Sulphco S3/A Shelf registration (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM S-3/A

Amendment No. 1

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

____________________________

SULPHCO, INC.

(Exact name of Registrant as specified in its charter)

Nevada	88-0224817
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

4333 W. Sam Houston Pkwy N., Suite 190

Houston, TX 77043

(713) 896-9100

(Address, including zip code, and telephone number, including area code,

of Registrant's principal executive office)

Mr. Stanley W. Farmer

Vice President and Chief Financial Officer

SulphCo, Inc.

4333 W. Sam Houston Pkwy. N., Suite 190

Houston, TX 77043

(713) 896-9100

(Name, Address, including zip code, and

telephone number, including area code, of agent for service)

Copy to:

Robert S. Matlin, Esq.

Robert D. Shin, Esq.

Kirkpatrick & Lockhart Preston Gates Ellis LLP

599 Lexington Avenue

New York, NY 10022

212-536-3900

_____________________

Approximate date of proposed sale to the public: From time to time after the Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

Calculation of Registration Fee

Title of each class of securities to be registered	Amount to be registered(1)		Proposed maximum offering price per share(2)		Proposed maximum aggregate offering price(1)(2)		Amount of registration fee(3)

Common Stock, $.001 par value		2,026,570	$	4.78	$	9,687,004.60	$	380.70

(1)	Please refer to the "Selling Security Holders" section of the prospectus that is part of this Registration Statement for a description of what comprises the 2,026,570 shares of Common Stock being registered. Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also relates to an indeterminate number of shares of common stock which are issuable upon stock splits, stock dividends, recapitalizations or other similar transactions.

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, as amended, and based upon the average high and low sales prices of the Registrant's Common Stock on January 3, 2008, as reported on the American Stock Exchange.

(3)	Previously paid.

_____________________________________________________________________________________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

PROSPECTUS

SUBJECT TO COMPLETION, DATED FEBRUARY 1, 2008

SULPHCO, INC.

2,026,570 Shares of Common Stock

This prospectus relates to the reoffer and resale, from time to time, of up to 2,026,570 common shares by the selling security holders listed on page 17 of this prospectus.

The reoffer and resale of the common shares covered by this prospectus will be made by the selling security holders listed in this prospectus in accordance with one or more of the methods described in the plan of distribution, which begins on page 24 of this prospectus. We will not receive any of the proceeds from the sale of any common shares by the selling security holders, but we have agreed to bear certain expenses of registering the resale of the common shares under federal and state securities laws.

Our common stock is listed on the American Stock Exchange under the symbol "SUF." On January 31, 2008, the last reported sale price of our common stock on the American Stock Exchange was $3.13 per share.

Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page 6.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

This prospectus is dated ________ __, 2008

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

TABLE OF CONTENTS

	Page No.

SUMMARY	3

RISK FACTORS	6

FORWARD LOOKING STATEMENTS	14

USE OF PROCEEDS	14

SELLING SECURITY HOLDERS	15

PLAN OF DISTRIBUTION	24

EXPERTS	26

LEGAL MATTERS	26

WHERE YOU CAN FIND MORE INFORMATION	26

SUMMARY

This summary highlights important information included in or incorporated by reference in this prospectus. This summary may not contain all of the information that you should consider before investing in the common stock. You should read the entire prospectus carefully, including the documents incorporated by reference in this prospectus.

References to "we," "us," "our company" and "SulphCo" refer to SulphCo, Inc.

Our Business

We are engaged in the business of developing and commercializing our patented and proprietary technology for the “upgrading” of crude oil by reducing its relative density, its viscosity and its sulfur and nitrogen content. Our patented and proprietary process, which we refer to as Sonocracking(TM), is based upon the novel use of high power ultrasonics - the application of high energy, high frequency sound waves which alter the molecular structure of the crude oil. This decreases the relative density and viscosity of crude oil and correspondingly increases the amount of lighter oils that can be recovered during the refinery processes.

The markets for our Sonocracking(TM) technology and our Sonocracker(TM) units are crude oil producers and refiners. The economic value of crude oil is driven largely by both the relative density of the crude and sulfur content. Because our technology is expected to decrease the relative density of crude oil and at the same time reduce the sulfur content in a cost-effective way, the successful commercialization of our technology can be expected to produce economic benefits to future customers in these markets.

We have been developing our Sonocracking(TM) technologies on an ongoing basis since 1999. Testing has been done through in-house facilities and through third parties. Beginning in mid-2002 our development activities centered on re-designing, upgrading and testing of laboratory scale prototypes utilizing more powerful ultrasonic generators, and redesigning these prototypes to accommodate the more powerful generators.

During 2005, we completed construction of a 5,000 bbl/day Sonocracking(TM) unit and a 15,000 bbl/day Sonocracking(TM) unit at our facilities in Sparks, Nevada, which culminated months of testing the internal components of the unit at our facility. These units are designed to be modular in order to facilitate both scalability and maintenance. The 15,000 bbl/day unit is comprised of three 5,000 bbl/day units installed in parallel. Both the 5,000 and 15,000 bbl/day units are prototypes used for demonstration purposes for customers who may require customized installations to fit their processing needs.

Approximately two years ago, we also completed the design of a Sonocracking(TM) unit intended to process 30,000 bbl/day. This unit is based upon the design of the 5,000 and 15,000 bbl/day prototypes. A 15,000 bbl/day unit consists of three 5,000 bbl/day units, and a 30,000 bbl/day unit consists of six 5,000 bbl/day units. In December 2005, we entered into an agreement with NTG GmbH (NTG) of Gelnhausen, Germany to manufacture seven 30,000 bbl/day fully automated, stainless steel Sonocracking(TM) units pursuant to SulphCo’s design and specifications. Six of these units were installed in our test facility in Fujairah, United Arab Emirates (“Fujairah”). The 30,000 bbl/day unit is expected to be used as a commercial prototype when fulfilling future customer orders.

During 2006, we entered into Memorandums of Understanding (“MOU”), Letters of Intent (“LOI”) and testing agreements with several major oil companies including Total in France, Petrobras in Brazil, SK Corporation in South Korea, Hyundai Oilbank Co., Ltd in South Korea, and OMV in Austria. These agreements indicate the market’s interest in the SulphCo’s Sonocracking (TM) technology and provide us several avenues for validation testing of the process. Furthermore, these testing agreements lay the groundwork for future commercial discussions and development options for the technology.

In 2006, we entered into an MOU with Pierson Capital International Ltd (“Pierson”). As part of the agreement, Pierson accepted the appointment as SulphCo’s adviser and coordinator for operational logistics associated with the Sonocracking(TM) technology, beginning with the test facility under construction in Fujairah, UAE. Included within the scope of Pierson’s involvement in Fujairah are marine terminal capabilities, storage and tanker capacities, and import and export management.

We continued construction of an 180,000 bbl/day Sonocracking(TM) test facility in Fujairah, UAE throughout 2006. Over the course of the year, over $20 million was invested in a test facility. Although progress in 2006 was hampered with delays due to poor execution by our construction contractor, these problems were overcome and in August of 2007 we commissioned the first Sonocracking (TM) unit. The commissioning included the completion of infrastructure and ancillary facilities, including electric, cooling, water tanks, sludge tanks, pumps, control systems, a water separator and external feed lines, sufficient to allow continuous operation of one of the six commercial scale 30,000 bpd Sonocracking(TM) units installed at the facility.

In late 2006 and early 2007, we engaged two external vendors to facilitate the development of ultrasound probes with improved operational performance and reliability. We received and tested the first set of improved probe prototypes in January 2007, with encouraging results with respect to reliability. Additional improvements in probe design were implemented throughout 2007 and are expected to continue in 2008. On November 9, 2007, SulphCo entered into a license agreement (the “License Agreement”) with Industrial Sonomechanics, LLC (“ISM”). Under the License Agreement, ISM granted exclusive worldwide rights to SulphCo to use ISM’s patented ultrasound horn and reactor technology for ultrasound upgrading of crude oil and crude oil fractions. The focus of our current research centers on modifying probe performance to optimize the Sonocracking(TM) process.

We are a development stage company. From our inception through the date of this prospectus, we have not generated any material revenues and have not made a profit. As of September 30, 2007, we have an accumulated deficit of approximately $102.6 million. For the three and nine-month periods ended September 30, 2007, the Company recognized net losses of approximately $4.4 million and $14.6 million, respectively and net losses attributable to common stockholders of approximately $8.4 million and $31.8 million, respectively. We are unable to predict when we will be able to generate revenues from commercial activities on a sustained basis or the amounts expected from such activities. Our ability to generate revenues and profits in the future is dependent upon the successful commercialization of our Sonocracking(TM) technology. We cannot assure you when or if our Sonocracking(TM) technology will be successfully commercialized or when or if we will be able to generate material revenues on a sustained basis or achieve or maintain profitability even if we succeed in commercializing our technology.

