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sc 13d
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schedule 13d




                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                 SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                            (Amendment No. ____)/1/






                          AquaCell Technologies, Inc.
-------------------------------------------------------------------------------
                               (Name of Issuer)


                                 Common Stock
-------------------------------------------------------------------------------
                        (Title of Class of Securities)


                                   03840N107
-------------------------------------------------------------------------------
                                (CUSIP Number)


                               July 26, 2004
-------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X]  Rule 13d-1(b)
[_]  Rule 13d-1(c)
[_]  Rule 13d-1(d)

----------
    /1/  The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

    The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


__________________                                        _____________________
 CUSIP No.                                                 Page 2 of __ pages


===============================================================================
 1   NAME OF REPORTING PERSON
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)


     Henry C. Smith
--------------------------------------------------------------------------------
 2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                     (a)
                                                                     (b)
--------------------------------------------------------------------------------
 3   SEC USE ONLY


--------------------------------------------------------------------------------
 4   CITIZENSHIP OR PLACE OF ORGANIZATION
     Bristol, Pennsylvania
     United States of America
--------------------------------------------------------------------------------
                5    SOLE VOTING POWER
   NUMBER OF                         1,000,000
    SHARES      ----------------------------------------------------------------
     BENE-      6    SHARED VOTING POWER
   FICIALLY                          0
   OWNED BY     ----------------------------------------------------------------
     EACH       7    SOLE DISPOSITIVE POWER
   REPORTING                         1,000,000
    PERSON      ----------------------------------------------------------------
     WITH:      8    SHARED DISPOSITIVE POWER
                                     0
--------------------------------------------------------------------------------
 9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                     1,000,000*
--------------------------------------------------------------------------------
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     (See Instructions)   [_]
--------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     5%
--------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON (See Instructions)
     IC
===============================================================================

*(including 500,000 warrants currently vested and exercisable)


Item 1.  (a) Name of issuer: AquaCell Technologies, Inc.

         (b) Address of issuer's principal executive offices:
             10410 Trademark Street
             Rancho Cucamonga, California 91730



Item 2.  (a)   Name of persons filing: Henry C. Smith

         (b)   Address of principal business office or, if none, residence:
               1210 Seabird Drive
               Bristol, PA  19007





         (c)   Citizenship:
               Bristol, Pennsylvania
               United States of America


         (d)   Title of class of securities: Common Stock

         (e)   CUSIP No.: 03840N107


Item 3.  If this statement is filed pursuant to (S)(S) 240.13d-1(b) or (S)(S)
         240.13d-2(b) or (c), check whether the person filing is a: IC

         If this statement is filed pursuant to Rule 13d-1(c), check this box.

Item 4.  Ownership

         (a)   Amount beneficially owned: 1,000,000
         (b)   Percent of class: 5%

         (c)   Number of shares as to which such person has: 1,000,000

         (i)   Sole power to vote or to direct the vote: 0

         (ii)  Shared power to vote or to direct the vote: 1,000,000

         (iii) Sole power to dispose or to direct the disposition of: 0


         (iv)  Shared power to dispose or to direct the disposition of:

Item 5.  Ownership of 5 Percent or Less of a Class

         Not applicable.

Item 6.  Ownership of More than 5 Percent on Behalf of Another Person

         Not applicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company or Control
         Person

         Not applicable.

Item 8.  Identification and Classification of Members of the Group

         Not applicable.

Item 9.  Notice of Dissolution of Group

         Not applicable.

Item 10. Certification

         Not applicable.


The following certification shall be included if the statement is filed pursuant
to (S)240.13d-1(b):

     By signing below I certify that, to the best of my knowledge and belief,
     the securities referred to above were acquired and are held in the ordinary
     course of business and were not acquired and are not held for the purpose
     of or with the effect of changing or influencing the control of the issuer
     of the securities and were not acquired and are not held in connection with
     or as a participant in any transaction having that purpose or effect.


                                   SIGNATURE

  After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.



Dated:  October 12, 2004                  /s/ Henry C. Smith
                                          -----------------------------
                                           Henry C. Smith