SecProbe.io

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Mail Stop 6010
      June 28, 2005

Mr. John D. Giolli
Chief Financial Officer
Millennium Cell Inc.
One Industrial Way West
Eatontown, NJ 07724

      Re:	Millennium Cell Inc.
      Form 10-K for the year ended December 31, 2004
      Form 8-K filed May 2, 2005
		File No. 000-31083

Dear Mr. Giolli:

      We have reviewed your filing and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  Where indicated, we think you should revise your
future filings in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the year ended December 31, 2004

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 9

Results of Operations, page 10

1. We see that you have elected to present stock based
compensation
expense as a separate line item on the face of the income
statement.
In view of the relative significance of this item, please expand
your
discussions of the various expense categories to also discuss
variances in line items inclusive of related stock compensation
charges in future filings.

Item 9A - Controls and Procedures, page 17

2. We note that your certifying officers disclose their
conclusions
as to the effectiveness of your disclosure controls and procedures
"within 90 days prior to the filing date of this annual report."
However, Item 307 of Regulation S-K requires that your certifying
officers disclose their conclusions regarding the effectiveness of
your disclosure controls and procedures "as of the end of the
period
covered by the report."    Please revise future filings
accordingly.

Consolidated Statements of Operations, page F-4

3. We note you present stock based compensation expense as a
separate
line item on the face of your statement of operations.  Revise to
disclose how it is allocated to other line items right on the face
of
the statement.  This can be done by parenthetically noting with
the
appropriate line item, like G&A, the amount of stock compensation
charge that is excluded because it`s presented as a separate line
item.  Similar disclosures should accompany your Selected
Financial
Data presentation on page 9.

4. As a related matter, we assume that none of the stock
compensation
charge would be allocated to cost of goods sold.  If our
assumption
is not correct, that portion of the charge should be reclassified
to
the cost of sales section of the income statement.  We will not
object if you wish to break it out as a separate line item within
that section.  Please advise or revise in future filings.

Consolidated Statements of Stockholders` Equity, page F-5

5. Please revise future filings to show all equity issuances since
inception as required by paragraph 11(d) of SFAS 7.  Please
disclose
the following for each issuance:
* The date and number of shares of stock or other equity
securities
issued for cash or other consideration;
* The dollar amounts assigned to the consideration received; and
* The basis for assigning amounts to any non-cash consideration
received.

Form 8-K filed May 2, 2005

6. We note that you present several non-GAAP measures, including
"loss from operations - adjusted," "net loss - adjusted" and "net
loss per share - adjusted," which have not been described to
investors.  Please note that Instruction 2 to Item 2.02 of Form 8-
K
requires that when furnishing information under this item you must
provide all the disclosures required by paragraph (e)(1)(i) of
Item
10 of Regulation S-K. Please revise your Form 8-K in future
periods
to include a discussion, in sufficient detail, of the following
for
each non-GAAP measure:
* The substantive reasons why management believes each non-GAAP
measure provides useful information to investors;
* The specific manner in which management uses each non-GAAP
measure
to conduct or evaluate its business;
* The economic substance behind management`s decision to use each
measure; and
* The material limitations associated with the use of each non-
GAAP
measure as compared to the use of the most directly comparable
GAAP
measure and the manner in which management compensates for these
limitations when using the non-GAAP measure.
`````
        As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your responses to our
comments.

	 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 all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  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 connection with responding to our comments, please
provide,
in writing, a 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 securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Eric Atallah, Staff Accountant at (202) 551-
3663
or me at (202) 551-3554 regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Martin James, Senior Assistant Chief Accountant, at (202)
551-3671 with any other questions.

      								Sincerely,

								Angela Crane
								Branch Chief

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Mr. John D. Giolli
Millennium Cell Inc.
June 28, 2005
Page 4

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