SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 3030

          January 29, 2010

R. Daniel Brdar President, Chief Executive Officer and Chairman of the Board FuelCell Energy, Inc. 3 Great Pasture Road Danbury, CT 06813
Re: FuelCell Energy, Inc.
Registration Statement on Form S-3 Filed January 20, 2010
  File No. 333-164412

Dear Mr. Brdar:

 We have limited our review of your filing to those issues we have addressed in
our 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 forw ard to working with you in these respects.
We welcome any questions you may have about any aspect of our review.  Feel free to call us at the telephone numbers lis ted at the end of  this letter.
 1. We note that you have incorporated by  reference your annual report on Form 10-
K into this Form S-3.  We also note that  the information required by Part III of
Form 10-K was not provided in that fili ng, but will be incorporated by reference
from your proxy statement.  Please note th at before you request that the effective
date of this registration statement be accelerated, you should either (1) file your
definitive proxy statement with all required information; or (2) file an amendment
to your Form 10-K to include the information required by Part III.  Refer to Question 123.01 of the Division of Co rporation Finance’s Compliance and
Disclosure Interpretations, Securities Ac t Forms, available on our website at
http://sec.gov/divisions/cor pfin/guidance/safinterp.htm
.

R. Daniel Brdar
FuelCell Energy, Inc. January 29, 2010
Page 2  2. Please resolve both pending confidential treatment requests before requesting
acceleration of the effective date of  this registration statement.
 3. Please file your indenture before reques ting acceleration of the effective date of
this registration statement.  Refer to  Questions 202.02 and 202.04 of the Division
of Corporation Finance’s Compliance a nd Disclosure Inte rpretations, Trust
Indenture Act of 1939, ava ilable on our website at
http://www.sec.gov/divisions/cor pfin/guidance/tiainterp.htm

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 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 a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     Notwithstanding our comments, in the ev ent 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 a nd 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
After your pending confidential treatment request is resolved, you may request
acceleration of this registration statement.  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 furt her review before submitting a request for
acceleration.  Please provide this request at least two business days in advance of the
requested effective date.

R. Daniel Brdar
FuelCell Energy, Inc. January 29, 2010 Page 3   Please contact Joseph McCann at (202) 551-6262 or me at (202) 551-3314 with
any questions.          S i n c e r e l y ,            D a n i e l  M o r r i s
Special Counsel

  cc (via fax): Richard A. Krantz, Esq. – Robinson & Cole LLP