SecProbe.io

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 FuelCell Energy

 3 Great Pasture Road

 Danbury, CT 06810

 www.fuelcellenergy.com

 May 6, 2025

 Via EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street N.E.

 Washington, D.C. 20549

 Attention: Ms. Sarah Sidwell

 Re: Acceleration of Effective Date

 FuelCell
Energy, Inc.

 Registration Statement on Form S-3

 Filed on April 29, 2025

 File No. 333-286842

 Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended (the " Securities Act "), FuelCell Energy, Inc. (the " Company ")
hereby requests that the effective date of the Registration Statement on Form S-3 (File No. 333-286842) (the " Registration
Statement ") be accelerated so that the Registration Statement becomes effective under the Securities Act at 4:30 P.M. Eastern
Time on May 8, 2025 or as soon as practicable thereafter.

 The Company respectfully requests
that you notify Ms. Megan A. Odroniec of Foley & Lardner LLP of such effectiveness by a telephone call to (813) 225-4117.

 Sincerely,

 FUELCELL ENERGY, INC.

 By:
 /s/ Michael S. Bishop

 Name:
 Michael S. Bishop

 Title:
 Chief Financial Officer and Treasurer

 cc:
 Jason Few, Chief Executive Officer and President

 Joshua Dolger, General Counsel and Corporate Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 6, 2025

Jason Few
Chief Executive Officer
FUELCELL ENERGY INC
3 Great Pasture Road
Danbury, CT 06810

 Re: FUELCELL ENERGY INC
 Registration Statement on Form S-3
 Filed on April 29, 2025
 File No. 333-286842
Dear Jason Few:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Megan Odroniec
</TEXT>
</DOCUMENT>

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FuelCell Energy

3 Great Pasture Road

Danbury, CT 06810

www.fuelcellenergy.com

March 6, 2025

Via EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street N.E.

    Washington, D.C. 20549

Attention: Ms. Erin Donahue

    Ms. Erin Purnell

 Re: Acceleration of Effective Date

    FuelCell Energy, Inc.

                                  Registration Statement on Form S-3 (File No. 333-274971)

Post-Effective Amendment No. 2 to Registration
Statement on Form S-3

Filed December 27, 2024

Post-Effective Amendment No. 3 to Registration
Statement on Form S-3

Filed March 5, 2025

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), FuelCell Energy, Inc. (the “Company”)
hereby requests that the effective date of the Registration Statement on Form S-3 (File. No. 333-274971) (as amended, the “Registration
Statement”) be accelerated so that the Registration Statement becomes effective under the Securities Act at 4:30 P.M. Eastern
Time on March 10, 2025 or as soon as practicable thereafter.

The Company respectfully
requests that you notify Ms. Megan A. Odroniec of Foley & Lardner LLP of such effectiveness by a telephone call to (813)
225-4117.

 Sincerely,

  FUELCELL ENERGY, INC.

  By: /s/
                                            Michael S. Bishop

  Name: Michael S. Bishop

  Title: Chief Financial Officer and Treasurer

 cc: Jason
                                            Few, Chief Executive Officer and President

    Joshua Dolger, General Counsel and Corporate Secretary

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FuelCell Energy

                       3 Great Pasture Road

                       Danbury, CT 06810

                       www.fuelcellenergy.com

March 5, 2025

Via
EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:
    Ms. Erin Donahue

    Ms. Erin Purnell

    Re:
    FuelCell Energy, Inc.

    Post Effective Amendment No. 2 to Registration Statement on Form S-3

    Filed December 27, 2024

    File No. 333-274971

Dear Ms. Donahue and Ms. Purnell:

This letter is in response
to the comment of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
as set forth in your letter dated January 6, 2025, to Post-Effective Amendment No. 2 to the Registration Statement on Form S-3
(File No. 333-274971) (the “Registration Statement”) filed by FuelCell Energy, Inc. (the “Company”)
with the Commission on December 27, 2024. For convenience, the full text of the Staff’s comment is set forth below in bold
and italics, followed by the Company’s response.

Post Effective Amendment No. 2 to
Registration Statement on Form S-3 filed December 27, 2024

General

 1. We note that your registration statement incorporates by reference your Form 10-K for the fiscal
year ended October 31, 2024, which in turn incorporates by reference certain Part III information from a definitive proxy statement
that you have not filed yet. Please be advised that we cannot accelerate the effective date of your registration statement until you have
amended your Form 10-K to include Part III information or have filed a proxy statement which includes such information. Please
refer to Question 123.01 of the Securities Act Forms Compliance and Disclosure Interpretations.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that, on February 21, 2025, the Company filed
with the Commission its definitive proxy statement, including the information required by Part III of Form 10-K.

In addition, in connection
with verbal comments from the Staff, the Company is concurrently submitting via EDGAR Post-Effective Amendment No. 3 (“Amendment
No. 3”) to the Registration Statement to provide an updated consent of the Company’s independent registered public
accounting firm and to update certain other information included in the Registration Statement as detailed in the Explanatory Note included
in the forepart of Amendment No. 3.

If you have any questions or require any additional
information in connection with the filing of Amendment No. 3, please contact me at (203) 825-6049.

    Sincerely,

    /s/ Michael S. Bishop

    Michael S. Bishop

    Chief Financial Officer and Treasurer

    cc:
    Jason Few, Chief Executive Officer and President

    Joshua Dolger, General Counsel and Corporate Secretary

    2

January 6, 2025
Jason Few
Chief Executive Officer
FUELCELL ENERGY INC
3 Great Pasture Road
Danbury, Connecticut 06810
Re:FUELCELL ENERGY INC
Post Effective Amendment No. 2 to Registration Statement on Form S-3
Filed December 27, 2024
File No. 333-274971
Dear Jason Few:
            We have reviewed your post-effective amendment and have the following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Post Effective Amendment No.2 to Registration Statement on Form S-3 filed December 27,
2024
General
1.We note that your registration statement incorporates by reference your Form 10-K
for the fiscal year ended October 31, 2024, which in turn incorporates by reference
certain Part III information from a definitive proxy statement that you have not filed
yet. Please be advised that we cannot accelerate the effective date of your registration
statement until you have amended your Form 10-K to include Part III information or
have filed a proxy statement which includes such information. Please refer to
Question 123.01 of the Securities Act Forms Compliance and Disclosure
Interpretations.

January 6, 2025
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Erin Donahue at 202-551-6063 or Erin Purnell at 202-551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

August 17, 2018
Michael Bishop
Chief Financial Officer
FuelCell Energy, Inc.
3 Great Pasture Road
Danbury, Connecticut 06810
Re:FuelCell Energy, Inc.
Registration Statement on Form S-3
Filed August 10, 2018
File No. 333-226792
Dear Mr. Bishop:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Heather Percival at 202-551-3498 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Paul D. Broude

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    August 17, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549-3720

 Re: FuelCell Energy, Inc.

Registration Statement on Form S-3 (File No. 333-226792)

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, FuelCell Energy, Inc. (the “Company”) hereby requests that the above-referenced
Registration Statement on Form S-3 (File. No. 333-226792) (the “Registration Statement”) be declared effective at 4:30
P.M. Eastern Time on August 21, 2018 or as soon as practicable thereafter.

    Sincerely,

    FUELCELL ENERGY, INC.

    By:
    /s/ Michael S. Bishop

    Name: 	Michael S. Bishop

    Title: 	Senior Vice President, Chief Financial Officer and Treasurer

Mail Stop 3030

November 7 , 2017

Jennifer D. Arasimowicz , Esq.
General Counsel
FuelCell Energy, Inc.
3 Great Pasture Road
Danbury, Connecticut 06810

Re: FuelCell Energy, Inc.
Preliminary Proxy Statement on Schedule PRE  14A
Filed October 27 , 201 7
File No. 00 1-14204

Dear M s. Arasimowicz :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Corey J. Sheahan , Esq.
Foley & Lardner  LLP

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

       DIVISION OF
CORPORATION FINANC E

Mail Stop 3030
August 2 5, 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 completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are responsible for the
accuracy and adequacy of the di sclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

               Sincerely,

        /s/ Martin James

                Martin James
                Senior Assistant Chief Accountant
              Office of Electronics and Machinery

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Correspondence

 August 23, 2016

Mr. Martin James

 Senior 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 Fiscal Year Ended October 31, 2015

 Filed January 8, 2016

File No. 1-14204

 Dear Mr. James:

 This
correspondence is in response to your letter dated August 16, 2016, to Michael Bishop, Senior Vice-President and Chief Financial Officer of FuelCell Energy, Inc. (“FuelCell”, “FCE” or the
“Company”). For the Staff’s reference, we have included, in this response letter, the original Staff comment in italics which is followed by FuelCell’s response.

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 regard, public statements by management, such as in earnings calls, that you are transitioning away 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.

FuelCell Energy, Inc.

phone

203 825.6000

3 Great Pasture Road

fax

203 825.6100

Danbury, CT 06813-1305

www.fuelcellenergy.com

 Mr. James

Securities and Exchange Commission

 August 23, 2016

Page 2

 FuelCell Response:

We acknowledge the regulations and guidance identified by the Staff and the Company understands its responsibility to provide disclosure on known trends and
uncertainties impacting our financial statements.

 The Staff has highlighted elements relating to our business relationship with POSCO Energy for
disclosure considerations. As further background, the Company has disclosed the transition of the relationship with its partner, POSCO Energy, in multiple filings since 2012. The Company entered into an expanded cell license agreement in 2012 which
enabled POSCO to manufacture cell technology in Korea, and POSCO built a planned factory which is now on line. For instance, the Company included disclosure to this end in Item 1 Business of the Form 10-K that the multi-year kit order with
POSCO concludes at the end of 2016. Both the multi-year kit order and license agreement have been filed as material agreements as exhibits 10.72 and 10.73 of the Form 10-K.

As requested by the Staff, the Company plans to expand its disclosure in the Management Discussion and Analysis (MD&A), Results of Operations Section in
future filings to address the underlying reasons for items impacting revenue in accordance with Item 303 of Regulation S-K and Section III.B.1. of SEC Release 33–8350, disclosure within the MD&A. In particular, we anticipate that this
disclosure will discuss the transition of the South Korean business from kit sales to a royalty based model along with other important business trends, such as management’s plans for megawatt and multi-megawatt turnkey projects in the United
States and Europe. In all events, we will plan to disclose the impact of these trends on our revenues, income and financial statements.

 The Company
believes that it has addressed the Staff’s comments. FuelCell acknowledges the following:

•

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.

Sincerely,

 /s/ Michael S. Bishop

Michael S. Bishop

 Sr. Vice President & CFO

cc:

 Arthur A. Bottone, President & CEO, FuelCell Energy, Inc.

Richard Krantz, Partner, Robinson & Cole

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

November 6, 2014

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

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

Dear Mr. Bishop:

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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 the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules req uire.

        Sincerely,

        /s/ Brian Cascio

        Brian Cascio
        Accounting Branch Chief

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Correspondence

 November 6, 2014

 Mr. Brian
Cascio

 Accounting Branch Chief

 United States Securities and
Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C.
20549

Re:
FuelCell Energy, Inc.

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

Filed January 6, 2014

File No. 001-14204

 Dear Mr. Cascio:

This correspondence is in response to your letter dated October 29, 2014, to Michael Bishop, Senior Vice-President and Chief Financial Officer of FuelCell
Energy, Inc. (“FuelCell”, “FCE” or the “Company”). In that letter, you requested that FuelCell respond to your comments following a review of our letter dated October 10, 2014. We will respond to the comments in the
order presented.

 For the Staff’s reference, we have included, in this response letter, the original Staff comment in italics which is followed by
FuelCell’s response.

 Form 10-K for the fiscal year ended October 31, 2013

Consolidated Statements of Operations and Comprehensive Income (Loss), page 67

1. We note that sales to related parties represent a significant amount of revenues each period. Please revise future filings to separately state related
party transactions on the face of your financial statements in accordance with Rule 4-08(k)(1) of Regulation S-X.

 FuelCell Response:

 We acknowledge the Staff’s comment and in future filings we will separately state related party transactions on the face of the financial
statements in accordance with Rule 4-08(k)(1) of Regulation S-X.

 Mr. Cascio

Securities and Exchange Commission

 November 6, 2014

 Page
 2

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

 Revenue Recognition, page 71

2. We note your response to prior comment 3. Separately priced extended maintenance warranty agreements do not appear to be similar to license and royalty
revenue arrangements. Accordingly, please revise segment disclosures in future filings to quantify the revenue recorded for extended maintenance warranty agreements separately in accordance with FASB ASC 280-10-50-40.

FuelCell Response:

 We acknowledge the
Staff’s comment and in future filings we will disclose the revenue recorded for extended maintenance warranty agreements (service agreements) in our notes to consolidated financial statements in accordance with FASB ASC 280-10-50-40.

The Company believes that it has addressed the Staff’s comments. FuelCell acknowledges the following:

•

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.

Sincerely,

/s/ Michael S. Bishop

Michael S. Bishop

Sr. Vice President & CFO

cc:
Arthur A. Bottone, President & CEO, FuelCell Energy, Inc.

 Peter J. Schaeffer, Partner,
Patterson Belknap Webb & Tyler LLP

 Richard Krantz, Partner, Robinson & Cole

October 29, 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 response letter dated October 10 , 2014  and have the following
comments.  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 adv ising 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 Ended October 31, 2013

Consolidated Statements of Operations and Comprehensive Income (Loss), page 67

1. We note that sales to related parties represent a significant amount of revenues each
period. Please revise future filings to separately state related party transactions on the
face of your financial statements in accordance with Rule 4 -08(k)(1) of Regulation S -X.

Michael S. Bishop
FuelCell Energy, Inc.
October 29, 2014
Page 2

 Note 1.  Nature of Business, Basis of Presentation and Significant Accounting Policies, page 70

Revenue Recognition, page 71

2. We note your response to prior comment 3. Separately priced extended maintenance
warranty agreements do not appear to be similar  to licen se and royalty revenue
arrangements. Accordingly, please revise segment disclosures in future filings to quantify
the revenue recorded for extended maintenance warranty agreements separately in
accordance with FASB ASC 280 -10-50-40.

You may contact Kevin  Kuhar  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) 55 1-3671 with any
other questions.

        Sincerely,

        /s/ Brian Cascio

        Brian Cascio
        Accounting Branch Chief

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Correspondence

 October 10, 2014

Mr. Brian Cascio

 Accounting Branch Chief

United States Securities and Exchange Commission

 450 Fifth
Street, N.W.

 Washington, D.C. 20549

Re:

FuelCell Energy, Inc.

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

Filed January 6, 2014

File No. 001-14204

 Dear Mr. Cascio:

 This
correspondence is in response to your letter dated September 26, 2014, to Michael Bishop, Senior Vice-President and Chief Financial Officer of FuelCell Energy, Inc. (“FuelCell”, “FCE” or the “Company”). In that
letter, you requested that FuelCell respond to your comments following a review of its 2014 Annual Report on Form 10-K filed on January 6, 2014. We will respond to the comments in the order presented.

For the Staff’s reference, we have included, in this response letter, the original Staff comment in italics which is followed by FuelCell’s
response.

 Form 10-K for the fiscal year ended 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
Registered 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 Framework 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.

 FuelCell Response:

We acknowledge the Staff’s comment and in future filings we and our auditor will include reports that identify the version of the COSO Integrated
Framework used in our assessment of internal control over financial reporting.

FuelCell Energy, Inc.            phone 203 825.6000

3 Great Pasture Road            fax      203 825.6100

Danbury, CT 06813-1305    www.fuelcellenergy.com

 Mr. Cascio

Securities and Exchange Commission

 October 10, 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 revenues from other service arrangements.

 FuelCell Response:

We acknowledge the Staff’s comment and would like to clarify that construction services is referring to the engineering, procurement and construction
(“EPC”) services component of the overall fuel cell project. The installation of a power plant at a customer site includes significant site preparation which is included in the EPC component and is required to be completed before
integration of the fuel cell power plant. The majority of cost of this EPC scope includes procuring assets such as switch gear and ancillary equipment and building a complete power plant asset on concrete foundations with associated piping, cabling
and interconnection. The Company has recently been more frequently requested by customers to perform this EPC work in conjunction with construction, installation, and integration of a fuel cell power plant rather than our customers undertaking the
responsibility of this initial phase. This allows the Company to maintain control over quality and timeliness of the overall project and to alleviate this burden on customers. We only provide EPC services in instances where we are also contracted to
construct, install, and integrate a fuel cell power plant. Furthermore, when EPC services are provided they are typically included as additional scope in the fuel cell power plant sales contract.

The Company believes that because the EPC services are such an integral component of the entire fuel cell project and is typically included in the same
contract, that inclusion of EPC revenue in product sales is more meaningful to investors, rather than combined with service agreement and license revenues. Service agreement and license revenues substantially includes revenue recognized under
separately priced extended warranty agreements (referred to in our filings as service agreements) whereby we maintain a customer’s power plant over a fixed period of time under a separate service agreement subsequent to completion of the fuel
cell power plant construction contract. We will expand our disclosures in future filings to explain our rationale for inclusion of EPC revenues within the product sales financial statement caption.

 Mr. Cascio

Securities and Exchange Commission

 October 10, 2014

 Page
 3

 3. In this regard, please tell us how you have concluded that you are not required to report revenues for
each product and service 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 license revenues or product sales and construction
services are considered similar.

 FuelCell Response:

We acknowledge the Staff’s comment and our response to the Staff’s question #2 above discusses our explanation for inclusion of EPC and product sales
within the same revenue caption as they are integral in delivering a full fuel cell turn-key project.

 With regard to inclusion of separately priced
extended warranty agreements (service agreements) and license and royalty revenues within the same revenue caption, the Company believes that it has followed the guidance of FASB ASC 280-10-50-40 by grouping similar services from external customers.
Service agreement revenue is the result of providing operations and maintenance services on our customers’ completed fuel cell power plants and is recorded over the service period consistent with the guidance under ASC 605-20-25-1. License and
royalty revenue is the result of providing a specific customer access rights to our technology and/or regional sales exclusivity whereby the license revenue is recorded over the license period and royalties are recorded upon being earned. The
license agreement in place with this customer has provisions for the parties to work together in sharing know how to service fuel cell plants. The service agreement in place with this customer includes provisions whereby royalties are payable as
certain service milestones occur. Thus, the Company views service and license and royalty revenue as similar revenue streams over these long-term agreements.

In determining the proper classification of license and royalty revenues, the Company also reviewed Rule 5-03 of Regulation S-X and determined that separate
classification on the Consolidated Statements of Operations was not required as license and royalty revenue did not represent 10 percent of the sum of all classes of revenue identified within Rule 5-03 of Regulation S-X.

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 approximately 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 combination 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, please tell us how your current disclosure complies with the requirements of FASB ASC
805-10-50-2(g).

 Mr. Cascio

Securities and Exchange Commission

 October 10, 2014

 Page
 4

 FuelCell Response:

We acknowledge the Staff’s comment. The Company owned 39 percent of Versa Power Systems, Inc. (“Versa”) prior to December 20, 2012 and
accounted for Versa using the equity method of accounting. Additionally, the Company had provided Versa with debt funding through several convertible notes prior to December 30, 2012. On October 5, 2012, the Company signed a non-binding
term sheet with the four other owners of Versa to purchase the remaining 61 percent of Versa in exchange for shares of the Company’s common stock. As the offer price per share of Versa was significantly lower than the Company’s carrying
value per share, the Company identified this as an indicator that the investment in Versa was impaired. The Company remeasured the fair value of its existing investment in Versa by multiplying the price per share offered and agreed to for the
remaining shares in Versa by the total number of shares of Versa owned by the Company and (b) the carrying value of convertible debt owed by Versa to the Company. Due to the fact a third party market participant purchasing Versa would have to
not only pay the owners for their shares in Versa but would also trigger the change in control provisions in the convertible notes owed to the Company, and would therefore have to either repay the loans or inject sufficient cash into Versa to repay
the loans, the Company determined that the carrying value of the convertible notes should be considered in assessing the fair value of Versa from the perspective of a market participant. On December 20, 2012, prior to filing the Form 10-K for
the fiscal year ended October 31, 2012, the Company finalized the acquisition of the remaining 61 percent ownership interest in Versa with terms consistent with those agreed to in the October 5, 2012 non-binding term sheet. The transaction
was consummated on an arm’s-length basis by knowledgeable, unrelated parties, and therefore, the price per share negotiated and agreed to by the parties was considered fair value. In accounting for the business combination achieved in stages,
the re-measured fair value of our existing investment in Versa was added to the fair value of the Company’s common shares that were provided to the other four owners of Versa in exchange for their shares in Versa in order to determine the
consideration for the acquisition consistent with the guidance in ASC 805-10-25-9.

 The Company has reviewed the disclosures to ensure compliance with
FASB ASC 805-10-50-2(g) and notes the following:

•

The Company will include in future filings the acquisition-date fair value of the equity interest in Versa immediately prior to the acquisition date to comply with FASB ASC 805-10-50-2(g)(1).

•

The Company disclosed the amount of the impairment loss to comply with FASB ASC 805-10-50-2(g)(2) and there was a separate line item on the income statement for this impairment, however, this was not directly outlined
in the footnote disclosure. We will include this information in future filings to comply with the disclosure requirements.

•

Although the Company indicated that the step-acquisition method was used, the Company did not provide further clarify as to which valuation technique was used. We will expand our disclosures in future filings to include
that the market approach was used and our reasons for selecting this approach to comply with FASB ASC 805-10-50-2(g)(3).

•

The Company will include in future filings information to assess the inputs used to develop the fair value of the equity interest in Versa immediately prior to acquisition to comply with FASB ASC 805-10-50-2(g)(4).

 Mr. Cascio

Securities and Exchange Commission

 October 10, 2014

 Page
 5

 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 embedded 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 how you have applied this
disclosure guidance to any other assets or liabilities recorded at fair value, if significant.

 FuelCell Response:

We acknowledge the Staff’s comment. As discussed in the Company’s Form 10-Q filing for the Quarter Ended July 31, 2014, all of the outstanding
principal of the $38 million Senior Unsecured Convertible Notes (the “Notes) were converted during fiscal year 2014. There was a high probability that the Notes would be converted which is confirmed with the conversions of all the Notes during
the course of Fiscal Year 2014. The information to comply with FASB ASC 820-10-50 was included in Item 7a. Quantitative and Qualitative Disclosures About Market Risk on Form 10-K for the Fiscal Year Ended October 31, 2013. The disclosures
will be expanded in the Debt footnote in future filings to comply with FASB ASC 820-10-50. The expanded disclosure will include the following information:

The change in control put redemption feature and the interest make-whole payments upon conversion embedded in the Senior Unsecured Convertible Notes meet the
definition of derivatives that each require bifurcation from the host contract. As a result of the conversion of all the outstanding Senior Unsecured Convertible Notes, there is no remaining derivative balance at October 31, 2014. The aggregate
fair value of these derivatives at October 31, 2013 was $4.7 million. The fair values were determined using a lattice-based valuation model. In determining the fair value of these bifurcated derivatives, various assumptions were used. Stock
price was projected assuming a log-normal distribution. The stock volatility, the interest rate curve, the borrowing cost and credit spread are all assumed to be deterministic. The value was calculated as the difference between the value of the
original note and a note with no change of control or make-whole payments upon conversion features. The inputs used to estimate the fair value of the control put redemption feature and make-whole payment embedded derivatives include several
significant unobservable inputs (Level 3).

 Mr. Cascio

Securities and Exchange Commission

 October 10, 2014

 Page
 6

 The Company believes that it has addressed the Staff’s comments. FuelCell acknowledges the following:

•

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.

Sincerely,

 /s/ Michael S. Bishop

Michael S. Bishop

Sr. Vice President & CFO

cc:

Arthur A. Bottone, President & CEO, FuelCell Energy, Inc.

Peter J. Schaeffer, Partner, Patterson Belknap Webb & Tyler LLP

Richard Krantz, Partner, Robinson & Cole

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

CORRESP
1
filename1.htm

Correspondence Letter

 FUELCELL ENERGY, INC.

3 GREAT PASTURE ROAD

DANBURY, CONNECTICUT 06813

 (203) 825-6000

 July 16, 2013

Securities and Exchange Commission

 450 Fifth
Street Northwest

 Washington, DC 20549

RE:

FuelCell Energy, Inc.

Registration Statement on Form S-3

Commission File No. 333-189185

 Dear Sir or Madam:

 The registrant, FuelCell Energy, Inc. (“FCE”), hereby requests that the effective date of the above-captioned Registration Statement be accelerated to 4:00 p.m., Eastern Time, on July 18,
2013, or as soon thereafter as is practicable.

 FCE hereby acknowledges that:

•

 should the Securities and Exchange Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve FCE from its
full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 FCE may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

FUELCELL ENERGY, INC.

By:

 /s/ Michael S. Bishop

Michael S. Bishop

Chief Financial Officer

CORRESP
1
filename1.htm

CORRESP

 June 28, 2013

 Ms. Amanda Ravitz

 Assistant Director

United States Securities and Exchange

Commission 450 Fifth Street, N.W.

 Washington,
D.C. 20549

Re:
FuelCell Energy, Inc.

Registration Statement on Form S-3 Filed June 7, 2013

 File No. 333-189185

 Dear Ms. Ravitz:

This correspondence is in response to the letter dated June 19, 2013. For the Staff s reference, we have included and highlighted, in this response
letter, the original Staff comment which is followed by FuelCell’s response.

 Registration Fee Table

1.
Please revise to include on a separate line in the table the units referenced in footnote (1) and make appropriate corresponding changes throughout your filing.

 FuelCell Response:

 The Company acknowledges the Staff’s comment and advises the Staff that it has included the Units on a separate line in the registration fee table and has made appropriate corresponding changes
throughout the filing.

 Incorporation by Reference, page 37

2.
Please also incorporate by reference your Form 10-Q for the fiscal quarter ended January 31, 2013. See Item 12(a)(2) of Form S-3.

FuelCell Response:

 The Company
acknowledges the Staff’s comment and advise that it has added reference to our Form 10-Q for the fiscal quarter ended January 31, 2013 and additional filings under the Securities Exchange Act of 1934, as amended, in the Incorporation by
Reference section.

 The Company believes that it has responded to the Staffs requests. FuelCell acknowledges the following:

•

 Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

 The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 The company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 June 28, 2013

 Ms. Amanda Ravitz

 United States Securities and Exchange Commission

Page 2

 Sincerely,

 /s/ Michael S. Bishop

 Michael S. Bishop

 Sr. Vice President and CFO

CC:
Sally Brammell, United States Securities and Exchange Commission

 Mary Beth Breslin, United States Securities and Exchange Commission

 Arthur A.
Bottone, President & CEO, FuelCell Energy, Inc.

 Richard A. Krantz, Partner, Robinson & Cole, LLP

June 19, 2013

Via E -mail
Arthur A. Bottone
Preside nt and Chief E xecutive Officer
FuelCell Energy, Inc.
3 Great Pasture Road
Danbury, CT 06813

Re: FuelCell Energy, Inc.
 Registration Statement on Form S-3
Filed  June 7, 2013
  File No.  333-189185

Dear Mr. Bottone :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  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 by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

Registration  Fee Table

1. Please revise to includ e on a separate line in the table  the units  refer enced  in footnote  (1)
and make appropriate corresponding changes throughout your filing.

Incorporation by Reference, page 37

2. Please  also incorporate by reference your Form 10 -Q for the fi scal quarter ended January
31, 2013.  See Item 12 (a)(2) of Form S -3.

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 Act of 193 3 and
all applicable Securities  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.

Arthur A. Bottone
FuelCell Energy, Inc.
June 19 , 2013
Page 2

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

 Please contact Sally Brammell at (202) 551 -3779 or Mary Beth Breslin at (202) 551 -
3625  with any questions.

Sincerely,

/s/ Mary Beth Breslin for

Amanda Ravitz
Assistant Director

cc (via e -mail): Richard A. Krantz , Esq.

February 7, 2012
 Via E-mail

Mr. Michael Bishop Senior Vice President, Chief Financial Officer,
Treasurer and Corporate Secretary FuelCell Energy, Inc. 3 Great Pasture Road Danbury, CT 06813
Re: FuelCell Energy, Inc.
Form 10-K for the fiscal year ended October 31, 2011  Filed January 17, 2012 Form 10-K for the fiscal year ended October 31, 2010 Filed January 14, 2011 File No. 001-14204

Dear Mr. Bishop:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/Brian Cascio
Brian Cascio Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 January 11, 2012

 Mr. Brian Cascio

 Accounting Branch Chief

United States Securities and Exchange Commission

450 Fifth Street, N.W.

 Washington, D.C. 20549

Re:
FuelCell Energy, Inc.

