The SEC allows us to incorporate by reference the information we
file with them, which means:

     .   Incorporated  documents are considered part  of the
         prospectus,

     .   We can  disclose  important information  to you  by
         referring you to those documents, and

     .   Information   that   we  file  with  the  SEC  will
         automatically update and supersede this prospectus.

     We incorporate by reference the documents listed below which were
filed  with  the SEC under the Securities Exchange Act  of  1934  (the
"Exchange Act"):

     .   Annual Report on Form 10-KSB for the fiscal year  ended  June
         30, 2005 filed on October 12, 2005.

      We also incorporate by reference each of the following documents
that  we will file with the SEC after the date of this prospectus  but
before all the common stock offered by this prospectus has been sold:

     .   Reports filed under Sections  13(a) and (c)  of the
         Exchange Act,

     .   Definitive  proxy  or information statements  filed
         under Section 14 of the Exchange  Act in connection
         with any subsequent stockholders' meeting, and

     .   Any  reports  filed  under the Section 15(d) of the
         Exchange Act.

      The  Company  will provide  the aforementioned  information upon
written or oral request.

      You  may  request  a  copy  of any  filings  referred  to  above
(excluding  exhibits), at no cost, by contacting us at  the  following
address and telephone number:

          AquaCell Technologies, Inc.
          Attention: Karen B. Laustsen
          10410 Trademark Street
          Rancho Cucamonga, CA 91730
          (909) 987-0456

                                   3



                              THE COMPANY

      AquaCell Technologies, Inc. (the "Company")  was incorporated in 
Delaware   on  March   19,  1997.  The   Company  has  two   operating 
subsidiaries, AquaCell Media, Inc.,  which operates in the out-of-home 
advertising segment of the  advertising industry,  and Aquacell  Water 
Inc. (formerly Water Science Technologies, Inc.), which  is engaged in 
the  manufacture  and  sale  of  products  for  water  filtration  and 
purification,  addressing  various  water  treatment  applications for 
municipal, industrial, commercial, and institutional purposes. 

      Our AquaCell  Media,  Inc. subsidiary  addresses the out-of-home 
segment of the advertising industry through the sale of advertising on
our patented  self-filling  water cooler, the  Aquacell Bottled  Water 
Cooler System. This  business model was  launched in 2004, designed to 
provide us with an on-going revenue model in comparison to selling the
coolers, as we had previously done.  We install our "billboard"  water 
coolers into retail and  other strategic  locations free of  charge to 
these locations under five-year contracts, and retain ownership of the
cooler.  We  currently have  approximately  1,400 coolers installed in 
Rite Aid and Duane Reade drug stores, and have test programs  underway 
in CVS, Kmart/Sears and Winn Dixie.  Advertisers to date have been CBS
Television   and  Unilever,  who  reported  a 34% sales  lift  of  its 
advertised Dove Cool Moisture in stores carrying the cooler ads.  

      Our Aquacell Water,  Inc. subsidiary  addresses  the  municipal, 
industrial,   commercial  and   institutional  sectors  of  the  water 
treatment and purification industry.  We  design, manufacture, install 
and service custom designed turnkey systems that  treat from  hundreds 
to millions of gallons of water per day for a variety of applications,
including treatment of  process water  for manufacturing, purification 
of  water  for  bottling  plants  and  food  service, and   removal of 
contaminants from municipal  drinking  water  systems.  Our  customers 
range   from   manufacturers of  micro-chips,  textiles  and food  and 
beverage service,  to health  care providers, defense contractors  and 
the military.  The  management team  of our  Aquacell Water subsidiary 
has over 50 years combined experience in the water treatment industry.


Corporate Information
---------------------

      The Company was incorporated in Delaware on March 19, 1997.  Our
principal  executive  offices are  located at 10410  Trademark Street,
Rancho Cucamonga, CA 91730 and our telephone number is (909) 987-0456.
Our  website  can be accessed  at  www.aquacell.com.  The reference to
our website address does not constitute incorporation  by reference of
the information contained at the website.


                             RISK FACTORS

      Before you invest in our common stock, you should be aware  that
there are risks, including those described below which may affect  our
business,  financial  condition or results of operations.  You  should
consider  carefully these risk factors together with all of the  other
information included in this prospectus before you decide to  purchase
shares of our common stock.

