COMMON STOCK
COMMON STOCK
FCL
FuelCell Energy, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE IN
NEW YORK, N.Y. OR JERSEY CITY, N.J.
CUSIP 35952H 10 6
SEE REVERSE FOR CERTAIN DEFINITIONS
This certifies that
is the owner of
FULLY PAID AND  NON-ASSESSABLE  SHARES OF THE COMMON STOCK, PAR VALUE $.0001 PER
SHARE, OF FuelCell Energy, Inc.  transferable on the books of the Corporation by
the holder hereof in person or by duly  authorized  attorney  upon  surrender of
this Certificate properly endorsed.  This Certificate and the shares represented
hereby  are  issued  and  shall be held  subject  to all the  provisions  of the
Certificate of  Incorporation  of the Corporation (a copy of which is on file at
the office of the  Corporation) to all of which the holder of this  Certificate,
by  acceptance   hereof,   assents.   This   Certificate  is  not  valid  unless
countersigned and registered by the Transfer Agent and Registrar.

     WITNESS the facsimile seal of the Corporation and the facsimile  signatures
of its duly authorized officers.

Dated:
Secretary
President
Countersigned and Registered:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
(Jersey City, N.J.)
Transfer Agent
and Registrar
By
Authorized Officer







THE  CORPORATION  IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK.
THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER UPON REQUEST AND WITHOUT CHARGE,
A  FULL  STATEMENT  OF  THE  DESIGNATION,   RELATIVE  RIGHTS,   PREFERENCES  AND
LIMITATIONS OF THE SHARES OF EACH CLASS OF STOCK AUTHORIZED TO BE ISSUED AND THE
DESIGNATION,  RELATIVE  RIGHTS,  PREFERENCES  AND  LIMITATIONS OF EACH SERIES OF
PREFERRED  STOCK,  SO FAR AS THE SAME HAVE BEEN FIXED,  AND THE AUTHORITY OF THE
BOARD OF DIRECTORS TO DESIGNATE  AND FIX THE RELATIVE  RIGHTS,  PREFERENCES  AND
LIMITATIONS  OF OTHER  SERIES.  SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE
CORPORATION OR TO THE TRANSFER AGENT.

The following  abbreviations,  when used in the  inscription on the face of this
certificate,  shall  be  construed  as  though  they  were  written  out in full
according to applicable laws or regulations:
TEN COM
TEN ENT
JT TEN
as tenants in common
as tenants by the entireties
as joint tenants with right of
survivorship and not as
tenants in common
UNIF GIFT MIN ACT-DCustodian

(Minor)
                                                                          (Cust)
                                               under Uniform Gifts to Minors Act

                                                                         (State)

Additional abbreviations may also be used though not in the above list.

     For value received, hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

Please print or typewrite name and address including postal zip code of assignee
_______ Shares of the Common Stock represented by the within Certificate, and do
hereby irrevocably  constitute and appoint _______ Attorney to transfer the said
stock  on  the  books  of  the  within-named  Corporation  with  full  power  of
substitution in the premises.

Dated,
SIGNATURE(S) GUARANTEED:

THE  SIGNATURE(S)  MUST BE  GUARANTEED  BY AN  ELIGIBLE  GUARANTOR  INSTITU-TION
(BANKS,  STOCKBROKERS,  SAVINGS  AND LOAN  ASSOCIATIONS  AND CREDIT  UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE  MEDALLION  PROGRAM),  PURSUANT TO
S.E.C. RULE 17Ad-15.
KEEP THIS  CERTIFICATE  IN A SAFE PLACE.  IF IT IS LOST,  STOLEN,  MUTILATED  OR
DESTROYED,  THE  CORPORATION  WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE  ISSUANCE  OF A  REPLACEMENT  CERTIFICATE.  NOTICE:  The  signature  to this
assignment  must  correspond  with  the  name as  written  upon  the face of the
Certificate,  in every  particular,  without  alteration or enlargement,  or any
change whatever.