Form 10-K for the Fiscal Year Ended October 31, 2010

 Filed January 14, 2011

 File No. 001-14204

Dear Mr. Cascio:

 This
correspondence is in response to the requested information from our conference call on December 22, 2011. On that conference call, the Staff requested the following:

1)
 A quantitative and qualitative materiality assessment on the financial statement impact if the Company had accounted for the sale of its power
plants using the completed contract method of revenue recognition, instead of the percentage of completion method, for each of the fiscal years 2006 through 2010 and a qualitative analysis on the quarters within these fiscal years.

2)
 Explanation of what changes occurred in fiscal 2009 allowing the Company to estimate total contract costs as disclosed in its Form 10-K for the
fiscal year ended October 31, 2010.

3)
 A draft of the disclosure to be included in the Company’s Form 10-K for the fiscal year ended October 31, 2011 to be filed in January 2012
regarding the revenue recognition model that will be used on contracts where the Company determines it is unable to reasonably estimate total contract costs.

4)
 An example of a customer contract from fiscal 2007 or 2008 and an example of a recent customer contract from 2009 or 2010.

 For the Staff’s reference, our responses in this letter include each of the above referenced requests
in italics followed by FuelCell’s response.

 Request 1) Prepare a quantitative and qualitative
materiality assessment on the financial statement impact if the Company had accounted for the sale of its power plants using the completed contract method of revenue recognition, instead of the percentage of completion method, for each of the fiscal
years 2006 through 2010 and a qualitative analysis on the quarters within these fiscal years.

 Mr. Cascio

 Securities and Exchange Commission

 January 11, 2012

 Page
 2

 FuelCell Response:

 In consideration of this response, the Company has performed a thoughtful analysis of all contracts for which revenue was recognized under the percentage of completion method during the fiscal periods
2006 through 2010. This included a thorough review of the characteristics of each of our power plant contracts, and the experience level we were gaining throughout this period with respect to the attributes that distinguished a contract that had
inherent hazards versus a typical contract that we had developed a strong history of providing to customers within very small tolerances of error from our original cost estimates. As such, we constructed and evaluated a comparison of original cost
estimates versus final actual costs for each contract within this period, as well as performed calculations of revenue / cost of sales had the Company used the completed contract method instead of percentage of completion for contracts which
contained inherent hazards.

 As discussed with the Staff, the Company’s disclosures in its fiscal 2010 Form 10-K indicate
a bright line of November 1, 2009 as the transition date whereby the Company could begin estimating total contract costs for all power plant sales. Such language was included due to certain installation and commissioning costs being inherently
hazardous to estimate in certain situations where the Company was producing and installing first article products, contracting to deliver power plants which related to new applications, or certain situations where the Company may not have had the
relevant level of experience in delivering the unique application that the customer desired. However, in reviewing the attributes of our contracts during the five year period ended October 31, 2010, such circumstances were very limited during
this period. Additionally, based on a review of historical original cost estimates of project costs against final actual contract costs, we note that, for the majority of projects, total contract costs were within a reasonable and appropriate margin
of error versus original cost estimates. This pattern was true for almost all of our contracts, beginning with projects started at the beginning of fiscal 2008. Thus, while the Company had broad disclosure in the footnotes to its consolidated
financial statements regarding the inability to estimate installation and commissioning costs until the first quarter of fiscal 2010, the Company was in fact appropriately estimating total contract costs and applying the percentage of completion
method, with the exception of a very limited number of contracts. The distinguishing factors for these limited number of contracts was the fact that these power plant sales related to plants that were being constructed for new applications for which
there was limited experience, or related to new product lines or first article installations. Such contracts are distinguished from the Company’s normal power plant models and applications, for which the Company was able to estimate within very
tight tolerances starting in fiscal 2008, as the Company had been designing, constructing, and installing such typical plants for several years and at that point had an established track record of delivering such plants for costs which were within
reasonable tolerances from its original cost estimates.

 The Company has prepared a proforma presentation of results which
recasts certain contracts for power plants with new applications or first articles under the completed contract method. For those contracts which the company had the ability to estimate costs, adjustments were not made. Specifically, for the
proforma presentation below, the following analysis was performed:

•

 All commercial contracts from fiscal years 2006 and 2007, as well as all contracts for which the Company determined that it would have been
inherently hazardous to estimate at inception were assumed to be under the completed contract method as a result of insufficient product installation and application experience and estimating history. Revenue was recast and recognized under the
completed contract method in the proforma analysis in the fiscal period in which the project would have been considered substantially complete per FASB ASC 605-35-25-96.

 Mr. Cascio

 Securities and Exchange Commission

 January 11, 2012

 Page
 3

 The result of this proforma analysis, by fiscal year, is as follows:

September 30,

September 30,

September 30,

September 30,

 ($ in 000’s)

As reported

Proforma

$ Variance

%
Variance

 2010

 Revenue (P&L)

$
69,777

$
69,547

$
(230
)

0
%

 Net Loss to common shareholders (P&L)

$
(58,864
)

$
(58,864
)

$
—

0
%

 Deferred revenue (Balance Sheet)

$
25,499

$
25,729

$
230

 Inventory and deferred contract costs (Balance Sheet)

$
33,404

$
33,634

$
230

 2009

 Revenue (P&L)

$
88,016

$
89,586

$
1,570

2
%

 Net Loss to common shareholders (P&L)

$
(71,882
)

$
(71,882
)

$
—

0
%

 Deferred revenue (Balance Sheet)

$
17,013

$
15,443

$
(1,570
)

 Inventory and deferred contract costs (Balance Sheet)

$
25,433

$
23,863

$
(1,570
)

 2008

 Revenue (P&L)

$
100,735

$
107,703

$
6,968

7
%

 Net Loss to common shareholders (P&L)

$
(96,565
)

$
(96,565
)

$
—

0
%

 Deferred revenue (Balance Sheet)

$
29,585

$
22,617

$
(6,968
)

 Inventory and deferred contract costs (Balance Sheet)

$
24,523

$
17,555

$
(6,968
)

 2007

 Revenue (P&L)

$
48,288

$
44,523

$
(3,765
)

-8
%

 Net Loss to common shareholders (P&L)

$
(71,882
)

$
(71,882
)

$
—

0
%

 Deferred revenue (Balance Sheet)

$
20,486

$
24,251

$
3,765

 Inventory and deferred contract costs (Balance Sheet)

$
29,581

$
33,346

$
3,765

 2006

 Revenue (P&L)

$
33,288

$
39,625

$
6,337

19
%

 Net Loss to common shareholders (P&L)

$
(84,222
)

$
(84,222
)

$
—

0
%

 Deferred revenue (Balance Sheet)

$
9,785

$
3,448

$
(6,337
)

 Inventory and deferred contract costs (Balance Sheet)

$
14,121

$
7,784

$
(6,337
)

 To evaluate the materiality of changing the revenue recognition method from the percentage of completion
method to the completed contract method on the fiscal year results presented above, management utilized Staff Accounting Bulletin No. 99 (“SAB 99”). According to SAB 99, “…Under the governing principles, an assessment of
materiality requires that one views the facts in the context of the surrounding circumstances, as the accounting literature puts it, or the total mix of information, in the words of the Supreme Court. In the context of a misstatement of a financial
statement item, while the total mix includes the size in numerical or percentage terms of the misstatement, it also includes the factual context in which the user of financial statements would view the financial statement item. The shorthand in the
accounting and auditing literature for this analysis is that financial management and the auditor must consider both quantitative and qualitative factors in assessing an item’s materiality…”

 Mr. Cascio

 Securities and Exchange Commission

 January 11, 2012

 Page
 4

 Management reviewed the guidance set forth in SAB 99 and made an assessment regarding
whether changing the revenue recognition method from the percentage of completion method to the completed contract method for certain contracts was material to the fiscal years presented above based upon both quantitative and qualitative factors.

 Quantitative Factors

 Management analyzed the financial statement line items impacted as demonstrated in the table above on an as reported basis compared to on a proforma basis and does not believe that the variances would be
material to investors. Revenue fluctuated fairly significantly from one year to the next as the Company worked to commercialize its products and gain market acceptance. In addition, revenues fluctuated due to the sale of larger power plants
(megawatt and multi-megawatt power plants) as well as the specific needs of certain partners as they became more involved in local manufacturing of certain parts of the power plant.

Management also reviewed historical analysts’ comments on the Company to determine what aspects of performance investors were
focused on. We believe that due to the nature of its business (i.e., low volume of individual contracts, but contracts are relatively large dollar power plant installations) and the stage of commercialization, investors have been focused on product
cost reductions, cash utilization and order activity as reflected in backlog which demonstrates market acceptance and product penetration, rather than in which fiscal year contract backlog is recognized as revenue. Customer contract backlog is
disclosed in the Company’s SEC filings and the Company has historically issued press releases to announce new contracts. For the Staff’s reference, below are some of the comments on the Company as issued by analysts during 2007 through
2009. These comments demonstrate that the focus of investors was on metrics other than periodic changes in revenue.

 “Quarterly numbers will remain lumpy at the early stages of commercialization and we believe that cost out programs and traction in key markets are more relevant metrics near term. We anticipate an
update on ongoing cost/kW reductions through value engineering and updates on further traction in key end-markets, notably Korea and California.” – 2007

“As for many emerging energy technology companies more emphasis is placed on progress in technical and operational
milestones rather than P&L results.” – 2007

 “We believe investors will need to take a
longer-term focus in assessing the company’s progress rather than solely focusing on quarter-to-quarter trends.” – 2008

 “With the balance sheet recently firmed, gross margin positive products set to ship, and backlog inflecting, we are growing more comfortable with the FCEL story. Still, the global credit crunch is
preventing some projects from quickly moving forward, and backlog needs to gain much more critical mass for us to become bullish.” – 2009

 With regard to net loss to common shareholders, there is no impact whether the Company utilized the percentage of completion method or the completed contract method for certain contracts. The Company was
recognizing costs in excess of revenue (losses) as soon as estimable. Under the completed contract method project revenues and costs would have been deferred until completion of the project so there is no impact to net loss to common shareholders.

 Mr. Cascio

 Securities and Exchange Commission

 January 11, 2012

 Page
 5

 The Company has also presented above the impact to deferred revenue and deferred
contract costs under the percentage of completion method, compared to the completed contract method. Management does not believe the impact is material as the primary balance sheet focus of investors was on cash and investment levels, not changes to
deferred revenue or deferred contract cost levels from period to period.

 Qualitative Factors

Per SAB 99, there are a variety of qualitative considerations that one should review in order to determine the materiality of an issue.
The below qualitative analysis is relevant for the fiscal years presented in the table above as well as the quarterly periods within those fiscal years.

1.
 Whether the misstatement arises from an item capable of precise measurement or whether it arises from an estimate and, if so, the degree of
imprecision inherent in the estimate.

 FCE response – Use of the
completed contract method results in a precise measurement of revenue recognition compared to the percentage of completion method.

2.
 Whether the misstatement masks a change in earnings or other trends.

FCE response – No, there is no change in net loss to common shareholders and the trend of revenue throughout
the 5 years ended October 31, 2010 does not change.

3.
 Whether the misstatement hides a failure to meet analysts’ consensus expectations for the enterprise.

FCE response – Management believes analysts’ expectations for revenue were established based on the fact
that the Company utilized the percentage of completion method of revenue recognition. Analyst expectations of revenue would have been different if the Company was under the completed contract method for certain contracts, so the Company does not
believe this is meaningful qualitative consideration in this circumstance. Analysts do provide EPS expectations, however there would be no impact to EPS from what was reported if the completed contract method were used for such contracts rather than
the percentage of completion method.

4.
 Whether the misstatement changes a loss into income or vice versa.

FCE response – As noted in the quantitative comparison table above, there is no difference in net loss to
common shareholders under either revenue recognition method.

5.
 Whether the misstatement concerns a segment or other portion of the registrant’s business that has been identified as playing a significant
role in the registrant’s operations or profitability.

 FCE response
– The Company has only one segment, so this consideration is not applicable.

6.
 Whether the misstatement affects the registrant’s compliance with regulatory requirements.

FCE response – There would be no impact on compliance with regulatory requirements if the completed
contract method of revenue recognition were utilized instead of percentage of completion for certain contracts not qualifying for percentage of completion accounting.

7.
 Whether the misstatement affects the registrant’s compliance with loan covenants or other contractual requirements.

 FCE response – The Company does not have any loan covenants or other
contractual requirements which would be impacted if a different methodology were used to recognize revenue for certain contracts and diff

CORRESP
1
filename1.htm

Correspondence

 December 6, 2011

 Mr. Brian Cascio

 Accounting Branch Chief

United States Securities and Exchange Commission

450 Fifth Street, N.W.

 Washington, D.C. 20549

Re:
FuelCell Energy, Inc.

Form 10-K for the Fiscal Year Ended October 31, 2010

Filed January 14, 2011

File No. 001-14204

 Dear
Mr. Cascio:

 This correspondence is in response to your letter dated November 23, 2011, to Michael Bishop, Senior
Vice-President and Chief Financial Officer of FuelCell Energy, Inc. (“FuelCell”, “FCE” or the “Company”). In that letter, you requested that FuelCell respond to your comments following a review of our letter dated
October 28, 2011. We will respond to the comments in the order presented.

 For the Staff’s reference, we have
included, in this response letter, the original Staff comment in italics which is followed by FuelCell’s response.

 Form 10-K for the
fiscal year ended October 31, 2010

 Revenue Recognition, pages 68 and 81

1.
 We acknowledge your response to prior comment 7; however, it remains unclear how your application of percentage of completion accounting for DFC
power plants and modules is appropriate under the specific guidance from FASB Codification Topic 605-35. In that regard, your response suggests that you segmented revenues and costs incurred for certain installation and commissioning activities
under the contractual arrangements under a theory analogizing to the accounting for research and development activities. Please help us further understand how your application of the percentage of completion method complied with GAAP. Accordingly,
please respond to the following:

•

 Tell us the specific basis in Topic 605-35 for segmenting and separately accounting for revenues and costs associated with installation and
commissioning in excess of the estimated amount included in what you refer to as “hard costs.” Tell us how your practices considered the guidance from FASB ASC 605-35-25-10 through 25-13, with respect to segmenting of a contract.

•

 Tell us how your method considers the guidance from FASB ASC 605-35-25-37a, which requires that contract costs used in the application of percentage
of completion accounting include all direct costs. It is unclear how your method of segmenting certain installation and commissioning costs considers this guidance.

•

 Tell us how your method considers the guidance from FASB ASC 605-35-25-37f, which indicates that in estimating profit or loss on a contract, the
estimate to complete should include all contract costs.

 Mr. Cascio

 Securities and Exchange Commission

 December 6, 2011

 Page
 2

 FuelCell
Response:

 We acknowledge the Staff’s question. The Company did not intend to suggest that we were segmenting and
separately accounting for contracts and contract revenues and costs under FASB Codification Topic 605-35 in our prior response 7. Our projects and the related contracts do not meet the segmentation criteria outlined in FASB Codification Topic
605-35-25-10 through 25-13 and as a result, we did not and are not following that guidance. The Company includes all direct contract costs in percentage of completion accounting and does not separately segment revenues or costs for its product sales
contracts. We provided detail in our prior response on the cost elements of our contracts in order to provide context for the disclosures in our Form 10-K for the fiscal year ended October 31, 2010 regarding uncertainty on the timing and amount
of certain cost elements in our contract estimates.

 Regarding the Staff’s question on how the Company followed FASB ASC
605-35-25-37a, as noted in our prior response, we did include an estimate of “normal” installation and commissioning costs in our application of percentage-of-completion accounting. We intended to convey that there were some installation
and commissioning costs incurred outside of our normal expected costs that were treated akin to research and development costs. The Company’s accounting model contemplated that these costs would be expensed as incurred consistent with FASB ASC
730-10-25-1 and that these activities related to testing and product development were aimed at developing or significantly improving a product or service consistent with FASB ASC 730-10-15-3.

Further to the Staff’s third bullet, the Company did consider and applied guidance from FASB ASC 605-35-25-37f, which indicates that
in estimating profit or loss on a contract, the estimate to complete should include all contract costs. The Company acknowledges and disclosed that there were certain commissioning and installation costs that could not be reasonably estimated at
inception due to the early stages of product development. These costs included items such as new product testing and power plant installations that utilized new and unique applications (such as unique fuel sources). Estimates were provided for these
cost elements once estimable. The costs benefiting the individual contracts (that being the “hard costs” and “normal” installation and commissioning costs), were included in the Company’s estimates at inception and revenue
was recorded matching the hard costs (which reflect the impact of inventory write-downs for lower of cost or market as discussed in our previous response 6) incurred, resulting in an approximate break-even margin (i.e. the “zero profit
margin” approach as discussed in ASC 605-35-25-67 through 25-69). Estimates were continuously updated as the Company gained information on actual product, installation and commissioning costs.

 Mr. Cascio

 Securities and Exchange Commission

 December 6, 2011

 Page
 3

 As
further background, during the commercialization period of our products from 2003 – 2009, there were significant cost reduction efforts and design changes being implemented on our products. Production volumes were also uncertain due to uneven
order flow and our customers’ ultimate delivery timing requirements. As a result, upon signing a contract in one period, the Company could not reasonably estimate the future costs or completion dates. Once a power plant was released for
production, we were able to estimate product costs and costs for expected installation and commissioning. Costs sometimes ran over original estimates for installation and commissioning as a result of new products being introduced and the variability
of applications for which the products were integrated with at customer sites. This is why the Company considered these activities to be research and development costs and expensed such costs as incurred consistent with FASB ASC 730-10-25-1, as the
Company was learning about the processes and techniques related to the delivery, installation, commissioning and testing of new products and unique applications.

 2. As a related matter, we refer to your response to prior comment 10. Please further explain to us why percentage of completion is an appropriate accounting method for revenues and costs from DFC
power plants and modules. In that regard, please respond to the following:

•

 Clarify how your determination considers the guidance from FASB ASC 605-35-15-6a, which indicates that percentage of completion accounting is not
applicable to sales of goods produced in a standard manufacturing operation, even if produced to buyer specifications. In that regard, it is not clear how the two main components of the power plant are not manufactured goods as contemplated in the
cited guidance.

•

 You indicate that it normally takes between twelve and eighteen months to complete a customer arrangement and that lead time is between six and
twelve months. Without regard to lead time, please clarify for us the amount of time required to manufacture the components and clarify for us the period and pattern of costs incurred under the arrangements.

•

 Further clarify why you believe that the arrangements are substantively long-term contracts as contemplated in the guidance from FASB ASC 605-35.

 Mr. Cascio

 Securities and Exchange Commission

 December 6, 2011

 Page
 4

 FuelCell
Response:

 The Company’s determination to use the percentage of completion accounting method considered FASB ASC
605-35-15-6a, which indicates that percentage of completion accounting is not applicable to sales of goods produced in a standard manufacturing operation. We do not consider our complete power plant contracts to be produced in a standard
manufacturing operation. As discussed in our prior response letter, there are two primary physical elements to our power plants; the balance of plant (“BOP”) and the module(s). In addition to these physical elements, additional scope of
work in a power plant contract includes design work, configuration procedures, construction and custom fabrication, installation and commissioning. Further background on these cost elements is;

—

 The BOP is fabricated by external vendors and contains complex electrical, software and mechanical components. This fabrication is based on the
Company’s design and fabricated to the customer’s end requirements which can be very different based upon the customer’s location and the unique application of the power plant. For instance, BOPs may be designed to withstand climate
conditions in certain locations, conform to local requirements, or be configured for integration with the customer’s steam distribution or gas clean-up infrastructure. The electrical system needs to be configured consistent with the local
utility’s interconnection requirements. The Company historically has not placed BOP orders without an underlying customer contract due to the unique design requirements of each BOP depending on the type of customer application.

—

 While modules are built through a standard manufacturing operation – they are specific to a customer contract. We historically have set module
production to meet our contractual backlog requirements.

—

 Finally, the module and BOP are shipped to a customer site where site construction and installation of the power plant are required to meet the
customer’s application requirements. Every site is different and applications can fall into many categories when considering the customer’s unique requirements. For instance, certain plants will run on natural gas and others will run on a
variety of renewable fuels such as biogas. Output of the power plant can also come in multiple forms; it can be electricity consumed by the customer or fed to the grid, some customers will use heat generated by the fuel cell in combined heat and
power installations or require other product enhancements to capture the efficiency characteristics of the power plant. The module and BOP are installed at the site which requires further labor efforts, after which product testing is required to
ensure the power plant works as designed.

 In addition to the above cost elements, there are no
“regular” marketing channels for our products. We contract with a limited number of customers and the application review and quoting process alone can often take well over a year. The quoting process and ultimate contract takes into
account the customer’s unique application requirements (i.e. types of fuel being used, geographical location, combined heat and power requirements, etc.).

 Mr. Cascio

 Securities and Exchange Commission

 December 6, 2011

 Page
 5

Given these considerations, the Company’s products do not meet the criteria described in FASB ASC 605-35-15-6a. The Company’s
power plant contracts are consistent with the criteria described in FASB ASC 605-35-15-2a and types of examples described in FASB ASC 605-35-15-3.

 As a follow-up to the Staff’s question regarding the manufacturing time of 12 to 18 months, the Company has the following clarifying comments;

—

 Without regard to lead time, the manufacturing process for a BOP typically takes at least 12 months. There are highly specialized electrical,
software and mechanical components specific to our customer’s applications and our power plant design required for manufacture and assembly.

—

 Manufacture of the fuel cell modules in our production facility is a function of our production run-rate which is based on contractual backlog. The
Company will schedule production of the fuel cell module to occur when it anticipates that the BOP will be completed and the customer’s site is ready for installation of the power plant. At current production rates, a module can be manufactured
in less than a month.

—

 Typically, once a contract is signed, the Company will work with the customer’s site engineers to design the power plant site and prepare it
for a fuel cell power plant. This includes engineering design and permitting. This process can take up to a year depending on the complexity of the customer’s application and civil / permitting requirements. The actual site installation and
commissioning of the power plant typically takes 6 months. This includes installation on the site and configuration with the customer’s specific applications (i.e. gas clean-up skid, combined heat and power, etc).

The Company believes its power plant projects to be long-term in nature as they are performed over multiple accounting periods and
typically take over one year to complete. While the guidance from FASB ASC 605-35 doesn’t specifically define long-term as a period of time, we do believe that revenue recognition for our power plants under percentage of completion is the
appropriate method of revenue recognition.

 Mr. Cascio

 Securities and Exchange Commission

 December 6, 2011

 Page
 6

 Warranty and
Services Expense Recognition, pages 69 and 82

 3. We refer to your response to prior comment 13. Based on your
disclosure and response it appears that the LTSA arrangements would fall under guidance applicable to Separately Priced Extended Warranty and Product Maintenance Contracts as described in FASB Codification Topic 605-20-25. Accordingly, please help
us better understand how your accounting for the LTSA contracts complies with the cited guidance. In that regard:

—

 We see that the arrangements run between five and twenty years. Please tell us the typical life and describe the significance of arrangements
running past your standard agreement of five years.

—

 Describe to us the basis for your expectation that your “power plants will produce the minimum output during the term of the LTSA.”

—

 Tell us how your accounting practices consider the guidance regarding contract losses from FASB ASC 605-20-25-6. In that regard, it is not clear
whether you are estimating the costs of providing the services over the entire life of the contract.

 FuelCell
Response:

 We acknowledge the Staff’s comment and agree that our LTSA contracts fall under guidance applicable to
Separately Priced Extended Warranty and Product Maintenance Contracts as described in FASB ASC 605-20-25. We have been accounting for such contracts under this guidance.

 We advise the Staff that our typical LTSA contract is for a period of five years. For the completeness of disclosure, we include our longest service agreement in the range. As of October 31, 2010,
the Company only had one LTSA contract in excess of 5 years for which we are currently performing maintenance activities. There are two additional agreements in backlog with a term of twenty years and one with a period of ten years, each of which we
will begin performing maintenance activities under once the power plants are installed in fiscal 2012.

 Our basis for the
expectation that power plants will produce the minimum output during the term of the LTSA is based upon the design, testing and operating experience that the Company has with its fuel cell stacks and power plants as a whole. The fuel cell stack
currently has a design basis of 5 years while the balance of plant is designed to operate for greater than 20 years with routine maintenance. As the stack has a design basis for 5 years, at the end of the 5 year LTSA

November 23, 2011
Via E-mail

Mr. Michael Bishop Senior Vice President, Chief Financial Officer,
  Treasurer and Corporate Secretary   FuelCell Energy, Inc.  3 Great Pasture Road Danbury, CT  06813
Re: FuelCell Energy, Inc.
 Form 10-K for the Fiscal Year Ended October 31, 2010
Filed January 14, 2011 File No. 001-14204

Dear Mr. Bishop:
 We have reviewed your filing and your re sponse dated October 28, 2011 and we have the
following comments.  We have li mited our review to only your fi nancial statements and related
disclosures and do not intend to expand our review to other portions of your document.  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 te n 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 circum stances, please tell us w hy 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 ended October 31, 2010

 Revenue Recognition, pages 68 and 81

 1. We acknowledge your response to prior commen t 7; however, it remains unclear how your
application of percentage of completion acc ounting for DFC power plants and modules is
appropriate under the specific guidance from FASB Codification Topic 605-35.  In that
regard, your response suggests th at you segmented revenues a nd costs incurred for certain
installation and commissioning activities under the contractual arrangements under a theory
analogizing to the accounting for research and de velopment activities.  Pl ease help us further

Mr. Michael Bishop
FuelCell Energy, Inc. November 23, 2011 Page 2
 understand how your application of the percen tage of completion method complied with
GAAP.  Accordingly, please respond to the following:
 Tell us the specific basis in Topic 605-35 fo r segmenting and separately accounting for
revenues and costs associated with instal lation and commissioning in excess of the
estimated amount included in what  you refer to as “hard costs.”
 Tell us how your practices considered the guidance from FA SB ASC 605-35-25-10
through 25-13, with respect to segmenting of a contract.
 Tell us how your method considers the guida nce from FASB ASC 605-35-25-37a, which
requires that contract costs used in the application of  percentage of completion
accounting include all direct co sts.  It is unclear how your  method of segmenting certain
installation and commissioning cost s considers this guidance.
 Tell us how your method considers the guida nce from FASB ASC 605-35-25-37f, which
indicates that in estimating pr ofit or loss on a contract, the estimate to complete should
include all contract costs.

2. As a related matter, we refer to your response to  prior comment 10.  Plea se further explain to
us why percentage of completion is an appr opriate accounting method fo r revenues and costs
from DFC power plants and modules.  In th at regard, please respond to the following:
 Clarify how your determinat ion considers the guidance from FASB ASC 605-35-15-6a,
which indicates that percentage of completi on accounting is not applicable to sales of
goods produced in a standard manufacturi ng operation, even if produced to buyer
specifications.  In that regard, it is not cl ear how the two main components of the power
plant are not manufactured goods as c ontemplated in the cited guidance.
 You indicate that it normally takes between tw elve and eighteen months to complete a
customer arrangement and that lead time is between six and twelve months.   Without
regard to lead time, please clarify for us the amount of time required to manufacture the
components and clarify for us the period a nd pattern of costs incurred under the
arrangements.
 Further clarify why you believe that the arrangements are substantively long-term

contracts as contemplated in the guidance from FASB ASC 605-35.
 Warranty and Services Expense Recognition, pages 69 and 82

 3. We refer to your response to prior comment 13.  Based on your disclosure and response it
appears that the LTSA arrangements would fall under guidance applicable to Separately
Priced Extended Warranty and Product Maintenance Contract s as described in FASB
Codification Topic 605-20-25.  Accordingly, pl ease help us better understand how your
accounting for the LTSA contracts complies with  the cited guidance.  In that regard:
 We see that the arrangements run between five  and twenty years.  Please tell us the
typical life and describe the significance of  arrangements running past your standard
agreement of five years.
 Describe to us the basis fo r your expectation that your “ power plants will produce the
minimum output during the term of the LTSA.”

Mr. Michael Bishop
FuelCell Energy, Inc. November 23, 2011 Page 3
  Tell us how your accounting practices consider  the guidance regarding contract losses
from FASB ASC 605-20-25-6.  In  that regard, it is not cl ear whether you are estimating
the costs of providing the services over  the entire life of  the contract.

If you believe different GAAP governs the accoun ting for these arrangements, please fully
explain in response to this comment.

You may contact Gary Todd at (202) 551- 3605 or me at (202) 551-3637 if you have
questions regarding these comments .  In this regard, do not hesita te to contact Martin James,
Senior Assistant Chief Accountant at ( 202) 551-3671 with any other questions.

Sincerely,
   /s/ Gary Todd  for
Brian Cascio Accounting Branch Chief

cc: Richard Krantz

CORRESP
1
filename1.htm

Correspondence

October 28, 2011

Mr. Brian Cascio

Accounting Branch Chief

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re: FuelCell Energy, Inc. File No. 001-14204

Form 10-K for the Fiscal Year Ended October 31, 2010

Filed January 14, 2011

Form 10-Q for the Fiscal Quarter Ended July 31, 2011

Filed September 9, 2011

Form 8-K Dated September 6, 2011

Filed September 8, 2011

Dear Mr. Cascio:

This correspondence is in response to your letter dated September 29, 2011, to Michael Bishop,
Senior Vice-President and Chief Financial Officer of FuelCell Energy, Inc. (“FuelCell”, “FCE” or
the “Company”). In that letter, you requested that FuelCell respond to your comments following a
review of its 2010 Annual Report on Form 10-K filed on January 14, 2011. We will respond to the
comments in the order presented.

