AquaCell Technologies, Inc. 
                              10410 Trademark Street
                            Rancho Cucamonga, CA 91730
                                 Tel 909.987.0456
                              Toll Free 800.326.5222
                                 Fax 909.987.6846

January 12, 2005


Matt Franker, Esq.
Securities & Exchange Commission
100 F Street, N.E.
Washington, DC 20549

      Re:    Withdrawal of Registration Statement on Form 10-SB 
             Filed November 8, 2005
             File Number 001-16165
Dear Mr. Franker:

      Pursuant to Rule 477 under the Securities Act of 1933, as amended, 
AquaCell Technologies, Inc. hereby applies for an immediate withdrawal of the 
above referenced registration statement.  The registration statement has not 
been declared effective by the Commission and no securities have been sold in 
connection with the offering contemplated thereby.  

      The registration statement is being withdrawn in response to a comment 
received on the registration statement from the staff of the Commission.

      Please contact Harold W. Paul, Esq., our legal counsel, at (203) 256-8005 
if you have any questions or require additional information regarding this 


/s/ Gary S. Wolff

Gary S. Wolff
Chief Financial Officer