Information Regarding Our

Disclosure Controls and Procedures and Internal Controls over Financial Reporting

As of December 31, 2006 and in subsequent quarters through June 30, 2007, we detected material weaknesses in our disclosure controls and procedures regarding information required to be included in SEC reports. As a result of these weaknesses, management had concluded that as of December 31, 2006, and in subsequent quarters through June 30, 2007, our disclosure controls and procedures were not effective as of such dates. In particular, management concluded that:

There were deficiencies in the communications between previous management to the Board of Directors and the Audit Committee;

We did not have adequate controls over the accounting, review and processing of transactions involving decisions to expense or capitalize certain items involving research and development, fixed assets and patent maintenance;

We did not have adequate transaction controls over the accounting, review and processing of liability recognition at the end of accounting periods;

We did not have adequate controls over the accounting, review and processing of transactions involving issuances of stock and options or cash commitments; and

We lacked personnel with sufficient financial expertise and experience to make appropriate judgments resulting in appropriate accounting and financial reporting.

In the first quarter of 2007, the Company began taking corrective actions to address these material weaknesses, including the appointment of a new CEO and a new President. In the second quarter of 2007, the Company continued these corrective actions with the appointment of a new CFO with more experience in public company reporting. With the addition of these executives, communications between the Company’s management and the Board of Directors, as well as our internal controls over accounting and financial reporting were vastly improved. As a result of these corrective actions and the Company’s remediation efforts during the three and nine-month periods ended September 30, 2007, the Company concluded that, as of September 30, 2007, its disclosure controls and procedures were effective.

Our Company

We were incorporated in the State of Nevada in 1986. Our predecessor, GRD, Inc., commenced its current line of business in 1999. Our executive offices are located at 4333 W. Sam Houston Pkwy N., Suite 190, Houston, TX 77043. Our telephone number is (713) 896-9100. Our corporate website is www.sulphco.com. Information contained in our website is not part of this prospectus.

The Shares Offered in this Prospectus

Common stock offered	Up to 2,026,570 shares of our common stock are being offered by the selling security holders under this prospectus. 1,976,570 shares are shares of common stock underlying warrants issued to certain investors, pursuant to Amendment No. 2 to Securities Purchase Agreements and Warrants, dated as of November 28, 2007. Details of the these warrants are as follows: · All warrants are exercisable at $7.00 per share; · Warrants have a 3-year term. 45,000 shares are shares of common stock underlying warrants issued to Industrial Sonomechanics, LLC, who received such shares as a fee under an exclusive licensing agreement with the Company (the “ISM Agreement”). These warrants are exercisable at $6.025 per share and have a three-year term. 5,000 shares are shares of common stock underlying warrants issued to JM Resources LLC, who received such shares under the ISM Agreement. These warrants are exercisable at $6.025 per share and have a three-year term.

Use of Proceeds	All of the shares of common stock being offered under this prospectus are being offered and sold by the selling security holders. Accordingly, although we may receive proceeds from time to time from the exercise of warrants by the selling security holders, we will not receive any proceeds from the resale of the shares by the selling security holders.

Transfer Agent and Registrar	Integrity Stock Transfer

RISK FACTORS

We are a development stage company with a limited operating history, which makes it more difficult to predict whether we will be able to successfully commercialize our technology and implement our business plan.

We are a development stage company with a limited operating history, and our principal technologies and products are not yet commercially proven. Accordingly, there is a limited operating history upon which to base an assumption that we will be able to successfully implement our business plan.

Our technologies are not fully developed, are commercially untested, and therefore, the successful development and commercialization of our technologies remain subject to significant uncertainty.

Our activities, to date, have involved the research and development of our crude oil desulphurization and upgrading technologies and the construction of a test facility. We have not yet generated any material revenues since commencing these activities in January 1999. Commercial application of our technologies will require further investment, development and testing. We may be unable to complete the commercialization of our technologies on a timely basis, or at all.

Development and commercialization of a new technology, such as our Sonocracking(TM) process, is inherently subject to significant risks. Accordingly, we cannot assure that our technology will perform in a commercial scale setting as indicated in initial laboratory or small scale testing or that we will be able to successfully commercialize our technology. Introducing and enhancing a new technology involves numerous technical challenges, substantial financial and personnel resources, and often takes many months or years to complete. We cannot be certain that we will be successful at commercializing our technology on a timely basis, or in accordance with milestones, if at all. In addition, we cannot be certain that, once our processing unit is made operational in a commercial setting, the unit will perform as expected. Our technology is complex and, despite further vigorous testing and quality control procedures, may contain undetected errors. Any inability to timely deliver a commercially viable unit could have a negative effect on our business, revenues, financial condition and results of operations.

We have a history of operating losses and have not generated material revenues to date, and we are unable to predict when or if we will generate material revenues on a sustained basis or achieve profitability.

We have not generated any material revenues, and we have experienced significant operating losses in each period since we commenced our current line of business in January 1999. As of September 30, 2007, we had an accumulated deficit of approximately $102.6 million, including approximately $13.5 million of stock-based compensation expense. These losses are principally associated with the research and development of our Sonocracking(TM) units, research and development of ultrasound technologies, development of pre-production prototypes and related marketing activity, and we expect to continue to incur expenses in the future for development, commercialization and sales and marketing activities related to the commercialization of our technology. We cannot predict when or to what extent our technology or resulting products will begin to produce revenues on a sustained basis, or whether we will ever reach profitability. If we are unable to achieve significant levels of revenue on a sustained basis, our losses will continue. If this occurs, we may be compelled to significantly curtail our business activities or suspend or cease our operations.

We may not have sufficient working capital in the future, and we may be unable to obtain additional capital, which could result in the curtailment, suspension or cessation of our business activity. If we obtain additional financing, you may suffer significant dilution.

In the past we have financed our research and development activities primarily through debt and equity financings. Our existing capital resources may not be sufficient to fund our cash requirements for the next 12 months based upon our current levels of expenditures and anticipated needs. We expect that additional working capital will be required in the future. There is substantial doubt about our ability to continue as a going concern, as discussed in Note 1 to our 2006 annual financial statements (incorporated herein by reference). Our ability to continue as a going concern is dependent on our ability to implement our business plan and raise additional funds.

The extent and timing of our future capital requirements will depend upon several factors, including:

Obtaining test results validating the technology;

Continued progress toward commercialization of our technologies;

Rate of progress and timing of product commercialization activities and arrangements; and

In the event that a collaborative partner is necessary, our ability to establish and maintain collaborative arrangements with third parties for product development, commercialization, marketing, sales and manufacturing.

Accordingly, our capital requirements may vary materially from those currently planned, and we may require additional financing sooner than anticipated.

Sources of additional capital, other than from future revenues (for which we presently have no commitments) include proceeds from the exercise of warrants issued to certain investors in March and November of 2007, funding through collaborative arrangements, licensing arrangements and debt and equity financings. We do not know whether additional financing will be available on commercially acceptable terms when needed. If we cannot raise funds on acceptable terms, we may not be able to successfully commercialize our technology, or respond to unanticipated requirements. If we are unable to secure such additional financing, we may have to curtail, suspend or cease all or a portion of our business activities. Further, if we issue equity securities, our shareholders may experience severe dilution of their ownership percentages, and the new equity securities may have rights, preferences or privileges senior to those of our common stock.

Commercial activities by us in foreign countries could subject us to political and economic risks which could impair future potential sources of revenue or impose significant costs.

We are currently engaged in activities outside the U.S., including the United Arab Emirates, Austria and South Korea, and we expect to continue to do so in the future, either directly, or through partners, licensees or other third parties, in connection with the commercialization of our technologies. The transaction of business by us in a foreign country, either directly or through partners, licensees or other third parties, may subject us, either directly or indirectly, to a number of risks, depending upon the particular country. These risks may include, with respect to a particular foreign country:

·	Government activities that may result in the curtailment of contract rights;

·	Government activities that may restrict payments or limit the movement of funds outside the country;

·	Confiscation or nationalization of assets;

·	Confiscatory or other adverse foreign taxation regulations;

·	Acts of terrorism or other armed conflicts and civil unrest;

·	Currency fluctuations, devaluations and conversion restrictions; and

·	Trade restrictions or embargoes imposed by the U.S. or a foreign country.

Many of these risks may be particularly significant in some oil producing regions, such as the Middle East and South America.

