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 21, 2005
		File Nos. 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 that you are purporting to register for resale
1,500,000
shares of common stock that will either be liquidated by your
transfer agent, Continental Stock Transfer & Trust Company, such
that
the proceeds may be distributed to the holders of shares of your
Series B Preferred Stock as payment of dividends to be declared in
the future with respect to those shares of Series B Preferred
Stock
or that will be distributed by Continental to holders of shares of
your Series B Preferred Stock who timely request to receive such
shares of common stock in lieu of cash as payment of those future
dividends.  Please supplementally explain why Continental is not
acting as an underwriter within the meaning of Section 2(a)(11) of
the Securities Act in connection with the offering of the
1,500,000
common shares to the public, such that Continental should be
identified as an underwriter with respect to the shares it will
sell
to generate cash proceeds for distribution as payment of future
dividends to holders of your Series B preferred stock.
2. We note that your plan of distribution with respect to the
1,500,000 shares appears to involve several steps that may
include,
among others:  (i) the periodic issuance of up to an aggregate of
1,500,000 common shares to Continental, (ii) the periodic sale of
a
portion of those shares by Continental to the public, and (iii)
the
periodic distribution of the remaining shares to the Series B
preferred stock holders who timely elect to receive those shares.
Taking into account your response to the preceding comment, please
supplementally explain how each step of the plan of distribution
of
the 1,500,000 shares has been or will be registered under Section
5
of the Securities Act or what exemption from registration under
the
Securities Act is or will be available for each step that is not
being registered under the Securities Act.  Alternatively, if you
believe that one or more of those steps does not need to be
completed
in compliance with the Securities Act because that step does not
involve an "offer" or "sale" within the meaning of Section 2(a)(3)
of
the Securities Act, please provide a detailed analysis in support
of
that belief with respect to each such step.
3. If you continue to believe that it is appropriate to register
the
resale of the 1,500,000 shares, please supplementally address the
following issues:
* Why you believe that Continental should be identified as the
selling shareholder with respect to the 1,500,000 shares, given
your
disclosure on page 77 that the holders of the Series B preferred
stock are deemed to be the beneficial owners of those shares and
given that some of those shares may not be sold by Continental but
instead will be distributed to holders of shares of your Series B
preferred stock who timely request to receive such shares in lieu
of
cash as payment of future dividends.
* Why the registered resale of those shares by Continental and/or
the
holders of your Series B preferred stock would not be integrated
with
the primary issuance of those shares by the company.  For example,
we
note that the primary issuance of those shares does not appear to
have been completed prior to the filing of your registration
statement since holders of your Series B preferred stock have the
right to make ongoing quarterly elections to receive those shares
as
payment of future dividends.  In addition, we note that neither
Continental nor the holders of your Series B preferred stock
appear
to be at market risk with respect to the shares to be sold by
Continental.  Please refer to Item 3S(b) of the Securities Act
section of the March 1999 supplement to the Division of
Corporation
Finance Manual of Publicly Available Telephone Interpretations.
4. Please explain in greater detail the nature of the legal
relationship between Continental and the holders of shares of
Series
B preferred stock, and supplementally provide us with a copy of
all
agreements defining the rights of the parties to that
relationship.
In addition, if you believe that Continental is acting as the
agent
of the holders of shares of Series B preferred stock, please
reconcile the existence of that agency relationship with
Continental`s existing transfer agency relationship with the
company.

5. We note that holders of Series B preferred stock who do not
elect
to receive common shares in lieu of cash dividends are guaranteed
to
receive a fixed amount of cash proceeds from the sale of common
shares made by Continental "on their behalf."  Please tell us how,
if
at all, the apparent lack of market risk borne by the non-electing
holders of Series B preferred stock affects the proper
characterization of the status of those holders with respect to
the
sale of the common shares by Continental on their behalf.  For
example, should the non-electing holders of the Series B preferred
stock also be viewed as acting as underwriters within the meaning
of
Section 2(a)(11) of the Securities Act?

Fee Table
6. Please supplementally explain how you calculated the number of
shares of common stock to be registered for future issuance in
connection with the payment of dividends on the Series B preferred
stock.
Exhibits
7. Please file or incorporate by reference the preferred stock
transfer agency agreement with Continental Stock Transfer & Trust
Company dated November 17, 2004 and the certificate of designation
of
Series B Preferred Stock as exhibits to the registration
statement.

* * * * *

      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
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