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