SecProbe.io

CORRESP
1
filename1.htm

      Unassociated Document

              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

    September
      11, 2006

    Ms.
      Kate
      Tillan

    Assistant
      Chief Accountant

    U.S.
      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
      # 001-14204

    Dear
      Ms.
      Tillan:

    The
      purpose of this letter is to address two additional questions raised by the
      Staff in our most recent conversation on August 30, 2006.

    1.
      The
      SEC Staff inquired about the effect of a bankruptcy by FuelCell Energy, Inc.
      on
      the holders of the Series 1 Preferred Stock of FuelCell Energy, Ltd.

    Response:
      A
      bankruptcy proceeding of FuelCell Energy, Inc. would likely not involve a
      concurrent bankruptcy proceeding of FuelCell Energy, Ltd., because it is a
      foreign entity. In that case, FuelCell Energy, Inc. would not perform its
      obligations under its guaranty of the obligations of FuelCell Energy, Ltd.
      Accordingly, Enbridge, Inc., as holder of the shares of Series 1 Preferred
      Stock
      of FuelCell Energy, Ltd., would become an unsecured creditor of FuelCell Energy,
      Inc.

    2.
      The
      Staff inquired as to the source of the obligation for FuelCell Energy, Inc.
      to
      deliver its common shares upon the conversion of the Series 1 Preferred Shares
      of FuelCell Energy, Ltd.

        Ms.
          Kate
          Tillan

        Assistant
          Chief Accountant

        U.S.
          Securities and Exchange Commission

        May
          9,
          2006

        Page
          2

    Response:
      The Plan
      of Arrangement approved under the Business Corporation Act of Canada requires,
      in Section 6.1(b), that FuelCell Energy, Inc. issue its common shares upon
      conversion of the Preferred Shares of Global Thermoelectric Inc. (which later
      became the preferred shares of FuelCell Energy, Ltd.). In addition, the
      Combination Agreement by and between FuelCell Energy, Inc. and Global
      Thermoelectric Inc. dated as of August 4, 2003 requires that FuelCell Energy,
      Inc. register under the Securities Act of 1933, as amended, its common shares
      to
      be issued upon the conversion of the Global Thermoelectric Inc. Cumulative
      Redeemable Convertible Preferred Shares, Series 2 (which later became the
      FuelCell Energy, Inc. Series 1 Preferred Shares in May of 2004). This
      Registration Statement has been filed by FuelCell Energy, Inc. (No. 333-109634)
      on October 30,2003.

    FuelCell
      Energy, Inc. acknowledges the following:

              ·

              FuelCell
                Energy, Inc. is responsible for the adequacy and accuracy of the
                disclosures in its Form 10-K for the year ended October 31,
                2005;

              ·

              Staff
                comments or changes to disclosure in response to Staff comments do
                not
                foreclose the Commission from taking any action with respect to FuelCell
                Energy, Inc.’s Form 10-K for the year ended October 31, 2005;
                and

              ·

              FuelCell
                Energy, Inc. may not assert Staff comments as a defense in any proceeding
                initiated by the Commission or any person under the federal securities
                laws of the United States.

    If
      you
      have any additional questions or concerns about these matters, please do not
      hesitate to call.

        Ms.
          Kate
          Tillan

        Assistant
          Chief Accountant

        U.S.
          Securities and Exchange Commission

        May
          9,
          2006

        Page
          3

    Sincerely,

    Richard
      A. Krantz

    RAK/sr