We may have difficulty managing our growth.

We expect to experience significant growth if we are successful in our efforts to roll out our Sonocracking(TM) units on a worldwide basis. This growth exposes us to increased competition, greater operating, marketing and support costs and other risks associated with entry into new markets and the development of new products, and could place a strain on our operational, human and financial resources. To manage growth effectively, we must:

attract and retain qualified personnel;

upgrade and expand our infrastructure so that it matches our level of activity;

manage expansion into additional geographic areas; and

improve and refine our operating and financial systems and managerial controls and procedures.

If we do not effectively manage our growth, we will not be successful in executing our business plan, which could materially adversely affect our business, results of operations and financial condition.

Our strategy for the development and commercialization of our technologies contemplates collaborations with third parties, making us dependent on them for our success.

We do not possess all of the capabilities to fully commercialize our desulphurization and upgrading technologies on our own. Our success may depend upon partnerships and strategic alliances with third parties. Collaborative agreements involving the development or commercialization of technology such as ours generally pose such risks as:

Collaborators may not pursue further development or commercialization of products resulting from collaborations or may elect not to continue or renew research and development programs;

Collaborators may delay development activities, underfund development activities, stop or abandon development activities, repeat or conduct new testing or require changes to our technologies for testing;

Collaborators could independently develop, or develop with third parties, products that could compete with our future products;

The terms of our agreements with collaborators may not be favorable to us;

A collaborator may not commit enough resources, thereby delaying commercialization or limiting potential revenues from the commercialization of a product;

Collaborations may be terminated by the collaborator for any number of reasons, including failure of the technologies or products to perform in line with the collaborator’s objectives or expectations, and such termination could subject us to increased capital requirements if we elected to pursue further activities.

We have very limited manufacturing, marketing and sales experience, which could result in delays to the implementation of our business plan.

We have very limited manufacturing, marketing and product sales experience. We cannot assure you that contract manufacturing services will be available in sufficient capacity to supply our product needs on a timely basis. If we decide to build or acquire commercial scale manufacturing capabilities, we will require additional management and technical personnel and additional capital.

We rely on third parties to provide certain components for our products. If our vendors fail to deliver their products in a reliable, timely and cost-efficient manner, our business will suffer.

We currently depend on relationships with third parties such as contract manufacturing companies and suppliers of components critical for the product we are developing in our business. If these providers do not produce these products on a timely basis, if the products do not meet our specifications and quality control standards, or if the products are otherwise flawed, we may have to delay product delivery, or recall or replace unacceptable products. In addition, such failures could damage our reputation and could adversely affect our operating results. As a result, we could lose potential customers and any revenues that we may have at that time may decline dramatically.

We are highly dependent on our key personnel to manage our business, and because of competition for qualified personnel, we may not be able to recruit or retain necessary personnel. The loss of key personnel or the inability to retain new personnel could delay the implementation of our business plan.

Our success depends to a significant degree on the continued services of our senior management and other key employees, and our ability to attract and retain highly skilled and experienced scientific, technical, managerial, sales and marketing personnel. We cannot assure you that we will be successful in recruiting new personnel or in retaining existing personnel. None of our senior management or key personnel has long term employment agreements with us. We do not maintain key person insurance on any members of our management team or other personnel. The loss of one or more key employees or our inability to attract additional qualified employees could delay the implementation of our business plan, which in turn could have a material adverse effect on our business, results of operations and financial condition. In addition, we may experience increased compensation costs in order to attract and retain skilled employees.

Because the market for products utilizing our technologies is still developing and is highly competitive, we may not be able to compete successfully in the highly competitive and evolving desulphurization and upgrading market.

The market for products utilizing our technologies is still developing and there can be no assurance that our products will ever achieve market acceptance. Because we presently have no customers for our business, we must convince petroleum producers, refiners and distributors to utilize our products or license our technology. To the extent we do not achieve market penetration, it will be difficult for us to generate meaningful revenue or to achieve profitability.

The success of our business is highly dependent on our patents and other proprietary intellectual property, and we cannot assure you that we will be able to protect and enforce our patents and other intellectual property.

Our commercial success will depend to a large degree on our ability to protect and maintain our proprietary technology and know-how and to obtain and enforce patents on our technology, including rights to the intellectual property of others obtained through licensing agreements, such as our license agreement with Industrial Sonomechanics, LLC. We rely primarily on a combination of patent, copyright, trademark and trade secrets laws to protect our intellectual property. Although we have filed multiple patent applications for our technology, and we have five issued patents in the U.S., our patent position is subject to complex factual and legal issues that may give rise to uncertainty as to the validity, scope and enforceability of a particular patent. Accordingly, we cannot assure you that any patents will be issued pursuant to our current or future patent applications or that patents issued pursuant to such applications will not be invalidated, circumvented or challenged. Also, we cannot assure you that the rights granted under any such patents will provide the competitive advantages we anticipate or be adequate to safeguard and maintain our proprietary rights. In addition, effective patent, trademark, copyright and trade secret protection may be unavailable, limited or not applied for in certain foreign countries. Moreover, we cannot assure you that third parties will not infringe, design around, or improve upon our proprietary technology.

We also seek to protect our proprietary intellectual property, including intellectual property that may not be patented or patentable, in part by confidentiality agreements and, if applicable, inventor's rights agreements with our employees and third parties. We cannot assure you that these agreements will not be breached, that we will have adequate remedies for any breach or that such persons will not assert rights to intellectual property arising out of these relationships.

We are a new entrant in our business and we face significant competition.

We are a new entrant in the market for development and sale of upgrading and sulfur reduction technology to the oil industry. We face well-established and well-funded competition from a number of sources. Our competitors in this area include manufacturers of conventional refinery desulphurization equipment and major integrated oil companies and oil refineries. Most of these entities have substantially greater research and development capabilities and financial, scientific, manufacturing, marketing, sales and service resources than we do.

Because of their experience and greater research and development capabilities, our competitors might succeed in developing and commercializing competing technologies or products which would render our technologies or products obsolete or non-competitive.

Regulatory developments could have adverse consequences for our business.

The regulatory environment that pertains to our business is complex, uncertain and changing rapidly. Although we anticipate that existing and proposed governmental mandates regulating the sulfur content of petroleum products will continue to provide an impetus for customers to utilize our Sonocracking(TM) technology for desulphurization, it is possible that the application of existing environmental legislation or regulations or the introduction of new legislation or regulations could substantially impact our ability to launch and promote our proprietary technologies, which could in turn negatively impact our business.

Rules and regulations implementing federal, state and local laws relating to the environment will continue to affect our business, including laws and regulations which may apply to the use and operation of our Sonocracker(TM) units, and we cannot predict what additional environmental legislation or regulations will be enacted or become effective in the future or how existing or future laws or regulations will be administered or interpreted with respect to products or activities to which they have not been applied previously. Compliance with more stringent laws or regulations, as well as more vigorous enforcement policies of regulatory agencies, could have a materially adverse effect on our business.

To date, environmental regulation has not had a material adverse effect on our business, which is presently in the development stage. However, future activities may subject us to increased risk when we commercialize our units by reason of the installation and operation of these units at customer sites. We intend to address these risks by imposing contractual responsibility whenever practicable, on third party users for maintaining necessary permits and complying with applicable environmental laws governing or related to the operation of our units. However, these measures may not fully protect us against environmental risks. Furthermore, although we may be entitled to contractual indemnification from third parties for environmental compliance liabilities, this would not preclude direct liability by us to governmental agencies or third parties under applicable federal and state environmental laws. We are presently unable to predict the nature or amount of additional costs or liabilities which may arise in the future related to environmental regulation. However, such future liabilities and costs could be material.

We may be sued for product liability, which could result in liabilities which exceed our available assets.

We may be held liable if any product we develop, or any product which is made with the use of any of our technologies, causes injury or is found otherwise unsuitable during product testing, manufacturing, marketing, sale or use. We currently have no product liability insurance. When we attempt to obtain product liability insurance, this insurance may be prohibitively expensive, or may not fully cover our potential liabilities. Inability to obtain sufficient insurance coverage at an acceptable cost or otherwise to protect against potential product liability claims could inhibit the commercialization of products developed by us. If we are sued for any injury caused by our products, our liability could exceed our available assets.

We are the defendant in several lawsuits, in which an adverse judgment against us could result in liabilities which exceed our available assets.

Details of the current status of outstanding litigation involving the Company are available in the Form 10-K for the fiscal year ended December 31, 2006, and the Forms 10-Q for the quarterly periods ended March 31, 2007, June 30, 2007 and September 30, 2007. An adverse judgment in any of these cases could result in material harm to our business or result in liabilities that exceed our available assets.

