886128--1/14/2010--FUELCELL_ENERGY

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{customer, product, revenue}

{cost, regulation, environmental}

{stock, price, share}

{acquisition, growth, future}

{regulation, government, change}

{property, intellectual, protect}

{provision, law, control}

{product, liability, claim}

{personnel, key, retain}

{product, market, service}

{condition, economic, financial}

{loan, real, estate}

{regulation, change, law}

{control, financial, internal}

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Financial markets worldwide have been impacted by a credit crisis which may have a material adverse impact on our Company, our customers and our suppliers. We have signed product sales contracts, long-term service agreements and power purchase agreements with customers subject to technology and operating risks as well as market conditions that may affect our operating results. We extend product warranties which could affect our operating results. Our products are complex and could contain defects which could reduce sales of those products or result in claims against us. We currently face and will continue to face significant competition. We have a large and influential stockholder, which may make it difficult for a third party to acquire our common stock. MTU Onsite Energy may develop competing technologies. We have limited experience manufacturing our products on a commercial basis, which may adversely affect our planned increases in production capacity and our ability to satisfy customer requirements. Unanticipated increases or decreases in business growth may result in adverse financial consequences for us. Our plans are dependent on market acceptance of our products. We are substantially dependent on a small number of customers and the loss of any one of these customers could adversely affect our business, financial condition and results of operations. Our government research and development contracts are subject to the risk of termination by the contracting party and we may not realize the full amounts allocated under the contracts due to the lack of Congressional appropriations. A negative government audit could result in an adverse adjustment of our revenue and costs and could result in civil and criminal penalties. The U.S. government has certain rights relating to our intellectual property, including restricting or taking title to certain patents. A failure to qualify as a small business could adversely affect our rights to own future patents under DOE-funded contracts. Our future success and growth is dependent on our distribution strategy. We depend on third party suppliers for the development and supply of key raw materials and components for our products. We depend on our intellectual property, and our failure to protect that intellectual property could adversely affect our future growth and success. Our future success will depend on our ability to attract and retain qualified management and technical personnel. Our management may be unable to manage rapid growth effectively. We may be affected by environmental and other governmental regulation. Utility companies could impose customer fees or interconnection requirements on our customers that could make our products less desirable. We could be liable for environmental damages resulting from our research, development or manufacturing operations. Our products use inherently dangerous, flammable fuels, operate at high temperatures and use corrosive carbonate material, each of which could subject our business to product liability claims. We are subject to risks inherent in international operations. Our stock price has been and could remain volatile. Provisions of Delaware and Connecticut law and of our charter and by-laws may make a takeover more difficult. We depend on relationships with strategic partners, and the terms and enforceability of many of these relationships are not certain. Future sales of substantial amounts of our common stock could affect the market price of our common stock. The rights of the Series 1 preferred shares and Series B preferred stock could negatively impact FuelCell. If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud, which could harm our brand and operating results. Our results of operations could vary as a result of methods, estimates and judgments we use in applying our accounting policies.

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886128--1/14/2010--FUELCELL_ENERGY_INC