Millennium Cell (MCELQ) 10-Q 2006 Q4 Quarterly report

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

H. David Ramm, Chief Executive Officer, and John D. Giolli, Chief Financial Officer, of Millennium Cell Inc., a Delaware corporation (the “Company”), have executed this certification in connection with the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 (the “Report”) and do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ H. David Ramm

H. David Ramm

Chief Executive Officer

August 14, 2006

/s/ John D. Giolli

John D. Giolli

Chief Financial Officer

August 14, 2006