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 * von Althann Natica 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)
4/9/2020
(Street)
DANBURY, CT 06810
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
4/13/2020 
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

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
Deferred Common Stock Units (1)  (2)                  (2)  (2) Common Stock  33331    33331 (1)(3) D   

Explanation of Responses:
(1)  This Amendment is being filed to correct the original Form 4 filed on April 13, 2020, and Amendment Number 1, filed on April 24, 2020. The original and amended Form 4s reported that the restricted stock units had vested and the vested shares were reported as direct holdings on Table I. The reporting person elected to defer the receipt of those shares, so they are now correctly reported as Deferred Common Stock Units on Table II.
(2)  Deferred 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), upon separation from service as a director.
(3)  Balance reflects the vesting of restricted stock units previously reported, which the reporting person has elected to defer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
von Althann Natica
3 GREAT PASTURE ROAD
DANBURY, CT 06810
X



Signatures
/s/ Jacqueline Perez-Ares, As Power of Attorney 4/19/2021
**Signature of Reporting Person Date