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CORRESP
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                RICHARD
                  A. KRANTZ

              Financial
                Centre

              695
                East Main Street

              P.O.
                Box 10305

              Stamford,
                CT 06904-2305

              Main
                (203) 462-7500

              Fax
                (203) 462-7599

              rkrantz@rc.com

              Direct
                (203) 462-7505

              Also
                admitted in New York

              and
                Massachusetts

    March
      9,
      2006

    Ms.
      Kate
      Tillan

    Assistant
      Chief Accountant

    United
      States Securities and Exchange Commission

    450
      Fifth
      Street, N.W.

    Washington,
      D.C. 20549

              Re:

              FuelCell
                Energy Inc.

              Form 10-K for the year ended October
                31,
                2005

                Filed
                  January 17, 2006

              File
                No. 001-14204

    Dear
      Ms.
      Tillan:

    This
      correspondence is in response to your letter dated February 10, 2006 to Joseph
      G. Mahler, Senior Vice-President and Chief Financial Officer of FuelCell Energy,
      Inc. (“FuelCell”). In that letter, you requested that FuelCell respond to your
      comments following a limited review of its Annual Report on Form 10-K filed
      on
      February 10, 2006. We will respond to the comments in the order
      presented.

    Form
      10-K for the year ended October 31, 2005

    Financial
      Statements

    Consolidated
      Balance Sheets, page 67

            1.

              The
                Staff referred to page 87 of the footnotes to the financial statements
                stating that if there is a fundamental change of control, a holder
                of
                Series B Cumulative Perpetual Preferred Stock (the “Series B Preferred
                Stock”) may require the Company to repurchase all or part of their Series
                B Preferred Stock. FuelCell advises the Staff that should such a
                fundamental change occur, FuelCell, at its option, may elect to pay
                the
                Fundamental Change Purchase Price in cash or in shares of Common
                Stock
                valued at a discount of 5% from the Market Price of the shares of
                Common
                Stock, or any combination thereof. This provision is described in
                the
                Certificate of Designation of the Series B Preferred Stock, which
                was
                filed as Exhibit 3.1.3 to the Registration Statement on Form S-1/A
                on
                March 14, 2005.

      Ms.
        Kate
        Tillan

      Securities
        and Exchange Commission

      March
        9,
        2006

      Page
        2

    FuelCell
      has evaluated the accounting for, and the classification of, the Series B
      Preferred Stock under EITF Topic D-98 “Classification and Measurement of
      Redeemable Securities” (EITF D-98). The Scope of EITF D-98 (paragraph 2) states
      the following:

    “Rule
      5-02.28 of Regulation S-X requires
      preferred securities that are redeemable
      for cash or other assets to be classified outside of permanent
      equity
      if they
      are redeemable (1) at a fixed or determinable price on a fixed or determinable
      date, (2) at the option of the holder, or (3) upon the occurrence of an event
      that is not solely within the control of the issuer.”

    As
      noted
      above, the shares of Series
      B
      Preferred Stock are only redeemable in cash at the option of FuelCell (not
      the
      holder). FuelCell has no intent to redeem the Series B Preferred Stock in cash.
      It is FuelCell’s intent that the Series B Preferred Stock will eventually
      convert to common shares either through conversion or redemption upon a
      fundamental change. Given these facts, FuelCell believes that the Series B
      Preferred Stock is properly classified under the shareholders’ equity heading on
      the consolidated balance sheet.

    In
      future
      filings, FuelCell will revise its disclosure of the Series B Preferred Stock
      to
      specifically disclose that upon a fundamental change, FuelCell, at its option,
      may elect to pay the Fundamental Change Purchase Price in cash or in shares
      of
      Common Stock valued at a discount of 5% from the Market Price of the shares
      of
      Common Stock, or any combination thereof.

            2.

              FuelCell
                acknowledges the Staff’s comments. In future filings, FuelCell will revise
                its description of “Preferred shares of subsidiary” to add that these
                shares are convertible into FuelCell common shares.