Our stock price is volatile, which increases the risk of an investment in our common stock.

The trading price for our common stock has been volatile, ranging from a sales price of $0.21 in October 2003, to a sales price of over $19.00 per share in January of 2006. The price has changed dramatically over short periods with decreases of more than 50% and increases of more than 100% percent in a single day. An investment in our stock is subject to such volatility and, consequently, is subject to significant risk.

Sales of our common stock, or market expectations of such sales, may have an adverse impact on the market price of our common stock.

This prospectus relates to the sale of up to 2,026,570 shares of common stock by the selling security holders. Large sales volumes by the selling security holders or market expectations of such sales could adversely affect the market price of our common stock.

The potential exercise of outstanding warrants and options and the potential conversion of our convertible notes could adversely affect the market price of our common stock, dilute the holdings of existing stockholders and impede our ability to obtain additional equity financing.

As of December 31, 2007, we had outstanding (i) warrants to purchase 6,002,068 shares of our common stock, (ii) options to purchase 1,790,524 shares of our common stock and (iii) notes payable convertible into 1,231,592 shares of our common stock. If the warrant and option holders exercise their warrants and options and convertible note holders convert their convertible notes, we will be obligated to issue additional shares of common stock at the stated exercise or conversion price. The existence of such rights to acquire common stock at fixed prices may prove a hindrance to our efforts to raise future equity funding, and the exercise of such rights will dilute the percentage ownership interest of our stockholders and may dilute the value of their ownership. Future sales of shares issuable on the exercise of outstanding warrants and options or the conversion of the convertible notes at fixed prices below prevailing market prices, or expectations of such actions, could adversely affect the prevailing market price of our common stock, particularly since such warrants or options may be exercised and the convertible notes may be converted at a fixed price and resold. Further, the holders of the outstanding warrants or options and the holders of the convertible notes may exercise or convert them at a time when we would otherwise be able to obtain additional equity capital on terms more favorable to us.

We do not expect to pay dividends on our common stock in the foreseeable future.

Although our stockholders may receive dividends if, as and when declared by our board of directors, we do not presently intend to pay dividends on our common stock until we are able to generate revenues and profits on a sustained basis and available cash exceeds our working capital requirements. Therefore, you should not purchase our common stock if you need immediate or future income by way of dividends from your investment.

In certain cases, our board of directors has the ability to issue additional shares of our common stock without obtaining the approval of our stockholders, which issuances may result in further dilution to our stockholders.

Our corporate charter currently authorizes our board of directors to issue up to 100,000,000 shares of common stock, of which 80,848,416 shares were outstanding as of December 31, 2007. In certain cases, the power of the board of directors to issue shares of common stock or warrants to purchase shares of common stock is not subject to stockholder approval under Nevada state law, the state of our corporate organization. Any additional issuance of our common stock may have the effect of further diluting the equity interest of our stockholders.

Our board of directors has the authority to issue up to 10,000,000 shares of preferred stock, none of which are issued or outstanding, and to determine the price, and the rights, preferences, privileges and restrictions, without any further vote or action by our stockholders. The rights of the holders of common stock may be adversely affected by the rights of the holders of any preferred stock that may be issued in the future. Rights, preferences and privileges applicable to future preferred stock issuances could include dividend, liquidation and voting rights which are greater than rights afforded our common stockholders. Because the holders of preferred stock may be entitled to vote on some matters as a class, issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of our company. The issuance of preferred stock, while providing desirable flexibility, could have the effect of making it more difficult for a third party to acquire control of our company.

Our former Chairman and CEO may attempt to control corporate decisions, and his interests may differ from the interests of other stockholders.

As of the date of this prospectus, Rudolf W. Gunnerman beneficially owned approximately 34 % of our issued and outstanding common stock. Accordingly, Dr. Gunnerman may effectively be able to exercise control over all matters requiring approval by our stockholders, including the election of directors and the approval of significant corporate transactions. Dr. Gunnerman’s interests may differ from the interests of other stockholders and, therefore, result in corporate decisions that may be disadvantageous to other stockholders. This concentration of ownership may also have the effect of delaying or preventing a change in control, which could have a material adverse effect on our stock price.

There may be adverse consequences to our shareholders and our business if our common stock ceases to be quoted on the American Stock Exchange or a principal stock exchange.

To continue to be listed on the American Stock Exchange, we must maintain certain requirements. If we fail to satisfy one or more of the requirements, our common stock may be delisted. If our common stock is delisted, and does not become listed on another stock exchange, then it will be traded, if at all, in the over-the-counter market commonly referred to as the NASD, Inc. OTC Bulletin Board or the "pink sheets." If this occurs, it may be more difficult for you to sell our common stock.

Because our common stock may be subject to rules governing low priced securities, market liquidity for our common stock could be adversely impacted.

If our common stock trades below $5.00 per share and is not listed on the American Stock Exchange or a national or regional securities exchange, our common stock is subject to the low priced security or so-called "penny stock" rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors. For any transaction involving a penny stock, unless exempt, the rules require, among other things, the delivery, prior to the transaction, of a disclosure schedule required by the Securities and Exchange Commission relating to the penny stock market. These rules also require that the broker determine, based upon information obtained from the investor, that transactions in penny stocks are suitable for the investor, and require the broker to obtain the written consent of the investor prior to effecting the penny stock transaction. The broker-dealer must also disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. So long as our common stock is characterized as a penny stock, the market liquidity for these shares could be severely affected. The regulations relating to penny stocks could limit the ability of broker-dealers to sell these securities and, in turn, the ability of stockholders to sell their shares in the secondary market.

As of December 31, 2006 and in subsequent quarters through June 30, 2007 we had concluded that our disclosure controls and procedures regarding information required to be included in SEC reports were not effective due to material weaknesses, and we might find other material weaknesses in the future which may adversely affect our ability to provide timely and reliable financial information and satisfy our reporting obligations under federal securities laws. As a result, current and potential stockholders could lose confidence in our financial reporting, which could harm our business and the trading price of our stock.

There were deficiencies in the communications between previous management to the Board of Directors and the Audit Committee;

We did not have adequate transaction controls over the accounting, review and processing of liability recognition at the end of accounting periods;

We did not have adequate controls over the accounting, review and processing of transactions involving issuances of stock and options or cash commitments; and

We lacked personnel with sufficient financial expertise and experience to make appropriate judgments resulting in appropriate accounting and financial reporting.

In the first quarter of 2007, the Company began taking corrective actions to address these material weaknesses, including the appointment of a new CEO and a new President. In the second quarter of 2007, the Company continued these corrective actions with the appointment of a new CFO with more experience in public company reporting. With the addition of these executives, communications between the Company’s management and the Board of Directors, as well as internal controls over accounting and financial reporting were vastly improved. As a result of these corrective actions and the Company’s remediation efforts during the three and nine-month periods ended September 30, 2007, the Company concluded that, as of September 30, 2007, its disclosure controls and procedures were effective.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the federal securities laws that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology, such as "may," "will," "should," "could," "expect," "plan," "anticipate," "believe," "estimate," "project," "predict," "intend," "potential" or "continue" or the negative of such terms or other comparable terminology, although not all forward-looking statements contain such terms. In addition, these forward-looking statements include, but are not limited to, statements regarding:

•

implementing our business strategy;

•

development, commercialization and marketing of our products;

•

our intellectual property;

•

our estimates of future revenue and profitability;

•

our estimates or expectations of continued losses;

•

our expectations regarding future expenses, including research and development, sales and marketing, manufacturing and general and administrative expenses;

•

difficulty or inability to raise additional financing, if needed, on terms acceptable to us;

•

our estimates regarding our capital requirements and our needs for additional financing;

•

attracting and retaining customers and employees;

•

sources of revenue and anticipated revenue; and

•

competition in our market.

These statements are only predictions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We are not required to and do not intend to update any of the forward-looking statements after the date of this prospectus or to conform these statements to actual results. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur. Actual results, levels of activity, performance, achievements and events may vary significantly from those implied by the forward-looking statements. A description of risks that could cause our results to vary appears under “Risk Factors” and elsewhere in this prospectus.

In this prospectus, we refer to information regarding our potential markets and other industry data. We believe that we have obtained this information from reliable sources that customarily are relied upon by companies in our industry, but we have not independently verified any of this information.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares by the selling security holders, nor will any of the proceeds from the sale of shares by the selling security holders be available for our use or otherwise for our benefit. All proceeds from the sale of the shares will be for the account of the selling security holders.

Proceeds from the exercise of warrants by the selling security holders, if any, will be used for working capital and general corporate purposes. We will retain broad discretion as to the use of proceeds from the exercise of warrants.

