POWER OF ATTORNEY

            Know all by these presents, that the undersigned hereby constitutes
and appoints Joseph G. Mahler, Jacqueline Perez-Ares, Ross M. Levine or Michael
Bishop, or any of them signing singly, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:

         (1)      prepare, execute in the undersigned's name and on the
                  undersigned's behalf, and submit to the U.S. Securities and
                  Exchange Commission (the "SEC") a Form ID, including
                  amendments thereto, and any other documents necessary or
                  appropriate to obtain codes and passwords enabling the
                  undersigned to make electronic filings with the SEC of
                  reports required by Section 16(a) of the Securities Exchange
                  Act of 1934 or any rule or regulation of the SEC;

         (2)      execute for and on behalf of the undersigned, in the
                  undersigned's capacity as an officer and/or director of
                  FuelCell Energy, Inc. (the "Company"), Forms 3, 4, and 5 in
                  accordance with Section 16(a) of the Securities Exchange Act
                  of 1934 and the rules thereunder;

         (3)      do and perform any and all acts for and on behalf of the
                  undersigned which may be necessary or desirable to complete
                  and execute any such Form 3, 4, or 5, complete and execute
                  any amendment or amendments thereto, and timely file such
                  form with the SEC and any stock exchange or similar
                  authority; and

         (4)      take any other action of any type whatsoever in connection
                  with the foregoing which, in the opinion of such
                  attorney-in-fact, may be of benefit to, in the best interest
                  of, or legally required by, the undersigned, it being
                  understood that the documents executed by such
                  attorney-in-fact on behalf of the undersigned pursuant to
                  this Power of Attorney shall be in such form and shall
                  contain such terms and conditions as such attorney-in-fact
                  may approve in such attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

            This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

                    IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 6th day of December 2004.



                                    /s/ Jerry D. Leitman
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                                         Signature
                                      Jerry D. Leitman
                                         Print Name