Filing under Rule 424(b)(3)
Registration File No. 333-101061

[MILLENNIUM CELL LOGO]

3,952,513 SHARES OF COMMON STOCK

The selling stockholders listed under the section entitled "Selling
Stockholders," or their pledgees or assignees, are offering for sale up to
3,952,513 shares of our common stock for resale to the public. The selling
stockholders will be selling shares of common stock (a) that they acquired in
October 2002, (b) that they can acquire upon the conversion of convertible
unsecured debentures and (c) that they can acquire by exercising warrants issued
and to be issued by the Company.

We will not receive any proceeds from the resale of shares of common
stock by the selling stockholders. We are paying the expenses of this offering.

Our common stock is traded on the Nasdaq National Market where it
trades under the Symbol: MCEL. On December 10, 2002, the last reported sale
price of our common stock on the Nasdaq National Market was $2.83 per share.

THIS INVESTMENT INVOLVES RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 4

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

-------------------

The information in this prospectus is not complete and may change.
These securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

-------------------

The date of this Prospectus is December 23, 2002

You should rely only on the information incorporated by reference or
contained in this prospectus or a prospectus supplement or amendment. We have
not authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate only as of the date on
the front cover of this prospectus or a prospectus supplement or amendment. Our
business, financial condition, results of operations and prospects may have
changed since that date.

TABLE OF CONTENTS
PAGE
Forward-Looking Statements ............................................ i
Prospectus Summary .................................................... 1
Risk Factors .......................................................... 4
Use of Proceeds ....................................................... 12
Selling Stockholders .................................................. 12
Plan of Distribution .................................................. 14
Legal Matters ......................................................... 15
Experts ............................................................... 15
Where You Can Find Additional Information ............................. 15

FORWARD-LOOKING STATEMENTS

Some of the statements under "Risk Factors" elsewhere in this
prospectus and elsewhere in filings by the company with the Securities and
Exchange Commission contain forward-looking statements (within the meaning of
the Private Securities Litigation Reform Act of 1995) that are subject to risks
and uncertainties. Statements that are not statements of historical fact may be
deemed to be forward-looking information. When we use words such as "plan,"
"believe," "expect," "anticipate," "intend" or similar expressions, we are
making forward-looking statements. You should not rely on forward-looking
statements because they are subject to a number of assumptions concerning future
events, and are subject to a number of uncertainties and other factors, many of
which are outside of our control, that could cause actual results to differ
materially from those indicated. Please note that we disclaim any intention or
obligation to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise. These factors include,
but are not limited to, the following: (i) the cost and timing of development
and market acceptance of, and the availability of components and raw materials
required by, a hydrogen fuel storage and delivery system, (ii) competition from
current, improving and alternate power technologies, (iii) our ability to raise
capital at the times, in the amounts and at costs and terms that are acceptable
to fund our business plan, (iv) our ability to protect our intellectual
property, (v) our ability to achieve budgeted revenue and expense amounts, (vi)
our ability to generate revenues from the sale or license of, or provision of
services related to, our technology, (vii) our ability to form strategic
alliances or partnerships to help promote our technology and achieve market
acceptance, and (viii) our ability to generate design, engineering, or
management services revenue opportunities in the hydrogen generation or fuel
cell markets.

PROSPECTUS SUMMARY

This summary highlights important features of this offering and the
information included or incorporated by reference in this prospectus. This
summary does not contain all of the information that you should consider before
investing in our common stock. You should read the entire prospectus carefully,
especially the risks of investing in our common stock discussed under "Risk
Factors".

THE COMPANY

We were formed as a Delaware limited liability company in 1998,
organized and began operations on January 1, 1999 and converted into a Delaware
corporation on April 25, 2000. We are a technology solutions company in the
hydrogen-fuel generation and storage marketplace. We seek to license our
proprietary technology and to provide system design, engineering and management
services to governments and commercial entities.

We have developed and are pursuing a multi-faceted patent portfolio in
the United States and abroad pertaining to a proprietary process called Hydrogen
on Demand (TM) that safely generates pure hydrogen or electricity from
environmentally friendly raw materials. In the process, the energy potential of
hydrogen is carried in the chemical bonds of sodium borohydride, which in the
presence of a catalyst releases hydrogen or produces electricity. The primary
input components of the reaction are water and sodium borohydride, a derivative
of borax. Borax is found in substantial natural reserves globally. Hydrogen from
this system can be used to power fuel cells, as well as fed directly to internal
combustion engines. We also have patented a boron-based longer-life battery.

