SecProbe.io

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February 18, 2005

Mail Stop 03-06

Jerry D. Leitman
President
FuelCell Energy, Inc.
3 Great Pasture Road
Danbury, Connecticut 06813

Re:	FuelCell Energy, Inc.
      Registration Statement on Form S-1
      Filed January 24, 2005
		File No. 333-122241

Dear Mr. Leitman:

      This is to advise you that the staff has reviewed only those
portions of your registration statement that relate to the
comments
below.  Where indicated, we think you should revise your filing in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
You may decide it is appropriate to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Please note that all outstanding comments on your concurrent
registration statement on Form S-1 filed on January 21, 2005 (file
no. 333-122216) must be resolved prior to requesting acceleration
of
the effective date of this Form S-1.
Fee Table
2. Please be advised that we consider an offering of immediately
convertible securities to involve an ongoing offering to sell the
securities underlying the convertible securities.  Thus, because
the
shares of preferred stock being registered for resale appear to be
immediately convertible into common stock, an unregistered primary
offering to the current selling shareholders of the shares
underlying
the preferred stock appears to have been commenced at the time of
the
private offering of the preferred stock to those holders.  In
addition, the commencement of a public resale offering of the
preferred stock under this registration statement will
simultaneously
commence a public primary offering of the common shares underlying
the preferred stock to all potential transferees of the preferred
stock.  Therefore, in conjunction with the registration of the
resale
of the preferred stock to potential preferred stock transferees,
you
must also register a primary offering of the underlying securities
to
those potential preferred stock transferees.  However, because an
unregistered primary offering of the shares underlying the
preferred
stock to the current selling security holders has already
commenced,
you may not register a primary offering of the common shares to
those
current holders and still must register the common shares for
resale
by such holders.  Accordingly, please revise the notes to your fee
table to clarify that you are registering a primary offering of
the
common shares underlying the preferred stock to potential
preferred
stock transferees as well as a resale offering of those shares by
the
current selling security holders.

Selling Shareholders - Page 85
3. Because the shares of preferred stock appear to be convertible
into shares of common stock at any time at the option of the
holder,
it appears that each holder of shares of preferred stock should be
identified in the selling shareholder table as also being the
beneficial owner of the shares of common stock that would be
issuable
to that holder upon the conversion of that holder`s preferred
shares.
Please revise the column of the table that appears under the
heading
"Number of Shares Beneficially Owned Before this Offering - Common
Stock" accordingly.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Mary Beth Breslin at (202) 942-2914 or me at
(202) 942-7924 with any other questions.

Sincerely,

							David Ritenour
      Special Counsel

cc (via fax):	Richard A. Krantz, Esq.

FuelCell Energy, Inc.
February 18, 2005
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