Risks Relating to Our Business
------------------------------

We  have  incurred  substantial operating losses  and  an  accumulated
deficit. We expect to continue to have operating losses and a  growing
accumulated deficit in the future.  There is no assurance we will ever
achieve profitability.

      Our  business operations have generated operating  losses  since
inception  of the business in 1997. For the year ended June 30,  2005,
our  business  operations  generated  net  losses  of  $3,888,000.  We
had an accumulated deficit of $21,449,000 at June 30, 2005.  We expect  
to  continue   to   generate  net operating losses  while we  continue
to expand  our marketing efforts. We may not obtain  a  customer  base  
sufficient to  support the costs of  our operations.

                                   4



      We  may  not  become  profitable, our  cash  flow may not become
positive at any time in the foreseeable future, or  at all, and we may
not generate sufficient cash flow  from  product  sales  to  liquidate
liabilities as they become due. In the event  that we  are  unable  to
liquidate our liabilities, we may delay or eliminate some expenditures
and  we  may  scale  back  our  planned  operations.  Accordingly,  we
expect to need additional funds to meet  our  planned obligations, and
we  will  seek  to raise such amounts through a  variety  of  options,
including  future cash from operations,  borrowings  and proceeds from
equity  financings.  Additional  funding  may  not  be  available when
needed  or  on  terms  acceptable  to  us.  In addition, if  we  raise
additional funds through the issuance of equity, equity-linked or debt
securities,  those   securities   may   have  rights,  preferences  or
privileges senior  to those  of  the  rights  of  our common stock and
our  stockholders  may  experience additional dilution.

There is a question about our ability to continue as a going concern.

      The report of our independent registered public accounting  firm
contains a caution that the Company's significant operating losses and
working capital deficiency for the annual periods ended  June 30, 2004
and June 30, 2005   raise  substantial  doubt  about  our  ability  to
continue  as  a  going  concern.  You  are referred to  the  financial
statements and its accompanying notes  for a  more detailed discussion
of this issue.

Our water cooler is new and may not be accepted by our target  market.
We may not generate increased revenues from sales or advertising.

      Our primary product is based upon a permanently attached plastic
bottle with a filtration system.  Municipal water passes  through  the
filter to keep the bottle filled.  This is a different  approach  from
the conventional replaceable five gallon bottle.  Our target customers
may not be willing to  use  our  approach  which  would  significantly
hinder our growth potential and would negatively affect our business.

We have  recently  revised  our business plan and our new plan may not
prove successful.  We have limited  experience in  selling advertising
space.

      We have changed our  business model  from a  company  that  only
sells and leases water coolers to one that also places the coolers  in
retail chains and sells advertising space on the coolers'  replaceable
band.  There is no assurance this new plan will prove successful as we
have generated only minimal receivable to date.

The market for bottled water is highly competitive and we compete with
large,  well  established  companies. If  we  are  unable  to  compete
effectively,  the  demand  for, or prices  of,  our  products  may  be
reduced.

      The bottled water market is intensely competitive. We may not be
able  to compete successfully against current or potential competitors
and  our failure to do so could seriously harm our business, operating
results and financial condition.

      We  compete directly with large, well-established companies such
as  Nestle (Perrier), Danone (Evian) and Culligan. These and  many  of
our  current  and  potential  competitors have  significantly  greater
financial, selling and marketing, technical, manufacturing  and  other
resources than we have. As a result, these competitors may be able  to
devote  greater resources toward the development, promotion, sale  and
support  of their products than we can. These companies may  introduce
additional  products  that compete with ours or enter  into  strategic
relationships  to offer complete solutions which we do  not  currently
offer. In addition, we  recently  introduced  our  water cooler to the
market and we have not had enough  experience  selling the  product to
fully assess its competitiveness.

We  depend  on  key  personnel  and  our  business  prospects  may  be
diminished if we do not retain those personnel.

      Our  operations  will  depend on the efforts  of  our  executive
officers,  in  particular  James C. Witham,  our  Chairman  and  Chief
Executive  Officer,  and  Karen  B.  Laustsen,  our  President,  Chief
Operating  Officer  and Secretary.  We  have  entered into  five  year
employment agreements  with Mr. Witham and Ms. Laustsen that expire in
February, 2006. Given the small size of the  Company and the fact that
our key personnel perform all  administrative  and marketing functions

                                   5



for the Company, our business  prospects could be diminished if any of
these senior management personnel  do not continue in their management
roles  and  if  we  are  unable   to  attract   and  retain  qualified
replacements and additional members of management.

