FCEL FuelCell Energy Inc

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 * HILZINGER MATTHEW F	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 _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 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
Director Restricted Stock Unit	(1)	8/24/2020		A		8993		(2)	(2)	Common Stock	8993	$0	8993	D

Explanation of Responses:
(1)	Each restricted stock unit represents a contingent right to receive one share of common stock or, at the election of the Compensation Committee, the cash value thereof.
(2)	These RSUs (i) vest on the date of the regularly scheduled annual meeting of the stockholders of the Company to be held in 2021, and (ii) are to be settled in cash or in shares of the Company's common stock, at the discretion of the Compensation Committee, as the administrator under the Plan. The reporting person has elected to defer receipt of the restricted stock units until the reporting person's separation from service as a director, subject to vesting requirements.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HILZINGER MATTHEW F 3 GREAT PASTURE ROAD DANBURY, CT 06810	X

Signatures
/s/ Jacqueline Perez-Ares, As Power of Attorney		10/20/2020
**Signature of Reporting Person		Date