SEC FORM 3/A

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BAGATELLE WARREN D

(Last)

(First)

(Middle)

FUELCELL ENERGY, INC.

3 GREAT PASTURE ROAD

(Street)

DANBURY

06813-1305

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2004

3. Issuer Name and Ticker or Trading Symbol
ELECTRO ENERGY INC [ eeei ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
06/21/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	497,707	D
Common Stock	53,719	I	By HSB Capital⁽¹⁾
Common Stock	428,689	I	By Trust FBO Thomas L. Kempner⁽²⁾
Common Stock	428,689	I	By Trust FBO Alan H. Kempner, Jr.⁽³⁾
Common Stock	94,115	I	Held by Shari Popkin Fleischer⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant	11/24/2003	11/24/2008	Common Stock	85,950	$1.16	D
Series A Convertible Preferred	06/09/2004	⁽⁵⁾	Common Stock	115,950	$0	I	By Trust FBO Thomas L. Kempner⁽²⁾
Series A Convertible Preferred	06/09/2004	⁽⁵⁾	Common Stock	115,950	$0	I	By Trust FBO Alan H. Kempner, Jr.⁽³⁾
Series A Convertible Preferred	06/09/2004	⁽⁵⁾	Common Stock	167,420	$0	I	By Matrix USA, LLC⁽⁶⁾

Explanation of Responses:

1. Shares are held by HSB Capital, an affiliate of the reporting person. The reporting person expressly disclaims ownership of the common stock owned or acquirable by the other investors.

2. Shares are held by the Trust FBO Thomas L. Kempner.

3. Share are held by the Trust FBO Alan H. Kempner, Jr..

4. Shares are held by Shari Popkin Fleischer.

5. None.

6. Shares held by Matrix USA, LLC. The reporting person expressly disclaims ownership of the common stock owned or acquirable by the other investors.

	/s/Warren Bagatelle	09/28/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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