UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

              ____________________________________________________

                                   FORM 8-K/A
                                 AMENDMENT NO. 2

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): August 9, 2004



                     ENTECH ENVIRONMENTAL TECHNOLOGIES INC.
             (Exact name of registrant as specified in its charter)



                                     FLORIDA
         (State or other jurisdiction of incorporation or organization)


              000-32249                             98-0222013
       (Commission File Number)           (IRS Employer Identification No.)



8513 ROCHESTER AVENUE, RANCHO CUCAMONGA,
             CALIFORNIA                               91730
     (principal executive offices)                  (Zip Code)



                                 (909) 912-0828
              (Registrant's telephone number, including area code)




ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.

     THIS AMENDED CURRENT REPORT ON FORM 8-K/A CONTAINS STATEMENTS REGARDING THE
COMPANY'S  INTENTION,  BELIEFS,  EXPECTATIONS,  OR PREDICTIONS, WHICH CONSTITUTE
FORWARD-LOOKING  STATEMENTS.  FORWARD-LOOKING  STATEMENTS  AND  STATEMENTS  OF
EXPECTATIONS,  PLANS  AND  INTENT  ARE  SUBJECT  TO  A  NUMBER  OF  RISKS  AND
UNCERTAINTIES.  ACTUAL  RESULTS IN THE FUTURE COULD DIFFER MATERIALLY FROM THOSE
DESCRIBED IN THE FORWARD-LOOKING STATEMENTS, AS A RESULT, AMONG OTHER THINGS, OF
CHANGES  IN  TECHNOLOGY,  CUSTOMER  REQUIREMENTS  AND  NEEDS.  WE  UNDERTAKE  NO
OBLIGATION  TO  RELEASE  PUBLICLY  THE  RESULTS  OF  ANY  REVISIONS  TO  THESE
FORWARD-LOOKING  STATEMENTS  THAT  MAY  BE  MADE TO REFLECT ANY FUTURE EVENTS OR
CIRCUMSTANCES.

     Today,  Entech  Environmental  Technologies,  Inc.  (the  "Registrant")
terminated the letter of intent to acquire Environ Holdings, Inc. a Pennsylvania
corporation  ("Environ").  Environ  and  the  Registrant were unable to agree on
mutually  beneficial  terms,  and  the  planned  acquisition  of  Environ by the
Registrant  was  rescinded  by  means  of  an  agreement  between  the  parties.

     As a result of the rescission of the Environ acquisition, the Registrant is
presently  seeking  alternative  sources  of  financing  to  meet its short term
liquidity needs, including deferment of executive payroll, private investors and
short  term  borrowing  from  related  parties.

     To  realign  costs  with  revenues,  management  has reduced spending by $3
million.  The  Registrant's  board  of directors also announced the departure of
Steven  Rosenthal,  CEO  and  Robert Christie, COO. Remaining management has cut
salaries and perquisites to focus on executing the profit plan. In addition, the
Registrant  has closed marginal operations and intends to consolidate facilities
in  further cost saving efforts. With the new and revitalized business strategy,
the  Registrant  looks  forward  to higher profits in construction, maintenance,
testing,  filtration,  as well as the first to market constant vacuum monitoring
system  (CVMS).

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a)     Financial  Statements.
             ----------------------

     None.

     (b)     Exhibits.
             --------

     None.

                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned  hereunto  duly  authorized.

Date: August 12, 2004

                               ENTECH ENVIRONMENTAL TECHNOLOGIES INC.


                               By  /s/  Douglas Parker and Burr Northrop
                                 -----------------------------------------------
                                 Douglas Parker and Burr Northrop, Co-Presidents


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