We may not be able to effectively  manage growth  and  we may increase
our costs without increasing revenues.

     If we successfully implement our business strategy, the resulting
growth  will place significant demands on our management and  internal
controls.  Management may not be able to effectively direct us through
a period of significant  growth.   In particular,  the  pursuit of our
business strategy will place a significant strain on  our  managerial,
operational  and  financial resources.  We  will  need  to improve our
financial  and  management controls, reporting systems and procedures.
We  will  also  need  to expand,  train  and  manage  our  work  force
and  manage multiple relationships  with  various suppliers, strategic
partners and other third  parties.  We will need to continually expand
and  upgrade our systems  and ensure continued high levels of service,
speedy operation and reliability. If we do not effectively manage such
growth,  our business,  results  of operations and financial condition
may be affected.

Our   quarterly  results  may  fluctuate  and  could  fall  below  the
expectations of securities analysts and investors which may affect our
stock price.

      We  may  experience quarterly fluctuations in operating results.
Accordingly,  results  for any one quarter  will  not  necessarily  be
indicative of the results to be expected for any other quarter or  for
any  year,  and comparable sales for any particular future period  may
decrease.   In  the future, results of operations may fall  below  the
expectations of public market analysts and investors.  In that  event,
the  price of our common stock would likely decrease.  Quarterly sales
and operating results will depend in part on the volume and timing  of
orders  received and performed within the quarter, which are difficult
to  forecast.  Any significant delay or cancellation of an order could
effect  our  operations in  any particular period and as a result, our
operating results could prove to be volatile.


Risks Relating to the Offering
------------------------------

Exercise of our outstanding warrants and options and the conversion of
our preferred shares may affect the price of our common stock.

     As  of  October 12,  2005,  there   were  outstanding  options to
purchase 2,000,500  shares  of  common stock, outstanding  warrants to
purchase  9,192,345 shares  of  common  stock and 788,000  outstanding
convertible preferred  shares. The exercise of  the  outstanding stock
options  and warrants  and  the  conversion of preferred  shares  will
dilute  the percentage  ownership of  our stockholders. Any  sales  in
the  public market of  shares of our common stock underlying the stock
options, warrants and preferred shares may adversely affect prevailing
market prices for our common stock.

We do not intend to pay cash  dividends on our  common  stock  in  the
future.

      We have never paid cash dividends on our common stock and do not
anticipate  that any cash dividends will be declared or  paid  on  our
common  stock in the foreseeable future. We presently intend to retain
future  earnings, if any, to finance the expansion and growth  of  our
business.  Payment of future dividends on our common  stock,  if  any,
will  be at the discretion of our board of directors after taking into
account  various factors, including our financial condition, operating
results, current and anticipated cash needs and plans for expansion.

We may  issue  additional  shares  of  stock  without  your  approval,
including shares of other series  of  preferred  stock  with  superior
liquidation and other rights that may adversely affect your rights.

       Our  certificate  of  incorporation  authorizes  our  board  of
directors,  without any action by our stockholders,  to  issue  up  to
10,000,000  shares of "blank check" preferred stock  in  one  or  more
series on terms that our board of directors may determine at the  time

                                   6



of  issuance  including 1,870,000 Series "A" and 4,000,000  Series "B"
preferred shares already designated.  In certain  instances, a  series
of preferred stock could  include  voting  rights,  preferences as  to
dividends and  liquidation, conversion and redemption rights senior to
our common stock.

We may not satisfy the Amex listing standard and if we fai l to do so,
our common stock is subject to delisting.

     The Company may not satisfy the Amex' maintenance requirements in
the  future  and as a result may have its common stock de-listed  from
the  Amex.   If  the Company fails to maintain its Amex  listing,  the
ability  of  stockholders to trade their stock in an efficient  market
would be decreased.  In November 2004, we received a  notice from  the
Amex that we do not  presently  meet its maintenance requirements  for
continued listing and we were required to submit a plan as  to  how we
intend to meet the exchange's listing requirements.  Although  we have
submitted and are currently in compliance with  said  plan, we may not
be able to remain in compliance in the future.


           SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     When used in this prospectus and in future filings by the Company
with  the  Commission, statements identified by the  words  "believe",
"positioned",  "estimate",  "project", "target", "continue", "intend",
"expect",  "future",  "anticipates",  and similar  expressions express
management's  present  belief,  expectations  or  intentions regarding
the  Company's  future performance within the meaning  of  the Private
Securities  Litigation  Reform  Act  of  1995.   Readers are cautioned
not  to  place undue reliance on any such  forward-looking statements,
each  of which speaks only as of the  date  made.  Such statements are
subject to certain risks and uncertainties  that  could  cause  actual
results  to  differ  materially  from  historical  earnings  and those
presently  anticipated or projected.   The Company has  no obligations
to publicly release the result of any revisions which  may be  made to
any forward-looking statements to reflect anticipated or unanticipated
events or circumstances occurring after the date of such statements.


                            USE OF PROCEEDS

      All  of  the net proceeds from the sale of the common  stock  of
AquaCell  covered  by this prospectus will go to the stockholders  who
offer and sell their shares.  Accordingly, we will not receive any  of
the  proceeds  from the sales of the common stock.  AquaCell  receives
funds  only upon warrant conversions  and  not from the  sale  of  the
shares  offered  by  the  selling  stockholders.   The  warrants  held
by the selling stockholders are exercisable at various prices  ranging
from $0.40 to $0.75.  If all  warrants  are  exercised,  AquaCell will
receive  proceeds  of  $1,787,291  which  would  be  used  for general
corporate  purposes.  As  of  the  date  of this  prospectus 1,589,999 
warrants were  in the money, which if  exercised, would yield proceeds 
of $782,500 to the Company.


                            DIVIDEND POLICY

      We  have never declared or paid any cash dividends on our common
stock  and we currently expect to retain future earnings, if  any,  to
support  operations and to finance the growth and development  of  our
business. Consequently, we do not anticipate paying cash dividends  on
our  common  stock  in  the  foreseeable  future.  Payment  of  future
dividends, if any, will be at the discretion of our board of directors
after  taking  into account various factors, including  our  financial
condition, operating results, current and anticipated cash  needs  and
plans for expansion.

      The  outstanding  Series A preferred stock  pays  an  8%  annual
dividend, payable  in  quarterly  installments  until such time as the 
preferred shares are converted into common shares.

      The outstanding Series B preferred stock pays an $0.08 per share
annual dividend, payable in cash.

                                   7



                         SELLING STOCKHOLDERS

      Pursuant  to   provisions  of warrants  issued to certain of the
selling stockholders, we agreed to register the common  shares  to  be
issued upon  exercise  of  warrants held  by  these  stockholders.  We
have  agreed  to  keep  the  registration  statement effective for two
years, or until  all  of  the  registered shares  are  sold, whichever
comes first.  Our registration of the common stock held by the selling
stockholders  and the shares issuable upon  exercise  of warrants held
by  the  selling  stockholders  does  not  necessarily  mean  that the
selling stockholders will sell all or any of their shares.

      The  prospectus  covers  the offer  and  sale  by  each  selling
stockholder  of  common stock owned by the selling  stockholder.   Set
forth  below are (i) the names of each selling stockholder,  (ii)  the
nature of any position, office or other material relationship that the
selling stockholder has had within the past three years with us, (iii)
the  number of shares of common stock and (if one percent or more) the
percentage of common stock beneficially  owned as  of October 12, 2005
by each  selling stockholder to the Company's best knowledge, (iv) the
number of shares that may be offered and sold by or on behalf of  each
selling  stockholder hereunder, and (v) the amount and (if one percent
or  more)  the percentage of common stock to be owned by each  selling
stockholder upon the completion of the offering if all shares  offered
by  such  selling  stockholder  are  sold.  As  of  the  date  of this
prospectus  9,192,345  warrants   are  outstanding   and  the   shares
underlying  3,163,178 of those warrants  are  being registered in this
offering.  Any  or  all  of  the shares listed below under the heading
"Shares to be Sold" may  be  offered  for  sale by or on behalf of the
selling stockholder.