For the Staff’s reference, we have included, in this response letter, the original Staff comment in
italics which is followed by FuelCell’s response.

Form 10-K for the fiscal year ended October 31, 2010

Product Sales and Revenues, pages 56 and 59

1. Please revise future filings to discuss and quantify each of the underlying reasons for the
significant decrease in revenues each period. Please also discuss whether this trend is expected to
continue.

FuelCell Response:

We acknowledge the Staff’s comment and will enhance our disclosures in future filings related to
significant changes in revenues for each period and whether we expect the trend to continue.

    FuelCell Energy. Inc

    phone 203 825 6000

    3 Great Pasture Road

    fax 203 825 6100

    Danbury, CT 06813 1305

    www.fuelcellenergy.com

Mr. Cascio

Securities and Exchange Commission

October 28, 2011

Page 2

Liquidity and Capital Resources, page 61

2. We reference the disclosure that you plan to increase capacity from 70 MW to 90 MW of annual
production by investing $5 million to $7 million. In addition, you estimate that the further
expansion to 150 MW of annual production will require additional capital investments of $35 million
to $45 million. Given your limited cash flows, please revise future filings to disclose how you
plan to raise the capital required to increase production. Please also include a discussion of the
timeframe for when you expect the investments to occur.

FuelCell Response:

We acknowledge the Staff’s comment. It is our expectation that the Company would finance this
expansion through a combination of;

    (a)

    Cash flows from operations; the Company expects positive cash flows at an
annual production rate of 80 MW to 90 MW based on sales mix.

    (b)

    Debt financing; with improving operating results as the business grows, the
Company would expect to have access to the debt markets to finance capital expansion.

    (c)

    Equity or strategic investments; the Company will also pursue equity and
strategic investments to finance growth as necessary.

    (d)

    Potential local or state Government loans or grants in return for manufacturing
job creation.

The Company will include these considerations in future filings as well as a timeframe for
potential investments.

3. We see that revenue has decreased 20% from fiscal year 2009 to fiscal year 2010. During that
same period, inventories have increased 30%. Please revise future filings to discuss the reasons
for the investment in inventory in light of declining revenues.

FuelCell Response:

We acknowledge the Staff’s comment and will include additional disclosure around changes in
inventory compared to changes in revenue for the periods referenced in future filings.

Consolidated Financial Statements

4. We see that you recognized revenue of $6.9 million related to service agreements during fiscal
year 2010. Please revise future filings to separately present revenue and related cost of service
revenues, as required by Rule 5-03 of Regulation S-X.

Mr. Cascio

Securities and Exchange Commission

October 28, 2011

Page  3

FuelCell Response:

We acknowledge the Staff’s comment and have considered Rule 5-03 of Regulation S-X when preparing
the consolidated financial statements. The Company’s revenues from services were not more than 10
percent of the sum of all classes identified within Rule 5-03 of Regulation S-X. Total revenue for
all classes for fiscal year 2010 was $69.8 million. Rule 5-03 identifies subcaptions which should
appear separately on the face of the income statement, unless income is derived from more than one
of the subcaptions described under 210.5-03.1 which is not more than 10 percent of the sum of the
items and therefore may be combined with another class. The subcaptions under 210.5-03.1 are (a)
net sales of tangible products (gross sales less discounts, returns and allowances), (b) revenues
from operating revenues of public utilities or others, (c) income from rentals, (d) revenues from
services; and (e) other revenues.

The Company disclosed the following on page 56 of its Form 10-K for the fiscal year ended October
31, 2010 within Management’s Discussion and Analysis of Financial Condition and Results of
Operations:

Revenue in fiscal 2010 included $46.5 million of product sales (complete power plants,
modules and components), $3.6 million related to the sale of stack module assembly and
conditioning equipment to POSCO and for site engineering and construction work for projects
where we are responsible for complete power plant system installation, $6.9 million related
to service agreements and component sales and $2.2 million related to PPAs.

The $6.9 million related to service agreements and component sales includes only $6.8 million from
services and $0.1 million from sales of tangible products (component sales). The Company
categorizes these component sales separate from product sales because they are subsequent to the
original power plant equipment sale, but they are distinct individual sales not captured by revenue
under long-term service agreements with customers. Accordingly, revenues from services do not meet
the 10 percent threshold under Rule 5-03.

The Company notes that revenue related to services has declined in fiscal year 2011 as a percentage
of total revenues and is expected to continue to do so given the growth in revenue from product
sales. The Company will continue to monitor and report its various sources of revenues as defined
within the subcaptions outlined in Rule 5-03 to ensure compliance with Regulation S-X and revise
disclosures in future filings as necessary.

Note 1. Nature of Business and Significant Accounting Policies

Nature of Business, page 80

5. In future filings please clarify if the subsidiaries included in the first sentence of the
second paragraph on page 80 are 100% owned or otherwise disclose the ownership percentages.

FuelCell Response:

We acknowledge the Staff’s comment and will include additional disclosure in future filings to
clarify ownership percentages for each of our subsidiaries.

Mr. Cascio

Securities and Exchange Commission

October 28, 2011

Page 4

Inventories and Advanced Payments to Vendors, page 80

6. We reference the disclosure that prior to November 1, 2009, you provided for a lower of cost or
market reserve to the cost basis of inventory, including advance payments to vendors, at the time
of purchase. Please clarify your basis in the accounting literature for this treatment and tell us
how you considered the guidance in FASB ASC 330-10-35-7 in determining your accounting policy for
inventory prior to November 1, 2009. Your response should also discuss the timing of the purchase
of your inventory in relation to entering into a customer contract and whether there is a contract
in place at the time you record the lower of cost or market reserve.

FuelCell Response:

As background, the Company’s complete power plants have two primary components (a) the fuel cell
module and (b) the balance of plant (“BOP”) equipment further described as follows:

    (a)

    Completed fuel cell modules consist of either one 300 kilowatt fuel cell stack
for the sub-megawatt DFC300 power plant (SubMW) or four 350 kilowatt fuel cell stacks
for the megawatt-class power plants (MW). The fuel cell components are manufactured at
our production facility in Torrington, Connecticut and fuel cell kits are then exported
from this facility to Asia for local fuel cell stacking or the fuel cell components are
stacked in the Torrington facility for fuel cell modules designated for the United
States market. Completed fuel cell modules manufactured in Torrington are then shipped
to our facility in Danbury, Connecticut for conditioning, the final process that heats
up the module to operating temperature. Raw materials purchased from vendors become
work-in-process during the manufacturing process. Individual fuel cell components are
interchangeable between a SubMW fuel cell stack and a MW fuel cell stack. Upon
completion of production, the fuel cell module will either be (i) maintained in
inventory, (ii) assigned to a power plant product sale contract, or (iii) assigned to a
service contract, dependent on timing of production for existing sales contracts and
timing of stack failures in power plants under service contracts.

    (b)

    In addition to the fuel cell module, the power plant includes mechanical and
electrical balance of plant (“BOP”) equipment to monitor the flow of fuel into the
power plant and convert energy produced from the fuel cell stack into usable electrical
power. Certain BOP components are based on proprietary Company designs and the Company
procures fully assembled BOP equipment from vendors who often require advance payments
prior to production. BOP’s include a degree of customization dependent on the
customers’ application and fuel source. Upon completion of production, the BOP will
either be (i) maintained in inventory or (ii) assigned to a power plant product sale
contract.

Given the nature of the Company’s production process we have maintained inventory not specifically
identifiable to a customer contract primarily consisting of fuel cell raw materials, work in
process and stacks and modules.

Mr. Cascio

Securities and Exchange Commission

October 28, 2011

Page 5

As further background, prior to November 1, 2009 the Company was working to commercialize its fuel
cell products. This activity included developing and penetrating markets for its product,
reengineering and redesigning its products to decrease the cost to manufacture and also introducing
new larger scale products to meet market demand and take advantage of economies of scale to further
reduce costs. Additionally, product design changes and the long-term nature of customer contracts
impacted not only the manufacturing process for internally produced components but also the design,
cost and timing for fulfillment of externally produced components. As a result, the Company’s
customer contracts were sold at losses as pricing was consistent with the marketplace to enable
market development. As the Company procured raw materials or made advance payments to vendors for
BOP components prior to allocation of the inventory/advance payments to sales contracts and the
Company’s business model was based on selling product at a loss given market pricing, the Company
provided for a lower of cost or market reserve to the cost basis of inventory at the time of
purchase.

While the Company considered FASB ASC 330-10-35-7, which states that “if a business is expected to
lose money for a sustained period, the inventory shall not be written down to offset a loss
inherent in the subsequent operations”, the Company believes that the earliest and most appropriate
time to begin recording a loss was at the time inventory was procured which would ultimately
fulfill a contract. As a result of this write-down of inventory, the inventory reserve resulted in
no further need for a contract loss reserve. The Company does not believe that recording a lower
of cost or market reserve was offsetting a loss inherent in subsequent operations as stated in ASC
330-10-35-7, but essentially recording a loss or portion thereof which under contract loss
accounting would have been recorded, and in substance is consistent with the requirements to record
a contract loss reserve under FASB ASC 605-35-25-46.

Revenue Recognition, pages 68 and 81

7. We see that you recognize revenue from the sale and installation of fuel cell power plants under
the percentage of completion method. We also note the disclosure that prior to fiscal 2010, you did
not provide for a contract loss reserve on product sales contracts as products were in their early
stages of development and market acceptance, and the total costs and timing of production for
product sales contracts as well as installation and commissioning of these units could not be
reasonably estimated. Please tell us how you applied the percentage of completion method of revenue
recognition prior to fiscal year 2010. We reference FASB ASC 605-35-25-56 which states that the use
of the percentage of completion method depends on the ability to make reasonably dependable
estimates such as the extent of progress toward completion, contract revenues and contract costs.
In addition, FASB ASC 605-35-25-90 states that when lack of dependable estimates cause forecasts to
be doubtful, the completed contract method is preferable. Please provide us your analysis of how
you considered the accounting literature and explain to us why you believe the percentage of
completion method was appropriate for revenue recognition prior to fiscal 2010.

Mr. Cascio

Securities and Exchange Commission

October 28, 2011

Page 6

FuelCell Response:

Prior
to fiscal 2010, the Company did not provide for a contract loss reserve at the time customer
sales orders were entered into given the long term nature of the contracts and uncertainty over
certain of the future fulfillment costs. As described on the answer to comment 6, the Company’s
accounting model included a write-down of inventory upon receipt and production of inventory.

Under the Company’s application of percentage-of-completion accounting prior to fiscal 2010,
revenue was recognized over the period that the “hard costs” associated with a project were
incurred, with an estimate of installation and commissioning costs of less than 10% of the total
contract costs. These “hard costs” include direct materials, direct labor, and estimates of
overhead applied to the direct costs. These costs were generally straight forward from an
estimation standpoint once production for a particular contract commenced because the latest design
was known and costs of the power plant could be reasonably estimated. The estimate of installation
costs, herein referred to as “normal” installation costs, were based on the Company’s estimate of
costs that would be incurred to install and commission the fuel cell units absent the
identification of any problems during installation.

Revenue associated with installation and commissioning was recognized when the installation and
commissioning costs were incurred. As installation and commissioning costs had historically
exceeded the expected “normal” installation costs to perform these procedures and were
characterized more comparable to development costs under ASC 730-10-15-3, these costs were expensed
when incurred, at most times near the end of completion of the contract. The majority of the
installation/commissioning costs were resolved within the quarter they were identified, and to the
extent they were not, management estimated and accrued a loss for these additional costs in the
quarter identified, using the actual experience gained subsequent to the quarter, prior to issuance
of its financial statements.

Given the developmental stages associated with the Company’s products, significant effort had been
undertaken by the Company to refine its understanding of the tec

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CORRESP

October 12, 2011

Mr. Brian Cascio

Accounting Branch Chief

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:

    FuelCell Energy, Inc. File No. 001-14204

     Form 10-K for the Fiscal Year Ended October 31, 2010

          Filed January 14, 2011

     Form 10-Q for the Fiscal Quarter Ended July 31, 2011

          Filed September 9, 2011

     Form 8-K Dated September 6, 2011

          Filed September 8, 2011

Dear Mr. Cascio:

We have been working diligently in preparing our response to your letter dated September 29, 2011.
In that letter, you requested a response within ten business days. Our process includes reviews
with our external auditors and legal counsel. I am respectfully requesting an extension to October
31, 2011 for our response letter submittal to ensure we have adequate time for thorough preparation
and review of our submittal.

Sincerely,

/s/ Michael S. Bishop

Michael S. Bishop

Sr. Vice President & CFO

    cc:

    Arthur A. Bottone, President & CEO, FuelCell Energy, Inc.

Richard Krantz, Partner, Robinson & Cole

September 29, 2011
Via E-mail

Mr. Michael Bishop Senior Vice President, Chief Financial Officer,
  Treasurer and Corporate Secretary   FuelCell Energy, Inc.  3 Great Pasture Road Danbury, CT  06813
Re: FuelCell Energy, Inc.
 Form 10-K for the Fiscal Year Ended October 31, 2010
Filed January 14, 2011 Form 10-Q for the Fiscal Quarter Ended July 31, 2011
Filed September 9, 2011 Form 8-K Dated September 6, 2011 Filed September 8, 2011 File No. 001-14204

Dear Mr. Bishop:
 We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and re lated 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 te n 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 circum stances please tell us w hy 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 ended October 31, 2010

 Product Sales and Revenues, pages 56 and 59

1. Please revise future filings to discuss and quantify each of the underlying reasons for the
significant decrease in revenues each period. Pl ease also discuss whether this trend is
expected to continue.

Mr. Michael Bishop
FuelCell Energy, Inc. September 29, 2011 Page 2

Liquidity and Capital Resources, page 61

2. We reference the disclosure that you plan to  increase capacity from 70 MW to 90 MW of
annual production by investing $5 million to $7  million.  In addition, you estimate that
the further expansion to 150 MW of annua l production will requi re additional capital
investments of $35 million to $45 million.  Gi ven your limited cash flows, please revise
future filings to disclose how you plan to ra ise the capital required to increase production.
Please also include a discussion of the timefra me for when you expect the investments to
occur.
3. We see that revenue has decreased 20% from fiscal year 2009 to fiscal year 2010. During
that same period, inventories have increased 30 %.  Please revise future filings to discuss
the reasons for the investment in inventor y in light of declin ing revenues.

Consolidated Financial Statements

4. We see that you recognized revenue of $6.9 m illion related to service agreements during
fiscal year 2010.  Please revise future filings  to separately present revenue and related
cost of service revenues, as require d by Rule 5-03 of Regulation S-X.

Note 1.  Nature of Business a nd Significant Accounting Policies
 Nature of Business, page 80

5. In future filings please clarif y if the subsidiaries included in the first sentence of the
second paragraph on page 80 are 100% owne d or otherwise disclose the ownership
percentages.
 Inventories and Advanced Payments to Vendors, page 80

6. We reference the disclosure that prior to  November 1, 2009, you provided for a lower of
cost or market reserve to the cost basis of inventory, including advance payments to
vendors, at the time of purchase. Please clar ify your basis in the accounting literature for
this treatment and tell us how you consider ed the guidance in FA SB ASC 330-10-35-7 in
determining your accounting policy for invent ory prior to November 1, 2009.  Your
response should also discuss the timing of the purchase of your inventory in relation to
entering into a customer contract and whether there is a contract in  place at the time you
record the lower of cost or market reserve.
 Revenue Recognition, pages 68 and 81

7. We see that you recognize revenue from the sale  and installation of fuel cell power plants
under the percentage of completion method.  We also note the disclosure that prior to

Mr. Michael Bishop
FuelCell Energy, Inc. September 29, 2011 Page 3
 fiscal 2010, you did not pr ovide for a contract loss reserv e on product sales contracts as
products were in their early st ages of development and mark et acceptance, and the total
costs and timing of production for product sale s contracts as well as installation and
commissioning of these units could not be reas onably estimated.  Please tell us how you
applied the percentage of completion method of  revenue recognition prior to fiscal year
2010.  We reference FASB ASC 60 5-35-25-56 which states that the use of the percentage
of completion method depends on the ability to make reasonably dependable estimates
such as the extent of progress toward comple tion, contract revenues and contract costs.
In addition, FASB ASC 605-35-25- 90 states that when lack of dependable estimates
cause forecasts to be doubtful, the comple ted contract method is preferable.  Please
provide us your analysis of how you consid ered the accounting literature and explain to
us the why you believe the percentage of co mpletion method was appropriate for revenue
recognition prior to fiscal 2010.
8. Please also tell us whether prior to fiscal  2010 you were unable to estimate all costs
related to the fuel cell power plant projects or just costs related to the installation and
commissioning phases.  Please tell  us your estimate of the percentage of the total costs
that relate to the installati on and commissioning phases.

9. We reference the disclosure on pages 68 and 81 that revenue is recognized from sales of
your DFC power plants and modules proportionate ly as costs are incu rred and assigned to
a customer contract by comparing total expect ed costs for each contract to the total
contract value.  Please tell us how this practice is consistent  with the guidance in FASB
ASC 605-35-25-52.
10. Please tell us the average length of time for each phase of your contracts for each of your
DFC products.  Please also tell us how the base products are modified to accommodate
the end user.  Under FASB ASC 605-35-05 and 35-15, the revenue recognition models for Construction-Type and Production-Type Cont racts are appropriate for performance of
contracts for which specificati ons are provided by the customer for the construction of
facilities or the production of goods or the prov ision of related services.  In this regard,
please demonstrate that FASB  ASC 605-35 is the appropriate  revenue recognition model
for your DFC products.
11. Please tell us how your inability to provide for a contract loss reserv e is consistent with
the guidance in FASB ASC 605-35-25-45 through 50 which states that for a contract on which a loss is anticipated, GAAP requires r ecognition of the entire anticipated loss as
soon as the loss becomes evident.
 Warranty and Service Expense Recognition, pages 69 and 82

12. We see that you provide a sta ndard warranty on your products  for a term of 15 months
after shipment or 12 months after instal lation and that you estimate the accrual for
warranty obligations based on hi storical experience.  We also note disclosure in your

Mr. Michael Bishop
FuelCell Energy, Inc. September 29, 2011 Page 4
 Form 10-K for December 31, 2009 that you accrue for warranty costs on products that
have sufficient operating experience to allo w for management to reasonably estimate
warranty obligations and that for newe r products where you have limited operating
experience, warranty costs are currently expe nsed as incurred.  Please tell us what
changed from 2009 such that you are now able  to estimate the warranty reserve based on
historical experience.  If you are unable to estimate warranty  obligations, please tell us
why it is appropriate to record a sale prior to the expiration of the warranty period or until
a reasonable estimate of the obligation can be made.

13. We see that you issue LTSA contracts with certain customers ranging up to 20 years and
that you provide a reserve for the guarantees based upon historical fleet performance.
Please revise future filings to clarify how you use historical fleet performance to estimate
long-term warranty liabilities, considering your limited history of  claims with these
contracts.  Please tell us if you have sufficient historical data  to estimate the liability for
20 years into the future.
 Deferred Revenue, Royalty Income and Customer Deposits, page 83

14. With regard to the 2009 License Agreement, in  future filings please disclose the amount
of royalty revenue recognized during fiscal ye ar 2010. In addition, tell us the terms of the
upfront license fee, including whether the f ee is refundable.  Discuss your basis for
recognizing the revenue ratably over the term of  the License Agreement.  Refer to FASB
ASC 605-10-25 and SAB Topic 13A3.
 Note 12.  Segment Information, page 98

15. Please tell us how you concluded that res earch and development activities and the
production and sale of fuel cell products are one “activity” such th at you operate in one
business segment.  Please refer to the provi sions of FASB ASC 280- 10-50 and explain to
us how you determined your reportable segments.
 Form 10-Q for the fiscal quarter ended July 31, 2011

 Note 11. Registered Direct Offering, page 14

16. We note that you entered into an agreement to sell units consisting of shares of common
stock and warrants in January 2011 pursuant to  a registered direct  offering.  Please
provide us with a summary of the terms of th e warrants and tell us your consideration of
the accounting for the warrants under ASC 815- 40-25 (formerly paragraphs 14 – 18 of
EITF 00-19). Your analysis should also address how you considered any further
registration and prospectus de livery requirements that are outside of the control of the
company.

Mr. Michael Bishop
FuelCell Energy, Inc. September 29, 2011 Page 5
 Form 8-K Dated September 6, 2011

 Exhibit 99.1

17. We reference your disclosure of the non-GAAP product sales cost ratio before repair and
upgrade charges. In future filings, provide all disclosures required by Item 10(e)(1)(i) of
Regulation S-K, including  an explanati on why you believe this non-GAAP measure
provides useful information to investors.
18. Please tell us how your presentation tit led “Reconciliation of GAAP to Non-GAAP
Consolidated Statements of Operations” considers the guidance from Compliance &
Disclosure Interpretation 102.10.  Under the ci ted guidance, presen tation of a non-GAAP
statement of operations is not generally appropriate.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de 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 securities laws of the United
States.
You may contact Gary Todd at (202) 551- 3605 or me at (202) 551-3676 if you have
questions regarding these comments .  In this regard, do not hesita te to contact Martin James,
Senior Assistant Chief Accountant at ( 202) 551-3671 with any other questions.

Sincerely,
   /s/ Gary Todd  for
Brian Cascio
 cc: Richard Krantz

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FUELCELL ENERGY, INC.

3 Great Pasture Road

Danbury, Connecticut 06813

(203) 825-6000

September 17, 2010

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

         RE:

    FuelCell Energy, Inc.

Registration Statement on Form S-3

Commission File No. 333-164412

Dear Sir or Madam:

     The registrant, FuelCell Energy, Inc. (“FuelCell”), hereby requests that the effective
date of the above-captioned “Registration Statement” be
accelerated to 10:00 a.m., Eastern Time, on
September 21, 2010, or as soon thereafter as is practicable.

     FuelCell hereby acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the
staff, acting pursuant to delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking any action with respect to
the Registration Statement;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the Registration Statement effective, does not relieve FuelCell from its full
responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

    •

    FuelCell may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

    FUELCELL ENERGY, INC.

    By:
    /s/ Joseph G. Mahler

    Joseph G. Mahler

    Sr. Vice President and CFO

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

       DIVISION OF
CORPORATION FINANCE

        September 2, 2010   R. Daniel Brdar President, Chief Executive Officer and Chairman of the Board FuelCell Energy, Inc. 3 Great Pasture Road Danbury, CT 06813
Re: FuelCell Energy, Inc.
Registration Statement on Form S-3 Amended September 2, 2010
  File No. 333-164412

Dear Mr. Brdar:

We have limited our review of your filing to  those issues we have addressed in our
comments.  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 by providing the requested information.  If you do not believe
our comments apply to your facts and circum stances or do not believe an amendment is
appropriate, please tell us  why in your response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

General

1. We note your press release, “FuelCell Energy Reports Third Quarter Results and Latest
Accomplishments,” dated September 1, 2010.  Pl ease provide us your analysis supporting
your conclusions regarding whether updated financial information and other developments must be included in your regist ration statement before it is effective.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require. Si nce 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.

R. Daniel Brdar
FuelCell Energy, Inc. September 2, 2010 Page 2
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  Please refer to Rules 460 and 461 regarding requests for accelerati on. We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement. Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
Please contact Joseph McCann at (202) 551- 6262 or me at (202) 551-3617 with any
questions.
     S i n c e r e l y ,          R u s s e l l  M a n c u s o       B r a n c h  C h i e f
  cc (via fax): Richard A. Krantz, Esq. – Robinson & Cole LLP

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Richard A. Krantz

1055 Washington Boulevard

Stamford, CT 06901-2249

Main (203) 462-7500

Fax (203) 462-7599

rkrantz@rc.com

Direct (203) 462-7505

Also admitted in New York

and Massachusetts

September 2, 2010

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 3030

Washington, DC 20549

    Re:

    FuelCell Energy, Inc.

Registration Statement S-3

File No. 333-164412

Ladies and Gentlemen:

This is in response to your letter of August 30, 2010, with respect to the above-captioned filing
(the “Registration Statement”) of FuelCell Energy, Inc. (“FuelCell”).

Let me respond to the issues you have raised in the order in which they were presented in your
letter.

    1.

    The incorrect reference on the signature page has been corrected.

    2.

    The opinion of Robinson & Cole LLP has been revised in accordance with your comments.

    3.

    The auditor consent has been included with the Amendment as Exhibit 23.1.

If you have any additional questions or concerns, please feel free to contact the undersigned.

Very truly yours,

/s/ Richard A. Krantz

Richard A. Krantz

RAK:caj

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

       DIVISION OF
CORPORATION FINANCE

        August 30, 2010  R. Daniel Brdar President, Chief Executive Officer and Chairman of the Board FuelCell Energy, Inc. 3 Great Pasture Road Danbury, CT 06813
Re: FuelCell Energy, Inc.
Registration Statement on Form S-3 Amended August 27, 2010
  File No. 333-164412

Dear Mr. Brdar:

We have limited our review of your filing to  those issues we have addressed in our
comments.  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 by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

Signatures

1. We note your reference to the incorrect am endment in the second paragraph.  Please
revise.
Exhibit 5.1

 2. We note your revisions in response to prior co mment 3; however, the exhibit continues to
include an assumption that apparently appli cable state laws are the same as laws of
another state.  Please te ll us which other states’ laws affect the matters required to be
addressed by Regulation S-K Item 601(b)(5) an d why you believe that you have satisfied
your obligations under that Item if your exhi bit does not include an opinion regarding
those states’ laws.

R. Daniel Brdar
FuelCell Energy, Inc. August 30, 2010 Page 2  Exhibit 23.1

 3. Please amend the registration statement to  include a consent from your auditors.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require. Si nce 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.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  Please refer to Rules 460 and 461 regarding requests for accelerati on. We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Joseph McCann at (202) 551- 6262 or me at (202) 551-3617 with any
questions.
     S i n c e r e l y ,          R u s s e l l  M a n c u s o       B r a n c h  C h i e f
 cc (via fax): Richard A. Krantz, Esq. – Robinson & Cole LLP

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Richard A. Krantz

1055 Washington Boulevard

Stamford, CT 06901-2249

Main (203) 462-7500

Fax (203) 462-7599

rkrantz@rc.com

Direct (203) 462-7505

Also admitted in New York

and Massachusetts

August 27, 2010

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 3030

Washington, DC 20549

    Re:

    FuelCell Energy, Inc.

Registration Statement S-3

File No. 333-164412

Ladies and Gentlemen:

Please be advised that the acceleration request filed by FuelCell Energy, Inc. requesting that the
above-captioned Registration Statement be declared effective on August 30 is hereby withdrawn.

If you have any additional questions or concerns, please feel free to contact the undersigned.

Very truly yours,

/s/ Richard A. Krantz

Richard A. Krantz

RAK:caj

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Richard A. Krantz

1055 Washington Boulevard

Stamford, CT 06901-2249

Main (203) 462-7500

Fax (203) 462-7599

rkrantz@rc.com

Direct (203) 462-7505

Also admitted in New York

and Massachusetts

August 27, 2010

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 3030

Washington, DC 20549

    Re:

    FuelCell Energy, Inc.

Registration Statement S-3

File No. 333-164412

Ladies and Gentlemen:

This is in response to your letter of August 25, 2010, with respect to the above-captioned filing
(the “Registration Statement”) of FuelCell Energy, Inc. (“FuelCell”).

Let me respond to the issues you have raised in the order in which they were presented in your
letter.

    1.

    The Form 10-Q for the quarter ended January 31, 2010, has been incorporated by reference.

    2.

    The undertaking in Regulation S-K Item 512(j) has been added.

    3.

    The opinion of Robinson & Cole LLP has been revised in accordance with your comments.

FuelCell has also filed an acceleration request, requesting the Registration Statement be declared
effective on August 30, 2010, or as soon thereafter as practicable.

If you have any additional questions or concerns, please feel free to contact the undersigned.

    Very truly yours,

    /s/ Richard A. Krantz

Richard A. Krantz

    RAK:caj

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FUELCELL ENERGY, INC.

3 Great Pasture Road

Danbury, Connecticut 06813

(203) 825-6000

August 27, 2010

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

          RE:

    FuelCell Energy, Inc.

Registration Statement on Form S-3

Commission File No. 333-164412

Dear Sir or Madam:

     The registrant, FuelCell Energy, Inc. (“FuelCell”), hereby requests that the effective
date of the above-captioned “Registration Statement” be accelerated to 10:00 a.m., Eastern Time, on
August 30, 2010, or as soon thereafter as is practicable.