Our principal executive offices are located at 1 Industrial Way West,
Eatontown, New Jersey 07724 and our telephone number at that location is (732)
542-4000. Our internet address is www.millenniumcell.com. The information
contained in or connected to our website is not incorporated by reference in
this prospectus.

THE OFFERING

The 3,952,513 shares of our common stock are being offered by the
selling stockholders. These shares consist of the following shares:

o 588,790 shares of common stock.

o 2,973,847 shares of common stock that may be issuable upon the
conversion of the convertible debentures.

o 389,876 shares of common stock that may be issuable upon the
exercise of warrants.

The selling stockholders are offering all of the 3,952,513 shares of
our common stock being offered under this prospectus. The number of shares
offered, however, includes substantially more than the number of shares
currently issuable upon the conversion of the convertible debentures. We are
registering more than the number of shares currently issuable under the
convertible debentures pursuant to our contractual obligations with the selling
stockholders. The selling stockholder may receive more shares than it is
currently entitled to receive upon conversion of the unsecured convertible
debentures based on the initial conversion price of $4.25 because the conversion
price is subject to anti-dilution adjustments due to stock splits, stock
dividends or similar transactions. In addition, from time to time after the
effective date of this registration statement and if certain conditions are met,
the Company has the right, upon 10 trading days prior notice, to require the
conversion of $300,000 and up to $2,500,000 of unsecured convertible debentures.
The conversion price at the time and to the extent of the conversion will be
determined based on a discount ranging from 10% to 12% of the volume weighted
average closing price for the 10 trading days prior to the conversion. The
shares offered by the selling shareholders under this prospectus do not include
shares which they may acquire from us in the future as a result of adjustments
to the exercise price of the warrants or conversion price of the unsecured
debentures due to sales by the Company of

stock or stock equivalents at a price per share that is below the then
applicable exercise price of the warrants or conversion price of the unsecured
debentures. Pursuant to a contractual obligation with the selling shareholders,
if the conversion or exercise prices are adjusted due to subsequent sales of
stock or stock equivalents, the Company may be required to file a separate
registration statement relating to any such shares.

The selling stockholders pursuant to this prospectus may sell the
shares of common stock offered for resale in a secondary offering. Under the
terms of the transactions described below, we are contractually required to
register all of the shares of common stock that are described below.

THE PRIVATE PLACEMENT

On October 31, 2002, we entered into a private placement transaction
with the selling stockholders. In June 2002, we sold common stock and warrants
at a discount to their then current market price to two investors for gross
proceeds of $3,000,000 and one of those investors was committed to purchase $12
million of convertible debentures. In order to complete the SEC registration
process, the issuance of the $12 million of secured convertible debentures has
been replaced by the October 2002 private placement. In the October 2002 private
placement, we sold 588,790 shares of common stock at a discount to the then
current market price for gross proceeds of $1,000,000 and warrants to purchase
147,198 shares of common stock to the selling stockholders. In addition, as
described below and subject to satisfaction of certain conditions, one of the
selling stockholders is obligated to purchase the following:

o $3.5 million principal amount of unsecured convertible debentures
and warrants to acquire 242,678 shares of common stock, and

o $8.5 million principal amount of letter of credit secured
convertible debentures and warrants to acquire 589,376 shares of
common stock.

UNSECURED CONVERTIBLE DEBENTURES. Upon satisfaction of certain
conditions not within the control of the investor, the unsecured convertible
debentures and related warrants are expected to be issued upon effectiveness of
this registration statement relating to the resale of the underlying shares of
common stock. The unsecured convertible debentures will be in aggregate
principal amount of $3.5 million and will be due June 30, 2003, subject to six
30 day extensions. The unsecured convertible debentures are convertible to
common stock at a conversion price of $4.25, subject to anti-dilution and other
conversion price adjustments at the option of the Company. The unsecured
convertible debentures bear interest at 4%. The Company is also permitted to
issue shares of common stock to satisfy the interest obligation, if certain
conditions to such issuance are satisfied. Any such shares issued would also be
at a discount to the then current market price. In addition, the Company must
comply with several restrictive financial covenants described below in the "Risk
Factors" section of this prospectus.

