SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

June 26, 2009

Via U.S. Mail and Facsimile (203-825-4999)

Daniel Brdar Chairman, President and Chief Executive Officer Fuelcell Energy, Inc. 3 Great Pasture Road Danbury, CT 06813
 Re: Fuelcell Energy, Inc.
  Form 10-K for the Fiscal Year Ended October 31, 2008
  Filed January 14, 2009   File No. 1-14204
Dear Mr. Brdar:

We have limited our review of your filing to disclosure relating to your contacts
with countries that have been  identified as a state sponsor of terrorism, and we have the
following comments.  Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues.   At this juncture,
we are asking you to provide us with supplemental information, so that we may better understand your disclosure.  Please be as deta iled as necessary in your response. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment 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. We note from disclosure on page 21 of your Form 10-K that under your
agreements with MTU Onsite Energy you license your DFC technology to MTU
for use exclusively in the Middle East and non-exclusively in Africa.  We also
note that MTU conducts operations in Iran and note from the cell license
agreement filed as Exhibit 10.27 to your Form 10-Q for the first quarter of 2000

Daniel Brdar
Fuelcell Energy, Inc.
June 26, 2009 Page 2
that the Middle Eastern territory of the lic ense includes Iran and Syria.  It is not
clear which African countries the license territories in clude.  Iran and Syria,
located in the Middle East and Sudan, locat ed in Africa, are identified by the State
Department as state sponsors of terror ism, and are subject to U.S. economic
sanctions and export controls.  We not e that your Form 10-K does not include
disclosure regarding contacts with, Iran, Syria or Sudan.  Please tell us whether
MTU sells, distributes or otherwise us es your technology or products in Iran,
Syria or Sudan.

* * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a re sponse.  Please submit your response letter on EDGAR.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Exchange Act of 1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to the company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;
 • staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Daniel Brdar
Fuelcell Energy, Inc. June 26, 2009 Page 3
Please understand that we may have addi tional comments after we review your
response to our comment.  Pl ease contact Jennifer Hardy, Special Counsel, at (202) 551-
3767 if you have any questions about the commen t or our review.  You may also contact
me at (202) 551-3470.          S i n c e r e l y ,

          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Peggy Fisher   Assistant Director  Division of Corporation Finance