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 * Few Jason 2. Issuer Name and Ticker or Trading Symbol FUELCELL ENERGY INC [ FCEL ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO
(Last)         (First)         (Middle)
3 GREAT PASTURE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)
6/3/2020
(Street)
DANBURY, CT 06810
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
5/12/2020 
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
Common Stock                 5787  D   

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  6/3/2020 (1)   A     500000       (2)  (2) Common Stock  500000  $0  500000  D   
Performance Share Units  $0  6/3/2020 (1)   A     500000       (3)  (3) Common Stock  500000  $0  500000  D   
Deferred Common Stock Units   (4)                  (4)  (4) Common Stock  5347    5347  D   

Explanation of Responses:
(1)  The transaction date for these awards was erroneously shown as May 8, 2020 on the original report filed on May 12, 2020 and is corrected in this amendment to June 3, 2020.
(2)  RSUs will vest 100% on August 26, 2022, subject to the reporting person's continuous employment with the Company through the vesting date.
(3)  Earned PSUs will vest on August 26, 2022 and the number earned, if any, will be based on the weighted-average price of the Company's common stock during the thirty (30) day calendar period ending on the vesting date compared to pre-established price goals. The vesting of the PSUs is also subject to the reporting person's continuous employment with the Company through the vesting date.
(4)  Common Stock Units issued to the reporting person pursuant to the FuelCell Energy, Inc. Directors Deferred Compensation Plan. In accordance with elections made by the reporting person under the Directors Deferred Compensation Plan, the shares of common stock underlying the Common Stock Units are payable to the reporting person, on a one-for-one basis (i.e., one share of common stock for each Common Stock Unit), on the date following the FuelCell Energy 2020 Annual Meeting of Stockholders.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Few Jason
3 GREAT PASTURE ROAD
DANBURY, CT 06810
X
CEO

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