(a) On March 26, 2009, by resolution of the Board of Directors of FuelCell Energy, Inc. ("FuelCell"), FuelCell amended its by-laws to provide that some or all of the shares of FuelCell's common stock may be issued as uncertificated shares. The purpose of this amendment is in response to NASDAQ Stock Market rules and regulations that, among other things, require all securities listed on the NASDAQ Stock Market to be eligible for listing and transfer through the Direct Registration System. A copy of the resolution adopting the amendment to FuelCell's bylaws is attached to this report as Exhibit 99.1 and incorporated herein by reference.

(d) Exhibits.

Exhibit No.                                   Description

99.1             Resolution from the Annual Meeting of the Board of Directors of
                 FuelCell Energy, Inc. dated March 26, 2009 amending the By-Laws.