SecProbe.io

September 26, 2014

Via E -mail
Michael S. Bishop
Senior Vice President and Chief Financial Officer
FuelCell Energy, Inc.
3 Great Pasture Road
Danbury, C T 06813

Re: FuelCell  Energy, Inc.
Form 10 -K for the Fiscal Year e nded October  31, 2013
Filed  January 6, 2014
 File No.  001-14204

Dear Mr. Bishop :

We have reviewed your filing s and have the following comment s.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  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 within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Fiscal Year e nded October 31, 2013

Report of Independent Registered Public Accounting Firm, page 65

1. We note that neither Management’s Annual Report on Internal Control Over Financial
Reporting presented on page 93 nor the Report of Independent Re gistered Public
Accounting Firm identify the version of the Committee of Sponsoring Organizations of
the Treadway Commission’s Internal Control – Integrated Framework that was used to
perform your assessment – i.e., whether the 1992 Framework or Updated Fr amework
issued in 2013 was used.  In future filings, please include reports that identify the version
of the COSO Integrated Framework you and your auditor used in the assessment.  Please
refer to Item 308(a)(2) of Regulation S -K and paragraphs 167(l) and (m) of PCAOB
Auditing Standard No. 2.

Michael S. Bishop
FuelCell E nergy, Inc.
September 26, 2014
Page 2

 Note 1. Nature of Business, Basis of Presentation and Significant Accounting Policies

Revenue Recognition, page 71

2. We note the disclosure in the fourth paragraph of your revenue recognition policy that
construction services revenue is recorded as part of product sales. Please describe for us
in greater detail the accounting basis for presenting service revenues within product sales.
Please tell us why you have not included construction service revenue with revenues
from other service arrangements.

3. In this regard, please tell us how you have concluded that you are not required to report
revenues for each product and s ervice or each group of similar products and services in
accordance with FASB ASC 280 -10-50-40. Please tell us how you have concluded that,
for example, service agreements and licen se revenues or product sales and construction
services are considered similar.

Note 2. Acquisitions, page 75

4. We see that on December 20, 2012 you acquired the remaining 69 percent ownership of
Versa Power Systems, Inc. through the issuance of approximat ely 3.5 million shares. We
also see that you accounted for the transaction as a step -acquisition and recorded an
impairment charge of $3.6 million in the fourth quarter of 2012. Please describe for us in
greater detail your accounting for the business comb ination achieved in stages as
proscribed in paragraphs 25 -9 and 25 -10 of FASB ASC 805 -10. In particular, please tell
us how you remeasured and valued your previously held equity interest in the acquiree at
its acquisition -date fair value. In this regard, p lease tell us how your current disclosure
complies with the requirements of FASB ASC 805 -10-50-2(g).

Note 10. Debt and Leases, page 70

5. We see that with the issuance of the $38 million Senior Unsecured Convertible Notes in
June 2013, you recorded embedde d derivatives with a fair value of $3.2 million upon
issuance which were subsequently valued at $4.7 million at year -end. Please tell us how
your fair value disclosure for these instruments complies with FASB ASC 820 -10-50. In
this regard, please tell us h ow you have applied this disclosure guidance to any other
assets or liabilities recorded at fair value, if significant.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing in cludes the information the Securities Exchange Act of
1934 and all applicable Exchange 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 ade quacy of the disclosures they have made.

Michael S. Bishop
FuelCell E nergy, Inc.
September 26, 2014
Page 3

  In responding to  our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any perso n under the federal securities laws of the United States.

You may contact Kevin Kuhar, Accountant, at (202) 551 -3662 or me at (202) 551 -3676  if
you have questions regarding comments on the financial statements and related matters.   Please
do not hesitate to contact Martin James, Senior Assistant Chief Accountant , at (202) 551 -3671
with any other questions.

        Sincerely,

        /s/ Brian Cascio

        Brian Cascio
        Accounting Branch Chief