SELLING SECURITY HOLDERS

Up to 2,026,570 shares of our common stock are being offered by the selling security holders under this prospectus. Details of the share issuances are described below.

Amendment No. 2 to Securities Purchase Agreements and Warrants

Pursuant to Amendment No. 2 to Securities Purchase Agreements and Warrants (“Amendment No. 2”), dated as of November 28, 2007, between the Company and certain accredited investors, we agreed to issue warrants to purchase an aggregate of 1,976,570 shares of our common stock at $7.00 per share. These warrants were granted to these investors as an incentive to immediately exercise warrants (the “Original Warrants”) that had been issued to such holders under Amendment No. 1 to Securities Purchase Agreement, dated as of March 12, 2007. The Original Warrants were exercised by November 28, 2007, resulting in gross proceeds to the Company of approximately $5.3 million. New warrants were issued to replace the exercised warrants on a one to one basis, granting the exercising Original Warrant holders a right to purchase an aggregate of 1,976,570 shares of our common stock.

The warrants we issued in connection with Amendment No. 2 (the “Warrants”) are exercisable for a period of 36 months commencing on their date of issuance. The Warrants contain anti-dilution provisions providing for proportionate adjustments in the event of stock splits, stock dividends, reverse stock splits and similar events. Payment of the exercise price of the Warrants may be made, at the option of the Warrant holder, either in cash or by a "cashless exercise." Upon a cashless exercise, in lieu of paying the exercise price in cash, the Warrant holder would receive shares of common stock with a value equal to the difference between the market price (the average of the closing prices of the common stock for the five trading days immediately preceding the exercise date) at the time of exercise and the then current exercise price multiplied by the number of shares so exercised.

Amendment No. 2 requires us to register the shares of our common stock issuable upon exercise of the derivative securities for the accounts of the selling security holders. This prospectus is part of a registration statement on Form S-3 filed by us with the Securities and Exchange Commission under the Securities Act of 1933, as amended, covering the resale of such shares of our common stock from time to time by the selling security holders.

Shares Issued to Industrial Sonomechanics, LLC and JM Resources LLC

Pursuant to that certain License Agreement dated as of November 9, 2007, the Company agreed to issue warrants to purchase 45,000 shares of common stock share to Industrial Sonomechanics, LLC and warrants to purchase 5,000 shares of common stock to JM Resources LLC, at an exercise price of $6.025 per share. The warrants vest immediately and have a three-year term.

The sale and issuance of the units, common stock, warrants, additional investment rights and related securities are deemed to be exempt from the registration requirement of the Securities Act of 1933, as amended, in reliance on Section 4(2) of the Securities Act of 1933 and have been made without general solicitation or advertising.

Except as indicated in the notes to the table appearing below, the selling security holders have not held any positions or offices or had material relationships with us or any of our affiliates within the past three years, other than as a result of the ownership of our securities.

The following table sets forth information with respect to the number of shares of common stock which are beneficially owned by the selling security holders named below based on information received by us from the selling security holders on or before December 27, 2007, and as adjusted to give effect to the sale of the shares offered hereby. The shares beneficially owned have been determined in accordance with rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Shares of common stock which may be acquired by a beneficial owner upon exercise or conversion of warrants, options or rights which are currently exercisable or exercisable within 60 days are included in the table. Except as indicated by footnote, to our knowledge, the persons named in the table below have the sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

The selling security holders may from time to time offer and sell pursuant to this prospectus any or all of the shares of common stock being registered. The table assumes that the selling security holders exercise all of their rights and warrants, and sell all of such shares. We are unable to determine the exact number of shares that will actually be offered or sold pursuant to this prospectus. In addition, the selling security holders may have sold, transferred or otherwise disposed of all or a portion of the common stock shown as beneficially owned by them since the date information was provided to us by the selling security holders, in transactions exempt from the registration requirements of the Securities Act of 1933 or pursuant to the prospectus. Some of the selling security holders may also hold additional shares that have previously been registered under the Securities Act of 1933.

	Number of Shares Owned Prior to the Offering				Number of Shares Being Offered		Number of Shares Owned After the Offering		Percentage of Shares Owned After the Offering

The Merav Abbe Irrevocable Trust		651,668	(1	)		95,300		556,368		*
Nancy Abbe Trust		190,590	(2	)		48,000		142,590		*
Colman Abbe		95,286	(3	)		24,000		71,286		*
Cranshire Capital, L.P.		448,000	(4	)		87,500		360,500		*
Romana Ltd.		546,469	(5	)		95,294		451,175		*
Scot J. Cohen		1,610,992	(6	)		341,320		1,269,672		1.57
Bruce T. Bernstein		71,470	(7	)		35,735		35,735		*
Morris Wolfson		519,848	(8	)		25,000		494,848		*
Aaron Wolfson		1,282,860	(9	)		50,000		1,232,860		1.52
Iroquois Master Fund Ltd.		1,291,705	(10	)		350,000		941,705		1.12
Ellis International Limited Inc.		713,674	(11	)		216,510		447,164		*
Ellis Capital LLC		653,301	(11	)		150,000		503,301		*
Michael Gantcher		70,500				10,500		60,000		*
Joshua Silverman		73,287	(12	)		10,500		62,787		*
Brian Daly		35,732	(13	)		11,911		23,821		*
Eli Levitin		250,137	(14	)		10,000		240,137		*
Abraham Wolfson		371,105	(15	)		15,000		356,105		*
South Ferry #2		890,487	(16	)		100,000		790,487		*
Ari Dani Corp.		235,000	(17	)		50,000		185,000		*
Northfield Advisors Inc.		250,000	(18	)		250,000		-		*
Industrial Sonomechanics, LLC		45,000	(19	)		45,000		-		*
JM Resources LLC		5,000	(20	)		5,000		-		*
TOTAL**						2,026,570

_______________

Less than 1%.

Reflects beneficial ownership as determined in accordance with the provisions of Section 13 under the Securities Exchange Act of 1934 and the applicable rules thereunder, which in some instances results in the same shares reflected as being owned by more than one selling security holder. Accordingly, the total number of shares shown in this column as being owned prior to the offering is greater than the sum of the “Number of Shares Being Offered” and “Number of Shares Owned After the Offering.”

(1)

Colman Abbe, as the trustee of The Merav Abbe Irrevocable Trust, has the power to vote or dispose of the securities held by the trust. Colman Abbe is the father-in-law of Merav Abbe.

(2)

Colman Abbe, as the trustee of the Nancy Abbe Trust, has the power to vote or dispose of the securities held by the trust. Colman Abbe is Nancy Abbe’s husband.

	(3)	The beneficial ownership amount includes the number of shares owned by The Merav Abbe Irrevocable Trust and the Nancy Abbe Trust, for which Colman Abbe is the trustee. Colman Abbe is Merav Abbe’s father-in-law and Nancy Abbe’s husband.

	(4)	Mitchell P. Kopin, President of Downsview Capital, Inc., the General Partner of Cranshire Capital, L.P., has sole voting control and investment discretion over securities held by Cranshire Capital, L.P. Each of Mitchel P. Kopin and Downsview Capital, Inc. disclaims beneficial ownership of the shares held by Cranshire Capital, L.P. Cranshire confirms as follows: (i) that Cranshire was not part of the debenture financing and was unaware of the debenture financing until it was publicly announced, (ii) that it is Cranshire's policy not to enter into any short sales or other securities transactions while in possession of material, non-public information regarding the security in question, and (iii) that Cranshire acknowledges, and it is Cranshire's policy to comply with, the Staff's position that short sales of common stock made prior to the effectiveness of a PIPE re-sale registration statement may not be covered with the shares acquired in the PIPE transaction and subject to such registration statement.

	(5)	Moses Kraus is the person with dispositive voting or investment control.

	(6)	Scot Cohen is a director of Iroquois Master Fund, Ltd (“Iroquois”). Joshua Silverman is also a director of Iroquois. Scot Cohen does not have the power to vote or otherwise dispose of securities held by Iroquois or Joshua Silverman, and Iroquois and Joshua Silverman do not have the power to vote or otherwise dispose of securities held by Scot Cohen. Scot Cohen is the founder of the Scot Jason Cohen Foundation, Inc. (the “Foundation”). Scot Cohen does not have the power to vote or otherwise dispose of securities held by the Foundation and the Foundation likewise does not have the power to vote or otherwise dispose of securities held by Scot Cohen.

(7)

Bruce Bernstein is a co-owner with Brian Daly of Rockmore Capital, LLC, an unregistered investment adviser.