LETTER OF CREDIT SECURED CONVERTIBLE DEBENTURES. Upon satisfaction of
certain conditions, including receipt of shareholder approval as required by the
rules of The Nasdaq Stock Market, the letter of credit secured debentures and
related warrants are expected to be issued. The letter of credit secured
convertible debentures will be in the aggregate principal amount of $8.5 million
and will be due three years from the date of issuance. The proceeds of the
letter of credit secured convertible debentures are pledged by the Company to
the letter of credit bank as security. The letter of credit secured debentures
are convertible to common stock at an initial conversion price of $4.25, subject
to anti-dilution adjustments. The letter of credit secured debentures bear
interest at the money market rate for funds on deposit at the letter of credit
bank, Wachovia Bank, National Association. Common stock issuable upon conversion
of the letter of credit secured convertible debentures is not now nor in the
future expected to be registered for resale by the holders thereof.

Secured convertible debentures are subject to an automatic conversion
to unsecured convertible debentures under certain circumstances. More
specifically, when the aggregate principal amount of unsecured convertible
debentures falls below $1.0 million (a "Triggering Event"), the Company would
file a new registration

statement relating to the shares underlying an additional aggregate principal
amount of $3 million of unsecured convertible debentures (the "A-2 Unsecured
Debentures"). At the time of filing the registration statement, the debentures
would be secured by a letter of credit. Upon effectiveness of such registration
statement and without further action, the letter of credit would terminate and
the debentures would become A-2 Unsecured Debentures. When the letter of credit
terminates, the funds securing the letter of credit would be released to the
Company by the letter of credit bank.

The process would repeat itself upon the occurrence of a Triggering
Event with respect to the A-2 Unsecured Debentures. At that time, the Company
would file another registration statement relating to an additional $3 million
aggregate principal amount of unsecured convertible debentures (the "A-3
Unsecured Debentures"). As before, at the time of filing the registration
statement, the debentures would be secured by a letter of credit. When the
registration statement is declared effective, the letter of credit would
terminate and the letter of credit bank would release the proceeds to the
Company. Similarly, a final tranche relating to the remaining $2.5 million of
secured convertible debentures would automatically convert to A-4 Unsecured
Debentures.

WARRANTS. This prospectus also relates to the resale of an aggregate of
147,198 and 242,678 shares of common stock issuable upon exercise of warrants
granted in connection with the sale of the common stock in October 2002 and to
be granted in connection with the issuance of the unsecured convertible
debentures, respectively. The warrants are exercisable immediately at an
exercise price of $2.32 and $3.00, respectively, which may change in the future
based on certain anti-dilution adjustments. In addition, the Company is
obligated to grant warrants to purchase 589,376 shares of common stock in
connection with the issuance of $8.5 million aggregate principal amount of
letter of credit secured convertible debentures, exercisable upon issuance at an
exercise price of $3.93, subject to anti-dilution adjustments. The warrants
relating to the letter of credit secured debentures are expected to be the
subject of a separate registration statement to be filed promptly following the
shareholder meeting if shareholder approval is obtained.

All warrants may not be exercised and all debentures may not be
converted to the extent that a holder thereof would then beneficially own,
together with its affiliates, more than 9.999% of our common stock then
outstanding subsequent to the applicable conversion or exercise.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You
should carefully consider the risks and uncertainties described below, the
information in this prospectus and the additional information in our other
reports on file with the Securities and Exchange Commission and the other
documents incorporated by reference in this prospectus before deciding whether
to invest in our common stock. Our business and results of operations could be
seriously harmed by any of the following risks. The trading price of our common
stock could decline due to any of these risks, and you may lose part or all of
your investment.

WE ARE A DEVELOPMENT STAGE COMPANY, WHICH HAS ONLY BEEN IN BUSINESS FOR A
LIMITED TIME.

We completed our initial public offering in August 2000. Due to the
nature of the emerging industries in which we compete, much of our information
rests on the beliefs formed by management and has not necessarily been supported
by independent sources. As a result, there can be no guarantee as to the
adequacy of our business plan. Due to the emerging nature of hydrogen storage
and delivery technology, and fuel cell technology and alternative energy
technology in general, your basis for evaluating us is limited.

