FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Quercus Trust 		2. Issuer Name and Ticker or Trading Symbol

WORLDWATER & SOLAR TECHNOLOGIES CORP. [ WWAT.OB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1835 NEWPORT BLVD., A109-PMB 467 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/3/2008
(Street)

COSTA MESA, CA 92627
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   7/3/2008     C    19700000   A   (1) 29092500   D  
 
Common Stock   7/3/2008     C    20000000   A   (2) 49092500   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series E Convertible Preferred Stock     (1) 7/3/2008     C        19700      (1)   (1) Common Stock   19700000     (1) 0   D  
 
Series F Convertible Preferred Stock     (2) 7/3/2008     C        20000      (2)   (2) Common Stock   20000000     (2) 0   D  
 

Explanation of Responses:
( 1)  The Reporting Persons acquired 19,700,000 shares of Common Stock through a conversion of 19,700 shares of Series E Convertible Preferred Stock ("Series E"), each of which were convertible into 1,000 shares of Common Stock. Series E became convertible upon satisfaction of certain conditions and covenants specified in the Stock Exchange Agreement dated January 25, 2008.
( 2)  The Reporting Persons acquired 20,000,000 shares of Common Stock through a conversion of 20,000 shares of Series F Convertible Preferred Stock ("Series F"), each of which were convertible into 1,000 shares of Common Stock. Series F became convertible upon satisfaction of certain conditions and covenants specified in the Stock and Warrant Purchase Agreement dated February 12, 2008. Series F had no expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Quercus Trust
1835 NEWPORT BLVD.
A109-PMB 467
COSTA MESA, CA 92627
X

Gelbaum David
1835 NEWPORT BLVD.
A109-PMB 467
COSTA MESA, CA 92627
X
Co-Trustee
Gelbaum Monica Chavez
1835 NEWPORT BLVD.
A109-PMB 467
COSTA MESA, CA 92627
X
Co-Trustee

Signatures
/s/ David Gelbaum, Co-Trustee, The Quercus Trust 7/5/2008
** Signature of Reporting Person Date

/s/ David Gelbaum, as attorney-in-fact for Monica Chavez Gelbaum, Co-Trustee, The Quercus Trust 7/5/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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