(8)

The beneficial ownership amount includes the number of shares owned by South Ferry #2, for which Morris Wolfson is the portfolio manager. Morris Wolfson disclaims beneficial ownership of the South Ferry #2 shares. He is the brother of Aaron Wolfson and Abraham Wolfson.

	(9)	Aaron Wolfson is a General Partner of South Ferry #2. He has delegated investment and voting authority of the South Ferry #2 shares to Morris Wolfson. He is the brother of Morris Wolfson and Abraham Wolfson.

	(10)	Iroquois Master Fund Ltd. is a Cayman Islands corporation, of which Scot Cohen and Joshua Silverman are directors. Iroquois has no power to vote or otherwise dispose of the securities held by either Scot Cohen or Joshua Silverman.

	(11)	Martin Chopp and Wilhelm Ungar are the persons with dispositive voting or investment control of Ellis International Limited Inc. and Ellis Capital LLC.

	(12)	Joshua Silverman is a director of Iroquois Master Fund Ltd. Scot Cohen is also a director of Iroquois. Neither Scot Cohen nor Joshua Silverman has the power to vote or dispose of the securities held by the other.

(13)

Brian Daly is a co-owner with Bruce Bernstein of Rockmore Capital, LLC, an unregistered investment adviser.

(14)

Eli Levitin is employed by Acta Realty Corp. (d/b/a The Wolfson Group), as Managing Director and General Counsel.

(15)

Abraham Wolfson is a general partner of South Ferry #2. He has delegated investment and voting authority of the South Ferry #2 shares to Morris Wolfson. He is the brother of Aaron Wolfson and Morris Wolfson.

(16)

Morris Wolfson is the portfolio manager of South Ferry #2. Aaron Wolfson and Abraham Wolfson are general partners of South Ferry #2.

	(17)	David Yisrael is the person with dispositive voting or investment control.

	(18)	Primeway SA has voting or investment control. The directors of Primeway SA are James Stuart Scobie, Stuart Wilkins, Philippe Robadin, Beat Kunz, Howard Nightingale and Andrew Cleeton.

	(19)	Alexey Peshkovsky is the person with dispositive voting or investment control.

	(20)	Jeff Meyer is the person with dispositive voting or investment control.

Based on information obtained from the selling security holders, except as provided otherwise above, none of the selling security holders have an existing short position in SulphCo’s common stock.

The following table provides details on all prior securities transactions between SulphCo (or any of our predecessors) and the selling security holders, any affiliates of the selling security holders, or any person with whom any selling security holder has a contractual relationship regarding the transaction (or any predecessors of those persons).

June 3, 2004 Private Placement
Selling Security Holder	Date of Transaction		# Shares Outstanding Prior to Transaction*		# Shares Outstanding Prior to Transaction held by the public**		# of Shares Issued/Issuable in Connection with the Transaction		% of Public Float***			Closing Market Price Prior to Transaction		Current Market Price+
The Merav Abbe Irrevocable Trust		06/03/2004		50,823,083		14,428,170		450,000				$	0.93	$	3.13
Nancy Abbe Trust		06/03/2004		50,823,083		14,428,170		225,001				$	0.93	$	3.13
Colman Abbe		06/03/2004		50,823,083		14,428,170		112,500				$	0.93	$	3.13
Cranshire Capital, L.P.		06/03/2004		50,823,083		14,428,170		450,000				$	0.93	$	3.13
Romana Ltd.		06/03/2004		50,823,083		14,428,170		450,000				$	0.93	$	3.13
Scot J. Cohen		06/03/2004		50,823,083		14,428,170		2,025,000				$	0.93	$	3.13
Bruce T. Bernstein		06/03/2004		50,823,083		14,428,170		168,753				$	0.93	$	3.13
Brian Daly		06/03/2004		50,823,083		14,428,170		56,249				$	0.93	$	3.13
Morris Wolfson		06/03/2004		50,823,083		14,428,170		337,499				$	0.93	$	3.13
Aaron Wolfson		06/03/2004		50,823,083		14,428,170		337,499				$	0.93	$	3.13
Ellis International Limited Inc.		06/03/2004		50,823,083		14,428,170		1,012,500				$	0.93	$	3.13

TOTAL								5,625,001		38.99	%

June 15, 2004 Private Placement
Selling Security Holder	Date of Transaction		# Shares Outstanding Prior to Transaction*		# Shares Outstanding Prior to Transaction held by the public**		# of Shares Issued/Issuable in Connection with the Transaction		% of Public Float***			Closing Market Price Prior to Transaction		Current Market Price+
The Merav Abbe Irrevocable Trust		06/15/2004		53,335,294		14,425,170		214,720				$	1.92	$	3.13
Nancy Abbe Trust		06/15/2004		53,335,294		14,425,170		107,360				$	1.92	$	3.13
Colman Abbe		06/15/2004		53,335,294		14,425,170		53,680				$	1.92	$	3.13
Cranshire Capital, L.P.		06/15/2004		53,335,294		14,425,170		214,720				$	1.92	$	3.13
Romana Ltd.		06/15/2004		53,335,294		14,425,170		214,720				$	1.92	$	3.13
Scot J. Cohen		06/15/2004		53,335,294		14,425,170		966,240				$	1.92	$	3.13
Bruce T. Bernstein		06/15/2004		53,335,294		14,425,170		80,520				$	1.92	$	3.13
Brian Daly		06/15/2004		53,335,294		14,425,170		26,840				$	1.92	$	3.13
Morris Wolfson		06/15/2004		53,335,294		14,425,170		161,040				$	1.92	$	3.13
Aaron Wolfson		06/15/2004		53,335,294		14,425,170		161,040				$	1.92	$	3.13
Ellis International Limited Inc.		06/15/2004		53,335,294		14,425,170		483,120				$	1.92	$	3.13
Michael Gantcher		06/15/2004		53,335,294		14,425,170		61,000				$	1.92	$	3.13
Joshua Silverman		06/15/2004		53,335,294		14,425,170		61,000				$	1.92	$	3.13

TOTAL								2,806,000		19.45	%

March 29, 2006 Private Placement
Selling Security Holder	Date of Transaction		# Shares Outstanding Prior to Transaction*		# Shares Outstanding Prior to Transaction held by the public**		# of Shares Issued/Issuable in Connection with the Transaction		% of Public Float***			Closing Market Price Prior to Transaction		Current Market Price+
Morris Wolfson		03/29/2006		68,403,410		36,483,724		100,000				$	7.22	$	3.13
Aaron Wolfson		03/29/2006		68,403,410		36,483,724		200,000				$	7.22	$	3.13
Iroquois Master Fund Ltd.		03/29/2006		68,403,410		36,483,724		1,400,000				$	7.22	$	3.13
Ellis International Limited Inc.		03/29/2006		68,403,410		36,483,724		600,000				$	7.22	$	3.13
Eli Levitin		03/29/2006		68,403,410		36,483,724		40,000				$	7.22	$	3.13
Abraham Wolfson		03/29/2006		68,403,410		36,483,724		60,000				$	7.22	$	3.13
South Ferry #2		03/29/2006		68,403,410		36,483,724		400,000				$	7.22	$	3.13
Ari Dani Corp. (f/k/a Sonia Corp.)		03/29/2006		68,403,410		36,483,724		200,000				$	7.22	$	3.13
Northfield Advisors Inc.		03/29/2006		68,403,410		36,483,724		1,000,000				$	7.22	$	3.13