WE HAVE INCURRED SUBSTANTIAL LOSSES AND EXPECT LOSSES FOR THE NEXT FEW YEARS.
THERE CAN BE NO ASSURANCE THAT WE CAN ACHIEVE PROFITABILITY, AND EVEN IF WE DO
BECOME PROFITABLE, THAT WE CAN SUSTAIN PROFITABILITY.

We have incurred substantial losses since we were founded and we
anticipate we will continue to incur losses over the next few years. We had an
accumulated deficit of approximately $50,853,805 as of September 30, 2002.
Although we project to be cash flow positive in 2005, we cannot provide any
assurances as to when, if ever, we will operate profitably. We expect to
continue to incur net losses for the next few years as we continue to make
significant investments in commercialization activities. Even if we do achieve
profitability, we may be unable to sustain or increase our profitability in the
future.

WE EXPECT OUR FUTURE OPERATING RESULTS TO VARY QUARTER TO QUARTER, AND INCREASE
THE LIKELIHOOD THAT WE MAY FAIL TO MEET THE EXPECTATIONS OF SECURITIES ANALYSTS
AND INVESTORS AT ANY GIVEN TIME.

We expect our revenues and operating results to vary significantly from
quarter to quarter. As a result, quarter-to-quarter comparisons of our revenues
and operating results may not be meaningful. In addition, due to our stage of
development, we cannot predict our future revenues or results of operations
accurately. It is possible that in one or more future quarters our operating
results will fall below the expectations of securities analysts and investors.
If this happens, the trading price of our common stock may decline.

WE MAY BE SUBJECT TO LITIGATION RESULTING FROM COMMON STOCK VOLATILITY, WHICH
MAY RESULT IN SUBSTANTIAL COSTS AND A DIVERSION OF OUR MANAGEMENT'S ATTENTION
AND RESOURCES AND COULD HAVE A NEGATIVE EFFECT ON OUR BUSINESS AND RESULTS OF
OPERATIONS.

The stock market has, from time to time, experienced extreme price and
volume fluctuations. Many factors may cause the market price for our common
stock to decline, perhaps substantially, including:

o failure to meet our product development and commercialization
milestones,

o demand for our common stock,

o revenues and operating results failing to meet the expectations of
securities analysts or investors in any quarter,

o downward revisions in securities analysts' estimates or changes in
general market conditions,

o technological innovations by competitors or in competing
technologies,

o investor perception of our industry or our prospects, or

o general technology or economic trends.

In the past, companies that have experienced volatility in the market
price of their stock have been the subject of securities class action
litigation. As a result, we may be involved in a securities class action
litigation in the future. Such litigation often results in substantial costs and
a diversion of management's attention and resources and could have a negative
effect on our business and results of operations.

WE MAY NEED FUTURE CAPITAL TO COMPLETE OUR PRODUCT DEVELOPMENT AND
COMMERCIALIZATION PLANS. IF WE ARE ABLE TO RAISE ADDITIONAL CAPITAL, IT MAY
DILUTE YOUR OWNERSHIP OR RESTRICT OUR ABILITY TO RUN OUR BUSINESS.

The company's working capital requirements continue to be significant.
To date, the company has been dependent primarily on the net proceeds of its
initial public offering and private placements of its equity securities. Other
than the secured convertible debentures, the company currently has no committed
sources of, or other arrangements with respect to, additional financing. There
can be no assurance that the company's existing capital resources will be
sufficient to fund the company's future operations. If additional working
capital is required, it may dilute your ownership or restrict our ability to run
our business.

The company's working capital requirements depend and will continue to
depend on numerous factors, including the timing of revenues, the expense
involved in commercializing its products, realizing cost reductions on its
technology, and the cost involved in protecting the proprietary rights of the
company.

OUR FUTURE PLANS COULD BE ADVERSELY AFFECTED IF WE ARE UNABLE TO ATTRACT OR
RETAIN KEY PERSONNEL.

We have attracted a highly skilled management team and specialized
workforce, including scientists, engineers, researchers and marketing
professionals. Our future success is dependant in part on attracting and
retaining qualified management and technical personnel. Our inability to hire
qualified personnel on a timely basis, or the departure of key employees, could
materially and adversely affect our development and commercialization plans and
therefore, our business, prospects, results of operations and financial
condition.