     FuelCell hereby acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the
staff, acting pursuant to delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking any action with respect to
the Registration Statement;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the Registration Statement effective, does not relieve FuelCell from its full
responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

    •

    FuelCell may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

    FUELCELL ENERGY, INC.

    By:
    /s/ Joseph G. Mahler

    Joseph G. Mahler

    Sr. Vice President and CFO

CORRESP
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corresp

Richard A. Krantz

1055 Washington Boulevard

Stamford, CT 06901-2249

Main (203) 462-7500

Fax (203) 462-7599

rkrantz@rc.com

Direct (203) 462-7505

Also admitted in New York

and Massachusetts

August 26, 2010

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 3030

Washington, DC 20549

    Re:

    FuelCell Energy, Inc.

Registration Statement S-3

File No. 333-164412

Ladies and Gentlemen:

Please be advised that the acceleration request filed by FuelCell Energy, Inc. requesting that the
above-captioned Registration Statement be declared effective today is hereby withdrawn. .

If you have any additional questions or concerns, please feel free to contact the undersigned.

Very truly yours,

/s/ Richard A. Krantz

Richard A. Krantz

RAK:caj

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

       DIVISION OF
CORPORATION FINANCE

        August 25, 2010  R. Daniel Brdar President, Chief Executive Officer and Chairman of the Board FuelCell Energy, Inc. 3 Great Pasture Road Danbury, CT 06813
Re: FuelCell Energy, Inc.
Registration Statement on Form S-3 Amended August 20, 2010
  File No. 333-164412

Dear Mr. Brdar:

We have limited our review of your filing to  those issues we have addressed in our
comments.  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 by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

Incorporation by Reference, page 39

1. Please incorporate by reference your Form 10-Q for the quarter ended January 31, 2010.
 Undertakings, page II-3

 2. Please tell us why you have not included the undertaking in Regula tion S-K Item 512(j).

Exhibit 5.1

3. We note that the exhibits that you filed in response to prior comment 3 indicate that the debt securities are governed by the laws of the State of New York.  Please file an opinion that addresses whether the debt securities will be when sold binding obligations of the
registrant under applicable la w, without assuming that the laws are identical to the laws
of Connecticut as your current exhibit does.  In this regar d, please note that the opinion

R. Daniel Brdar
FuelCell Energy, Inc. August 25, 2010 Page 2
also must indicate whether the warrants will be when sold binding obligations of the
registrant under applicable law.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require. Si nce 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.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  Please refer to Rules 460 and 461 regarding requests for accelerati on. We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Joseph McCann at (202) 551- 6262 or me at (202) 551-3617 with any
questions.
     S i n c e r e l y ,          R u s s e l l  M a n c u s o       B r a n c h  C h i e f
 cc (via fax): Richard A. Krantz, Esq. – Robinson & Cole LLP

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Correspondence

    Richard A. Krantz

1055 Washington Boulevard

Stamford, CT 06901-2249

Main (203) 462-7500

Fax (203) 462-7599

rkrantz@rc.com

Direct (203) 462-7505

Also admitted in New York

and Massachusetts

August 24, 2010

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 3030

Washington, DC 20549

    Re:

    FuelCell Energy, Inc.

    Registration Statement S-3

    File No. 333-164412

Ladies and Gentlemen:

This is in response to your letter of January 29, 2010, with respect to the above-captioned filing (the “Registration
Statement”) of FuelCell Energy, Inc. (“FuelCell”). This letter is also intended to replace my letter of August 20,
2010.

Let me respond to the issues you have raised in the order in which they were presented in your letter.

    1.

    The definitive proxy statement that you reference, including the information required by Part III of the FuelCell
Form 10-K for the year ended October 31, 2009, has been timely filed.

    2.

    All pending confidential treatment requests have been resolved.

    3.

    Forms of both the Subordinated Indenture and the Senior Indenture have been filed.

FuelCell has also filed an acceleration request, requesting the Registration Statement be declared effective on
August 26, 2010, or as soon thereafter as practicable.

1

United States Securities and Exchange Commission

Division of Corporation Finance

August 24, 2010

Page 2

If you have any additional questions or concerns, please feel free to contact the undersigned.

Very truly yours,

/s/ Richard A. Krantz

Richard A. Krantz

RAK:caj

2

CORRESP
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corresp

Richard A. Krantz

1055 Washington Boulevard

Stamford, CT 06901-2249

Main (203) 462-7500

Fax (203) 462-7599

rkrantz@rc.com

Direct (203) 462-7505

Also admitted in New York

and Massachusetts

August 20, 2010

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 3030

Washington, DC 20549

    Re:

    FuelCell Energy, Inc.

    Registration Statement S-3

    File No. 333-164412

Ladies and Gentlemen:

This is in response to your letter of January 29, 2010, with respect to the above-captioned filing
(the “Registration Statement”) of FuelCell Energy, Inc. (“FuelCell”). On August 20, 2010, FuelCell
filed Amendment No. 2 to the Registration Statement.

Let me respond to the issues you have raised in the order in which they were presented in your
letter.

    1.

    The definitive proxy statement that you reference, including the information required by Part
III of the FuelCell Form 10-K for the year ended October 31, 2009, has been timely filed.

    2.

    All pending confidential treatment requests have been resolved.

    3.

    You have informed us that you have waived the necessity of FuelCell filing the indenture.
Because this is a shelf offering, it is impossible to know the terms and conditions of any
security offered in the future. The indenture for any debt offering would be determined at
the time of the offering, and would be filed as an exhibit to a post-effective amendment to
the Registration Statement.

United States Securities and Exchange Commission

Division of Corporation Finance

August 20, 2010

Page 2

FuelCell has also filed an acceleration request, requesting the Registration Statement be declared
effective on August 26, 2010, or as soon thereafter as practicable.

If you have any additional questions or concerns, please feel free to contact the undersigned.

    Very truly yours,

    /s/ Richard A. Krantz

    Richard A. Krantz

RAK:caj

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FUELCELL ENERGY, INC.

3 Great Pasture Road

Danbury, Connecticut 06813

(203) 825-6000

August 20, 2010

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:

    FuelCell Energy, Inc.

Registration Statement on Form S-3

Commission File No. 333-164412

Dear Sir or Madam:

     The registrant, FuelCell Energy, Inc. (“FuelCell”), hereby requests that the effective
date of the above-captioned “Registration Statement” be accelerated to 10:00 a.m., Eastern Time, on
August 26, 2010, or as soon thereafter as is practicable.

     FuelCell hereby acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the
staff, acting pursuant to delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking any action with respect to
the Registration Statement;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the Registration Statement effective, does not relieve FuelCell from its full
responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

    •

    FuelCell may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

    FUELCELL ENERGY, INC.

    By:
    /s/ Joseph G. Mahler

    Joseph G. Mahler

    Sr. Vice President and CFO

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Correspondence

FUELCELL ENERGY, INC.

3 Great Pasture Road

Danbury, Connecticut 06813

(203) 825-6000

June 3, 2010

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

         RE:

    FuelCell Energy, Inc.

Registration Statement on Form S-3

Commission File No. 333-166565

Dear Sir or Madam:

The registrant, FuelCell Energy, Inc. (“FuelCell”), hereby requests that the effective
date of the above-captioned “Registration Statement” be accelerated to 10:00 a.m., Eastern Time, on
June 4, 2010, or as soon thereafter as is practicable.

FuelCell hereby acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the
staff, acting pursuant to delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking any action with respect to
the Registration Statement;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the Registration Statement effective, does not relieve FuelCell from its full
responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

    •

    FuelCell may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

    FUELCELL ENERGY, INC.

    By:
    /s/ Joseph G. Mahler

    Joseph G. Mahler

    Sr. Vice President and CFO

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 3030
          May 21, 2010

R. Daniel Brdar President, Chief Executive Officer and Chairman of the Board FuelCell Energy, Inc. 3 Great Pasture Road Danbury, CT 06813
Re: FuelCell Energy, Inc.
Registration Statement on Form S-3 Filed May 6, 2010
  File No. 333-166565

Dear Mr. Brdar:

 We have limited our review of your filing to those issues we have addressed in
our comment.  Please understand th at the purpose of our review process is to assist you in
your compliance with the applicable disclosu re 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 any as pect of our review.  Feel free to call us
at the telephone numbers listed at the end of this letter.

1. We reference your disclosure on page 21 under the heading “Incorporation by Reference.”  We note that you incorpor ate by reference you r annual report on
Form 10-K for the fiscal year ended Oc tober 31, 2009 as well as several current
reports on Form 8-K which you filed s ubsequent to October 31, 2009.  Please
revise your disclosure to also incorporate by refere nce your Form 8-K filed on
November 2, 2009.  Please refer to  Item 12(a)(2) of Form S-3.

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 in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment 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.

R. Daniel Brdar
FuelCell Energy, Inc. May 21, 2010 Page 2      Notwithstanding our comment, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
  Please contact Joseph McCann at (202) 551-6262 or me at (202) 551-3805 with
any questions.          S i n c e r e l y ,            Peggy Fisher
Assistant Director

cc (via fax): Richard A. Krantz, Esq. – Robinson & Cole LLP

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FUELCELL ENERGY, INC.

3 Great Pasture Road

Danbury, Connecticut 06813

(203) 825-6000

April 14, 2010

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:

    FuelCell Energy, Inc.

Registration Statement on Form S-3

Commission File No. 333-164411

Dear Sir or Madam:

The registrant, FuelCell Energy, Inc. (“FuelCell”), hereby requests that the effective
date of the above-captioned “Registration Statement” be accelerated to 10:00 a.m., Eastern Time, on
April 19, 2010, or as soon thereafter as is practicable.

FuelCell hereby acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the
staff, acting pursuant to delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking any action with respect to
the Registration Statement;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the Registration Statement effective, does not relieve FuelCell from its full
responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

    •

    FuelCell may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

    FUELCELL ENERGY, INC.

    By:
    /s/ Joseph G. Mahler

    Joseph G. Mahler

    Sr. Vice President and CFO

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Correspondence

FUELCELL ENERGY, INC.

3 Great Pasture Road

Danbury, Connecticut 06813

(203) 825-6000

April 14, 2010

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:

    FuelCell Energy, Inc.

Registration Statement on Form S-3

Commission File No. 333-164410

Dear Sir or Madam:

The registrant, FuelCell Energy, Inc. (“FuelCell”), hereby requests that the effective
date of the above-captioned “Registration Statement” be accelerated to 10:00 a.m., Eastern Time, on
April 19, 2010, or as soon thereafter as is practicable.

FuelCell hereby acknowledges that:

    •

    should the Securities and Exchange Commission (the “Commission”) or the
staff, acting pursuant to delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking any action with respect to
the Registration Statement;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the Registration Statement effective, does not relieve FuelCell from its full
responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

    •

    FuelCell may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

    FUELCELL ENERGY, INC.

    By:
    /s/ Joseph G. Mahler

    Joseph G. Mahler

    Sr. Vice President and CFO

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 3030

          January 29, 2010

R. Daniel Brdar President, Chief Executive Officer and Chairman of the Board FuelCell Energy, Inc. 3 Great Pasture Road Danbury, CT 06813
Re: FuelCell Energy, Inc.
Registration Statement on Form S-3 Filed January 20, 2010
  File No. 333-164412

Dear Mr. Brdar:

 We have limited our review of your filing to those issues we have addressed in
our 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 forw ard to working with you in these respects.
We welcome any questions you may have about any aspect of our review.  Feel free to call us at the telephone numbers lis ted at the end of  this letter.
 1. We note that you have incorporated by  reference your annual report on Form 10-
K into this Form S-3.  We also note that  the information required by Part III of
Form 10-K was not provided in that fili ng, but will be incorporated by reference
from your proxy statement.  Please note th at before you request that the effective
date of this registration statement be accelerated, you should either (1) file your
definitive proxy statement with all required information; or (2) file an amendment
to your Form 10-K to include the information required by Part III.  Refer to Question 123.01 of the Division of Co rporation Finance’s Compliance and
Disclosure Interpretations, Securities Ac t Forms, available on our website at
http://sec.gov/divisions/cor pfin/guidance/safinterp.htm
.

R. Daniel Brdar
FuelCell Energy, Inc. January 29, 2010
Page 2  2. Please resolve both pending confidential treatment requests before requesting
acceleration of the effective date of  this registration statement.
 3. Please file your indenture before reques ting acceleration of the effective date of
this registration statement.  Refer to  Questions 202.02 and 202.04 of the Division
of Corporation Finance’s Compliance a nd Disclosure Inte rpretations, Trust
Indenture Act of 1939, ava ilable on our website at
http://www.sec.gov/divisions/cor pfin/guidance/tiainterp.htm

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 in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment 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.     Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
After your pending confidential treatment request is resolved, you may request
acceleration of this registration statement.  We direct your attention to Rules 460 and 461
regarding requesting acceleration of a registration statement.  Please allow adequate time
after the filing of any amendment for furt her review before submitting a request for
acceleration.  Please provide this request at least two business days in advance of the
requested effective date.

R. Daniel Brdar
FuelCell Energy, Inc. January 29, 2010 Page 3   Please contact Joseph McCann at (202) 551-6262 or me at (202) 551-3314 with
any questions.          S i n c e r e l y ,            D a n i e l  M o r r i s
Special Counsel

  cc (via fax): Richard A. Krantz, Esq. – Robinson & Cole LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE
July 22, 2009

Via U.S. Mail and Facsimile (203-825-4999)

Daniel Brdar
Chairman, President and Chief Executive Officer Fuelcell Energy, Inc. 3 Great Pasture Road Danbury, CT 06813
 Re: Fuelcell Energy, Inc.
  Form 10-K for the Fiscal Year Ended October 31, 2008
  Filed January 14, 2009   File No. 1-14204
Dear Mr. Brdar:

We refer you to our comment letter dated June 26, 2009 regarding business
contacts with Iran and Syria.  We have completed our review of this subject matter and
have no further comments at this time.           S i n c e r e l y ,             C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk  cc:  Peggy Fisher   Assistant Director  Division of Corporation Finance

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July 8, 2009

Ms. Cecilia Blye

Office of Global Security Risk

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, 2008

    Filed January 14, 2009

    File No. 001-14204

Dear Ms. Blye:

This correspondence is in response to your letter dated June 26, 2009 to R. Daniel Brdar Chairman,
President and Chief Executive Officer of FuelCell Energy, Inc. (“FuelCell” or the “Company”). In
that letter, you requested that FuelCell respond to your review of our above referenced filing in
regards to contacts with countries that have been identified as a state sponsor of terrorism.

For the Staff’s reference, we have included and highlighted, in this response letter, the original
Staff comment which is followed by FuelCell’s response.

General

1. We note from disclosure on page 21 of your Form 10-K that under your agreements with MTU
Onsite Energy you license your DFC technology to MTU for use exclusively in the Middle East
and non-exclusively in Africa. We also note that MTU conducts operations in Iran and note
from the cell license agreement filed as Exhibit 10.27 to your Form 10-Q for the first
quarter of 2000 that the Middle Eastern territory of the license includes Iran and Syria.
It is not clear which African countries the license territories include. Iran and Syria,
located in the Middle East and Sudan, located in Africa, are identified by the State
Department as state sponsors of terrorism, and are subject to U.S. economic sanctions and
export controls. We note that your Form 10-K does not include disclosure regarding contacts
with, Iran, Syria or Sudan. Please tell us whether MTU sells, distributes or otherwise uses
your technology or products in Iran, Syria or Sudan.

FuelCell Response:

The Company acknowledges the Staff’s comment and advises the Staff that MTU has confirmed
that it does not sell, distribute or otherwise use the Company’s DFC technology or products
in Iran, Syria or Sudan. As further background, the Company advises the Staff that the terms of the license agreement with MTU provide that the license
is subject to all applicable export controls of the United States Government.

Ms. Blye

Securities and Exchange Commission

July 8, 2009

Page 2

The Company believes that it has addressed the Staff’s comments. FuelCell acknowledges the
following:

    •

    FuelCell is responsible for the adequacy and accuracy of the disclosure in its Form
10-K for the year ended October 31, 2008;

    •

    Staff comments or changes to disclosure in response to Staff comments do not foreclose
the Commission from taking any action with respect to FuelCell’s Form 10-K for the year
ended October 31, 2008; and

    •

    FuelCell 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.

Sincerely,

/s/ Joseph G. Mahler

Joseph G. Mahler

Sr. Vice President & CFO

    cc:

    R. Daniel Brdar, Chairman President & CEO, FuelCell Energy, Inc.

Richard Krantz, Partner, Robinson & Cole

Jennifer Hardy, Special Counsel, Securities and Exchange Commission

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

June 26, 2009

Via U.S. Mail and Facsimile (203-825-4999)

Daniel Brdar Chairman, President and Chief Executive Officer Fuelcell Energy, Inc. 3 Great Pasture Road Danbury, CT 06813
 Re: Fuelcell Energy, Inc.
  Form 10-K for the Fiscal Year Ended October 31, 2008
  Filed January 14, 2009   File No. 1-14204
Dear Mr. Brdar:

We have limited our review of your filing to disclosure relating to your contacts
with countries that have been  identified as a state sponsor of terrorism, and we have the
following comments.  Our review with respect to this issue does not preclude further review by the Assistant Director group with respect to other issues.   At this juncture,
we are asking you to provide us with supplemental information, so that we may better understand your disclosure.  Please be as deta iled as necessary in your response. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note from disclosure on page 21 of your Form 10-K that under your
agreements with MTU Onsite Energy you license your DFC technology to MTU
for use exclusively in the Middle East and non-exclusively in Africa.  We also
note that MTU conducts operations in Iran and note from the cell license
agreement filed as Exhibit 10.27 to your Form 10-Q for the first quarter of 2000

Daniel Brdar
Fuelcell Energy, Inc.
June 26, 2009 Page 2
that the Middle Eastern territory of the lic ense includes Iran and Syria.  It is not
clear which African countries the license territories in clude.  Iran and Syria,
located in the Middle East and Sudan, locat ed in Africa, are identified by the State
Department as state sponsors of terror ism, and are subject to U.S. economic
sanctions and export controls.  We not e that your Form 10-K does not include
disclosure regarding contacts with, Iran, Syria or Sudan.  Please tell us whether
MTU sells, distributes or otherwise us es your technology or products in Iran,
Syria or Sudan.

* * * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a re sponse.  Please submit your response letter on EDGAR.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filings include all in formation required under
the Exchange Act of 1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to the 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
filings;
 • staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Daniel Brdar
Fuelcell Energy, Inc. June 26, 2009 Page 3
Please understand that we may have addi tional comments after we review your
response to our comment.  Pl ease contact Jennifer Hardy, Special Counsel, at (202) 551-
3767 if you have any questions about the commen t or our review.  You may also contact
me at (202) 551-3470.          S i n c e r e l y ,

          C e c i l i a  B l y e ,  C h i e f          Office of Global Security Risk   cc:  Peggy Fisher   Assistant Director  Division of Corporation Finance

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
        March 24, 2009   Joseph G. Mahler Chief Financial Officer Fuel Cell Energy, Inc.  3 Great Pasture Road Danbury, Connecticut  06813

Re: Fuel Cell Energy, Inc.
 Form 10-K for the fiscal year ended October 31, 2008
Filed January 14, 2009
 File No. 001-14204

Dear Mr. Mahler:

 We have completed our review of your Form 10-K and related filings
and do not, at this time, have any further comments.
           S i n c e r e l y ,            B r i a n  C a s c i o         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

CORRESP

March 20, 2009

Mr. Brian Cascio

Accounting Branch Chief

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, 2008

Filed January 14, 2009

File No. 001-14204

Dear Mr. Cascio:

Reference is hereby made to your letter dated February 25, 2009 to Joseph G. Mahler, Senior
Vice-President and Chief Financial Officer of FuelCell Energy, Inc. (“FuelCell”). Reference is
hereby further made to a letter dated March 12, 2009 from Richard A. Krantz of the law firm of
Robinson & Cole LLP to you.

In connection with those letters, please be advised that FuelCell hereby acknowledges that:

    •

    FuelCell is responsible for the adequacy and accuracy of the disclosure in its Form
10-K for the year ended October 31, 2008;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to FuelCell’s Form 10-K for
the year ended October 31, 2008; and

    •

    FuelCell 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.

Sincerely,

/s/ Joseph G. Mahler

Joseph G. Mahler

Senior Vice President and Chief Financial Officer

CORRESP
1
filename1.htm

Correspondence

    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 12, 2009

Mr. Brian Cascio

Accounting Branch Chief

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, 2008

    Filed January 14, 2009

    File No. 001-14204

Dear Mr. Cascio:

This correspondence is in response to your letter dated February 25, 2009 to Joseph G. Mahler,
Senior Vice-President and Chief Financial Officer of FuelCell Energy, Inc. (“FuelCell” or the
“Company”). In that letter, you requested that FuelCell respond to your comments following a
review of its 2008 Annual Report on Form 10-K filed on January 14, 2009. We will respond to the
comments in the order presented.

For the Staff’s reference, we have included and highlighted, in this letter, the original Staff
comment which is followed by FuelCell’s response. Where applicable, the Company has incorporated
responses into its Form 10-Q filing for the quarter ended January 31, 2009.

Form 10-K for the year ended October 31, 2008

Item 1. Business, page 6

Strategic Alliances and Market Development Agreements, page 14

Mr. Brian Cascio

Securities and Exchange Commission

March 12, 2009

Page 2

1. Please provide us with your analysis as to why you do not need to file the manufacturing and
distribution agreement with POSCO and the market development agreement with Enbridge, referenced in
this section, as exhibits to your filing.

FuelCell Response:

The Company views its manufacturing and development agreement with POSCO Power and our
manufacturing and distribution agreement with Enbridge, Inc. as ordinary course of business
contracts. The Company has similar agreements with a number of our other distributors and
manufacturers and those contracts contain terms and provisions similar to those found in agreements
with POSCO Power and Enbridge.

Notwithstanding the above, the Company advises that since executing the manufacturing and
development agreement (titled the Alliance Agreement) with POSCO Power on February 7, 2007 the
Company has become substantially more dependent on POSCO Power as a significant customer, and
particularly during fiscal year 2008. Accordingly, the Company has filed the Alliance agreement,
and the associatd Technology Transfer, License and Distribution Agreement, as Exhibits to the 10-Q
for the period ended January 31, 2009.

The Company is not substantially dependent on Enbridge and has concluded that it did not need to
file this agreement.

2. We note the disclosure on page 29 of your risk factors relating to your top two customers. In
future descriptions of your business, please provide clear disclosure regarding your principal
customers, including the names of such customers, as required by Item 101(c)(vii) of Regulation
S-K.

FuelCell Response:

The Company acknowledges the Staff’s comment with regard to the following requirement of Item
101(c) (vii) of Regulation S-K “The name of any customer and its relationship, if any, with the
registrant or its subsidiaries shall be disclosed if sales to the customer by one or more segments
are made in an aggregate amount equal to 10 percent or more of the registrant’s consolidated
revenues and the loss of such
customer would have a material adverse effect on the registrant and its subsidiaries taken as a
whole.”

Mr. Brian Cascio

Securities and Exchange Commission

March 12, 2009

Page 3

In future filings where Item 101(c) (vii) is applicable, the Company will incorporate the names and
relationships of significant customers. In addition, the Company has included the following
disclosures under Product Sales and Revenues in Management, Discussion and Analysis in the 10-Q
filing for the period ended January 31, 2009:

POSCO Power, one of our strategic distribution partners, accounted for approximately 72
percent and 48 percent of total product sales and revenues for the periods ended January
31, 2009 and 2008, respectively.  In 2007, we entered into a 10-year manufacturing and
distribution agreement with POSCO Power at which time it invested in FuelCell Energy, Inc.
and is currently a 5.5 percent owner of the Company’s common stock.

Item 2. Properties, page 38

3. We note your disclosure of a lease relating to a 38,000 square foot property in Danbury. Please
provide us with your analysis as to why you do not need to file this lease as an exhibit to your
filing. Refer to Item 601(b)(l0)(ii)(D) of Regulation S-K.

FuelCell Response:

FuelCell advises the Staff that the 38,000 square foot property in Danbury is not considered a
material lease as a primary purpose for the lease is warehousing of inventory. The Company will
clarify the business use of said property in Item 2 of future 10-K filings. Annual rent expense is
approximately $0.2 million for this facility which is not material to the results of operations.

FuelCell has filed a lease agreement for its Torrington manufacturing facility (referenced as
Exhibit 10.55 in its 10-K filing for fiscal year 2008) which is considered material to the
Company’s operation.

Commitments and Significant Contractual Obligations, page 62

4. We see that you have a total liability for unrecognized tax benefits at October 31, 2008 of
$15.7 million. Please revise future filings to include the liability within
the contractual obligations table to the extent that you can make reasonably reliable estimates of
the amount and timing of cash settlements. Otherwise, these amounts should be included within a
footnote to the table or within an “other” category along with the bases for the exclusion. Refer
to Item 303(a)(5)of Regulation S-K.

Mr. Brian Cascio

Securities and Exchange Commission

March 12, 2009

Page 4

FuelCell Response:

FuelCell adopted FIN 48 as of November 1, 2007. In connection with the adoption of FIN 48, the
Company identified uncertain tax positions aggregating $15.7 million and reduced its net operating
loss carryforwards (NOL’s) by this amount. At October 31, 2008, the Company had available for
federal and state income tax purposes, NOL’s of approximately $448 million and $343 million,
respectively. Because of the level of NOL’s and valuation allowances, unrecognized tax benefits,
even if not resolved in the Company’s favor, would not result in any cash payment or obligation.
Accordingly, the Company did not identify this item in the Commitments and Significant Contractual
Obligation table or footnotes. Given the Company’s tax position, this balance is accordingly not
reflected on the Company’s consolidated balance sheet. The Company has included additional
disclosure under the Commitments and Significant Contractual Obligations table regarding the $15.7
million total liability for unrecognized tax benefits in its 10-Q filing for the quarter ended
January 31, 2009.

Management’s Discussion and Analysis – Revenues and Costs of revenues, page 54

5. We note that cost of product sales and revenues significantly exceeds revenues each period.
Please further discuss the reason that costs significantly exceed revenues each period, whether you
expect this trend to continue and your efforts to address this trend in future periods.

FuelCell Response:

The Company acknowledges the comment and advises that it will include additional disclosure under
the heading Product Sales and Revenues in future filings as to reasons why costs exceeded revenues
and expected trends. In the 10-Q filed for the period ended January 31, 2009, the Company has
included the following:

The Company has historically sold its fuel cell products below cost while the market
develops and product costs are reduced. We have been engaged in a formal
commercial cost-out program since 2003 to reduce the total life cycle costs of our power
plants.  We have made significant progress primarily through value engineering our
products, manufacturing process improvements and higher production levels, technology
improvements, and global sourcing.

Mr. Brian Cascio

Securities and Exchange Commission

March 12, 2009

Page 5

We currently estimate that product sales and revenues will be gross margin profitable when
the Company achieves production volumes in the 35 to 70 MW range depending on product mix.
Our current annualized production volume is approximately 30 MW. As a measure of cost
reduction progress prior to achieving positive margins, the Company calculates a
cost-to-revenue ratio which is cost divided by revenue. Refer also to the liquidity and
capital resources section of this document for discussion of the Company’s plans for
implementing our cost reduction efforts and increasing annual order volume.

FuelCell will add additional disclosure under “Results of Operations” in the Company’s 10-Q filing.
In this disclosure, the Company will also refer readers to the liquidity and capital resources
section of this document for future discussion of the Company’s plans for implementing our cost
reduction efforts and increasing annual order volume.

Consolidated Statements of Cash Flows, page 73

6. We see that you present ending cash, cash equivalents and investment in U.S. Treasuries. Please
tell us how this measure complies with paragraph 7 of SFAS 95 which states that the total amounts
of cash and cash equivalents at the beginning and end of the period shown in the statement of cash
flows shall be the same amounts as similarly titled line items or subtotals shown in the statements
of financial position as of those dates.

FuelCell Response:

The Company acknowledges the Staff’s comment. The Company’s statement of cash flows does present
the total amounts of cash and cash equivalents at the beginning and end of the period and such
amounts do agree to similarly titled line items on the consolidated balance sheets as of those
dates. As supplemental information, the Company also provided information on short-term and
long-term U.S. treasury securities below the ending cash and cash equivalents amount on the
statement of cash flows. FuelCell believes that this supplemental information is important
disclosure as the Company uses its investments in U.S. Treasuries to fund operations.

Mr. Brian Cascio

Securities and Exchange Commission

March 12, 2009

Page 6

In future filings, including the 10-Q filed for the quarter ended January 31, 2009, the Company
will remove the supplemental disclosure on U.S. treasury securities and only provide ending cash
and cash equivalents on the statement of cash flows.

7. We see from page 82 that you received $1.8 million in cash proceeds from the sale of a power
plant to the Sierra Nevada Brewing Co. during fiscal year 2007. Please tell us why the cash
proceeds are not presented as cash provided by an investing activity in the statement of cash
flows.