      Ms.
        Kate
        Tillan

      Securities
        and Exchange Commission

      March
        9,
        2006

      Page
        3

    In
      addition, the Staff referred to Item 5-02-27 of Regulation S-X, which requires
      separate classification, not to be included under a general heading of
      stockholders equity, for “minority interests in consolidated subsidiaries.”
FuelCell advises the Staff that it owns 100% of the voting equity in its
      Canadian subsidiary, FuelCell Energy, Ltd., the issuer of the Series I Preferred
      Shares, and there are no voting minority interest holders. FuelCell also advises
      the Staff that the Series 1 Preferred Shares are convertible into common stock
      at the option of FuelCell, and that these preferred shareholders do not share
      in
      either the earnings of FuelCell or FuelCell Energy, Ltd. Given these facts,
      FuelCell believes that there is no minority interest to be accounted for in
      the
      consolidated financial statements and that the classification of the preferred
      shares of its subsidiary is properly classified under the shareholders’ equity
      heading on the consolidated balance sheet.

    The
      Staff
      also referred to Item 5-02-28 of Regulation S-X, which requires separate
      classification, not to be included under a general heading of stockholders
      equity, for “preferred stock subject to mandatory redemption requirements or
      whose redemption is outside the control of the issuer.” FuelCell advises the
      Staff that its Series I Preferred Shares are only convertible at the option
      of
      the holder into a number of our common shares and are not redeemable, at the
      option of the holder, for cash or other assets. FuelCell believes that its
      shares of Series I Preferred Shares do not fall within the Scope of EITF D-98
      (paragraph 2), which refers to Rule
      5-02.28 of Regulation S-X as
      requiring preferred securities that are redeemable
      for cash or other assets to be classified outside of permanent
      equity.
      Based
      on that guidance, FuelCell believes that its Series I Preferred Shares are
      properly classified under the shareholders’ equity heading on the consolidated
      balance sheet.

    Note
      12. Shareholders’ Equity, page 85

    Preferred
      Shares of Subsidiary, page 87

              3.

              FuelCell
                advises the Staff that it followed Statement of Financial Accounting
                Standard No. 141, “Business Combinations” (“SFAS 141”), in accounting for
                the Series I Preferred Shares issued in connection with its acquisition
                of
                Global Thermoelectric Inc. (“Global”). These shares were valued with the
                assistance of a valuation expert using the income approach to estimate
                the
                fair value of the securities based on expected future economic benefits.
                In applying this method, cash flows were estimated for the life of
                the
                securities and then discounted to present value to arrive at an indication
                of fair value. The amounts projected and then discounted include
                future
                dividend payments and conversion of the securities in 2020. Implicit
                in
                this valuation are certain assumptions regarding timing and payment
                of
                dividends and the ultimate conversion of the securities. FuelCell
                advises
                the Staff that it is accreting the value of the preferred shares
                over the
                life of the securities utilized in estimating future cash flows,
                which was
                assumed to be 2020.

      Ms.
        Kate
        Tillan

      Securities
        and Exchange Commission

      March
        9,
        2006

      Page
        4

              4.

              FuelCell
                advises the Staff of the following facts regarding the Global Series
                2
                non-voting Preferred Shares which were ultimately replaced by Series
                I
                Preferred Shares issued by FuelCell Energy,
                Ltd.

            ·

              In
                November 2003, the Company acquired Global Thermoelectric Inc. (“Global”)
                which, at the time, was a publicly traded Canadian
                company.

            ·

              At
                the time of acquisition, Global had 1,000,000 shares of Series 2
                non-voting preferred outstanding which were convertible into Global
                common
                stock. With the acquisition by FuelCell, Global became a subsidiary
                of
                FuelCell and the Series 2 non-voting preferred shares became convertible
                into FuelCell common stock.

            ·

              In
                conjunction with the November 2003 acquisition of Global, as described
                in
                response 3 above and disclosed in Note 3 and Note 12 to the consolidated
                financial statements, the Series 2 non-voting Preferred Shares were
                determined to have fair value at the time of approximately $9.1
                million.

