SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

        August 25, 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 Amended August 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.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

Incorporation by Reference, page 39

1. Please incorporate by reference your Form 10-Q for the quarter ended January 31, 2010.
 Undertakings, page II-3

 2. Please tell us why you have not included the undertaking in Regula tion S-K Item 512(j).

Exhibit 5.1

3. We note that the exhibits that you filed in response to prior comment 3 indicate that the debt securities are governed by the laws of the State of New York.  Please file an opinion that addresses whether the debt securities will be when sold binding obligations of the
registrant under applicable la w, without assuming that the laws are identical to the laws
of Connecticut as your current exhibit does.  In this regar d, please note that the opinion

R. Daniel Brdar
FuelCell Energy, Inc. August 25, 2010 Page 2
also must indicate whether the warrants will be when sold binding obligations of the
registrant under applicable law.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require. Si nce 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 you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
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.
  Please refer to Rules 460 and 461 regarding requests for accelerati on. We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Joseph McCann at (202) 551- 6262 or me at (202) 551-3617 with any
questions.
     S i n c e r e l y ,          R u s s e l l  M a n c u s o       B r a n c h  C h i e f
 cc (via fax): Richard A. Krantz, Esq. – Robinson & Cole LLP