FuelCell Response:

FuelCell advises the Staff that the proceeds of the sale of the power plant were included as an
operating activity in the results of operations and the statement of cash flows as sales of power
plants are the Company’s primary business. The customer elected to exercise a contract option to
purchase the power plant from the Company rather than continuing with a power purchase agreement.
The Company noted this in Note 17. Supplemental Cash Flow Information. Had this sale been of an
asset not core to its product line offerings, the Company would have presented cash proceeds as an
investing activity.

Note 1. Summary of Significant Accounting Policies, page 74

Nature of Business, page 74

8. With a view toward disclosure, please revise future filings to clarify which of your
subsidiaries are wholly owned and which subsidiaries are majority owned.

FuelCell Response:

The Company acknowledges the Staff’s comment and, in future filings that include this disclosure,
will clearly identify those subsidiaries that are wholly owned and those that are majority owned.

Mr. Brian Cascio

Securities and Exchange Commission

March 12, 2009

Page 7

Warranty Costs, page 77

9. We reference the disclosure that due to limited operating experience, warranty costs are
currently expensed as incurred. Since costs can not be estimated, please tell us why you should not
defer revenue recognition until either a reliable estimate of the costs can be made or the
obligation period expires. We refer you to Question 3 of SAB Topic 13A(b).

FuelCell Response:

The Company advises the Staff that the power plant product warranty period is for a limited period
of time (typically 12 to 18 months). During the warranty period on product sale contracts, warranty
expense incurred by the Company has been and continues to be immaterial compared to total sales and
revenues as demonstrated in the table below.

    Fiscal 2008

    Fiscal 2007

    % of

    % of

    Product

    Product

    Warranty

    Sales and

    Warranty

    Sales and

$’s
in 000’s     Product Line

    Expense

    Revenues

    Expense

    Revenues

    DFC 300 Product Line

    $
    213

    0.3
    %

    $
    625

    1.9
    %

    DFC 1500 Product Line

    $
    12

    0.0
    %

    $
    4

    0.0
    %

    DFC 3000 Product Line

    $
    —

    0
    %

    $
    —

    0
    %

FuelCell will add disclosure in future filings as applicable that actual incurred warranty expenses
have historically been immaterial during the contractual warranty period. As the Company continues
to gain experience with its recently developed products, the Company will continue to evaluate its
warranty reserve estimates.

Note 5. Accounts Receivable, page 81

10. We see that the majority of your accounts receivable is due to unbilled recoverable costs from
long-term contracts. Please revise future filings to include the disclosures required by Rule 5-02
(3)(c) of Regulation S-X.

Mr. Brian Cascio

Securities and Exchange Commission

March 12, 2009

Page 8

FuelCell Response:

The Company acknowledges the Staff’s comments regarding the following requirements of Rule
5-02(3)(c):

“If receivables include amounts due under long-term contracts state separately in the balance sheet
or in a note to the financial statements the following amount:

    (1)

    Balances billed but not paid by customers under retainage provisions in
contracts.

    (2)

    Amounts representing the recognized sales value of performance and such amounts
that had not been billed and were not billable to customers at the date of the balance
sheet. Include a general description of the prerequisites for billing.

    (3)

    Billed or unbilled amounts representing claims or other similar items subject to
uncertainty concerning their determination or ultimate realization. Include a
description of the nature and status of the principal items comprising such amount.

    (4)

    With respect to (1) through (3) above, also state the amounts included in each
item which are expected to be collected after one year. Also state, by year, if
practicable, when the amounts of retainage are expected to be collected.”

Mr. Brian Cascio

Securities and Exchange Commission

March 12, 2009

Page 9

The
Company has complied with the requirements of the rule and has included the following disclosure in its 10-Q for the quarter ended January 31,
2009:

Note 4. Accounts Receivable

Accounts receivable at January 31, 2009 and October 31, 2008 consisted of the following:

    January 31,

    October 31,

    2009

    2008

    U.S. Government:

    Amount billed

    $
    260

    $
    199

    Unbilled recoverable costs

    825

    406

    1,085

    605

    Commercial Customers:

    Amount billed(1)

    22,414

    4,584

    Unbilled recoverable costs

    6,877

    10,907

    29,291

    15,491

    $
    30,376

    $
    16,096

    (

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030
        February 25, 2009  VIA U.S. Mail and Facsimile (206) 743-6204  Joseph G. Mahler Chief Financial Officer Fuel Cell Energy, Inc.  3 Great Pasture Road Danbury, Connecticut  06813

Re: Fuel Cell Energy, Inc.
 Form 10-K for the fiscal year ended October 31, 2008
Filed January 14, 2009
 File No. 001-14204

Dear Mr. Mahler:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view 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.

Joseph G. Mahler
Fuel Cell Energy, Inc.
February 25, 2009 Page 2  Form 10-K for the fiscal year ended October 31, 2008

 Item 1. Business, page 6

 Strategic Alliances and Market Development Agreements, page 14

 1. Please provide us with your analysis as to why you do not need to file the
manufacturing and distribution agre ement with POSCO and the market
development agreement with Enbridge, refere nced in this section, as exhibits to
your filing.
 2. We note the disclosure on page 29 of your risk factors rela ting to your top two
customers.  In future descriptions of your  business, please provide clear disclosure
regarding your principal customers, incl uding the names of such customers, as
required by Item 101(c)(vii)  of Regulation S-K.
 Item 2. Properties, page 38

 3. We note your disclosure of a lease rela ting to a 38,000 square foot property in
Danbury.  Please provide us with your analys is as to why you do not need to file
this lease as an exhibit to your fili ng.  Refer to Item 601(b)(10)(ii)(D) of
Regulation S-K.
 Commitments and Significant C ontractual Obligations, page 62

 4. We see that you have a total liability fo r unrecognized tax benefits at October 31,
2008 of $15.7 million.  Please revise future f ilings to include the liability within
the contractual obligations table to th e extent that you can make reasonably
reliable estimates of the amount and timing of cash settlements.  Otherwise, these
amounts should be included within a foot note to the table or within an “other”
category along with the bases for the ex clusion.  Refer to Item 303(a)(5) of
Regulation S-K.

Consolidated Financial Statements

Management’s Discussion and Analysis – Re venues and Costs of revenues, page 54
 5. We note that cost of product sales an d revenues significantly exceeds revenues
each period. Please further discuss the reason that costs significantly exceed
revenues each period, whether you expect th is trend to continue and your efforts
to address this trend in future periods.

Joseph G. Mahler
Fuel Cell Energy, Inc.
February 25, 2009 Page 3  Consolidated Statements of Cash Flows, page 73

 6. We see that you present ending cash, cash equivalents and investment in U.S.
Treasuries.  Please tell us how this m easure complies with paragraph 7 of SFAS
95 which states that the total amounts of cash and cash equivalents at the
beginning and end of the period shown in th e statement of cash flows shall be the
same amounts as similarly titled line items or subtotals shown in the statements of
financial position as of those dates.
 7. We see from page 82 that you received $1.8 million in cash proceeds from the
sale of a power plant to the Sierra Nevada Brewing Co. during fiscal year 2007.
Please tell us why the cash proceeds are not presented as cash provided by an investing activity in the st atement of cash flows.
 Note 1.  Summary of Significan t Accounting Policies, page 74

 Nature of Business, page 74

 8. With a view toward disclosure, please revise future filings to clarify which of
your subsidiaries are wholly owned and wh ich subsidiaries are majority owned.

Warranty Costs, page 77

 9. We reference the disclosure that due to  limited operating experience, warranty
costs are currently expensed as incurred.  Since costs can not be estimated, please tell us why you should not defer revenue  recognition until either a reliable
estimate of the costs can be made or the obligation period expires. We refer you to
Question 3 of SAB Topic 13A(b).

Note 5.  Accounts Receivable, page 81

10. We see that the majority of your acco unts receivable is due to unbilled
recoverable costs from long-term contracts.  Please revise future filings to include
the disclosures required by Rule 5-02 (3)(c) of Regulation S-X.

Note 7.  Other Assets, page 83

11. We reference the $2.9 million record ed at October 31, 2008 for insurance
receivable for power plant damaged duri ng shipping.  Please tell us and revise
future filings to discuss the nature of the receivable and why you believe that this
amount is recoverable.  In addition, to th e extent that the damage impacted your
results of operations, please clarify in th e Results of Operations section of MD&A
in future filings.

Joseph G. Mahler
Fuel Cell Energy, Inc.
February 25, 2009 Page 4  Note 11.  Preferred Stock, page 85

 12. We see that you have significant accrued dividends on your Series B and Series 1
preferred shares.  Please tell us and revi se future filings to disclose where the
accrued dividends payable are recorded on your balance sheet.
 Item 9A. Controls and Procedures, page 101

Management’s annual report on internal  control over financial reporting

13. In your future filings, please include the disclosure required by Item 308(a)(4) of Regulation S-K.
 Item 11. Executive Compensation, page 103

 14. We refer to the disclosure under the caption "Annual Bonus" beginning on
page 12 of the proxy statement that you have  incorporated by reference into your
Form 10-K.  It appears that the amounts paid to your named executive officers as
bonuses should have been disclosed under the caption “Non-Equity Incentive Plan Compensation” in your Summary Compensation Table pursuant to
Item 402(e)(2)(vii) of Regulation S-K, and that the threshold, target and
maximum amounts related to those awards should have been disclosed in your “Grants of Plan Based Awards” tabl e pursuant to Item 402(d)(2)(iii) of
Regulation S-K.  Please provi de such disclosure in your future filings, to the
extent then applicable, or provide us  with your analysis as to why such
information should not have been included in  the referenced tables in accordance
with the referenced Item requirements.
 15. We refer to your disclosure unde r the caption “Long-Term Incentive
Compensation” on page 13 of the proxy st atement that you have incorporated by
reference into your Form 10-K.  We note minimal if any discussion and analysis
of the significant differences in th e amounts of awards among your named
executive officers or how the awards re flect the factors which your Compensation
Committee considers such as tenure, reten tion goals and individual performance.
In your future filings, as applicable, please include substantive analysis and
insight into how your Compensation Co mmittee made its stock option grant
determinations with respect to each named executive officer.  Refer to subparagraphs (b)(1)(iii) and (v) of Item 402 of Regulat ion S-K.  For example,
please discuss and analyze how the Compensation Committee determined the actual number of shares underlying the stoc k options that were awarded to your
named executive officers and how and why those awards varied among the named executive officers.
  16. We further note from your disclosure under “Long-Term Incentive

Joseph G. Mahler
Fuel Cell Energy, Inc.
February 25, 2009 Page 5
Compensation” on page 13 of the proxy st atement, that you award options based
upon targets between the 50
th  and 75th percentile of Russell 2000 companies.
Given that you target this element of the compensation packages for your named
executive officers, please briefly discuss in  your applicable future filings how the
option grants to the named executive officer s relate to the data you analyzed from
this group of companies and include an analysis of where actual grants fell within
the targeted range.  If any named executive officer is compensated at a level that
is materially different from the target ed levels of compensation, please also
provide discussion and analysis as to why.
 Item 15. Exhibits and Financia l Statement Schedules, page 104

 17. We refer to the certificate of designation for your Series B Preferred Stock and the
instrument governing the Series 1 Pref erred Stock issued by FuelCell Energy, Ltd.
for which you have provided related guarant ees.  It appears th at you have neither
filed these instruments as exhibits to  this filing nor incorporated them by
reference.  Please explain your reasoning for not doing so. Refer to Item 601(b)(4)
of Regulation S-K.
 18. Given your sales in Europe in the pa st two years and given the licensing
arrangements with MTU Onsite Energy, as  described on page 25 of your recent
proxy statement, please tell us why you ha ve not filed the agreements with MTU
Onsite Energy as exhibits to your filing. Re fer to Item 601(b)(10)(i) and (ii)(B) of
Regulation S-K.
 19. It appears that you entered into a lo an agreement with the Connecticut
Development Authority in 2008.  We note th at exhibit 10.57 references an earlier
loan agreement in 2000.  Please provide us  with your analysis for not filing the
2008 loan agreement as an exhibit.
 20. We note your reference to the code of et hics incorporated by reference to your
10-K for the fiscal year ended October 31, 2004.  Please note there does not appear to be such an exhib it.  Please advise or revise.
 Exhibits

21. We note that you excluded the statement “(the registrant's fourth fiscal quarter in
the case of an annual report)” after “reg istrant’s most recent fiscal quarter” in
paragraph 4(d) of the certifications fi led as Exhibits 31.1 and 31.2. In future
filings please include a certif ication with wording that is exactly as specified in
Item 601(b)(31)(i) of Regulation S-K.

22. We note that the company’s name is spelled differently in your Exhibit 31 and 32
certifications as compared to the name on the cover of your annual report on

Joseph G. Mahler
Fuel Cell Energy, Inc.
February 25, 2009 Page 6
Form 10-K and the name set forth in your certificate of inco rporation.  Please
revise the certifications in your future  filings to provide the correct name.

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that keys your responses to our  comments and provides any requested
information.  Detailed cover le tters greatly facilitate our re view.  Please understand that
we may have additional comments after re viewing 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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Joseph G. Mahler
Fuel Cell Energy, Inc.
February 25, 2009 Page 7
You may contact Kristin Lochhead at ( 202) 551-3664 or me at  (202) 551-3676 if
you have questions regarding comments on the financial statements and related matters.
In this regard, please do not hesitate to c ontact Martin James at (202) 551-33671 with any
other questions.  Please contact Ruairi Rega n (202) 551-3255 or Tim Buchmiller at (202)
551-3635 if you have any other questions.
Sincerely,

Brian Cascio Accounting Branch Chief

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

    December
      5, 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 the Staff’s comments in our telephone
      conversation on September 15, 2006 relating to FuelCell Energy, Inc. (“FuelCell”
or the “Company”).

              1.

              The
                Staff concluded that the Series 1 Preferred Shares issued by FuelCell
                Energy, Ltd. should be accounted for as redeemable minority interest
                in
                the Company’s consolidated financial statements.

    FuelCell
      Response:

    The
      Company acknowledges the Staff’s comments and will adjust its financial
      statements to reflect the Series I Preferred Shares as Redeemable Minority
      Interest.

    The
      Company has analyzed the impact on prior period consolidated financial
      statements resulting from the correction in its accounting for the Series 1
      Preferred Shares to redeemable minority interest and determined that the impact
      is not material. Accordingly, the Company is proposing to reflect the
      appropriate amounts for redeemable minority interest and the embedded derivative
      fair values in its fourth quarter earnings release to be furnished on Form
      8-K
      and in its 2006 Form 10-K for the period ended October 31, 2006.

    Ms.
      Kate
      Tillan

    Securities
      and Exchange Commission

    December
      5, 2006

    Page
      2

    The
      Company has included its SAB 99 Topic M materiality analysis below supporting
      its proposal to correct this accounting as discussed above. The Company also
      refers the Staff to Appendix A, which includes “as reported” and “if corrected”
statements of operations and balance sheets for all historical periods impacted.

    To
      correct this accounting, the Company is going to record the cumulative effect
      in
      its fourth quarter 2006 financial statements. The Company refers the Staff
      to
      Appendix B, which includes unaudited “prior to
      correction” and “to be reported” statements of operations and balance sheets as
      of and for the three and twelve months ended October 31, 2006 as well as the
      correcting journal entry. For comparability with historical periods to be
      presented in its fourth quarter earnings release to be furnished on Form 8-K
      and
      in its 2006 Form 10-K, the Company is going to reclassify the Series 1 Preferred
      shares to redeemable minority interest in the historical financial statements.

              2.

              The
                Staff also stated that the Company should evaluate the Series 1 Preferred
                Shares for all potential embedded derivatives, determine the appropriate
                accounting for each and reflect the results, as appropriate, in the
                Consolidated Financial Statements. Additionally, the Company should
                evaluate the variable share settlement feature under EITF 00-19 to
                determine if any other contracts are linked to the Company’s equity
                instruments and need to be
                reclassified.

    FuelCell
      Response:

    The
      Company analyzed the Series 1 Preferred security in accordance with SFAS
      133 to identify all embedded derivatives and determined that the
      following derivatives required bifurcation from the host contract:
 (1) the conversion feature allowing holders to convert into shares of
      FuelCell common stock and (2) the variable dividend obligation linked to
      FuelCell’s common stock price. The valuation of these derivatives, which is
      discussed in more detail below, resulted in an aggregate fair value of $0.2
      million as of October 31, 2006. The Company will mark this instrument to market
      in future periods.

    The
      Company also considered whether any embedded foreign currency derivative
      instruments were present as the Series 1 Preferred Shares are denominated in
      Canadian dollars. Both the subsidiary issuing the Series 1 Preferred Shares,
      FuelCell Energy, Ltd., and the holder of the Series 1 Preferred Shares,
      Enbridge, are domiciled in Canada and employ the Canadian dollar as their
      functional currency. Additionally, dividends and redemption amounts (if settled
      in cash) are both payable in Canadian dollars. Therefore, analogizing to the
      guidance in paragraph 15 of SFAS 133, which states that an embedded foreign
      currency derivative instrument should not be bifurcated from the host contract
      if it requires payments denominated in “the functional currency of any
      substantial party to that contract,” the Company does not believe that a foreign
      currency derivative instrument is required to be bifurcated from the Series
      1
      Preferred Shares and accounted for separately. Notwithstanding the above, the
      foreign currency impact was considered in the valuation of the conversion
      feature and variable dividend embedded derivatives, which do require
      bifurcation.

    The
      Company also determined that the redemption feature
      was an embedded derivative. However, the redemption feature was determined
      to be
      clearly and closely related to the host contract and therefore did not require
      bifurcation.

    Ms.
      Kate
      Tillan

    Securities
      and Exchange Commission

    December
      5, 2006

    Page
      3

    The
      Company analyzed the fair value of each embedded derivative that required
      bifurcation utilizing a valuation expert. The conversion feature was valued
      using a lattice model. This is a one-factor model used to project stochastic
      stock prices, while risk free rates, discount rates and foreign exchange rates
      are deterministic factors. Based on the pay-off profiles of the preferred
      security, it is assumed that the issuer will exercise the call option to force
      conversion in 2020. Conversion after 2020 delivers a fixed pay-off to the
      investor, and is modeled as a fixed payment in 2020. The cumulative dividend
      is
      modeled as a quarterly cash dividend component (to satisfy the minimum dividend
      payment requirement), and a one time cumulative dividend payment in 2010. The
      cumulative dividend is compounded at a 2.45% quarterly rate. Call option strikes
      are adjusted for the cumulative dividend and the conversion ratio is adjusted
      by
      the accreted notional until 2010. The value of the conversion option was
      estimated through a 'with and without' approach by valuing the preferred with
      the conversion feature turned on and off and measuring the valuation
      difference.

    The
      variable dividend was valued using a Monte Carlo simulation model. The embedded
      derivative is defined as the difference between the value of a normal 5%
      quarterly dividend payment stream, and the value of the stock-price and
      foreign-exchange-rate-linked dividend payment stream. Future stock prices and
      exchange rates are simulated following geometric Brownian motion to determine
      the stock/FX linked dividend going out to the year 2020, when the preferred
      security is assumed to be converted.

    The
      assumptions used in both valuation models discussed above include historical
      stock price volatility of 45%, risk-free interest rate of 5% and a credit spread
      of 800 basis points based on the yield indices of technology high yield bonds,
      foreign exchange volatility of 7% as the security is denominated in Canadian
      dollars, and the closing price of the Company’s common stock to determine the
      fair value of the derivatives.

    Ms.
      Kate
      Tillan

    Securities
      and Exchange Commission

    December
      5, 2006

    Page
      4

    The
      Company also advises the Staff that it has reviewed and determined that it
      has
      no other contracts that are linked to the Company’s equity instruments that
      would require reclassification in accordance with EITF 00-19.

    Materiality
      Analysis

    Management
      reviewed the impact of both the minority interest accounting change and the
      impact of the embedded derivatives with the Company’s Independent Registered
      Public Accounting Firm. Management has analyzed the materiality of these
      accounting changes on all historical reporting periods impacted in accordance
      with SAB 99, Topic M, and does not believe the impact of these changes would
      be
      considered significant to the users of its financial statements for any of
      the
      historical reporting periods impacted. For example, historical net loss to
      common shareholders would have been $0.2 million lower for fiscal 2004, $0.1
      million higher for fiscal 2005 and $0.3 million higher for the nine-month period
      ended July 31, 2006. All of these historical changes represent less than a
      1%
      change to net loss to common shareholders. The Company refers the Staff to
      Appendix A, which includes “as reported” and “if corrected” statements of
      operations and balance sheets for all historical periods impacted.

    SAB
      99
      states that the FASB rejected a formulaic approach to discharging the onerous
      duty of making materiality decisions. SAB 99 goes on to state that “magnitude by
      itself, without regard to the nature of the item and the circumstances in which
      the judgment has to be made, will not generally be a sufficient basis for a
      materiality judgment.” SAB 99 states that “the omission or misstatement of an
      item in a financial report is material if, in the light of surrounding
      circumstances, the magnitude of the item is such that it is probable that the
      judgment of a reasonable person relying upon the report would have been changed
      or influenced by
      the
      inclusion or correction of the item.”

    Management
      analyzed the following considerations outlined in SAB 99:

              ·

              Consideration
                -
                whether the misstatement arises from an item capable of precise
                measurement or whether it arises from an estimate and, if so, the
                degree
                of imprecision inherent in the
                estimate.

    Management
      response
      - this
      misstatement arises from an item capable of precise measurement, no estimate
      is
      involved in accounting for the Series 1 Preferred Shares as redeemable minority
      interest.

              ·

              Consideration
                -
                whether the misstatement masks a change in earnings or other
                trends.

    Ms.
      Kate
      Tillan

    Securities
      and Exchange Commission

    December
      5, 2006

    Page
      5

    Management
      response
      - the
      size of the misstatements in relation to net loss to the common shareholders
      actually reported by the Company for the historical periods impacted does not
      mask any earnings or loss trends.

              ·

              Consideration
                -
                whether the misstatement hides a failure to meet analysts’ consensus
                expectations for the enterprise.

    Management
      response
      - the
      misstatement results in a decrease of loss per share to common shareholders
      for
      fiscal 2004 of $.01. The misstatement does not result in a change to loss per
      share to common shareholders for fiscal 2005. The misstatement results in an
      increase of loss per share to common shareholders for the nine months ended
      July
      31, 2006 of $.01, however, the Company did not meet analysts’ consensus
      expectations for the three months ended July 31, 2006 as reported.

              ·

              Consideration
                -
                whether the misstatement changes a loss into income or vice
                versa.

    Management
      response
      - there
      is no change from a loss to income or vice versa. The misstatements change
      the
      Company’s net loss to common shareholders previously reported by less than one
      percent for fiscal 2005, 2004 and the nine-month period ended July 31, 2006.

              ·

              Consideration
                -
                whether the misstatement concerns a segment or other portion of the
                registrant’s business that has been identified as playing a significant
                role in the registrant’s operations or
                profitability.

    Management
      response
      - not
      applicable, this misstatement does not relate to any one particular portion
      of
      the Company’s business.

              ·

              Consideration
                -
                whether the misstatement affects the registrant’s compliance with
                regulatory requirements.

    Management
      response
      - not
      applicable, management is not aware of any regulatory requirements that this
      mistatement would affect compliance with.

              ·

              Consideration
                -
                whether the misstatement affects the registrant’s compliance with loan
                covenants or other contractual
                requirements.

    Management
      response
      - not
      applicable, the Company does not have any loan covenants or other contractual
      requirements that would be impacted by this mistatement.

    Ms.
      Kate
      Tillan

    Securities
      and Exchange Commission

    December
      5, 2006

    Page
      6

              ·

              Consideration
                -
                whether the misstatement has the effect of increasing managements’
                compensation - for example, by satisfying requirements for the award
                of
                bonuses or other forms of incentive
                compensation.

    Management
      response
      - not
      applicable, managements’ compensation would not be impacted.

              ·

              Consideration
                -
                whether the misstatement involves concealment of an unlawful
                transaction.

    Management
      response
      - not
      applicable, this correction does not involve an unlawful
      transaction.

              ·

              Consideration
                - probability
                that the judgment of a reasonable person relying upon the report
                would
                have been changed or influenced:

    Management
      response
      -
      Management does not believe that users of the Company’s financial statements
      would be influenced by this correc

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

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

    August
      31, 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 the Staff’s request to receive in writing the
      prepared remarks of FuelCel Energy, Inc.(“FuelCell”) on the August 30, 2006
      conference call between FuelCell and the Staff.

    Those
      remarks included discussion of the following:

            1.

              A
                review of the history of the Enbridge, Inc. Preferred stock (from
                issuance
                by Global Thermoelectric Inc. in 2000 to
                present).

            2.

              Discussion
                of the answers to the factual questions posed by the SEC Staff on
                August
                16th&
                18th
                2006 conference calls.

            3.

              A
                review of the following Preferred stock and guarantee accounting
                considerations:

            §

              Consolidation
                of Global and FuelCell Energy, Ltd.

            §

              Presentation
                of Series 1 Preferred as equity vs. minority
                interest

            §

              Equity
                vs. debt characteristics of Series 1 Preferred

            §

              Analysis
                of the guarantee under FAS 133

            §

              Temporary
                vs. permanent equity classification of the Series 1
                Preferred

      Ms.
        Kate
        Tillan

      Securities
        and Exchange Commission

      August
        31, 2006

      Page
        2

1. History
      of the Enbridge, Inc. Preferred Stock

    In
      July 2000,
      Global
      Thermoelectric Inc. (“Global”) entered
      into a Joint Development Agreement (“JDA”) with Enbridge Inc. (“Enbridge”) to
      develop solid oxide fuel cell products (“SOFC”) suitable
      for the on-site supply of electric power and heating to homes. Under the terms
      of the JDA, Enbridge had exclusive distribution rights in Canada of the
      residential fuel cell products if developed. Also, under the terms of this
      alliance with Enbridge, Global issued Cumulative Redeemable Convertible
      Preferred Shares, Series 2 ( “Series 2 Preferred Shares”) for gross proceeds of
      Cdn$25.0 million which were used to fund technology, design and product
      development work. Global accounted for the Preferred issuance as permanent
      equity with Face Value of Cdn. $25 million. In periods subsequent to July 2000,
      Global saw significant declines in its market cap and began considering
      strategic alternatives for the company.

    In
      the Summer of 2003,
      FuelCell
      made a formal offer to the Board of Global to acquire Global. FuelCell,
      in a letter agreement and discussions with Enbridge, offered to guarantee the
      minimum dividend of Cdn.$500 thousand per year under the terms of the Series
      2
      Preferred should FuelCell acquire Global.

    In
      November 2003,
      FuelCell
      acquired Global. The consideration in this transaction was calculated at
      approximately U.S.$94.8 million which included assumption of the Global Series
      2
      Preferred shares (held by Enbridge) and the related guarantee provided to
      Enbridge by FuelCell. The discounted fair value, based on future projected
      cash
      flows, of the Series 2 Preferred shares held by Enbridge was estimated to be
      $9.1 million with the assistance of an independent expert in accordance with
      FAS
      141. Upon acquisition, FuelCell classified the Series 2 Preferred shares as
      permanent equity at their discounted fair value. The fair value discount of
      the
      Preferred shares is periodically accreted to APIC.

    In
      May of 2004,
      FuelCell
      sold Global and its generator business which was not core to FuelCell’s
      business. FuelCell retained the operations and assets of Global’s SOFC division
      and transferred them into a newly-formed wholly-owned Canadian subsidiary,
      FuelCell Energy, Ltd. (FCE Ltd.). FuelCell issued Series 1 Preferred shares
      to
      Enbridge out of the Canadian subsidiary in order to maintain Enbridge’s economic
      position for a tax advantaged dividend. The terms of the Series 1 Preferred
      shares mirror the terms of the Global Series 2 Preferred shares. Global canceled
      the Series 2 Preferred shares. FuelCell also signed a guarantee for the existing
      obligations of FCE, Ltd. to Enbridge, which were the Series 1 Preferred stock
      and the JDA. This guarantee did not impact FuelCell’s accounting at the time, as
      it was viewed as a legal transaction which did not change the original
      underlying obligations of the consolidated FuelCell entity.

      Ms.
        Kate
        Tillan

      Securities
        and Exchange Commission

      August
        31, 2006

      Page
        3

    In
      November of 2004,
      FuelCell
      sold the operations and assets of the SOFC division to Versa Power, Inc. (also
      a
      developer of SOFC technology). FCE Ltd. retained the Series 1 preferred. The
      JDA
      was assigned to Versa, eliminating any remaining obligation of FuelCell or
      FCE
      Ltd. Enbridge consented to this assignment. As of April 30, 2006, the accreted
      value of the Series 1 Preferred shares on the consolidated financial statements
      totaled $12.2M and was classified as permanent equity. FCE Ltd. has assets
      totaling approximately $1.0 million included in the consolidated financial
      statements. FCE Ltd. continues to make minimum dividend payments to Enbridge
      under the terms of the Series 1 Preferred shares.