            ·

              In
                May 2004, FuelCell sold Global and its generator product line. FuelCell
                retained certain assets and obligations of the Global which were
                transferred into FuelCell Energy, Ltd., another wholly owned subsidiary
                of
                FuelCell.

            ·

              With
                the sale of Global, the Series 2 Preferred Shares were cancelled
                and
                replaced with equivalent Series I Preferred Shares issued by FuelCell
                Energy, Ltd. There were no changes to the conversion features or
                the term
                of the preferred shares in this
                transaction.

      Ms.
        Kate
        Tillan

      Securities
        and Exchange Commission

      March
        9,
        2006

      Page
        5

    Given
      these facts, FuelCell views this exchange as solely a legal issue with no
      accounting consequences and no underlying change in the fair value initially
      determined when FuelCell acquired Global.

              5.

              FuelCell
                advises the Staff that future dividend requirements of the Series
                I
                Preferred Shares were incorporated into the initial determination
                of their
                fair value. The fair value was determined in accordance with SFAS
                141, as
                discussed in response 3 above, using the income approach to estimate
                the
                future economic benefits. In applying this method, cash flows were
                estimated for the life of the securities and then discounted to present
                value to arrive at an indication of fair value. Accordingly, cumulative
                unpaid dividends have been accrued into the value of “Preferred shares of
                subsidiary” on FuelCell’s consolidated balance
                sheet.

    FuelCell
      advises the Staff that it can pay, at its discretion, any dividends on the
      Series I Preferred Shares in the form of a dividend-in-kind payable in common
      shares or cash. This includes any cumulative unpaid dividends and interest,
      which at October 31, 2005 totaled approximately $3.5 million.

    The
      Staff
      refers to Item 5-02-27 of Regulation S-X whereby amounts related to minority
      interests in consolidated subsidiaries are required to be classified separately
      from permanent equity on the consolidated balance sheet. FuelCell advises the
      Staff that it owns 100% of its Canadian subsidiary, FuelCell Energy, Ltd.,
      the
      issuer of the Series I Preferred Shares, and there are no minority interest
      holders. Given this fact, FuelCell believes that the classification of its
      preferred shares of its subsidiary is properly classified under the
      shareholders’ equity heading on the consolidated balance sheet.

    In
      future
      filings, FuelCell will clarify its disclosures of the Series I Preferred Shares
      to clearly indicate that accrued dividends are classified into “Preferred shares
      of subsidiary” and that such dividends are payable in shares of common stock or
      cash at the option of FuelCell.

      Ms.
        Kate
        Tillan

      Securities
        and Exchange Commission

      March
        9,
        2006

      Page
        6

    Item
      9A. Controls and Procedures, page 98

            6.

              FuelCell
                acknowledges the Staff’s comment and advises the Staff that its disclosure
                controls and procedures are designed to provide reasonable assurance
                that
                information required to be disclosed in the Company’s periodic SEC reports
                is recorded, processed, summarized and reported within the time periods
                specified in the SEC’s rules and forms, and that such information is
                accumulated and communicated to its principal executive officer and
                principal financial officer, as appropriate, to allow timely decisions
                regarding required disclosure.

    In
      future
      filings, FuelCell will revise the language included in Item 9A, Controls and
      Procedures to read as follows:

    “The
      Company maintains disclosure controls and procedures, which are designed
      to provide reasonable assurance
      that
      information required to be disclosed in the Company’s periodic SEC reports is
      recorded, processed, summarized and reported within the time periods specified
      in the SEC’s rules and forms, and that such information is accumulated and
      communicated to its principal executive officer and principal financial officer,
      as appropriate, to allow timely decisions regarding required disclosure.

    We
      carried out an evaluation, under the supervision and with the participation
      of
      our principal executive officer and principal financial officer, of the
      effectiveness of the design and operation of our disclosure controls and
      procedures as of the end of the period covered by this report. Based on that
      evaluation, the Company’s principal executive officer and principal financial
      officer have concluded that the Company’s disclosure controls and procedures
      were effective to provide a reasonable level of assurance in timely alerting
      them to material i