TOTAL								4,000,000		10.96	%

March 12, 2007 Private Placement
Selling Security Holder	Date of Transaction		# Shares Outstanding Prior to Transaction*		# Shares Outstanding Prior to Transaction held by the public**		# of Shares Issued/Issuable in Connection with the Transaction		% of Public Float***			Closing Market Price Prior to Transaction		Current Market Price+
The Merav Abbe Irrevocable Trust		03/12/2007		72,403,410		38,780,639		486,080				$	2.68	$	3.13
Nancy Abbe Trust		03/12/2007		72,403,410		38,780,639		95,295				$	2.68	$	3.13
Colman Abbe		03/12/2007		72,403,410		38,780,639		47,648				$	2.68	$	3.13
Cranshire Capital, L.P.		03/12/2007		72,403,410		38,780,639		175,000				$	2.68	$	3.13
Romana Ltd.		03/12/2007		72,403,410		38,780,639		190,587				$	2.68	$	3.13
Scot J. Cohen		03/12/2007		72,403,410		38,780,639		928,352				$	2.68	$	3.13
Bruce T. Bernstein		03/12/2007		72,403,410		38,780,639		71,470				$	2.68	$	3.13
Brian Daly		03/12/2007		72,403,410		38,780,639		23,821				$	2.68	$	3.13
Morris Wolfson		03/12/2007		72,403,410		38,780,639		260,348				$	2.68	$	3.13
Aaron Wolfson		03/12/2007		72,403,410		38,780,639		460,547				$	2.68	$	3.13
Ellis International Limited Inc.		03/12/2007		72,403,410		38,780,639		733,020				$	2.68	$	3.13
Michael Gantcher		03/12/2007		72,403,410		38,780,639		21,000				$	2.68	$	3.13
Joshua Silverman		03/12/2007		72,403,410		38,780,639		52,287				$	2.68	$	3.13
Ellis Capital LLC		03/12/2007		72,403,410		38,780,639		653,301				$	2.68	$	3.13
Iroquois Master Fund Ltd.		03/12/2007		72,403,410		38,780,639		1,291,706				$	2.68	$	3.13
Eli Levitin		03/12/2007		72,403,410		38,780,639		110,137				$	2.68	$	3.13
Abraham Wolfson		03/12/2007		72,403,410		38,780,639		150,210				$	2.68	$	3.13
South Ferry #2		03/12/2007		72,403,410		38,780,639		290,487				$	2.68	$	3.13
Ari Dani Corp. (f/k/a Sonia Corp.)		03/12/2007		72,403,410		38,780,639		100,000				$	2.68	$	3.13
Northfield Advisors Inc.		03/12/2007		72,403,410		38,780,639		500,000				$	2.68	$	3.13
TOTAL								6,641,296		17.13	%

* Does not include shares of common stock underlying any outstanding convertible securities, options, or warrants.

** Comprised of the total number of shares of our common stock that were outstanding prior to the transaction and held by persons other than the selling security holders, affiliates of the company, or affiliate of the selling security holders.

*** The percentage of total issued and outstanding securities that were issued or issuable in the transaction (assuming full issuance), with the percentage calculated by taking the number of shares issued or issuable in connection with the applicable transaction and dividing that number by the number of shares issued and outstanding prior to the applicable transaction and held by persons other than the selling security holders, affiliates of the company, or affiliates of the selling security holders.

+ Closing price of our common stock on January 31, 2008.

The following table provides further details on prior registration of shares of our common stock by the selling security holders.

Selling Security Holder	# Shares Registered for Resale in Prior Registration Statements		# Shares Registered for Resale that Continue to be Held		# Shares Sold in Registered Resale Transactions		# Shares Registered for Resale in Current Transaction
The Merav Abbe Irrevocable Trust		1,150,800		651,668		499,132		95,300
Nancy Abbe Trust		427,656		190,590		237,066		48,000
Colman Abbe		213,828		95,286		118,542		24,000
Cranshire Capital, L.P.		839,720		448,000		391,720		87,500
Romana Ltd.		855,307		546,469		308,838		95,294
Scot J. Cohen		3,919,592		1,610,992		2,308,600		341,320
Bruce T. Bernstein		320,743		71,470		249,273		35,735
Morris Wolfson		858,887		413,261		445,626		25,000
Aaron Wolfson		1,159,086		1,084,573		74,513		50,000
Iroquois Master Fund Ltd.		2,691,706		1,291,705		1,400,001		350,000
Ellis International Limited Inc.		2,828,640		713,674		2,114,966		216,510
Ellis Capital LLC		653,301		653,301		-		150,000
Michael Gantcher		82,000		70,500		11,500		10,500
Joshua Silverman		113,287		73,287		40,000		10,500
Brian Daly		106,910		35,732		71,178		11,911
Eli Levitin		150,137		130,137		20,000		10,000
Abraham Wolfson		210,210		210,210		-		15,000
South Ferry #2		690,487		690,487		-		100,000
Ari Dani Corp.		185,000		75,000		110,000		50,000
Northfield Advisors Inc.		1,500,000		250,000		1,250,000		250,000
Industrial Sonomechanics, LLC		-		-		-		45,000
JM Resources LLC		-		-		-		5,000

TOTAL		18,957,297		9,306,342		9,650,955		2,026,570

The number of shares outstanding* prior to Amendment No. 2 to Securities Purchase Agreements dated as of November 28, 2007 held by persons other than the selling security holders, affiliates of SulphCo and affiliates of the selling security holders was 44,749,440.

*Does not include any securities underlying any outstanding convertible securities, options, or warrants.

PLAN OF DISTRIBUTION

The selling security holders may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling security holders may use any one or more of the following methods when selling shares:

·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·	an exchange distribution in accordance with the rules of the applicable exchange;

·	privately negotiated transactions;

·	short sales;

·	broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;

·	a combination of any such methods of sale; and

·	any other method permitted pursuant to applicable law.

The selling security holders may also sell shares under Rule 144 under the Securities Act of 1933, if available, rather than under this prospectus.

The selling security holders may also engage in short sales against the box, puts and calls and other transactions in our securities or derivatives of our securities and may sell or deliver shares in connection with these trades.

Broker-dealers engaged by the selling security holders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling security holders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act of 1933. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by a selling security holder. The selling security holders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act of 1933.

The selling security holders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling security holders to include the pledgee, transferee or other successors in interest as selling security holders under this prospectus.

The selling security holders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling security holders to include the pledgee, transferee or other successors in interest as selling security holders under this prospectus.

The selling security holders and any broker-dealers or agents that are involved in selling the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.

We are required to pay all fees and expenses incident to the registration of the shares of common stock. We have agreed to indemnify the selling security holders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act of 1933.

The selling security holders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling security holder. Based on information we received from the selling security holders, none of the selling security holders is a broker-dealer or an affiliate of a broker-dealer. If we are notified by any selling security holder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, we will file a post-effective amendment to this prospectus naming the broker-dealer as an underwriter, and sales will not be made until such amendment has been declared effective by the SEC. If the selling security holders use this prospectus for any sale of the shares of common stock, they will be subject to the prospectus delivery requirements of the Securities Act of 1933.

We have informed the selling security holders that during such time as they may be engaged in a distribution of any of the shares covered by this prospectus they are required to comply with the anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934. In general, Regulation M precludes any selling security holder, any affiliated purchasers and any broker-dealer or any other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. Regulation M defines a "distribution" as an offering of securities that is distinguished from ordinary trading efforts and selling methods. Regulation M also defines a "distribution participant" as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution. Regulation M prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of the security, except as specifically permitted by Rule 104 of Regulation M. These stabilizing transactions may cause the price of our common stock to be more than it would otherwise be in the absence of these transactions.

We have informed the selling security holders that stabilizing transactions permitted by Regulation M allow bids to purchase our common stock if the stabilizing bids do not exceed a specified maximum, and that Regulation M specifically prohibits stabilizing that is the result of fraudulent, manipulative, or deceptive practices.

We have further advised the selling security holders and distribution participants that they are required to consult with their own legal counsel to ensure compliance with Regulation M. With respect to compliance by SulphCo with Regulation M, we have conferred with our securities counsel and will continue to confer with counsel to ensure compliance with Regulation M.

Once sold under the shelf registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.

EXPERTS

The financial statements as of December 31, 2006 and 2005 and for the years then ended, incorporated by reference in this prospectus, have been so included in reliance on the report of Marc Lumer & Company, independent certified public accountants and a registered public accounting firm, given on the authority of said firm as experts in accounting and auditing. The financial statements for the year ended December 31, 2004, incorporated by reference in this prospectus, have been so included in reliance on the report of Mark Bailey & Company, Ltd., independent certified public accountants and a registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.

LEGAL MATTERS

The validity of the issuance of the shares of common stock offered by this prospectus has been passed upon for us by McDonald Carano Wilson LLP, Reno, Nevada.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may also read and copy any document we file at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for further information on the Public Reference Room. Our SEC filings are also available to the public over the internet from the SEC's website at http://www.sec.gov, or at our website at http://www.sulphco.com.

This prospectus provides you with a general description of the common stock being registered. This prospectus is part of a registration statement that we have filed with the SEC. This prospectus does not contain all the information contained in the registration statement. Some items are contained in schedules and exhibits to the registration statement as permitted by the rules and regulations of the SEC. Statements made in this prospectus concerning the contents of any documents referred to in the prospectus are not necessarily complete. With respect to each such document filed with the SEC as an exhibit to the registration statement, please refer to the exhibit for a more complete description, and each such statement is qualified by such reference. To see more detail, you should read the exhibits and schedules filed with our registration statement.

