Prospectus excerpt:  FUELCELL ENERGY, INC. (the “Corporation”), a corporation organized and existing under the laws of the General Corporation Law of the State of Delaware, hereby certifies that on November 11, 2004, the following resolutions were adopted by the Board of Directors of the Corporation pursuant to authority of the Board of Directors as required by Section 151 of the General Corporation Law (the “DGCL”) of the State of Delaware: RESOLVED, that pursuant to the authority expressly vested in the Board of Directors of the Corporation by the provisions of the Amended Certificate of Incorporation of the Corporation, the Board of Directors hereby creates from its authorized class of preferred stock a series of preferred stock of the Corporation to be known as “5% Series B Cumulative Convertible Perpetual Preferred Stock” ( the “Series B Preferred Stock”) consisting of a maximum of 135,000 shares of such series and with a par value of $.01 per share,.