    2.
      Answers
      to Factual Questions Asked by the SEC Staff on August
      16th&
      18th
      2006 Conference Calls

    Question
      # 1

    Does
      FuelCell have the sole discretion and power to liquidate FCE, Ltd.? If so,
      why
      are there liquidation provisions in the terms of the Preferred
      Stock?

    FuelCell,
      as owner of all of the common stock of FCE, Ltd., has the sole power and
      discretion to voluntarily liquidate FCE, Ltd. Although it is true that FCE,
      Ltd.
      could be liquidated as a result of an involuntary bankruptcy, FCE
      Ltd. has no operations or creditors and bankruptcy is not a realistic
      possibility.
      The
      liquidation provisions in the terms of the Preferred Stock provide priority
      for
      the preferred holders over the common holders in the event of a
      liquidation.

    Ms.
      Kate
      Tillan

    Securities
      and Exchange Commission

    August
      31, 2006

    Page
      4

    Question
      # 2

    In FuelCell's
      response letter of May 5, 2006 (in the first bullet on page 10), it was asserted
      that if Enbridge converted its Preferred Stock, FuelCell could satisfy this
      obligation either in cash or shares of FuelCell. This seems contrary to Section
      5.2 of the terms of the Preferred Stock.

    Section
      5.2 refers to the “Final Exchange Price” which is the price after July 31, 2020.
      Section, 5.2 provides that after July 31, 2020, FCE, Ltd. may, at
      its option,
      satisfy
      the exchange obligation with cash in lieu of stock of FuelCell. Until July
      31,
      2020, the holder of Series 1 Preferred Stock may exchange the stock for common
      stock of FuelCell pursuant to the “Current Exchange Price” defined in Section
      1.6 of the terms of the preferred stock.

    Question
      # 3

    The
      SEC
      has reviewed the interplay among Sections 2.1, 2.2 and 2.5 of the Preferred
      Stock. Specifically, is FCE, Ltd. required to pay a dividend? Is the failure
      to
      pay quarterly dividends a default? What are the consequences of its failure
      to
      pay on the guarantee of FuelCell?

    FCE,
      Ltd.
      must pay dividends, as and when declared by the Board of Directors, at the
      stated rate in Section 2.1. If the dividends are not currently paid, they will
      accrue and be subsequently payable when declared by FCE, Ltd. FCE Ltd. is not
      required to actually declare and pay the dividend if it is not permitted to
      do
      so by the Canadian Income Tax Act without incurring special taxes. This
      effectively sets a minimum payment obligation of Cdn.$500,000 annually. The
      instrument provides the board discretion on when during the year and how much
      is
      paid on a quarterly basis (unpaid amounts are accrued). If FCE Ltd. fails to
      pay
      at least Cdn.$500,000 annually, it would be in violation of these provisions.
      Any failure by FCE Ltd. to meet its obligations would be covered by FuelCell’s
      guarantee and FuelCell would be required to meet such obligations.

    Ms.
      Kate
      Tillan

    Securities
      and Exchange Commission

    August
      31, 2006

    Page
      5

    Question
      # 4

    The
      Guarantee of FuelCell to Enbridge seems to be a guarantee of all obligations
      of
      FCE, Ltd. Elsewhere, FuelCell seems only to have an obligation to pay Enbridge
      dividends of Cdn.$500,000 per year. How do these reconcile? Are the obligations
      of FCE, Ltd. broader than those guaranteed by FuelCell?

    Pursuant
      to the terms of the Guarantee, so long as Enbridge holds the Preferred Shares,
      FuelCell has guaranteed all of its obligations pursuant to the terms of the
      Preferred Shares. Currently, FCE, Ltd. only has an obligation to pay dividends
      of Cdn.$500,000 annually (under the terms of Section 2.5 of the Preferred Share
      agreement), which is the extent of paragraph (c) of the FuelCell Guarantee.
      Ultimately, the accrued dividends will have to be paid pursuant to the terms
      of
      the preferred stock, and FuelCell has guaranteed this obligation as well
      pursuant to paragraph (d) of the Guarantee.

    The
      obligations guaranteed by FuelCell under the terms of the Preferred Shares
      are
      not broader than those of FCE, Ltd.

    Question
      # 5

    Please
      tell us whether or not FuelCell has any obligations remaining for the JDA under
      the May 27, 2004 Guarantee.

    FCE
      Ltd,
      assigned, with Enbridge’s consent, all of the responsibilities of the JDA to
      Versa Power Systems, Ltd. Included in this assignment document, Enbridge
      released FCE, Ltd. from all obligations and liabilities related to the JDA.
      As a
      result of this assignment and release, FCE, Ltd. no longer has an obligation
      related to the JDA under the May 27, 2004 Guarantee Agreement.

    Question
      # 6

    What
      is
      the proper designation for the Preferred Shares of FCE, Ltd? In the Articles
      of
      Amendment of FCE, Ltd., they are referred to “Class A Cumulative Redeemable
      Exchangeable Preferred Shares”. In FuelCell’s public filings, they are referred
      to as “Series 1 Preferred Shares”. Please clarify.

    In
      public
      disclosure documents FuelCell has referred to the Preferred Shares of FCE,
      Ltd.
      as Series 1 in order to make it clear that this series was issued by an entity
      different from the issuer of FuelCell’s Series B preferred shares. The proper
      legal designation for the shares is; Class A Cumulative Redeemable Exchangeable
      Preferred Shares.

      Ms.
        Kate
        Tillan

      Securities
        and Exchange Commission

      August
        31, 2006

      Page
        6

    3.
      Review of Preferred Stock and Guarantee Accounting
      Considerations

    Consolidation
      of Global and FuelCell, Ltd.

    The
      only
      ownership interests in FuelCell Energy, Ltd. are FuelCell Energy, Inc. (common
      shares) and Enbridge, Inc. (preferred shares). The Preferred shares held by
      Enbridge have no voting rights, all voting rights are held by FuelCell Energy,
      Inc. Therefore, under the majority voting control provisions of ARB 51, FuelCell
      Energy, Inc. is required to consolidate FuelCell Energy, Ltd. The same
      conclusions apply with respect to FuelCell Energy, Inc.’s previous ownership
      interest in Global.

    FuelCell
      Energy, Inc. also analyzed the provisions of FIN 46R to determine whether it
      would be the primary beneficiary of FuelCell Energy, Ltd. if FuelCell Energy,
      Ltd. is a variable interest entity (referred to as a VIE). (Under paragraph
      23
      of FIN 46R there is no requirement for FuelCell to conclusively determine
      whether FuelCell Energy, Ltd. is a VIE if FuelCell Energy, Inc. has majority
      voting control of FuelCell Energy, Ltd. and would also be its primary
      beneficiary if it were a VIE.) The primary consideration that led FuelCell
      Energy, Inc. to conclude that if FuelCell Energy, Ltd. were considered a VIE
      the
      primary beneficiary would be FuelCell Energy, Inc. and not Enbridge, is that
      the
      Preferred shares do not participate significantly in profits and losses of
      FuelCell Energy, Ltd. and therefore cannot be considered at risk per paragraph
      5(a)(1) of FIN 46R. Given FuelCell Energy, Inc’s guarantee of both the Preferred
      share dividends and the par value of those shares in the event of liquidation
      of
      FuelCell Energy, Ltd. and also the right of FuelCell Energy, Inc. to remove
      assets out of FuelCell Energy, Ltd. without requiring approval from the
      Preferred shareholders, the Series 1 Preferred Shares clearly do not participate
      significantly in the losses of FuelCell Energy, Ltd. and do not meet the FIN
      46R
      paragraph 2(c) definition of a variable interest in FuelCell Energy, Ltd. Thus,
      FuelCell Energy, Inc. believes that it is the only variable interest holder
      of
      FuelCell Energy, Ltd. and would clearly be its primary beneficiary if it is
      a
      VIE.

    FuelCell
      Energy, Inc. also concluded that the Series 1 Preferred Shares represent a
      variable interest in FuelCell Energy, Inc. under the provisions of FSP FIN
      46R-5, providing additional support for its conclusions with respect to the
      classification as equity of those shares in the consolidated financial
      statements of FuelCell Energy, Inc.

      Ms.
        Kate
        Tillan

      Securities
        and Exchange Commission

      August
        31, 2006

      Page
        7

    Presentation
      of Preferred stock as equity vs. minority interest

    FuelCell
      Energy, Inc. believes the substance of the underlying economics dictates that
      the Series 1 Preferred shares do not represent a minority ownership interest
      in

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

    August
      7,
      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 the Staff’s questions per our telephone
      conversations relating to FuelCell Energy, Inc. (“FuelCell” or the “Company”).
      The Staff’s questions have been included prior to the Company’s
      response.

              1.

              In
                the Guarantee dated May 27, 2004, FuelCell guarantees the obligations
                of
                the Series 1 Preferred Stock. In that guarantee, however, FuelCell
                also
                guarantees the obligations of FuelCell Energy, Ltd. pursuant to the
                terms
                of the Joint Development Agreement made between Global Thermoelectric
                Inc.
                and Enbridge as of July 31, 2000. Please explain (1) what the Joint
                Development Agreement is and (2) if the Company had considered the
                relationship of FIN 45 to that
                agreement.

    Ms.
      Kate
      Tillan

    Securities
      and Exchange Commission

    August
      7,
      2006

    Page
      2

    FuelCell
      Response:

    (1)
      Joint Development Agreement

    The
      Joint
      Development Agreement was initially entered into in July 2000 between Global
      Thermoelectric, Inc. (“Global”) and Enbridge, Inc. (“Enbridge”) prior to
      FuelCell’s acquisition of Global. The agreement essentially consists
      of:

            -

              a
                research and development program whereby the two entities would work
                towards developing commercially viable versions of Solid Oxide Fuel
                Cell
                products (Global’s responsibility) and performing market research,
                securing test locations, etc. (Enbridge’s responsibility)

            -

              a
                grant of exclusive distribution authority whereby Global appointed
                Enbridge as the exclusive distributor of specific SOFC products in
                a
                specified territory. The two entities also agreed to commence negotiations
                to establish a definitive distribution
                agreement.

    The
      Joint
      Development Agreement was subsequently amended to (a) extend certain dates
      established to negotiate a definitive distribution agreement outlined in the
      initial agreement and (b) transfer all of Global’s rights, title and interest in
      the Joint Development Agreement to FuelCell Energy, Ltd. This agreement was
      subsequently assigned to Versa Power Systems, Inc. (“Versa”) upon the sale of
      the Solid Oxide Fuel Cell assets of FuelCell Energy, Ltd. to Versa in November
      2004.

    There
      were no obligations in the Joint Development Agreement that required recognition
      in FuelCell’s consolidated financial statements.

    (2)
      Assessment of FIN 45 “Guarantor's
      Accounting and Disclosure Requirements for Guarantees, Including Indirect
      Guarantees of Indebtedness of Others”.

    The
      Company advises the Staff that there were no contractual obligations in the
      Joint Development Agreement that would have required recognition by FuelCell
      Energy, Ltd.

    With
      regard to the guarantee by FuelCell of both the Series 1 Preferred share
      obligations and the Joint Development Agreement, the Company believes that
      FIN
      45 does not apply as the guarantee was issued by FuelCell to Enbridge relating
      to the obligations of FuelCell Energy, Ltd. (including obligations of FuelCell
      Energy, Ltd. under the Joint Development Agreement). In addition, this agreement
      would not have resulted in recording any new obligations. FuelCell was merely
      guaranteeing compliance of its subsidiary under the existing Joint Development
      Agreement with Enbridge. The relevant references from FIN 45 are Paragraph
      4 and
      Paragraph A23;

    Ms.
      Kate
      Tillan

    Securities
      and Exchange Commission

    August
      7,
      2006

    Page
      3

    -
      Paragraph 4 of FIN 45 states that “the scope of this Interpretation does not
      encompass indemnifications or guarantees of an entity’s own future performance
      (for example, a guarantee that the guarantor will not take a certain future
      action)”.

    -
      Paragraph A23 of FIN 45 excludes guarantees issued among corporations under
      common control from the recognition, measurement, and disclosure provisions
      of
      FIN 45.

    Based
      on
      the above, the Company has concluded that FIN 45 is not applicable in this
      circumstance.

            2.

              In
                the Company’s response dated July 12, 2006, the Staff found confusing the
                first paragraph of our response responding to comment number 2. That
                comment related to how the preferred stock would be accounted for
                in
                separate, stand-alone financial statements of the subsidiary and
                the
                parent.

    FuelCell
      Response:

    The
      first
      paragraph in our response dated July 12, 2006 to comment number 2 was as
      follows:

    “The
      Company believes the preferred shares should not be accounted for as equity
      of
      FuelCell Energy, Ltd. if it were to present stand-alone financial statements,
      and should be accounted for as equity of FuelCell Energy, Inc. in its
      stand-alone (i.e., parent-only) financial statements. The Company believes
      that
      if stand-alone financial statements were presented for both FuelCell Energy,
      Ltd. and FuelCell Energy, Inc., the preferred shares would be disclosed as
      legal-form equity issued by FuelCell Energy, Ltd.”

    Ms.
      Kate
      Tillan

    Securities
      and Exchange Commission

    August
      7,
      2006

    Page
      4

    The
      Company advises the Staff that the first sentence is referring to how the Series
      1 Preferred shares would be accounted
      for in
      stand-alone financial statements of FuelCell and FuelCell Energy, Ltd. and
      the
      second sentence is referring to the required disclosures
      in those
      statements. The Series 1 Preferred shares would not be accounted for as equity
      of FuelCell Energy, Ltd. in stand-alone financials. Nonetheless, disclosure
      would be required that FuelCell Energy, Ltd. was the issuer of this legal-form
      equity and that these shares are being accounted for as equity in FuelCell’s
      financial statements.

            3.

              (a)
                Article 7 of the Charter of FuelCell Energy, Ltd. seems to impose
                restrictions on the ability of FuelCell Energy, Ltd. to take certain
                acts
                without the consent of the holders of Preferred Stock. Please comment.

    FuelCell
      Response:

    If
      FuelCell Energy, Ltd. fails to remain current with its dividend obligations,
      Article 7 does impose the following restrictions on FuelCell Energy, Ltd.:

              -

              From
                paying dividends on junior stock.

              -

              From
                issuing senior stock or from redeeming, purchasing or making capital
                distributions to any junior or pari passu
                stock.

              -

              Setting
                aside any money or making any payments for any sinking fund or other
                retirement fund applicable to any junior
                stock.

    FuelCell
      Energy, Ltd. is current with its dividend obligations.

    (b)
      The Staff would like verification confirming that Global had the ability to
      convey its assets without the consent of the holders of the Series 1 Preferred
      stock.

    Ms.
      Kate
      Tillan

    Securities
      and Exchange Commission

    August
      7,
      2006

    Page
      5

    FuelCell
      Response:

    The
      terms
      of the Preferred Stock of Global were the same as the terms of the Series 1
      Preferred stock issued by FuelCell Energy, Ltd. The Company confirms that there
      was in fact no consent required from Enbridge for the conveyance of assets
      prior
      to the sale of Global, as the Global dividend payments on the Series 1 Preferred
      stock were current.

    (c)
      On November 1, 2004, FuelCell pledged to Enbridge its shares of Versa Power
      Systems, Inc. What was the purpose of that Pledge
      Agreement?

    FuelCell
      Response:

    As
      discussed in response number 1 above, the rights, title and interests in the
      Joint Development Agreement had been transferred to FuelCell Energy, Ltd. upon
      the sale of Global. This agreement was subsequently assigned to Versa upon
      the
      sale of the Solid Oxide Fuel Cell assets of FuelCell Energy, Ltd. to Versa
      in
      November 2004. The Series 1 shareholder agreement contains no requirement to
      obtain shareholder consent for the transfer of assets, however, FuelCell Energy
      Ltd. obtained Enbridge’s consent to assign the Joint Development Agreement to
      Versa. Enbridge and FuelCell Energy, Ltd. assigned the Joint Development
      Agreement to Versa because Enbridge’s original investment was connected to this
      solid oxide research and development and Enbridge wanted the Joint Development
      Agreement to follow the technology and assets.

    In
      conjunction with Enbridge’s consent to assign the Joint Development Agreement to
      Versa, which resulted in FuelCell having no further responsibility for the
      Joint
      Development Agreement, FuelCell agreed in the Pledge Agreement to provide
      Enbridge with a security interest in 5,714 shares of Versa. This pledge
      agreement was not meant to convey that there was any legal requirement to obtain
      consent from Enbridge for the transfer of assets from FuelCell Energy, Ltd.
      to
      Versa. The Company confirms that the Series 1 shareholder agreement contains
      no
      requirement to obtain shareholder consent for the transfer of assets.

    Ms.
      Kate
      Tillan

    Securities
      and Exchange Commission

    August
      7,
      2006

    Page
      6

            4.

              Does
                the dividend obligation on the Series 1 Preferred stock continue
                after
                2020?

    FuelCell
      Response:

      The
        Company expects either redemption or conversion of the Series 1 Preferred
        stock
        in 2020. Following redemption or conversion, there would no longer be a dividend
        obligation. The terms of the Series 1 Preferred shares entitle holders to
        dividends as long as such shares are outstanding.

      The
        Company is able to control this process. On and after July 31, 2010, the
        Series
        1 Preferred shares are redeemable by FuelCell Energy, Ltd. for Cdn$25 per
        share
        plus any accrued and unpaid dividends. If FuelCell Energy, Ltd. waits until
        July
        31, 2020 to call for redemption, it is likely that the holder of these shares
        would convert them into FuelCell common stock at a conversion price equal
        to 95%
        of the then current market price of shares of FuelCell common
        stock.

    Ms.
      Kate
      Tillan

    Securities
      and Exchange Commission

    August
      7,
      2006

    Page
      7

    FuelCell
      acknowledges the following:

              -

              FuelCell
                is responsible for the adequacy and accuracy of the disclosure 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’s
                Form 10-K for the year ended October 31, 2005;
                and

              -

              FuelCell
                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.

    Sincerely,

    /s/
      Richard A. Krantz

    Richard
      A. Krantz

    cc:
      Joseph G. Mahler

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

    July
      12,
      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 June 26, 2006 to Joseph
      G.
      Mahler, Senior Vice President and Chief Financial Officer of FuelCell Energy,
      Inc. (“FuelCell” or the “Company”). The Staff’s comments have been included
      prior to the Company’s response.

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

    Financial
      Statements

    Consolidated
      Balance Sheets, page 67

    Note
      12. Shareholders’ Equity, page 85

    Staff
      Comment #1:

    Please
      tell us and disclose in future filings the significant terms of the liquidation
      preference of the Series 1 preferred shares of your subsidiary. For example,
      please clarify whether the liquidation rights relate to the parent or the
      subsidiary.

      Ms.
        Kate
        Tillan

      Securities
        and Exchange Commission

      July
        12,
        2006

      Page
        2

    FuelCell
      Response:

    The
      Company advises the Staff that in the event of the liquidation, dissolution
      or
      winding up of FuelCell Energy, Ltd., the holder of Series 1 Preferred shares
      will be entitled to receive a priority distribution of Cdn.$25,000,000 and
      any
      accrued and unpaid dividends. These liquidation obligations have been guaranteed
      to Enbridge, Inc. (“Enbridge”) by FuelCell Energy, Inc. The Company will
      disclose the liquidation preference of the Series 1 Preferred shares as
      described herein in future filings.

    Staff
      Comment #2:

    In
      order
      to facilitate our evaluation of your classification of the Series 1
      preferred shares of subsidiary as equity of the consolidated entity, please
      respond to the following comments.

            ·

              Please
                tell us how you believe the preferred shares would be presented in
                the
                separate, stand-alone financial statements of the subsidiary and
                the
                parent and to what extent you believe those presentations inform
                the
                classification in the consolidated entity financial statements and
                why.

    FuelCell
      Response:

    The
      Company believes the preferred shares should not
      be
      accounted for as equity of FuelCell Energy, Ltd. if it were to present
      stand-alone financial statements, and should be accounted for as equity of
      FuelCell Energy, Inc. in its stand-alone (i.e., parent-only) financial
      statements. The Company believes that if stand-alone financial statements were
      presented for both FuelCell Energy, Ltd. and FuelCell Energy, Inc., the
      preferred shares would be disclosed as legal-form equity issued by FuelCell
      Energy, Ltd.

    The
      Company has disclosed in its filings with the Commission that FuelCell Energy,
      Ltd. is the issuing entity and that the Series 1 Preferred Shares are legal-form
      equity of FuelCell Energy, Ltd. The Company’s substance over form conclusions
      with regard to presentation of the Series 1 Preferred Shares as equity of
      FuelCell Energy, Inc. ultimately have tried to respond to the following
      questions: (1) which entity did the Series 1 Preferred shareholder, Enbridge,
      really invest in and (2) what is the most meaningful accounting that captures
      the risks and rewards associated with the Series 1 Preferred Shares (i.e.,
      Enbridge’s investment). In substance, the combination of the Series 1 Preferred
      Shares (including their conversion feature) and the related guarantee by
      FuelCell represents a preferred equity interest in FuelCell that is (a)
      convertible into FuelCell common stock, (b) callable after July 31, 2010 and
      (c)
      mandatorily redeemable in the event of liquidation of FuelCell Energy, Ltd.
      The
      payment of dividends through a Canadian entity was to maintain the same tax
      advantages for Enbridge (in Enbridge’s view) as they had when the shares were
      issued by Global. However, in the Company’s view those features in no way
      detract from the conclusion that the Series 1 Preferred Shares are in substance
      equity of FuelCell Energy, Inc. rather than FuelCell Energy, Ltd. Accordingly,
      the Company and its Independent Registered Public Accounting Firm believe that
      the most representative accounting for this transaction is as if the Series
      1
      Preferred Shares were issued by FuelCell Energy, Inc.

      Ms.
        Kate
        Tillan

      Securities
        and Exchange Commission

      July
        12,
        2006

      Page
        3

    Staff
      Comment #2 (continued):

            ·

              Please
                discuss how you considered paragraph 254 of Statement of Financial
                Accounting Concepts (“CON”) 6 and whether you believe that the instrument
                is a minority interest as defined in that Statement. In your response,
                please evaluate both the ownership interest and residual interest
                aspects
                of that definition.

    FuelCell
      Response:

    As
      noted
      in its summary, FASB Concepts Statement No. 6, Elements
      of Financial Statements,
      defines
      10 interrelated elements of financial statements that are directly related
      to
      measuring performance and status of an entity: assets, liabilities, equity
      or
      net assets, investments by owners, distributions to owners, comprehensive
      income, revenues, expenses, gains, and losses. CON 6 also defines 3 classes
      of
      net assets of not-for-profit organizations and the changes in those classes
      during a period. In addition, CON 6 defines or discusses other concepts, terms,
      or phrases that are used in the definitions or explanations or that are
      otherwise related to those elements and classes. There is an index at the end
      of
      CON 6 that identifies the paragraphs in which those elements and classes and
      certain other significant concepts, terms, or phrases are defined or discussed.
      The terms “minority interest” and “minority interests” are not contained in
      those definitions and are not otherwise defined by CON 6. The reference to
      “minority interests” in paragraph 254 of CON 6 is in a section entitled
“Examples to Illustrate Concepts,” which begins in paragraph 229. Paragraph 231
      contains the observation that “None of the examples involves investments by
      owners or distributions to owners, and only the last one involves equity…” The
      last example to which the comment in paragraph 231 refers is the example in
      paragraph 254 involving minority interests and stock purchase warrants.
      Paragraph 254 describes why both minority interests and stock purchase warrants
      lack the characteristics of liabilities, but it does not provide guidance about
      how to determine that a residual interest is a minority interest rather than
      equity of a consolidated entity.

      Ms.
        Kate
        Tillan

      Securities
        and Exchange Commission

      July
        12,
        2006

      Page
        4

    Paragraph
      20 of FASB Statement No. 94, Consolidation
      of All Majority-Owned Subsidiaries,
      describes the fact that noncontrolling (minority) interests arise because
      subsidiaries are only partially owned. In that regard, paragraph 5 of FASB
      Statement No. 141, Business
      Combinations,
      describes minority interests as noncontrolling equity interests of a subsidiary.
      The Company believes that it is well established in practice and well understood
      within the context of ARB 51, APB 16, FAS 94, and FAS 141 that minority interest
      refers to the GAAP equity (i.e., residual interest) of a consolidated subsidiary
      that is not owned by the subsidiary’s parent. Minority interest would not arise,
      for example, from legal form equity of a subsidiary that is not equity under
      GAAP. The Company has acknowledged in prior responses to the Staff that GAAP
      requires preferred stock of a subsidiary to be accounted for as a minority
      interest if it is considered equity of the subsidiary for GAAP purposes and
      is
      not owned by the parent company. The Company notes that the Series 1 Preferred
      Shares have characteristics that are consistent with the characteristics of
      residual interests described in paragraph 254 of CON 6. The Company, however,
      does not believe its accounting is inconsistent with that paragraph or with
      established practice regarding minority interests within the context of ARB
      51,
      APB 16, FAS 94, and FAS 141 because the underlying entity in which the Series
      1
      Preferred Shares have a substantive residual interest is actually FuelCell
      Energy, Inc. rather than FuelCell Energy, Ltd. The Series 1 Preferred Shares’
underlying ownership interest is in FuelCell Energy, Inc. because such shares
      are convertible into FuelCell Energy, Inc. common stock, are guaranteed by
      FuelCell Energy, Inc. and because FuelCell Energy, Inc. has the ability to
      transfer the assets of FuelCell Energy, Ltd. to FuelCell without prior approval
      from the Series 1 Preferred shareholder and, therefore, the Series 1 Preferred
      shareholder is not able to derive any substantive economic benefit from the

      assets of FuelCell Energy, Ltd.

    Staff
      Comment #2 (continued):

            ·

              If
                the preferred shares meet the CON 6, paragraph 254 definition of
                minority
                interest, please discuss how you reconciled your current presentation
                of
                those shares as equity in the parent's consolidated financial statements
                with the parent company approach to consolidation under U.S. GAAP.
                In your
                response, please help us understand whether the effect of your
                presentation is that you are following an entity approach to consolidation
                and, if so, whether you believe as a general matter the entity approach
                is
                a permissible approach to consolidation under U.S.
                GAAP.

      Ms.
        Kate
        Tillan

      Securities
        and Exchange Commission

      July
        12,
        2006

      Page
        5

    FuelCell
      Response:

    As
      discussed above, the Company believes the ownership and residual interests
      maintained by the holder of the Series 1 Preferred Shares in substance relate
      to
      FuelCell Energy, Inc., and would be presented as such if stand-alone financial
      statements of either FuelCell Energy, Ltd. or FuelCell Energy, Inc. were
      presented, which is why such shares are presented as equity in the Company’s
      consolidated financial statements. The Company is not applying the entity theory
      of consolidation, but observes that the FASB has concluded in the second phase
      of its overall project on business combinations (its joint project with the
      IASB) that the single economic entity approach to consolidation is conceptually
      superior to the parent company approach. The Company has acknowledged that
      accounting for the Series 1 Preferred Shares as equity in the consolidated
      financial statements based on their substance differs from the minority interest
      classification that would be applicable for those shares if the accounting
      followed the legal form of the issuance. The Company believes that the substance
      of the transaction is that Enbridge is investing in FuelCell Energy, Inc. and
      not FuelCell Energy, Ltd.

    Staff
      Comment #2 (continued):

            ·

              Please
                tell us how you considered the substantive business purposes of setting
                up
                the Canadian subsidiary and issuing preferred shares of that subsidiary
                in
                your analysis or the appropriate accounting for the preferred shares.
                That
                is, tell us why you believe it is inappropriate to present legal
                form
                equity issued by an entity for a substantive business purpose as
                equity of
                that entity.

    FuelCell
      Response:

    The
      Company does not believe Enbridge’s request to issue the Series 1 Preferred
      Shares out of a Canadian entity represented a substantive aspect of the
      structure to affect the Series 1 Preferred issuance and should not necessarily
      by itself dictate the accounting for this transaction. The Company analyzed
      all
      of the terms and characteristics of the Series 1 Preferred Shares, which have
      been discussed within the context of its substance over form argument in
      previous responses, and concluded that the substance of this transaction is
      that
      Enbridge is investing in FuelCell Energy, Inc., notwithstanding their tax
      strategy to obtain preferential tax treatment by continuing to receive dividends
      on securities from a Canadian entity.

