FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Arasimowicz Jennifer D 2. Issuer Name and Ticker or Trading Symbol FUELCELL ENERGY INC [ FCEL ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
EVP, Gen. Counsel, CAO, Secy
(Last)         (First)         (Middle)
C/O FUELCELL ENERGY, INC., 3 GREAT PASTURE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)
8/24/2020
(Street)
DANBURY, CT 06810
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Restricted Stock Unit  $0 (1) 8/24/2020    A     17600       (2)  (2) Common Stock  17600  $0  17600  D   
Employee Performance Share Unit  $0  8/24/2020    A     35199       (3)  (3) Common Stock  35199  $0  35199  D   
Employee Performance Share Unit  $0  8/24/2020    A     35199       (4)  (4) Common Stock  35199  $0  35199  D   

Explanation of Responses:
(1)  Each Restricted Stock Unit represents a contingent right to receive one share of common stock upon vesting of the Restricted Stock Unit.
(2)  On August 24, 2020, the reporting person was granted restricted stock units, which vest 1/3 on each of the first, second and third anniversaries of the date of grant, subject to continued employment.
(3)  On August 24, 2020, the reporting person was granted performance shares which will be earned based on performance over the three-year performance period ending October 31, 2022, subject to continued employment until the third anniversary of the grant date. The performance goal is the TSR of the Company relative to the TSR of the Russell 2000 during the performance period. The maximum number of performance shares that can be earned based on performance is two times the target number reported in the table above.
(4)  On August 24, 2020, the reporting person was granted performance shares which will be earned based on performance over the three-year performance period ending October 31, 2022, subject to continued employment until the third anniversary of the grant date. The performance goal is an increase in the Company's stock price during the performance period. The maximum number of performance shares that can be earned based on performance is two times the target number reported in the table above.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Arasimowicz Jennifer D
C/O FUELCELL ENERGY, INC.
3 GREAT PASTURE ROAD
DANBURY, CT 06810


EVP, Gen. Counsel, CAO, Secy

Signatures
Jacqueline Perez-Ares, As Power of Attorney 8/26/2020
**Signature of Reporting Person Date
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