WE DO NOT INTEND TO PAY ANY DIVIDENDS.

We have not declared and paid any dividends on our common stock and we
do not intend to declare and pay any dividends on our common stock. Earnings, if
any, will be used to finance and expand our business.

WE ARE SUBJECT TO NUMEROUS CONDITIONS AND RESTRICTIONS RELATING TO OUR ABILITY
TO ACCESS THE FINANCING PROGRAM CONTEMPLATED BY THE PRIVATE PLACEMENT. THE
PROCEEDS OF THIS FINANCING PROGRAM MAY NOT ULTIMATELY BE AVAILABLE TO THE
COMPANY.

LETTER OF CREDIT SECURED CONVERTIBLE DEBENTURES. The letter of credit
secured convertible debentures, if issued, will be in aggregate principal amount
of $8.5 million and will be due three years from the date of issuance. The
proceeds of the letter of credit secured convertible debentures are pledged by
the Company to the letter of credit bank as security. The letter of credit
secured debentures are convertible to common stock at an initial conversion
price of $4.25, subject to anti-dilution adjustments. The letter of credit
secured debentures bear interest at the money market rate for funds on deposit
at the letter of credit bank, Wachovia Bank, National Association.

SHAREHOLDER APPROVAL. Under the rules of the NASDAQ, shareholder
approval is required for the issuance or potential issuance of shares of common
stock (or securities convertible or exercisable for common stock) at a price
less than the greater of book value or market value which equals 20% or more of
the common stock outstanding prior to such issuance. The Company has agreed to
obtain shareholder approval as required by the rules of the NASDAQ prior to the
issuance of the letter of credit secured convertible debentures. If the
shareholder approval is not obtained by January 31, 2002, the investor is no
longer obligated to purchase the letter of credit secured debentures. The
Company can not predict when, if at all, the required shareholder approval will
be obtained to permit the issuance of the secured convertible debentures. If we
do not obtain shareholder approval, or are not able to convert all of the letter
of credit secured convertible debentures to unsecured convertible debentures and
gain access to the proceeds from the letter of credit bank as described in the
"Prospectus Summary - The Private Placement" section of this prospectus, we
would need to raise additional capital to finance our business plan. Even if
shareholder approval is obtained and access to all the proceeds is available to
the Company, we many nonetheless require additional working capital if our
expenses exceed budgeted levels or revenues fall short of projections.

WE MAY BE REQUIRED TO ISSUE MORE SHARES OF COMMON STOCK UPON THE CONVERSION AND
EXERCISE OF THE SECURITIES ISSUED OR ISSUABLE AS PART OF THE PRIVATE PLACEMENT
TRANSACTION. SALES OF SUBSTANTIAL AMOUNTS OF COMMON STOCK IN THE PUBLIC MARKET
AS A RESULT OF THIS OFFERING, AND THE PRIVATE PLACEMENT GENERALLY, COULD REDUCE
THE MARKET PRICE OF OUR COMMON STOCK AND MAKE IT MORE DIFFICULT FOR US AND OUR
STOCKHOLDERS TO SELL OUR EQUITY SECURITIES IN THE FUTURE.

If we sell stock or stock equivalents at a price per share that is
below either the then-applicable conversion price of the debentures or below the
exercise price of the warrants, then the conversion or exercise price, as
applicable, of the debentures and warrants may adjust downward, subject to
certain enumerated exceptions. The number of additional shares of common stock
to which the holders of these securities would be entitled depends on the price
at which we sell our stock. Furthermore, at any time and from time to time after
the effectiveness of any registration statement relating to the resale of shares
for this financing program, and if certain conditions are met, we have the
right, upon 10 trading days' prior notice, to require the conversion of $300,000
and up to $2,500,000 of unsecured convertible debentures. The conversion prices,
at the time and to the extent of the conversion, will be determined based on a
discount ranging from 4% to 12% on the volume weighted average closing price for
the 10 trading days prior to the conversion. As a result of the foregoing, we
may be required to issue more shares of common stock upon the conversion and
exercise of the securities issued or issuable as part of the private placement
transaction.

Sales of substantial amounts of common stock in the public market as a
result of this offering, and the private placement generally, could reduce the
market price of our common stock and make it more difficult for us and our
stockholders to sell our equity securities in the future.

