SecProbe.io

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

       DIVISION OF
CORPORATION FINANC E
Mail Stop 3030
August 1 6, 2016

Via E -mail
Michael Bishop
Senior Vice President and Chief Financial Officer
FuelCell Energy, Inc.
3 Great Pasture Road
Danbury, Connecticut 06810

 Re: FuelCell Energy , Inc.
Form 10 -K for the Fiscal Year Ended October 31, 2015
Filed January 8, 2016
File No.  1-14204

Dear Mr.  Bishop :

We have reviewed your filing s and have the following comment.  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 comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment appl ies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, w e may have  additional comments.

Form 10 -K for the Fiscal Year Ended October 31, 2015

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Results of Operations

Product Sales, page 47

1. We note the disclosure that revenues declined due to decreased sales of fuel cell kits to
POSCO and power plant revenue partially offset by an increase in engineering and
construction services.   In future filings please also disclose the underlying reasons  for
items that impact revenue.   For example, explain why POSCO purchased fewer fuel cell
kits in fiscal year 2015 compared to fiscal year 2014.   Refer to Item 303 of Regulation S -
K and Section III.B.1. of SEC Release  33–8350.   We further note, in this reg ard, public
statements by management, such as in earnings calls, that you are transitioning away

Michael Bishop
FuelCell Energy, Inc.
August 1 6, 2016
Page 2

 from selling kits to POSCO in favor of a royalty -based arrangement.  If this change will
materially impact your business or results of operations, please note your disclosure
obligations pursuant to Item 303(a)(3)(ii) of Regulation S -K.

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 Ex change 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 adequacy of the disclosures they have made.

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 person under the federal secur ities laws of t he United States.

You may contact Kristin Lochhead at (202) 551 -3664, or Kate Tillan, Assistant Chief
Accountant, at (202) 551 -3604 if you have questions regarding comments on the financial
statements and related matters .  Please contact Caleb French  at (202) 551 -6947  or Geoff Kruczek
at (202) 551 -3641 with any other questions.

                Sincerely,

        /s/ Kate Tillan for

                Martin James
                Senior Assistant Chief Accountant
              Office of Electronics and Machinery