The SEC allows this prospectus to "incorporate by reference" certain other information that 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 prospectus, and information that we file later with the SEC will automatically update and replace this information. We incorporate by reference into this prospectus the documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until all of the securities that we have registered have been sold:

(1)

Our Annual Report, on Form 10-K for the fiscal year ended December 31, 2006, filed with the SEC on April 2, 2007;

(2)

Our Quarterly Reports, on Form 10-Q for the periods ended March 31, 2007, June 30, 2007 and September 30, 2007, filed with the SEC on May 15, 2007, August 9, 2007 and November 9, 2007, respectively.

(3)

Our Quarterly Reports on Form 10-Q/A for the periods ended March 31, 2006, June 30, 2006, September 30, 2006 and March 31, 2007, filed with the SEC on March 27, 2007, March 27, 2007, March 27, 2007 and August 14, 2007, respectively.

(4)

Our Current Reports on Form 8-K filed January 18, 2007, January 22, 2007, January 25, 2007, February 7, 2007, February 9, 2007, February 12, 2007, March 14, 2007 and March 29, 2007, May 23, 2007, June 1, 2007, July 13, 2007, July 16, 2007, July 17, 2007, August 6, 2007, August 7, 2007, August 9, 2007, September 7, 2007, November 15, 2007, November 29, 2007, December 3, 2007, December 11, 2007 and January 25, 2008;

(5)

Our Current Report on Form 8-K/A, filed with the SEC on February 12, 2007.

(6)

The description of our common stock contained in our report on Form 8-A filed on October 3, 2005, including any amendments or reports filed for the purpose of updating that description.

If you make a request for such information in writing or by telephone, we will provide to you, at no cost, a copy of any or all of the information incorporated by reference in the registration statement of which this prospectus is a part. Requests should be addressed to us as follows:

SulphCo, Inc.

4333 W. Sam Houston Pkwy N., Suite 190

Houston, TX 77043

Attention: Mr. Stanley W. Farmer

Vice President and Chief Financial Officer

Telephone: (713) 896-9100

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. We will not make an offer of the shares of our common stock in any state where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the expenses payable by the Registrant in connection with the sale and distribution of the securities being registered hereby. All amounts are estimated except the Securities and Exchange Commission registration fee.

SEC Registration Fee	$	380.70
Accounting fees and expenses		2,500
Legal fees and expenses		30,000
Printing expenses		500
Registrar and Transfer Agent's fees		500
Miscellaneous fees and expenses		1,000
Total	$	34,880.70

Item 15. Indemnification of Directors and Officers

Section 78.7502 of the Nevada Revised Statutes Annotated ("Nevada RSA") provides that a Nevada corporation may indemnify its directors and officers against expenses, judgments, fines, and settlements actually and reasonably incurred by them in connection with any civil suit or action, except actions by or in the right of the corporation, or any administrative or investigative proceeding if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation, and in connection with any criminal suit or proceeding, if in connection with the matters in issue, they had no reasonable cause to believe their conduct was unlawful. Section 78.7502 of the Nevada RSA further provides that, in connection with the defense or settlement of any action by or in the right of a Nevada corporation, a Nevada corporation may indemnify its directors and officers against expenses actually and reasonably incurred by them if, in connection with the matters in issue, they acted in good faith, in a manner they reasonably believed to be in, or not opposed to, the best interest of the corporation. Section 78.7502 of the Nevada RSA further permits a Nevada corporation to grant its directors and officers additional rights of indemnification through by-law provisions and otherwise.

Article VI of our Amended and Restated By-Laws provides that we will indemnify our directors and officers and advance costs and expenses incurred by such officers and directors to the fullest extent permitted by Nevada law. Our Amended and Restated By-Laws also permit us to enter into agreements with any director or officer or to obtain insurance indemnifying directors and officers against certain liabilities incurred by them in the performance of their duties, including liabilities under the Securities Act of 1933. We currently maintain a policy of insurance indemnifying directors and officers against certain liabilities incurred by them in the performance of their duties.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

Item 16. Exhibits and Financial Statement Schedules

(a)

Exhibits:

4.1+++

Amendment No. 2 (“Amendment No. 2”) to Securities Purchase Agreements and Warrants, dated as of November 28, 2007.

4.2*

Securities Purchase Agreement, dated as of June 1, 2004

4.3**

Securities Purchase Agreement, dated as of June 14, 2004

4.4++

Securities Purchase Agreement, dated as of March 29, 2006

4.5*

Form of Warrant for June 1, 2004 warrants

4.6**

Form of Warrant for June 14, 2004 warrants

4.7***

Form of Warrant for March 29, 2006 warrants

4.8+++

Form of Warrant for Amendment No. 2

4.9+++

License Agreement, by and between the Company and Industrial Sonomechanics, LLC, dated as of November 9, 2007 (the “License Agreement”).

4.10+++

Form of Warrant for the License Agreement.

5.1

Opinion of McDonald Carano Wilson LLP

23.1

Consent of Marc Lumer & Company

23.2

Consent of Mark Bailey & Company, Ltd.

23.3

Consent of McDonald Carano Wilson LLP (Included in Exhibit 5.1)

* Incorporated by reference from the registrant’s Form 8-K as filed with the SEC on June 4, 2004.

** Incorporated by reference from the registrant’s Form 8-K as filed with the SEC on June 16, 2004.

*** Incorporated by reference from the registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005.

+ Incorporated by reference from the registrant’s Form 8-K as filed with the SEC on January 4, 2005.

++ Incorporated by reference from the registrant’s Form S-3 as filed with the SEC on October 1, 2007.

+++Incorporated by reference from the registrant’s Form S-3 as filed with the SEC on January 7, 2008.

(b)

Financial Statement Schedules

None.

Item 17. Undertakings

The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or its most recent post-effective amendment) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered), and any deviation from the low or high end of the estimated maximum offering range, may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

PROVIDED, HOWEVER,

(a) that the undertakings set forth in paragraphs (a)(i), (a)(ii) and (a)(iii) above do not apply if the information required with or furnished to the Securities and Exchange Commission to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(b) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is relying on Rule 430B:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use;

(e) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(f) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referred to in Item 15 of this Registration Statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 1st day of February, 2008.


	SULPHCO, INC.

	By	/s/ Larry D. Ryan
		Larry D. Ryan,
		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

/s/ Larry D. Ryan	Chief Executive Officer, Director	February 1, 2008
Larry D. Ryan	(Principal Executive Officer)

/s/ Stanley W. Farmer	Vice President and Chief Financial Officer	February 1, 2008
Stanley W. Farmer	(Principal Financial Officer and Principal Accounting Officer)

*	Chairman of the Board	February 1, 2008
Robert H.C. van Maasdijk

*	Director	February 1, 2008
Dr. Hannes Farnleitner

*	Director	February 1, 2008
Michael T. Heffner

*	Director	February 1, 2008
Lawrence G. Schafran

*	Director	February 1, 2008
Edward E. Urquhart

*	Director	February 1, 2008
Edward G. Rosenblum

*/s/ Stanley W. Farmer

Signed by Stanley W. Farmer, as attorney-in-fact.

EXHIBIT INDEX

4.1+++

Amendment No. 2 (“Amendment No. 2”) to Securities Purchase Agreements and Warrants, dated as of November 28, 2007.

4.2*

Securities Purchase Agreement, dated as of June 1, 2004

4.3**

Securities Purchase Agreement, dated as of June 14, 2004

4.4++

Securities Purchase Agreement, dated as of March 29, 2006

4.5*

Form of Warrant for June 1, 2004 warrants

4.6**

Form of Warrant for June 14, 2004 warrants

4.7***

Form of Warrant for March 29, 2006 warrants

4.8+++

Form of Warrant for Amendment No. 2

4.9+++

License Agreement, by and between the Company and Industrial Sonomechanics, LLC, dated as of November 9, 2007 (the “License Agreement”).

4.10+++

Form of Warrant for the License Agreement.

5.1

Opinion of McDonald Carano Wilson LLP

23.1

Consent of Marc Lumer & Company

23.2

Consent of Mark Bailey & Company, Ltd.

23.3

Consent of McDonald Carano Wilson LLP (Included in Exhibit 5.1)

* Incorporated by reference from the registrant’s Form 8-K as filed with the SEC on June 4, 2004.

** Incorporated by reference from the registrant’s Form 8-K as filed with the SEC on June 16, 2004.

*** Incorporated by reference from the registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005.

+ Incorporated by reference from the registrant’s Form 8-K as filed with the SEC on January 4, 2005.

++ Incorporated by reference from the registrant’s Form S-3 as filed with the SEC on October 1, 2007.

+++Incorporated by reference from the registrant’s Form S-3 as filed with the SEC on January 7, 2008.

Sulphco (SUF) Inactive S-3/AShelf registration (amended)