The number of shares to be registered hereby and to be registered in
the future relating to the letter of credit secured convertible debentures when
exchanged for unsecured debentures includes substantially more than the number
of shares that the selling stockholders are currently eligible to receive upon
the conversion of the convertible debentures. We are obligated to register for
resale more shares than are currently issuable under all of the convertible
debentures and may be obligated to register for resale in the future more shares
than are currently issuable under the warrants, pursuant to contractual
obligations with the selling stockholders and to ensure that a sufficient number
of shares is registered in the event that exercise price or conversion price
adjustments are made. If the price of our common stock decreased substantially
and we sold shares at a price lower than the conversion or exercise prices of
the securities issued or issuable as part of the private placement, the issuance
of a greater number of shares under those securities could have an effect on the
control of our company. The securities, however, cannot be converted or
exercised to the extent that a selling stockholder would then own, together with
its respective affiliates, more than 9.999% of the shares of common stock then
outstanding subsequent to the applicable conversion or exercise.

Although the sale of these additional shares to the public might
increase the liquidity of our stockholders' investments, the increase in the
number of shares available for public sale could drive the price of our common
stock down, thus reducing the value of your investment and perhaps hindering our
ability to raise additional funds in the future. In addition, to the extent
other restricted shares become freely salable, whether through an effective
registration statement or under Rule 144 of the Securities Act, or if, we issue
additional shares that might be or become freely salable, you could expect our
stock price to decrease.

FAILURE TO COMPLY WITH A NUMBER OF FINANCIAL COVENANTS RESULTS IN AN EVENT OF
DEFAULT UNDER THE UNSECURED CONVERTIBLE DEBENTURES.

At all times when unsecured convertible debentures are outstanding, the
Company covenants that it will not permit its cash balance ratio to outstanding
unsecured indebtedness to be less than 1.25 to 1. A failure to comply with this
covenant will be an event of default and the holder has the right to require the
Company to prepay 125% of the unpaid unsecured debenture and letter of credit
secured convertible debentures plus accrued interest thereon. Furthermore, an
event of default would result if the closing price of the Company's common stock
is less than $0.75 for 20 consecutive trading days or less than $0.50 for 10
consecutive trading days. Upon the occurrence of an event of default, the holder
has the right to require the Company to prepay 100% of the unpaid unsecured and
letter of credit secured convertible debentures plus accrued interest thereon.
The occurrence of an event of default would have a material adverse effect on
the Company.

IF OUR SHARES ARE DE-LISTED, YOU MIGHT NOT BE ABLE TO SELL YOUR INVESTMENT IN
OUR COMPANY.

Our common stock currently is listed for trading on the Nasdaq National
Market under the symbol "MCEL." Effective November 1, 2002, as a result of a
change in Nasdaq's requirements, we must maintain stockholders' equity of at
least $10 million, a minimum bid price of $1 and a market value of our
publicly-held shares of at least $5 million, or market capitalization of at
least $50 million, a minimum bid price of $3 and a market value of our
publicly-held shares of at least $15 million for continued listing on the Nasdaq
National Market. As of the date of this prospectus, we are not in compliance
with the Nasdaq National Market continued listing requirements, as revised on
November 1, 2002, because our stockholders' equity is less than $10 million. Our
stockholders' equity for the fiscal quarter ended September 30, 2002 was
$8,752,130. On November 25, 2002, we received written notification from Nasdaq
that we do not currently satisfy the minimum $10 million stockholders' equity
requirement for continued listing on the Nasdaq National Market. On December 10,
2002, we presented a compliance program to Nasdaq intended to achieve and
sustain compliance with the stockholders' equity requirement for continued
listing on the Nasdaq National Market. There can be no assurance that Nasdaq
will approve our compliance program.

In the event that we fail to satisfy the listing standards on a
continuous basis or Nasdaq determines that our compliance program is not
satisfactory, our common stock may be removed from the listing on the Nasdaq
National Market. If Nasdaq de-lists our common stock from the Nasdaq National
Market, trading of our common stock would be conducted on either the SmallCap
Market, other nationally recognized markets, the over-the- counter market on the
so-called "pink sheets" or, if available, NASD's "Electronic Bulletin Board." As
a result, stockholders may find it more difficult to purchase and sell, or to
obtain accurate quotations as to the value of, our common stock, and the trading
price per share could be reduced.

