Exhibit 23.2

                         Consent of Independent Auditors


We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 33-00000) and related Prospectus of
Millennium Cell, Inc. for the registration of 8,924,038 shares of its common
stock and to the incorporation by reference therein of our report dated January
25, 2002, with respect to the consolidated financial statements of Millennium
Cell, Inc. included in its Annual Report (Form 10-K) for the year ended December
31, 2001, filed with the Securities and Exchange Commission.




New York, New York
July 9, 2002                                    /s/ Ernst & Young LLP