                                            Shares                         Shares
                                         Beneficially                   Beneficially
                                        Owned Prior to                   Owned After
                                         the Offering                   the Offering
                                      ------------------             ------------------
                                                          Shares to
Selling Stockholders                    Number   Percent   be Sold     Number   Percent
----------------------------          ---------- -------  ---------  ---------- -------
                                                                 

R. Cimini & Associates (1)                50,000   *         50,000        -0-     *

The Lewis Group (2)                       50,000   *         50,000        -0-     *

Charles Gargano                          325,000  1.4 %     250,000     75,000     *

Glenn Bergenfield (3)                    796,700  3.5 %      25,000    771,700    3.4 %

Henry Smith, Jr.                         225,000   *        225,000        -0-     *

Timothy Sharpe                           225,000   *        225,000        -0-     *

Elizabeth James                          964,000  4.3 %     450,000    514,000    2.3 %

Darren Schulman                          889,000  3.9 %     450,000    439,000    1.9 %

Platinum Partners Value (4)              999,999  4.4 %     999,999        -0-     *

Leonard  Bellezza                        633,334  2.8 %     300,000    333,334    1.5 %

Brighton Capital, Ltd. (5)               697,561  3.1 %      13,333    684,228    3.0 %

TCMP3 Partners, LP (6)                   100,700   *        100,700        -0-     *

Gemini Investment (7)                    100,000   *        100,000        -0-     *

Provident Premier Master Fund (8)        150,000   *        150,000        -0-     *

Truk Opportunity Fund (9)                 60,000   *         60,000        -0-     *

AS Capital Partners, LLC (10)            194,146   *        194,146        -0-     *

OTAPE Investments, LLC (11)              670,000  3.0 %     670,000        -0-     *

WEC Partners (12)                         33,333   *         33,333        -0-     *

Victor Giamanco                          133,334   *        133,334        -0-     *

Christian Giamanco                       133,334   *        133,334        -0-     *

Joseph Giamanco, Jr.                     133,332   *        133,332        -0-     *
                                      ----------          ---------  ----------
                         TOTAL         7,563,773          4,746,511   2,817,262


                                   8



 *  Less than 1%

(1)   Robert  Cimini  has sole  voting and investment control over the 
      shares held  by  R. Cimini &  Associates.  Mr. Cimini  disclaims 
      beneficial  ownership  of  the  securities  held by  R. Cimini & 
      Associates.  

(2)   Richard Lewis  has sole voting and  investment control over  the 
      shares held by The Lewis Group.  Mr. Lewis  disclaims beneficial 
      ownership of the securities held by The Lewis Group.  

(3)   Mr. Bergenfield is a Company director.

(4)   Mark Nordlicht has sole  voting and investment control over  the 
      shares held by Platinum Partners Value.  Mr. Nordlicht disclaims
      beneficial ownership of the securities held by Platinum Partners
      Value.

(5)   Jeffrey Wolin has sole  voting and  investment  control over the 
      shares  held  by  Brighton  Capital  Ltd.  Mr.  Wolin  disclaims 
      beneficial ownership of the securities held by Brighton  Capital 
      Ltd.  

(6)   Steven  Slawson and  Walter Schenker  have voting and investment 
      control  over  the  shares held by TCMP3  Partners, LP.  Messrs. 
      Slawson  and  Schenker  disclaim  beneficial  ownership  of  the 
      securities held by TCMP3 Partners, LP.

(7)   The  Investment  Manager  of Gemini Master Fund, Ltd. is  Gemini 
      Investment  Strategies,  LLC.  The  Managing  Members of  Gemini 
      Investment   Strategies, LLC  are   Mr. Steven  W.  Winters  and 
      Mr. Richard S. Yakomin.  As such,  Messrs. Winters and   Yakomin 
      may be deemed beneficial owners of the  shares.  Messrs. Winters 
      and  Yakomin,  however, disclaim  beneficial  ownership  of such 
      shares. 

(8)   The Investment Advisor to Provident Premier Master Fund, Ltd. is
      Gemini  Investment  Strategies,  LLC.  The  Managing Members  of 
      Gemini Investment Strategies, LLC are Mr. Steven W. Winters  and 
      Mr. Richard S. Yakomin.  As  such, Messrs.  Winters and  Yakomin 
      may be deemed beneficial owners  of the shares.  Messrs. Winters 
      and  Yakomin,  however, disclaim  beneficial  ownership of  such 
      shares.

