Richard A. Krantz

Financial Centre

695 East Main Street

P.O. Box 10305

Stamford, CT 06904-2305

Main (203) 462-7500

Fax (203) 462-7599

rkrantz@rc.com

Direct (203) 462-7505

Also admitted in New York

and Massachusetts

March 14, 2005

Division of Corporation Finance

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Re: Amendment No. 1

Registration Statement on Form S-1

FuelCell Energy, Inc.

File No. 333-122241

Ladies and Gentlemen:

FuelCell Energy, Inc. (the “Company”) has today filed Amendment No. 1 to the above-captioned Registration Statement.

In response to the comments raised in your letter of February 18, 2005, we make the following observations.

1. The Company will not request acceleration until such time as it is prepared to request acceleration of its other pending Registration Statement on Form S-1 (No. 333-122216).

2. We have made the requested revision.

3. We have made the requested revision.

The only other changes that have been made are conforming and updating revisions.

Please contact the undersigned if you have additional concerns or questions.

Very truly yours,

/s/ Richard A. Krantz

Richard A. Krantz

RAK:mab

Enclosure