    In
      assessing the impact of Enbridge’s tax strategy on the accounting for the Series
      1 Preferred Shares for purposes of responding to the Staff’s comments, the
      Company considered the guidance regarding commercial substance in FASB Statement
      (“FAS”) No. 153, Exchanges
      of Nonmonetary Assets.
      The
      Company acknowledges that the Series 1 Preferred Shares are not within the
      scope
      of FAS 153. However, the Company believes the amendment to APB Opinion No.
      29,
Accounting
      for Nonmonetary Transactions,
      in
      paragraph 2(d) of FAS 153 is instructive regarding the FASB’s view of the
      financial reporting impact of tax strategies that are achieved solely because
      the tax business purpose is based on achieving a specified financial reporting
      result. Specifically, paragraph 21A of APB 29, which was added by paragraph
      2(d)
      of FAS 153, states that “In assessing the commercial substance of an exchange,
      tax cash flows that arise solely because the tax business purpose is based
      on
      achieving a specified financial reporting result shall not be considered.”
Paragraph A13 of FAS 153 describes the FASB’s thinking in providing this
      guidance as follows:

      Ms.
        Kate
        Tillan

      Securities
        and Exchange Commission

      July
        12,
        2006

      Page
        6

    The
      Board
      under

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<FILENAME>filename1.txt
<TEXT>

February 18, 2005

Mail Stop 03-06

Jerry D. Leitman
President
FuelCell Energy, Inc.
3 Great Pasture Road
Danbury, Connecticut 06813

Re:	FuelCell Energy, Inc.
      Registration Statement on Form S-1
      Filed January 24, 2005
		File No. 333-122241

Dear Mr. Leitman:

      This is to advise you that the staff has reviewed only those
portions of your registration statement that relate to the
comments
below.  Where indicated, we think you should revise your filing in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
You may decide it is appropriate to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Please note that all outstanding comments on your concurrent
registration statement on Form S-1 filed on January 21, 2005 (file
no. 333-122216) must be resolved prior to requesting acceleration
of
the effective date of this Form S-1.
Fee Table
2. Please be advised that we consider an offering of immediately
convertible securities to involve an ongoing offering to sell the
securities underlying the convertible securities.  Thus, because
the
shares of preferred stock being registered for resale appear to be
immediately convertible into common stock, an unregistered primary
offering to the current selling shareholders of the shares
underlying
the preferred stock appears to have been commenced at the time of
the
private offering of the preferred stock to those holders.  In
addition, the commencement of a public resale offering of the
preferred stock under this registration statement will
simultaneously
commence a public primary offering of the common shares underlying
the preferred stock to all potential transferees of the preferred
stock.  Therefore, in conjunction with the registration of the
resale
of the preferred stock to potential preferred stock transferees,
you
must also register a primary offering of the underlying securities
to
those potential preferred stock transferees.  However, because an
unregistered primary offering of the shares underlying the
preferred
stock to the current selling security holders has already
commenced,
you may not register a primary offering of the common shares to
those
current holders and still must register the common shares for
resale
by such holders.  Accordingly, please revise the notes to your fee
table to clarify that you are registering a primary offering of
the
common shares underlying the preferred stock to potential
preferred
stock transferees as well as a resale offering of those shares by
the
current selling security holders.

Selling Shareholders - Page 85
3. Because the shares of preferred stock appear to be convertible
into shares of common stock at any time at the option of the
holder,
it appears that each holder of shares of preferred stock should be
identified in the selling shareholder table as also being the
beneficial owner of the shares of common stock that would be
issuable
to that holder upon the conversion of that holder`s preferred
shares.
Please revise the column of the table that appears under the
heading
"Number of Shares Beneficially Owned Before this Offering - Common
Stock" accordingly.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Mary Beth Breslin at (202) 942-2914 or me at
(202) 942-7924 with any other questions.

Sincerely,

							David Ritenour
      Special Counsel

cc (via fax):	Richard A. Krantz, Esq.

FuelCell Energy, Inc.
February 18, 2005
Page 1

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<SEQUENCE>1
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<TEXT>

Mail Stop 6010
      June 26, 2006

VIA U.S. MAIL AND FACSIMILE 203.462.7599

Mr. Joseph G. Mahler
Senior Vice President and Chief Financial Officer
FuelCell Energy Inc.
3 Great Pasture Road
Danbury, Connecticut 06813

      Re:	FuelCell Energy Inc.
		Form 10-K for the Year Ended October 31, 2005
      Filed January 17, 2006
      File No. 001-14204

Dear Mr. Mahler:

      We have reviewed your responses dated June 1, and June 9,
2006
and filing and have the following comments.  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 October 31, 2005

Financial Statements

Consolidated Balance Sheets, page 67

Note 12. Shareholders` Equity, page 85

With respect to the following comments, please refer to prior
comment
1 from our May 25, 2006 letter to you.

1. Please tell us and disclose in future filings the significant
terms of the liquidation preference of the Series 1 preferred
shares
of your subsidiary.  For example, please clarify whether the
liquidation rights relate to the parent or the subsidiary.

2. In order to facilitate our evaluation of your classification of
the Series 1 preferred shares of subsidiary as equity of the
consolidated entity, please respond to the following comments.

* Please tell us how you believe the preferred shares would be
presented in the separate, stand-alone financial statements of the
subsidiary and the parent and to what extent you believe those
presentations inform the classification in the consolidated entity
financial statements and why.
* Please discuss how you considered paragraph 254 of Statement of
Financial Accounting Concepts ("CON") 6 and whether you believe
that
the instrument is a minority interest as defined in that
Statement.
In your response, please evaluate both the ownership interest and
residual interest aspects of that definition.
* If the preferred shares meet the CON 6, paragraph 254 definition
of
minority interest, please discuss how you reconciled your current
presentation of those shares as equity in the parent`s
consolidated
financial statements with the parent company approach to
consolidation under U.S. GAAP.  In your response, please help us
understand whether the effect of your presentation is that you are
following an entity approach to consolidation and, if so, whether
you
believe as a general matter the entity approach is a permissible
approach to consolidation under U.S. GAAP.

* Please tell us how you considered the substantive business
purposes
of setting up the Canadian subsidiary and issuing preferred shares
of
that subsidiary in your analysis of the appropriate accounting for
the preferred shares.  That is, tell us why you believe it is
inappropriate to present legal-form equity issued by an entity for
a
substantive business purpose as equity of that entity.
* Please provide in sufficient detail your analysis under FIN 46R
and
why you believe that this literature supports your accounting
classification for the preferred shares as equity of the
consolidated
entity.  That is, if the FIN 46R model suggests that a controlling
financial interest does not exist, but the ARB 51/SFAS 94 voting
interest model confirms that a controlling financial interest does
exist, help us understand why you believe the analogy to FIN 46R
is
indicative or determinative of the appropriate classification of
the
subsidiary preferred stock in the parent`s consolidated financial
statements.

3. With a view towards understanding the potential implications of
the reclassification of the shares outside of equity in the
parent`s
consolidated financial statements, please describe for us the
potential accounting ramifications that could result from the
reclassification.  For example, it appears that net income would
differ as a result of the requirement to subtract the minority`s
interest in the results of operation in order to arrive at net
income.  In addition, it appears that there are embedded
derivatives
in the subsidiary preferred stock that may need to be bifurcated
under SFAS 133 from the host instrument if the preferred shares
are
not classified as equity.

4. If it is appropriate to classify the subsidiary preferred stock
within equity in the parent`s consolidated financial statements,
please provide us with your analysis under EITF Topic D-98 of
whether
the preferred shares should be classified in temporary equity as a
result of the variable rate conversion feature in 2020.  That is,
as
a result of this feature, it appears that the number of shares
issuable is indeterminate and therefore it is possible that the
company may need to seek shareholder approval to increase the
number
of authorized and unissued shares necessary to settle the
conversion
option.

5. Please provide a thorough analysis that helps us understand why
it
was appropriate to conclude that the fair value of the Series 1
preferred equaled the historical carrying value of the Global
preferred shares, both as of the date the Series 1 preferred
shares
were issued.  In your response, please consider the need to
address
the following points.

* Please tell us the significant terms of each instrument.  In
your
discussion, please be sure to address similarities as well as
differences.  You may refer to prior responses as appropriate.
* Please discuss the underlying rights of the holder of the
preferred
shares and compare those rights as they related to Global vs.
FuelCell, Ltd.  For example, we note that the preferred shares of
Global represented preferred shares of an entity with ongoing
operations and assets while the preferred shares of FuelCell Ltd.
represented preferred shares in a research and development entity.
* Please discuss the parent`s guarantee and when the guarantee was
issued.  Tell us whether there was an identical guarantee for the
preferred shares of Global.
* Please consider whether there are any other rights, whether
conveyed through the preferred stock instrument itself or through
other agreements, oral or written, that should be evaluated in
determining the valuation of the Series 1 preferred shares.
* Please discuss how you derived the discount rate of 13% used in
your initial valuation of the preferred shares of Global as of the
business combination acquisition date and why that same rate was
appropriate for valuing the preferred stock of FuelCell, Ltd at
the
date it issued the Series 1 preferred stock.  Explicitly identify
the
implicit risk premium in your response and explain why it is
appropriate.
* Please tell us what the 15% discount to the cumulative cash
flows
of your dividend stream represent in the valuation and why you
applied this discount.  Discuss whether or not this discount
essentially represents a probability weighting of the cash flow
stream.  That is, applying it as a reduction to the gross
contractual
cash flows of the preferred stock appears to suggest that the
company
believes there are possible scenarios under which it may not need
to
pay all of the contractual cash flows of the preferred stock.

      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 amendment and
responses
to our comments.

	You may contact me at 202.551.3604 if you have any questions.
You may also contact Angela Crane, Branch Chief, at 202.551.3554.

      Sincerely,

      Kate Tillan
      Assistant Chief Accountant

Joseph G. Mahler
FuelCell Energy Inc.
June 26, 2006
Page 5

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Mail Stop 6010
May 25, 2006

VIA U.S. MAIL AND FACSIMILE 203.462.7599

Mr. Joseph G. Mahler
Senior Vice President and Chief Financial Officer
FuelCell Energy Inc.
3 Great Pasture Road
Danbury, Connecticut 06813

Re: FuelCell Energy Inc.
  Form 10-K for the Year Ended October 31, 2005
Filed January 17, 2006
File No. 001-14204

Dear Mr. Mahler:

We have reviewed your response dated May 5, 2006 and filing and have the
following comments.  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 re view 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.

Joseph G. Mahler
FuelCell Energy Inc.
May 25, 2006 Page 2
Form 10-K for the Year Ended October 31, 2005

Financial Statements

Consolidated Balance Sheets, page 67

Note 12. Shareholders’ Equity, page 85

1. Please refer to prior comment 4.  Please respond to the following comments with
respect to your Series 1 pref erred shares of subsidiary:

⋅ Please disclose in future filings the significant term s of the dividend
payments.  For example, in your re sponse you state that, at your option,
you may pay the dividends and accrued in terest in cash or common shares.
You also state that the shares issuab le may be unregistered.  Please also
disclose how you determine the number of shares so issuable, similar to your response.
⋅ We note from your response that you are accreting the discount on the
Series 1 preferred stock under SAB Topi c 3(c), Question 1.  You state that
the “mandatory redemption amount for the Series 1 Preferred shares is
Cdn., $25.0 million.”  While we noted no discussion of a mandatory redemption requirement for the preferre d stock in your disclosure, if the
stock is mandatorily redeemable then please provide us with you analysis
of this instrument under SFAS 150.  If the instrument is not mandatorily
redeemable, please provide us with y our analysis of th e instrument under
EITF Topic D-98 for any conditional rede mption features.  Include in that
analysis both your classification and measurement of the instrument.
⋅ We note your response, including the lis t of five factors on page 11 of
your response that you considered in  determining that you should account
for the preferred shares of subsidiary as shares of your stock and dividends on those shares as your dividends.  While you acknowledge that GAAP requires preferred stock in subsidiari es that is not held by the parent
company to be accounted for as a minor ity interest, you believe that these
factors override that conclusion in GAAP and should be considered since the substance of the transaction is di fferent than its form.  Please provide
us with additional information about your analysis of each of those factors and why each factor represents a unique circumstance that is not
contemplated by and consistent with the classification and accounting for
those shares under Rule 5-02.27.  Include any additional accounting literature that you relied upon in analysis.

Joseph G. Mahler
FuelCell Energy Inc.
May 25, 2006 Page 3

Draft Amendment No.1 to Form 10-Q for th e Quarterly Period Ended January 31, 2006

Consolidated Balance Sheets, page 3

2. We note that the amounts for redeemable  preferred stock, additional paid-in
capital and total shareholders ’ equity have been revised to reflect the correction of
an error in the classification of your Se ries B preferred stock.  As such, the
column heading for each period should be  properly labeled to reflect that the
amounts are revised from your previo usly filed financial statements.

3. Please tell us and disclose how you are va luing the redeemable preferred stock.
Refer to paragraphs 15 – 16 of EITF D-98.  In this regard, we note that the net
proceeds from the sale of the preferred shares was $99 million based upon the disclosure on page 85 of your October 31, 2005 Form 10-K.  Please tell us how
the value of the preferred shares wa s accreted to the redemption value of
$105,875,000 and where the accretion is reflected in your determination of the net loss to common shareholders.  Refer to paragraph 18 of EITF Topic D-98.

Note 1. Summary of Significant Accounting Policies, page 6

Reclassification of Series B Cumulative Convertible Perpetual Preferred Stock, page 7

4. Please disclose the events which constitute a fundamental change.  For example, we note that the termination of trad ing of shares of common stock is a
fundamental change.  Your current disclo sure states that the redemption may only
occur upon a “fundamental change in control.”  Please clarify.

Joseph G. Mahler
FuelCell Energy Inc.
May 25, 2006 Page 4

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease 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 amendmen t and responses to our comments.

 You may contact Julie Sherman, Staf f Accountant, at 202.551.3640 or me at
202.551.3604 if you have any questions.  You may also contact Angela Crane, Branch
Chief, at 202.551.3554.

Sincerely,

Kate Tillan
Assistant Chief Accountant

CORRESP
1
filename1.htm

              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

    June
      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 our conference call with you on June 6, 2006.
      We appreciate that you took the time to discuss the remaining issues with us
      on
      the conference call and we believe it was helpful in formulating this response.

    Based
      on
      that call, we believe there are two remaining issues which relate to the
      Company’s Series I Preferred Shares. Specifically, you have asked the Company to
      (1) further discuss the accounting treatment for the accretion of these
      preferred shares and (2) provide additional analysis regarding the
      classification of the preferred shares of subsidiary and the relationship to
      the
      parent company. The Company’s responses are as follows:

              (1)

              Accounting
                treatment for accretion of discount related to Series 1 Preferred
                Shares.

    FuelCell
      Energy, Inc. (“FuelCell” or the “Company”) advises the Staff that it acquired
      the Series I Preferred Shares through a business combination. In valuing this
      security, the Company followed Statement of Financial Accounting Standard No.
      141, “Business Combinations” (“SFAS 141”). 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
      assumed conversion of the securities in 2020.
      Implicit
      in this valuation are certain assumptions regarding the timing of dividend
      payments, accrued interest and conversion of the securities. At the time of
      the
      business combination, the fair value (at present value) of the Series 1
      Preferred Shares was determined to be $9.1 million.

      Ms.
        Kate
        Tillan

      Securities
        and Exchange Commission

      June
        9,
        2006

      Page
        2

    In
      order to value this instrument subsequent to the date of the business
      combination, FuelCell advises the Staff that it is accreting the discounted
      value of the Series Preferred Shares over the assumed life of the securities
      utilized in estimating the future cash flows.
      The
      Company has previously provided the Staff with the Series 1 Preferred Shares
      amortization schedule. As FuelCell is in a retained deficit position, the
      Company accretes the discount by making a charge against APIC.

    Quarterly
      dividends of Cdn.$312,500 accrue on the Series 1 Preferred Shares. These are
      reflected as a component of “Preferred stock dividends” in calculating “Loss to
      common shareholders” on the Company’s Consolidated Statement of
      Operations.

    In
      determining the proper accounting for the fair value of the Series 1 Preferred
      Shares, the Company considered the following:

              ·

              The
                Company considered whether or not to accrete the discounted cash
                flows. It
                was determined that consistent with accounting for other instruments
                carried at fair value based on discounted cash flows, that accreting
                to
                the gross fair value based on total estimated cash flows through
                2020 (the
                assumed life of the securities) was the best approach to valuing
                this
                security going forward and is the most meaningful presentation of
                those
                shares to the readers of the Company’s consolidated financial statements.

              ·

              In
                determining how to account for the accretion, the Company followed
                guidance by Staff Accounting Bulletin (“SAB”) Topic 3C Question 1, which
                the Company believes applies to its circumstances. The Company advises
                the
                Staff that upon the codification of Topic.3.C as a component of SAB
                68,
                Topic 5, “Miscellaneous Accounting”, the Staff clarified the guidance by
                noting that it applied to both redeemable and non redeemable equity
                capital. In this codification, the Staff states that “the Staff believes
                that the requirement to recognize the effective periodic cost of
                capital
                applies to nonredeemable preferred stocks because, for that purpose,
                the
                distinction between debt capital and preferred equity capital (whether
                redeemable or nonredeemable) is irrelevant from the standpoint of
                common
                stock interests.”

        Ms.
          Kate
          Tillan

        Securities
          and Exchange Commission

        June
          9,
          2006

        Page
          3

    FuelCell
      believes that it has followed GAAP in accounting for both the fair value of
      the
      Series 1 Preferred Shares at the date of the business combination as well as
      the
      subsequent accretion of the discounted cash flows implicit in that valuation.

              (2)

              Analysis
                supporting the classification of Series 1 Preferred Shares and the
                relationship to the parent
                company.

    FuelCell
      advises the staff that both the Company and the holder of the Series 1 Preferred
      Shares, Enbridge Inc. (“Enbridge”), view this security being an equity
      instrument issued by the parent company, FuelCell Energy, Inc. This is evidenced
      by the terms and characteristics of the Series 1 Preferred Shares. The party
      bearing the ultimate economic responsibility of these shares to Enbridge, is
      FuelCell and not FuelCell Energy, Ltd. Although Enbridge has a claim on the
      assets of the issuing subsidiary, FuelCell
      Energy, Ltd., Enbridge
      cannot prohibit the Company from transferring assets out of FuelCell Energy,
      Ltd. at any time, which in substance nullifies any real underlying claim to
      the
      assets of FuelCell Energy, Ltd.. The covenants or other contractual provisions
      typically protecting a preferred security holder by prohibiting an issuer from
      undertaking specified actions to the detriment of that holder are entirely
      absent from the terms and conditions of the Series I Preferred Shares.
      Accordingly, FuelCell Energy has depleted the majority of the assets previously
      held by FuelCell Energy, Ltd. as allowed by the agreement. As of October 31,
      2005 there were nominal net assets remaining in FuelCell Energy,
      Ltd.

    FuelCell
      advises the Staff that it had originally considered issuing the Series 1
      Preferred Shares at the parent company level (i.e., FuelCell). In the absence
      of
      the request made by Enbridge to issue such shares by a Canadian entity to
      provide Enbridge with certain tax advantages, the Series 1 Preferred Shares
      would have been equity issued by FuelCell, and accounted for as such.

        Ms.
          Kate
          Tillan

        Securities
          and Exchange Commission

        June
          9,
          2006

        Page
          4

    The
      Company, after consultation with its Independent Registered Public Accounting
      Firm, has considered whether the issuance of the Series 1 Preferred Shares
      out
      of the Company’s wholly-owned subsidiary. (FuelCell Energy, Ltd.) should change
      the underlying substance and accounting of this transaction. The Company has
      also considered specific accounting literature in approaching the “substance
      over form” accounting conclusion including SEC Rule 3A-02 and Concepts Statement
      #2 (“Concept #2”).

    In
      analyzing whether substance over form should dictate the accounting for this
      transaction or if the Series 1 Preferred Shares should be accounted for as
      minority interest in accordance with Rule 5-02.27, FuelCell considered several
      factors including the terms of the Series 1 security and the economic substance
      of Enbridge’s ownership interest in the consolidated company. A key
      consideration in this analysis was the fact that FuelCell Energy, Ltd. can
      be
      liquidated by FuelCell and that FuelCell can remove the assets of FuelCell
      Energy, Ltd. without any requirement for approval from the Series 1 holder.
      This
      indicates that such holder does not have a substantive ownership claim on the
      assets of the entity to which its legal ownership interest pertains. This is
      not
      consistent with what would be expected from a traditional minority interest
      holder in an entity requiring accounting in accordance with Rule
      5-02.27.

    In
      addition, the Series 1 Preferred Shares are convertible into FuelCell common
      stock. This characteristic has been included in the Series 1 Preferred Shares
      as
      a mechanism to compensate for the Series 1 holder’s lack of protection vis-à-vis
      its interest in FuelCell Energy, Ltd. and is further evidence that the Series
      1
      holder is more akin to an equity holder of FuelCell, rather than a minority
      interest holder in FuelCell Energy, Ltd., which would require accounting in
      accordance with Rule 5-02.27.

    Finally,
      FuelCell guarantees the obligations to the Series 1 Preferred shareholder.
      This
      guarantee, which has also been provided to the Series 1 holder as a mechanism
      to
      compensate for the lack of protection to the Series 1 holder with respect to
      its
      stated interest in FuelCell Energy, Ltd., indicates which entity is the ultimate
      obligor and is not consistent with the concept of a holder of minority interest
      of FuelCell Energy, Ltd.

        Ms.
          Kate
          Tillan

        Securities
          and Exchange Commission

        June
          9,
          2006

        Page
          5

    Based
      on
      the Company’s analysis and consideration of all the facts and circumstances of
      this transaction, the Company believes that presentation of the Series 1
      Preferred Shares as permanent equity of the parent is the most meaningful
      presentation of those shares to the readers of the Company’s consolidated
      financial statements and best reflects the substance of the Series 1 Preferred
      shareholder’s ownership interest in the consolidated organization.

    FuelCell
      acknowledges the following:

              -

              FuelCell
                is responsible for the adequacy and accuracy of the disclosure 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 the
                FuelCell’s Form 10-K for the year ended October 31, 2005;
                and

              -

              FuelCell
                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.

    Sincerely,

    /s/
      Richard A. Krantz

    Richard
      A. Krantz

    cc:
      Joseph G. Mahler

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

    June
      1,
      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 May 25, 2006 to Joseph G.
      Mahler, Senior Vice-President and Chief Financial Officer of FuelCell Energy,
      Inc. (“FuelCell” or the “Company”). 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

    Note
      12. Shareholders’ Equity, page 85

            1.

              FuelCell
                acknowledges the Staff’s comments and the responses below correspond to
                each of the Staff’s bulleted items.

            ·

              FuelCell
                refers the Staff to Note 8 of the Notes to Consolidated Financial
                Statements in the proposed amended Form 10-Q/A at Appendix A. The
                information requested by the Staff has been added to the disclosure
                of the
                terms of the Series 1 Preferred stock.

    Ms.
      Kate
      Tillan

    Securities
      and Exchange Commission

    June
      1,
      2006

    Page
      2

            ·

              FuelCell
                acknowledges the Staff’s comment and provides clarification to its
                previous response number 4. The Series 1 Preferred shares do not
                contain
                any mandatory or conditional redemption features. As such, SFAS 150
                and
                EITF Topic D-98 do not apply. The redemption terms of the Series
                1
                Preferred shares are only at the option of and solely within the
                control
                of FuelCell Energy, Ltd. Holders of these shares have no redemption
                rights
                under any circumstance. FuelCell refers the Staff to Note 8 of the
                Notes
                to Consolidated Financial Statements in the proposed amended Form
                10-Q/A
                at Appendix A for additional disclosures included under the redemption
                terms of the Series 1 Preferred shares.

            ·

              FuelCell
                advises the Staff that it had considered issuing the Series 1 Preferred
                shares at the parent company level (i.e., FuelCell). As evidenced
                by the
                terms and characteristics of the Series 1 Preferred shares, the party
                bearing the ultimate economic responsibility of these shares to the
                holder, Enbridge Inc. (“Enbridge”), is FuelCell and not FuelCell Energy,
                Ltd. In the absence of the request made by Enbridge to issue such
                shares
                by a Canadian entity to provide Enbridge with certain tax advantages,
                the
                Series 1 Preferred shares would have been equity issued by FuelCell,
                and
                accounted for as such.

    FuelCell,
      after consultation with its Independent Registered Public Accounting Firm,
      has
      considered whether the issuance of the Series 1 Preferred shares out of a
      wholly-owned subsidiary of FuelCell Energy, Inc. (FuelCell Energy, Ltd.) should
      change the underlying substance and accounting of this transaction. The specific
      accounting literature considered by FuelCell in approaching the “substance over
      form” accounting conclusion were SEC Rule 3A-02 and Concepts Statement #2
      (“Concept #2”). Although Rule 3A-02 does not list specific criteria that needs
      to be considered in determining whether an entity should be consolidated, it
      emphasizes the need to consider substance over form to determine appropriate
      consolidation policy and that such determination requires the use of judgment
      by
      registrants and their independent accountants. It states “in deciding upon
      consolidation policy, the registrant must consider what financial presentation
      is most meaningful in the circumstances and should
      follow in the consolidated financial statements principles of inclusion or
      exclusion which will clearly exhibit the financial position and results of
      operations of the registrant.”
      FuelCell also considered Concept #2, which defines “representational
      faithfulness as correspondence or agreement between a measure or description
      and
      the phenomenon
      it purports to represent.”
      FuelCell believes that the underlying substance of the Series 1 Preferred share
      transaction represents the issuance of equity at the parent company
      level.

    Ms.
      Kate
      Tillan

    Securities
      and Exchange Commission

    June
      1,
      2006

    Page
      3

    In
      analyzing whether substance over form should dictate the accounting for this
      transaction or if the Series 1 Preferred shares should be accounted for as
      minority interest in accordance with Rule 5-02.27, the five criteria listed
      below were identified as specific characteristics of the issuance that indicate
      that the underlying substance of the transaction was more akin to FuelCell
      issuing the Series 1 Preferred shares, rather than FuelCell Energy,
      Ltd.

    (1)
      FuelCell pays the dividends on such shares since there are no ongoing operations
      or sufficient assets of FuelCell Energy, Ltd. or requirements to have sufficient
      assets of FuelCell Energy, Ltd. to pay the dividend.

    FuelCell
      analysis–
      the fact that
      FuelCell Energy, Ltd. can be liquidated by FuelCell without any requirement
      for
      approval from the Series 1 holder indicates that such holder ultimately is
      not
      concerned about the asset levels in the very entity in which it retains an
      ownership interest. This is not consistent with what would be expected from
      a
      traditional minority interest holder in an entity requiring accounting in
      accordance with Rule 5-02.27.

    (2)
      The
      Series 1 Preferred shares are convertible into FuelCell common stock.

    FuelCell
      analysis –
      this characteristic is further evidence that the Series 1 holder is more akin
      to
      an equity holder of FuelCell, rather than a minority interest holder in FuelCell
      Energy, Ltd., which would require accounting in accordance with Rule
      5-02.27.

    Ms.
      Kate
      Tillan

    Securities
      and Exchange Commission

    June
      1,
      2006

    Page
      4

    (3)
      FuelCell guarantees the obligations to the Series 1 Preferred
      shareholders.

    FuelCell
      analysis –
      this guarantee provided to the Series 1 holder indicates which entity is the
      underlying obligor and is not consistent with the concept of a holder of
      minority interest of FuelCell Energy, Ltd.

    (4)
      The Series 1 Preferred shares have a priority claim over the Company’s other
      equity holders on the assets of FuelCell in the event of liquidation or
      dissolution of FuelCell.

    FuelCell
      analysis –
      this priority claim in the assets of FuelCell provided to the Series 1 holder
      indicates which entity is the underlying obligor to the Series 1 holder and
      is
not consistent with the concept of a holder of a minority interest only in
      FuelCell Energy, Ltd. requiring accounting in accordance with Rule 5-02.27.
      This
      analysis is also consistent with the guidance in paragraph 5 of EITF D-98,
      which
      states that “ordinary liquidation events, which involve the redemption and
      liquidation of all equity securities, should not result in a security being
      classified outside of permanent equity.”

    (5)
      The
      Series 1 Preferred shares have a senior claim on the assets of FuelCell Energy,
      Ltd. However, FuelCell is not prohibited and approval is not required from
      the
      Series 1 holders under the terms of Series 1 Preferred shares from transferring
      the assets of FuelCell Energy, Ltd. to FuelCell.

    FuelCell
      analysis –
      the absence of a claim on the assets of the specific entity being invested
      in
      (FuelCell Energy, Ltd.) does not appear to be consistent with what would be
      expected from a true minority interest holder in FuelCell Energy, Ltd.

    Based
      on
      the above analysis and consideration of all the facts and circumstances of
      this
      transaction, the Company believes that the most meaningful presentation of
      the
      Series 1 Preferred shares for readers of its financial statements is to assume
      that such shares were issued by FuelCell, rather than FuelCell Energy, Ltd.

    Ms.
      Kate
      Tillan

    Securities
      and Exchange Commission

    June
      1,
      2006

    Page
      5

    Draft
      Amendment No. 1 to Form 10-Q for the Quarterly Period Ended January 31,
      2006

    Consolidated
      Balance Sheets, page 3

            2.