(9)   Michael E. Fein and Stephen E. Saltstein, as principals of Atoll
      Asset  Management, LLC, the Managing Member of Truk  Opportunity 
      Fund,  LLC,  exercise  investment  and  voting control  over the 
      securities owned by Truk Opportunity  Fund, LLC.  Both Mr.  Fein 
      and   Mr.  Saltzstein  disclaim  beneficial  ownership   of  the 
      securities owned by Truk Opportunity Fund, LLC.

(10)  Michael Coughlin has sole voting and investment control over the
      shares held by AS Capital Partners, LLC.  Mr. Coughlin disclaims
      beneficial ownership of the securities held by AS Capital 
      Partners, LLC.

(11)  Ira M. Leventhal has sole voting and investment control over the
      shares held by OTAPE Investments, LLC.  Mr. Leventhal  disclaims 
      beneficial   ownership   of   the   securities   held  by  OTAPE 
      Investments, LLC.

(12)  Ethan   Benovitz, Jaime   Hartman  and  Daniel   Saks   exercise 
      investment and voting control over the  securities owned by  WEC 
      Partners.  Messrs.  Benovitz,   Hartman,   and   Saks   disclaim 
      beneficial ownership of the securities owned by WEC Partners.


                         PLAN OF DISTRIBUTION

      We  are registering shares of our common stock on behalf of  the
selling   stockholders.    As  used  in  this   prospectus,   "selling
stockholders"  includes  donees and pledgees selling  shares  received
from  a  named selling stockholder after the date of this  prospectus.
We  will  pay for all costs, expenses and fees in connection with  the
registration of the shares. The selling stockholders will pay for  all
selling  discounts  and commissions, if any. The selling  stockholders
may  offer and sell their shares from time to time in one or  more  of
the following types of transactions (including block transactions):

     .   on the American Stock Exchange,
     .   in privately negotiated transactions,
     .   through put or call options  transactions  relating
         to the shares,
     .   through short sales of shares, or
     .   a combination of such methods of sale.

      The  selling  stockholders may sell their shares  at  prevailing
market  prices,  or at privately negotiated prices. Such  transactions
may or may not involve brokers  or dealers.  The selling  stockholders
have  not  entered into any  agreements, understanding or arrangements
with any  underwriters or  broker-dealers  regarding the sale of their

                                   9



shares, nor  is  there  an underwriter  or coordinating  broker acting
in  connection  with   the  proposed  sale  of  shares by  the selling
stockholders.  The selling stockholders may  be  deemed  underwriters.
To the extent any successor selling stockholder wishes to  sell  under
this  prospectus,  the  Company  will  file  a  prospectus  supplement
identifying such successor.

     The selling stockholders may offer and sell their shares directly
to purchasers or to or through broker-dealers, which may act as agents
or  principals.  Such broker-dealers may receive compensation  in  the
form  of  discounts,  concessions, or  commissions  from  the  selling
stockholders and/or the purchasers of shares.

      We have agreed to indemnify certain selling stockholders against
certain   liabilities,  including  liabilities   arising   under   the
Securities Act.

      Selling  stockholders also may resell all or a  portion  of  the
shares in open market transactions in reliance upon Rule 144 under the
Securities Act of 1933, provided they meet the criteria and conform to
the requirements of such rule.


                     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 12, 2005,
22,638,643 shares of our common stock were outstanding and held by 140
stockholders  of  record  and the Company believes approximately 1,200
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:

     .   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).

                                   10



     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  October 12, 2005, up to 11,192,845 shares of Common  Stock
are issuable pursuant to outstanding options and warrants as follows:

     .    2,000,500 shares of Common Stock are  issuable, in
          connection with outstanding options, at a weighted
          average  exercise  price of  $0.78. These  options 
          range   in   price   from   $0.37   to   $1.45 and 
          approximately 81% of them are not  in the money as 
          of the date of this prospectus.

     .    9,192,345 shares of  Common Stock are issuable, in
          connection  with   outstanding  warrants,   at   a 
          weighted  average  exercise price of $1.37.  These 
          warrants  range  in  price from $0.01 to $8.25 and 
          approximately  84% of them are not in the money as 
          of the date of this prospectus.


