SecProbe.io

June 19, 2013

Via E -mail
Arthur A. Bottone
Preside nt and Chief E xecutive Officer
FuelCell Energy, Inc.
3 Great Pasture Road
Danbury, CT 06813

Re: FuelCell Energy, Inc.
 Registration Statement on Form S-3
Filed  June 7, 2013
  File No.  333-189185

Dear Mr. Bottone :

We have limited our review of your registration statement 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 .  Where 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 registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Registration  Fee Table

1. Please revise to includ e on a separate line in the table  the units  refer enced  in footnote  (1)
and make appropriate corresponding changes throughout your filing.

Incorporation by Reference, page 37

2. Please  also incorporate by reference your Form 10 -Q for the fi scal quarter ended January
31, 2013.  See Item 12 (a)(2) of Form S -3.

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

Arthur A. Bottone
FuelCell Energy, Inc.
June 19 , 2013
Page 2

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on 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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as 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.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

 Please contact Sally Brammell at (202) 551 -3779 or Mary Beth Breslin at (202) 551 -
3625  with any questions.

Sincerely,

/s/ Mary Beth Breslin for

Amanda Ravitz
Assistant Director

cc (via e -mail): Richard A. Krantz , Esq.