              FuelCell
                refers the Staff to the Consolidated Balance Sheet in the proposed
                amended
                Form 10-Q/A at Appendix A. The column headings for each period have
                been
                labeled as “Revised”.

            3.

              FuelCell
                acknowledges the Staff’s comment and advises the Staff that FuelCell has
                further reviewed paragraph 15 of EITF D-98 and concluded that the
                fair
                value of the Series B preferred stock at the date of issuance was
                $98,990,000 (gross proceeds of $105,875,000, less issuance costs
                of
                $6,885,000). Accordingly, FuelCell has revised the Consolidated Balance
                Sheet in the proposed amended Form 10-Q/A at Appendix A.

    FuelCell
      further advises the Staff that, in accordance with paragraph 15 of EITF D-98,
      it
      has evaluated the probability of redemption and concluded that it is not
      probable at this time that the security will become redeemable, which can only
      occur upon a fundamental change. As a result, the value of these preferred
      shares would not be adjusted until such time that a fundamental change, as
      defined, becomes probable. In accordance with paragraph 15 of EITF D-98,
      FuelCell has included disclosure in Note 1 and Note 8 of Notes to Consolidated
      Financial Statements in the proposed amended Form 10-Q/A at Appendix A stating
      that redemption at this time is not considered probable.

    Note
      1. Summary of Significant Accounting Policies, page 6

    Reclassification
      of Series B Cumulative Convertible Perpetual Preferred Stock, page
      7

            4.

              FuelCell
                refers the Staff to Note 8 of the Notes to Consolidated Financial
                Statements in the proposed amended Form 10-Q/A at Appendix A. Additional
                disclosure has been included with regard to the events that constitute
                a
                fundamental change and to clarify that shares of the Series B Preferred
                shares will not be redeemable by FuelCell, except in the case of
                a
                fundamental change whereby holders may require FuelCell to purchase
                all or
                part of their shares at a redemption price equal to 100% of the
                liquidation preference of the shares of Series B preferred stock
                to be
                repurchased, plus accrued and unpaid dividends, if any.

    Ms.
      Kate
      Tillan

    Securities
      and Exchange Commission

    June
      1,
      2006

    Page
      6

    FuelCell
      acknowledges the following:

            -

              FuelCell
                is responsible for the adequacy and accuracy of the disclosure 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 the
                FuelCell’s Form 10-K for the year ended October 31, 2005;
                and

            -

              FuelCell
                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.

    Sincerely,

    /s/
      Richard A. Krantz

    Richard
      A. Krantz

    cc:
      Joseph G. Mahler

    Appendix
      A

    UNITED
      STATES

    SECURITIES
      AND EXCHANGE COMMISSION

    Washington,
      D.C. 20549

    Form
      10-Q/A

              x

              Quarterly
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934

    for
      the quarterly period ended January 31, 2006

    or

              o

              Transition
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934

    for
      the transition period from
      to

    Commission
      File Number 1-14204

    FUELCELL
      ENERGY, INC.

    (Exact
      name of Registrant as Specified in its Charter)

              Delaware

              06-0853042

              (State
                of Incorporation)

              (I.R.S.
                Employer Identification Number)

    3
      Great Pasture Road

    Danbury,
      Connecticut 06813

    (Address
      of Principal Executive Offices)

    Telephone
      (203) 825-6000

    Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x  No  o

    Indicate
      by check mark whether the Registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Act). Yes x  No o

    Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Act). Yes  o No  x

    Securities
      registered pursuant to Section 12(b) of the Act: None

    Securities
      registered pursuant to Section 12(g) of the Act:

    Common
      Stock, par value $.0001 per share, outstanding at March 8, 2006: 48,858,396.

    Explanatory
      Note

    This
      Form

Mail Stop 6010

March 31, 2006

VIA U.S. MAIL AND FAX (203) 825-6100

Mr. Joseph G. Mahler
Senior Vice President and Chief Financial Officer
Fuelcell Energy, Inc.
3 Great Pasture Road
Danbury, Connecticut 06813

 Re: Fuelcell Energy, Inc.
  Form 10-K for the year ended October 31, 2005
  Filed January 17, 2006
  File No. 001-14204

Dear Mr. Mahler:

We have reviewed your response filed March 9, 2006 and have the following comments.
We have limited our review to only your financ ial statements and related disclosures and will
make no further review of your documents. In our  comments, we asked you to provide us with
supplemental information so we may better unders tand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirem ents 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 comment or on any other aspect  of our review.  Feel free to call us at the
telephone numbers listed at the end of th is letter.

Mr. Joseph G. Mahler
Fuelcell Energy, Inc.
March 31, 2006 Page 2
Form 10-K for the year ended October 31, 2005

Financial Statements

Consolidated Balance Sheets, page 67

1. Please refer to our prior comment 1.  We not e that under Section 11(g) of your Amended
Certificate of Designation for the 5% Series B cumulative convertible perpetual preferred stock that your option to pa y the redemption amount of the stock is conditioned upon the
stock being registered under the Securities Act and eligible for immediate sale in the
public market by non-affiliates of your company.  As such, please tell us in more detail
how you were able to conclude that the sh ares should not be re flected as temporary
equity under EITF Topic D-98.

2. Additionally, we note that if you redeem the preferred stock in shares of your common
stock the redemption amount is based upon a di scount of 5% from the market price of
your common stock.  Please provide us with your consideration of whether the put option
should be separated from the host contract under SFAS 133 and EITF 00-19.

3. Please also tell us your consideration of EITF 03-6, Participating Securities and the Two-
Class Method under FASB Statement No. 128 .

Note 12. Shareholders’ Equity, page 85

4. Please refer to prior comments 2, 3 and 5.  We note that you classified the Series 1
preferred shares of your subsidiary w ithin equity because of the following:

⋅ You own 100% of the voting equity in Fu elCell Energy, Ltd., the issuer of the
preferred shares.
⋅ There are no voting minority interest holders.
⋅ The preferred shares are convertible into common stock at the option of FuelCell.
⋅ The preferred shareholders do not share in either the earnings of FuelCell or
FeulCell Energy, Ltd.

As such, you do not reflect these shares as a minority interest and exclude the amount from your consolidated shareholders’ equit y.  And dividends on th e preferred stock are
not charged to expense (minority  interest in income of subs idiary) in your consolidated
statements of operations.

Please respond to the following comments:

⋅ Please tell us and disclose in future filings  all of the significant terms of the Series
1 preferred stock, including all of the condi tions that may result in adjustments to
the conversion rate.

Mr. Joseph G. Mahler
Fuelcell Energy, Inc.
March 31, 2006 Page 3
⋅ Please revise future filings to disclo se the valuation method and significant
assumptions, including discount rates, unde rlying your valuation of the preferred
stock.

⋅ Please reconcile your statement that the pr eferred shares are convertible at your
option with the disclosure on page 87 stating that the shares are convertible at the
option of the holder.

⋅ Please reconcile your statement that the sh areholders do not shar e in earnings of
FuelCell or FuelCell Energy, Ltd. with the disclosure on page 87 stating that you
are required to pay/accrue quarterly dividends of C$312,500.

⋅ Please provide us with the conceptual support in U.S. accounting literature for
your classification of the preferred shares  and the related dividends and discuss
how you considered Rule 5-02.27 of Regul ation S-X.  Discuss whether the
accounting would be different if you were  to account for FuelCell Energy under
the equity method.  That is, discuss whethe r your equity in the income of FuelCell
would be computed after providing for the dividends to outside preferred
shareholders of that subsidiar y.  See paragraph 19(k) of APB 18.

⋅ Please tell us the nature of the assets  and operations of FuelCell Energy, Ltd.
Discuss whether the preferred shareholders of this subsidiary have a senior claim
on its assets.

⋅ With respect to the fair value discount,  it appears that you “accrete” the discount
by debiting APIC and crediting preferre d stock.  Please discuss why you believe
that this method is appropriate by ci ting the accounting literature upon which you
relied and how you applied that literatu re to your facts and circumstances.

⋅ Tell us and disclose how you determine the number of shares to be issued when
the dividends are paid in sh ares.  Tell us whether those shares must be registered
and readily marketable.

⋅ Please show us your calculations and journa l entries with respect  to these shares
and the accretion of fair value and divi dends.  Please explain how you calculated
the amounts.  Please reconcile to your  October 31, 2005 and January 31, 2006
financial statements and the amount of di vidends reflected in those statements.

5. Please refer to our prior comment 4. We s ee that you cancelled the Series 2 Preferred
shares and replaced them with equivalent Se ries 1 Preferred Shares. Please tell us how
you effected the cancellation.  For example, tell us whether you redeemed the Series 2
Preferred Shares and then subsequently issued the Series 1 Preferred Shares.  In addition,
tell us how you determined the value of the Series 1 Preferred Shares on the date of
issuance.  We note your reference to SFAS 141 fo r the valuation of th e Series 1 preferred

Mr. Joseph G. Mahler
Fuelcell Energy, Inc.
March 31, 2006 Page 4
shares.  Explain why SFAS 141 applies to the Series 1 issuance in May 2004 for your acquisition of Global in November 2003.  It a ppears that SFAS 141 was inly applicable to
the Series 2 preferred shares.  Please also  address the rights and obligations of each
series.  Discuss whether the Series 2 preferre d shares were for stoc k of your subsidiary,
Global, or you.  Explain why you transferred the assets to FuelCell Energy, Ltd. and why
they issued the Series 1 pr eferred shares instead of you.

Item 9A. Controls and Procedures, page 98

6. Please refer to prior comment 6.  We note your proposed disclosure that your "principal
executive officer and principal financial o fficer 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 information required to be included in [y]our periodic SEC reports."  Please note th at all language that appears following the
word "effective" must be consistent with th e language that appear s in the definition of
"disclosure controls and procedures" set forth in Rule 13a-15(e) of the Exchange Act.
Since you disclose that your disclo sure controls and procedures are designed to  provide
reasonable assurance of achie ving their objectives, your pr incipal executive officer and
principal financial officer shoul d continue to conclude whet her the disclosure controls
and procedures are effective at that reasonabl e assurance level.  Please refer to Section
II.F.4 of Management’s Reports on Internal C ontrol Over Financial Reporting and
Certification of Disclosure in  Exchange Act Periodic Reports , SEC Release No. 33-8238,
available on our website at <
http://www.sec.gov/rules/final/33-8238.htm >.  Please
similarly revise your Form 10-Q for th e quarterly period ended January 31, 2006.

Acknowledgements

7. We note that you did not provide  the three acknowledgements requested at the end of our
prior letter dated February 10, 2006.  Please provide all three acknow ledgements in the
form previously requested.  In that letter we ask that when res ponding to our comments
you provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

‚ 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.

As appropriate, please respond to these comments within 10 business days or tell us when

Mr. Joseph G. Mahler
Fuelcell Energy, Inc.
March 31, 2006 Page 5
you will provide us with a response.  Please furnis h a cover letter that keys your responses to our
comments and provides any requested supplemental information.  Detailed cover letters greatly
facilitate our review.  Please file your cover letter on EDGA R as correspondence.  Please
understand that we may have additional comments after reviewing your responses to our comments.

You may contact Julie Sherma n, Staff Accountant, at (202)  551-3640 or me at (202) 551-
3604 if you have any questions regarding these comments.  In this regard, do not hesitate to contact Martin James, Senior Assist ant Chief Accountant, at (202) 551-3671.

        S i n c e r e l y ,

        K a t e  T i l l a n
        Assistant Chief Accountant

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

    May
      5,
      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 March 31, 2006 to Joseph
      G.
      Mahler, Senior Vice-President and Chief Financial Officer of FuelCell Energy,
      Inc. (“FuelCell” or “the Company”). 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
                Company acknowledges the Staff’s comment and upon further analysis of (1)
                the guidance provided by EITF D-98 and (2) by analogy to the
                guidance provided by EITF 00-19 related to the delivery of registered
                shares in paragraphs 14 and 18, the Company believes that classification
                of its Series B preferred stock in temporary equity would be consistent
                with this accounting literature. The Company proposes to reclassify
                the
                Series B preferred stock into temporary equity by amending its most
                recently filed Form 10-Q for the period ended January 31, 2006 and
                in
                future filings. The proposed amended Form 10-Q/A has been included
                at
                Appendix A for the Staff’s reference.

          Ms.
            Kate Tillan

          Securities
            and Exchange Commission

          May
            5, 2006

          Page
            2

    In
      arriving at the conclusion to reclassify the balance by amending its first
      quarter 2006 Form 10-Q (as opposed to a restatement of the fiscal 2005 10-K),
      management reviewed the accounting, historical disclosures and proposed
      accounting changes with the Company’s Independent Registered Public Accounting
      Firm. In addition, management has analyzed the materiality of this
      reclassification in accordance with SAB 99, Topic M, and does not believe it
      would be considered significant to the users of its financial statements.

    SAB
      99
      states that the FASB rejected a formulaic approach to discharging the onerous
      duty of making materiality decisions. SAB 99 goes on to state that “magnitude by
      itself, without regard to the nature of the item and the circumstances in which
      the judgment has to be made, will not generally be a sufficient basis for a
      materiality judgment.” SAB 99 defines materiality as “the omission or
      misstatement of an item in a financial report is material if, in the light
      of
surrounding
      circumstances,
      the
      magnitude of the item is such that it is probable
      that the judgment of a reasonable person relying upon the report would have
      been
      changed or influenced by
      the
      inclusion or correction of the item.”

    Assessment
      of Surrounding Circumstances:

    Management
      notes that Note 12 (Shareholders’ Equity) of the Notes to Consolidated Financial
      Statements in the Form 10-K discloses the conversion characteristics of the
      Series B preferred stock, which includes a paragraph stating that if there
      is a
      fundamental change in the ownership or control of the Company, that holders
      may
      require the Company to purchase their shares at a redemption price of 100%
      of
      the liquidation preference, which is stated as $1,000 per share. Additionally,
      in the first quarter Form 10-Q, the Company started disclosing on the face
      of
      the balance sheet that the Series B preferred stock contains a liquidation
      preference of $105,875,000. Finally, the Company has previously publicly filed
      the complete Certificate of Designation for the Series B preferred stock as
      an
      exhibit to the S-1 registering the Series B preferred shares. Thus, we believe
      that an investor in the Company would have public access to all of the terms
      and
      conditions of the Series B security. A reclassification on the financial
      statements does not, in management’s view, provide any additional information
      not already available to investors.

          Ms.
            Kate Tillan

          Securities
            and Exchange Commission

          May
            5, 2006

          Page
            3

    Management
      also analyzed the following considerations outlined within SAB 99:

            ·

              Consideration
                -
                whether the misstatement arises from an item capable of precise
                measurement or whether it arises from an estimate and, if so, the
                degree
                of imprecision inherent in the
                estimate.

    Management
      response
      - not
      applicable, this is a reclassification of amounts properly calculated and
      included in the balance sheet, rather than an error in calculation.

            ·

              Consideration
                -
                whether the misstatement masks a change in earnings or other
                trends.

    Management
      response
      - not
      applicable, this is a balance sheet reclassification and does not impact
      earnings or other trends.

            ·

              Consideration
                -
                whether the misstatement hides a failure to meet analysts’ consensus
                expectations for the enterprise.

    Management
      response
      - not
      applicable, this is a balance sheet reclassification and does not impact
      analysts’ consensus expectations for the enterprise.

            ·

              Consideration
                -
                whether the misstatement changes a loss into income or vice
                versa.

    Management
      response
      - not
      applicable, this is a balance sheet reclassification and does not impact the
      income statement.

            ·

              Consideration
                -
                whether the misstatement concerns a segment or other portion of the
                registrant’s business that has been identified as playing a significant
                role in the registrant’s operations or
                profitability.

    Management
      response
      - not
      applicable, this is a reclassification of preferred stock and does not impact
      the earnings or financial condition of any one portion of the Company’s
      business.

            ·

              Consideration
                -
                whether the misstatement affects the registrant’s compliance with
                regulatory requirements.

            Ms.
              Kate Tillan

            Securities
              and Exchange Commission

            May
              5, 2006

            Page
              4

    Management
      response
      - not
      applicable, management is not aware of any regulatory requirements that this
      reclassification would affect.

            ·

              Consideration
                -
                whether the misstatement affects the registrant’s compliance with loan
                covenants or other contractual
                requirements.

    Management
      response
      - not
      applicable, the Company does not have any loan covenants or other contractual
      requirements that would be impacted by this type of reclassification.

            ·

              Consideration
                -
                whether the misstatement has the effect of increasing management’s
                compensation - for example, by satisfying requirements for the award
                of
                bonuses or other forms of incentive
                compensation.

    Management
      response
      - not
      applicable, management’s compensation is not tied to shareholders’
equity.

            ·

              Consideration
                -
                whether the misstatement involves concealment of an unlawful
                transaction.

    Management
      response
      - not
      applicable, this reclassification does not involve an unlawful
      transaction.

    Probability
      that the judgment of a reasonable person relying upon the report would have
      been
      changed or influenced:

    Management
      does not believe that users of the Company’s financial statements would be
      influenced by this type of balance sheet reclassification, which is contingent
      upon a remote event (fundamental change) that would most likely take the form
      of
      a business combination and conversion of the Company’s outstanding shares,
      rather than a full liquidation of assets. Due to the Company’s relatively early
      stage of development, the numerous risks involved when investing in such an
      early stage company still trying to commercialize its technology, and limited
      access to debt markets, management does not believe a reasonable person relying
      on the Company’s financial report would be influenced by a misclassification of
      the Series B preferred stock. In the event an investor was concerned about
      the
      liquidation preferences of the Company’s various stakeholders, management
      believes that adequate disclosure was available in Note 12 to the Form 10-K
      report to understand the conversion characteristics of the Series B preferred
      stock. Management believes that investors are primarily concerned with the
      Company reducing product costs, increasing order volume, ensuring the
      reliability of its power plants, and meeting customer expectations for our
      products.

          Ms.
            Kate Tillan

          Securities
            and Exchange Commission

          May
            5, 2006

          Page
            5

    Furthermore,
      in the case of a debtors’ or potential debtor’s reliance on the Company’s
      financial statements, the Series B preferred stock ranks junior to all existing
      and future debt obligations with respect to rights upon any potential
      liquidation. The Company currently has minimal debt obligations primarily
      related to a State of Connecticut economic development loan of less than
      $900,000.

    Conclusion

    Based
      on
      the considerations noted above in accordance with the guidance provided in
      SAB
      99 Topic 1M, management’s assessment is that reclassification of the Series B
      preferred stock to redeemable preferred stock (outside the general heading
      of
      stockholders’ equity) would not be considered material for the readers of the
      Company’s financial statements.

    The
      Company would also like to advise the Staff that it filed a Form 8-K
      on April 27, 2006 to disclose that 39,755 shares of Series B preferred stock
      were converted into 3,383,403 shares of FuelCell common stock during the month
      of April. As a result of this conversion, 66,120 shares of Series B preferred
      stock remained outstanding. Accordingly, this conversion will be reflected
      in
      the Company’s Form 10-Q for the period ended April 30, 2006 as a reduction in
      the Series B preferred stock balance and an increase to common stock and
      additional paid-in-capital within shareholders’ equity.

            2.

              FuelCell
                acknowledges the Staff’s comment and has outlined below its consideration
                of whether the put option to sell shares of the Company’s Series B
                Preferred stock should be separated from the host contract under
                SFAS 133
                and EITF 00-19.

    SFAS
      133,
      paragraph 12, states that “an embedded derivative instrument shall be separated
      from the host contract and accounted for as a derivative instrument pursuant
      to
      this statement if and only if all of the following criteria are
      met:

          Ms.
            Kate Tillan

          Securities
            and Exchange Commission

          May
            5, 2006

          Page
            6

            12c.

              A
                separate instrument with the same terms as the embedded derivative
                instrument would, pursuant to paragraphs 6-11, be a derivative instrument
                subject to the requirements of this
                Statement.”

    In
      determining whether a separate put option to sell shares of the Company’s Series
      B Preferred stock would be considered a derivative, pursuant to paragraphs
      6-11,
      the Company considered the scope exclusion provided in paragraph 11a of SFAS
      133. SFAS 133 paragraph 11 states that “Notwithstanding the conditions of
      paragraphs 6-10, the reporting entity shall not consider the following contracts
      to be derivative instruments for purposes of this Statement” and paragraph 11a
      states “Contracts issued or held by that reporting entity that are both (1)
      indexed to its own stock and (2) classified in stockholders’ equity in its
      statement of financial position.” In considering the paragraph 11a scope
      exclusion in SFAS 133, the Company assessed paragraphs 12-32
      of EITF 00-19 and concluded that such scope exclusion would not apply because
      the embedded put option would not be classified in stockholders' equity if
      it
      was a freestanding derivative. Paragraph 12 of EITF 00-19 states, "Contracts
      that include any provision that could require net-cash settlement cannot be
      accounted for as equity of the company (that is, asset or liability
      classification is required for those contracts)." Paragraph 14 of EITF 00-19
      adds that "if the contract permits the company to net-share or physically settle
      the contract only by delivering registered shares, it is assumed that the
      company will be required to net-cash settle the contract." As such, because
      the
      contract only provides for delivery of registered shares upon a fundamental
      change of control  (i.e., if the Company does not elect to cash settle the
      obligation, it must deliver registered shares upon a fundamental change of
      control), the Company must assume, for purposes of EITF 00-19, that the put
      option will be net-cash settled, precluding classification in stockholders'
      equity.

    The
      Company also analyzed whether this embedded put option would be a derivative
      pursuant to paragraph 6 of SFAS 133, which indicates that a derivative
      instrument is a financial instrument or other contract having the
      characteristics described in paragraphs 6a (underlying and notional), 6b (no
      initial net invest

CORRESP
1
filename1.htm

                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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                              FUELCELL ENERGY, INC.
                              3 GREAT PASTURE ROAD
                           DANBURY, CONNECTICUT 06813
                                 (203) 825-6000

                                                                    May 16, 2005

Securities and Exchange Commission
450 Fifth Street Northwest
Washington, DC  20549

         RE:      FuelCell Energy, Inc.
                  Amendment No. 3 to Registration Statement on Form S-1
                  Commission File No. 333-122216
                  ------------------------------

Dear Sir or Madam:

      The registrant, FuelCell Energy, Inc. ("FuelCell"), hereby requests that
the effective date of the above-captioned "Registration Statement" be
accelerated to 4:00 p.m., Eastern Time, on May 17, 2005, or as soon thereafter
as is practicable.

      FuelCell hereby acknowledges that:

      o     should the Securities and Exchange Commission (the "Commission") or
            the staff, acting pursuant to delegated authority, declare the
            Registration Statement effective, it does not foreclose the
            Commission from taking any action with respect to the Registration
            Statement;

      o     the action of the Commission or the staff, acting pursuant to
            delegated authority, in declaring the Registration Statement
            effective, does not relieve FuelCell from its full responsibility
            for the adequacy and accuracy of the disclosure in the Registration
            Statement; and

      o     FuelCell may not assert this action as defense in any proceeding
            initiated by the Commission or any person under the federal
            securities laws of the United States.

                                                     FUELCELL ENERGY, INC.

                                                     By: /s/ Jerry D. Leitman
                                                         --------------------
                                                     Jerry D. Leitman
                                                     President

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                              FUELCELL ENERGY, INC.
                              3 GREAT PASTURE ROAD
                           DANBURY, CONNECTICUT 06813
                                 (203) 825-6000

                                                                    May 16, 2005

Securities and Exchange Commission
450 Fifth Street Northwest
Washington, DC  20549

         RE:      FuelCell Energy, Inc.
                  Amendment No. 3 to Registration Statement on Form S-1
                  Commission File No. 333-122241
                  ------------------------------

Dear Sir or Madam:

      The registrant, FuelCell Energy, Inc. ("FuelCell"), hereby requests that
the effective date of the above-captioned "Registration Statement" be
accelerated to 4:00 p.m., Eastern Time, on May 17, 2005, or as soon thereafter
as is practicable.

      FuelCell hereby acknowledges that:

      o     should the Securities and Exchange Commission (the "Commission") or
            the staff, acting pursuant to delegated authority, declare the
            Registration Statement effective, it does not foreclose the
            Commission from taking any action with respect to the Registration
            Statement;

      o     the action of the Commission or the staff, acting pursuant to
            delegated authority, in declaring the Registration Statement
            effective, does not relieve FuelCell from its full responsibility
            for the adequacy and accuracy of the disclosure in the Registration
            Statement; and

      o     FuelCell may not assert this action as defense in any proceeding
            initiated by the Commission or any person under the federal
            securities laws of the United States.

                                                     FUELCELL ENERGY, INC.

                                                     By:  /s/ Jerry D. Leitman
                                                          --------------------
                                                     Jerry D. Leitman
                                                     President

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                                     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

May 11, 2005

Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Re:    FUELCELL ENERGY, INC.
       AMENDMENT NO. 3 TO REGISTRATION STATEMENTS ON FORM S-1
       FILE NO. 333-122216
       FILE NO. 333-122241

Ladies and Gentlemen:

FuelCell Energy, Inc. (the "Company") has today filed Amendment No. 3 to the
Registration Statement on Form S-1 (No. 333-122216) (the "Registration
Statement").

In response to the comments raised in your letter of April 29, 2005, the Company
has decided not to register shares of its common stock for sale in connection
with its cash payment of dividends to holders of its 5% Series B Cumulative
Convertible Perpetual Preferred Stock ("Series B preferred stock"). Accordingly,
the Registration Statement has been revised to delete all references with
respect to the registration of 1,500,000 shares of its common stock relating to
the payments of dividends to holders of its Series B preferred stock. As
revised, the Company is solely registering in the Registration Statement 300,000
shares of its common stock to be issued as partial payment of annual bonuses to
certain of its employees as provided therein.

The Company has also filed today Amendment No. 3 to its Registration Statement
on Form S-1(No. 333-122241), to update the information contained therein.

Please contact the undersigned if you have additional concerns or questions.

Very truly yours,

/s/ Richard A. Krantz
---------------------
Richard A. Krantz

RAK:mab

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

March 28, 2005

Mail Stop 03-06

Jerry D. Leitman
President
FuelCell Energy, Inc.
3 Great Pasture Road
Danbury, Connecticut 06813

Re:	FuelCell Energy, Inc.
      Amendment No. 1 to Registration Statement on Form S-1
      Filed March 14, 2005
		File No. 333-122216

Dear Mr. Leitman:

      This is to advise you that the staff has reviewed only those
portions of your registration statement that relate to the
comments
below.  Where indicated, we think you should revise your filing in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are inapplicable or a revision
is
unnecessary.  Please be as detailed as necessary in your
explanation.
You may decide it is appropriate to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. We note your response to comment 1 and the related revisions to
your registration statement, including the characterization of the
offering of the 1,500,000 shares as a primary offering rather than
a
secondary offering.  Please supplementally explain how you intend
to
comply with Rule 415 of the Securities Act in connection with the
primary offering.  For example, if you intend to rely on Rule
415(a)(1)(x), please explain how you will comply with the
requirement
set forth in that subsection that the offering be commenced
"promptly," and revise the cover page and where appropriate
throughout the prospectus to clarify that the offering will be
commenced "promptly."
2. It appears that you intend to conduct an "at the market"
offering
of the 1,500,000 shares.  Please supplementally explain how you
will
comply with the provisions of Rule 415(a)(4).  Alternatively,
please
revise to identify the price at which the shares will be sold.
3. We note your disclosure on the cover page of the prospectus and
on
page 86 that the common stock being registered includes shares
that
will be distributed to the Series B preferred stockholders who
elect
to receive payment of dividends in common stock rather than in
cash.
Please note that we view the offering of the shares of common
stock
that may be distributed as dividends as commencing one year prior
to
the date that those shares become issuable to the Series B
holders.
Please also note that it is not appropriate to register a public
offering of securities that have been privately offered prior to
the
filing of a registration statement for that public offering.
Thus,
you may only register a primary offering of those shares that were
not issuable as payment of dividends to the Series B holders
within
one year from the original filing date of your registration
statement.  Please revise your registration statement accordingly.
4. We reissue part (iii) of prior comment 2.  Because the Series B
preferred stockholders may elect to receive shares of common stock
in
lieu of cash as payment of dividends, the issuance of those shares
appears to represent a "sale" within the meaning of Section
2(a)(3)
of the Securities Act.  Taking into account your response to the
preceding comment, please explain supplementally how the periodic
distribution of shares of common stock to the Series B preferred
stockholders who elect to receive their dividends in common stock
will be completed in compliance with the Securities Act.

* * * * *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

Please contact Mary Beth Breslin at (202) 942-2914 or me at (202)
942-7924 with any other questions.

Sincerely,

							David Ritenour
      Special Counsel

cc (via fax):	Richard A. Krantz, Esq.

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FuelCell Energy, Inc.
March 28, 2005
Page 1

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