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, of which 1,115,000
shares have been converted to common stock as of October 12, 2005.

     Dividends.   The series A preferred stock will  pay  a  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.


Series B Preferred Stock
------------------------

     Our Board has designated 4,000,000 shares of our preferred  stock
as Series B Preferred Stock 918,000 shares of which are outstanding as
of October 12, 2005.

                                   11



     Dividends.   The  series  B  preferred  stock  will  pay  a  cash
dividend, at the rate of $0.08 per share per annum.

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

     Conversion.  Each share of the series B 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)
at any time upon written demand of the holder within the  first  year.
After one year, any outstanding Preferred B shares shall automatically
convert into common stock.

     Voting.  Holders of the series B 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 B preferred stock.


Delaware   Law   and  Certain  Charter  and  By-Law   Provisions   and
----------------------------------------------------------------------
Antitakeover Effects
--------------------

      Delaware  Law.   We are subject to Section 203 of  the  Delaware
General  Corporation  Law, which prevents an "interested  stockholder"
(defined in Section 203, generally, as a person owning 15% or more  of
a corporation's outstanding voting stock) from engaging in a "business
combination" with a publicly held Delaware corporation for three years
following  the  date  such  person became an  interested  stockholder,
unless:  (i) before such person became an interested stockholder,  the
board  of  directors  of the corporation approved the  transaction  in
which  the interested stockholder became an interested stockholder  or
approved  the  business  combination; (ii) upon  consummation  of  the
transaction  that resulted in the interested stockholder  becoming  an
interested stockholder, the interested stockholder owns at  least  85%
of  the  voting stock of the corporation outstanding at the  time  the
transaction  commenced  (subject  to  certain  exceptions);  or  (iii)
following  the  transaction in which that person became an  interested
stockholder,  the business combination is approved  by  the  board  of
directors   of  the  corporation  and  authorized  at  a  meeting   of
stockholders  by  affirmative  vote of  the  holders  of  66%  of  the
outstanding  voting  stock  of  the  corporation  not  owned  by   the
interested  stockholder.  A "business combination"  includes  mergers,
stock  or  asset sales and other transactions resulting in a financial
benefit to the interested stockholder.  The provisions of Section  203
could have the effect of delaying, deferring or preventing a change of
control.

       Certificate   of  Incorporation  and  Bylaws.    Our   restated
certificate of incorporation provides for the division of the board of
directors  into three classes with staggered three-year terms.   These
provisions result in an increase in the time required for stockholders
to change the composition of the board, and consequently may impede  a
change of control.

Transfer Agent, Warrant Agent and Registrar
-------------------------------------------

     The  transfer  agent  and   registrar  for  our  common  stock is
Continental Stock Transfer and Trust Company, New York, New York.

                                   12



             INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

     Our articles of incorporation provide that we will  indemnify our
officers, directors and other eligible persons to the  fullest  extent
permitted under the laws  of  the  state  of  Delaware.  We  have also
entered into  indemnification  agreements  with  each  of  our current
directors   and   executive   officers   which    will   provide   for
indemnification of, and advancement of expenses to, such  persons  for
expenses and liability incurred  by  them  by reason  of the fact that
they are or were a director, officer, or stockholder of the Company.


                             LEGAL MATTERS

     The validity of the common stock offered with this prospectus has
been passed  upon  for AquaCell  Technologies, Inc. by Harold W. Paul,
LLC, Westport, Connecticut.


                                EXPERTS

     Our consolidated financial statements as of June 30, 2005 and for
each  of the two fiscal years in the period ended June 30, 2005, which
are incorporated  by  reference  herein from our Annual Report on Form
10-KSB  for  the  year  ended  June  30, 2004  have  been  audited  by
Wolinetz,  Lafazan  &  Company,  PC,  independent  registered   public
accounting firm, as stated in their report, which is also incorporated
by reference herein, and have  been  so  included in reliance upon the
report  of  such  firm  given  upon  their  authority  as  experts  in
accounting and auditing.

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                      AquaCell Technologies, Inc.
                            [Company Logo]





                             Common Stock
                             ------------





                          P R O S P E C T U S








                            November 2, 2005

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