00-17420. Issuer Delisting; Notice of Application To Withdraw From Listing and Registration; (FuelCell Energy, Inc., Common Stock, $.0001 Par Value)

July 3, 2000.

FuelCell Energy, Inc. (“Company”) has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its Common Stock, $.0001 par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex”).

The Company has effected a new listing for its Security on the National Market of the Nasdaq Stock Market, Inc. (“Nasdaq”). Trading in the Security on the Nasdaq commenced, and was concurrently suspended on the Amex, at the opening of business on June 7, 2000. The Company's Registration Statement on Form 8-A with respect to the Nasdaq listing became effective upon filing on June 6, 2000. The Company, whose business relates to the development and commercialization of fuelcell technology, has sought to transfer trading in its Security from the Amex to the Nasdaq because it believes the Nasdaq offers the most trading activity and best liquidity for the securities of technology companies.

On March 22, 2000, the Company's board of directors approved a resolution authorizing the withdrawal of the Security from listing and registration on the Amex. The Amex has in turn advised the Company that its application for such withdrawal has been made in accordance with the rules of the Amex and that the Amex would not object to such withdrawal, pending its ultimate approval by the Commission. In the light of the new listing of the Security on the Nasdaq, the Amex has not required the Company to notify its shareholders of its intention to withdraw the Security from listing and registration on the Amex.

The Company's application relates solely to the withdrawal of the Security's from listing and registration on the Amex and shall have no effect upon the Security's continued listing and registration on the Nasdaq under Section 12(g) of the Act.^[3]

Any interested person may, on or before July 25, 2000, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[4]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 781(d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (g).

4.  17 CFR 200.30-3(a)(1).