April 29, 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. 2 to Registration Statement on Form S-1
      Filed April 8, 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 comments 1 and 2.  Given the structure
of
your offering, it does not appear that offering will be commenced
promptly and conducted continuously within the meaning of Rule
415(a)(1)(ix) of the Securities Act.  Instead, the offering would
have to be registered on Form S-3 such that you would be eligible
to
conduct a delayed offering under Rule 415(a)(1)(x).  In addition,
if
the offering was registered on Form S-3, then you would be
eligible
to conduct an at-the-market offering in accordance with Rule
415(a)(4) and would not have to establish a fixed price for the
offering.  However, a continuous offering made pursuant to Rule
415(a)(1)(ix) must be conducted at a fixed price rather than at a
range of prices as it appears that you have currently proposed.
2. We note your responses to comments 3 and 4.  We also note that
you
have elected to register the primary offering of the shares of
common
stock that may be sold into the market to generate cash to pay
dividends to the holders of your Series B preferred stock who do
not
elect to receive common shares in lieu of a cash dividend.
However,
because the shares to be sold in the primary offering are in
effect
being sold on behalf of the Series B holders, the Series B holders
appear to be properly viewed as statutory underwriters with
respect
to the primary offering.  The primary offering also appears to
have
been commenced prior to the filing of this registration statement,
such that it is not appropriate to register the completion of that
offering.  Accordingly, we do not believe that you may properly
proceed with the registration of your proposed primary offering.
If
you desire to structure a similar offering of shares to be
distributed as dividends in the future with respect to a new,
currently undesignated series of preferred stock, it may be
possible
to conduct that entire offering as a primary offering consistent
with
our discussion that appears under the heading "Takedown Off an
Issuer`s Shelf Registration Statement for Equity Line Financings"
in
the March 31, 2001 quarterly update to our Current Issues and
Rulemaking Projects Outline, provided that a shelf registration
statement on Form S-3 is filed and declared effective prior to
commencement of the private offering of shares of that series of
preferred stock to investors.
3. We further note that you have elected to register a secondary
offering of the common shares that may be distributed to the
holders
of your Series B preferred stock who do elect to receive common
shares in lieu of a cash dividend.  In order to avoid the
potential
integration of the private primary offering of the common shares
to
the Series B holders with the registered resale offering of those
shares, the Series B holders must have been irrevocably bound to
acquire those shares prior to the filing of the registration
statement.  However, the preferred stockholders do not appear to
have
been irrevocably bound to acquire the shares of common stock, and
therefore the private placement of those shares was not completed
at
the time of the initial filing of the registration statement.
Refer
to Item 3S of the March 1999 Supplement to our Manual of Publicly
Available Telephone Interpretations, available on our website at
www.sec.gov.  Accordingly, we do not believe that you may properly
proceed with the registration of your proposed secondary offering
at
this time.  In addition, if you desire to register the resale of
those shares in the future once the private offering of those
shares
has been completed, you will need to consider whether the Series B
holders are acting as statutory underwriters with respect to those
shares as discussed in Item D.29 of the main volume of our Manual
of
Publicly Available Telephone Interpretations.

* * * * *

      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.

FuelCell Energy, Inc.
April 29, 2005
Page 1