IF WE ARE UNABLE TO CONTINUE TO COMPLETE PROTOTYPE DEVELOPMENT AND ENGINEERING
OF COMMERCIALLY VIABLE HYDROGEN GENERATION SYSTEMS, WE WILL NOT BE ABLE TO BUILD
OUR BUSINESS AS ANTICIPATED.

We have produced and are currently demonstrating a number of test and
evaluation systems and are continuing our efforts to decrease the costs of our
systems' components and subsystems, improve their overall reliability and
efficiency and ensure their safety. In addition, while we are conducting tests
to predict the overall life of our systems, we have not yet tested our system's
longevity for the useful life required for commercialization.

FAILURE TO MEET MILESTONES AND PERFORMANCE GOALS WITH POTENTIAL CUSTOMERS COULD
DELAY OR IMPEDE COMMERCIALIZATION OF OUR TECHNOLOGY. POTENTIAL PURCHASERS OF OUR
SYSTEMS MAY DECLINE TO PURCHASE THEM OR CHOOSE TO PURCHASE ALTERNATE
TECHNOLOGIES.

We have established product development and commercialization
milestones and a timeline for achieving development goals related to our
technology, design improvements and fuel cost reduction goals. Delays and missed
milestones may have a material impact on our commercialization schedule. If we
experience delays in meeting our development goals or our systems experience
technical defects or if we are unable to meet cost or performance goals,
including system efficiency, hydrogen output useful life and reliability, our
commercialization schedule could be delayed. In such event, potential purchasers
of our commercial systems may choose alternative technologies and any delays
could allow potential competitors to gain market advantages.

OUR HYDROGEN GENERATION SYSTEMS MAY ONLY BE COMMERCIALLY VIABLE AS A COMPONENT
OF OTHER COMPANIES' PRODUCTS, AND THESE COMPANIES MAY CHOOSE NOT TO INCLUDE OUR
SYSTEMS IN THEIR PRODUCTS.

To be commercially viable, our hydrogen generation systems must be
integrated into products manufactured by original equipment manufacturers, which
are known as OEMs. We can offer no guarantee that OEMs will manufacture
appropriate products or, if they do manufacture such products, that they will
choose to use our sodium borohydride hydrogen generation systems. Any
integration, design, manufacturing or marketing problems encountered by OEMs
could adversely affect the market for our hydrogen generation systems and our
financial results.

ANY PERCEIVED PROBLEM WHILE CONDUCTING DEMONSTRATIONS OF OUR TECHNOLOGY COULD
HURT OUR REPUTATION AND THE REPUTATION OF OUR PRODUCTS, WHICH WOULD IMPEDE THE
DEVELOPMENT OF OUR BUSINESS.

We are currently field-testing our sodium borohydride technology and we
plan to conduct additional field tests in the future. Although to date we have
not experienced any problems in our field-testing, these field tests may
encounter problems and delays for a number of reasons, including the failure of
our technology, the failure of the technology of others, the failure to combine
these technologies properly and the failure to maintain and service the test
prototypes properly. Many of these potential problems and delays are beyond our
control. In addition, field test programs, by their nature, involve delays and
modifications. Any problem or perceived problem with our field tests could hurt
our reputation and the reputation of our products.

A MASS MARKET FOR OUR PRODUCTS MAY NEVER DEVELOP OR MAY TAKE LONGER TO DEVELOP
THAN WE ANTICIPATE.

A mass market may never develop for sodium borohydride hydrogen
generation systems, or may develop more slowly than we anticipate. Fuel cells
and internal combustion engines operating on hydrogen generation systems
represent an emerging market, and we do not know whether end-users will want to
use them. The development of a mass market for these systems may be affected by
many factors, some of which are beyond our control, including:

o the acceptance in mass markets of hydrogen as an alternative fuel
source,

o the cost competitiveness of our hydrogen generation systems,

o acceptance of fuel cells as a reliable cost competitive energy
source,

o the emergence of newer, more competitive technologies and
products,

o the future cost of sodium borohydride,

o regulatory requirements,

o consumer perceptions of the safety of our products, and

o consumer reluctance to try a new product.

If a mass market fails to develop or develops more slowly than we
anticipate, we may be unable to recover the losses we will have incurred in the
development of our products and we may never achieve profitability.

SINCE ZERO EMISSION VEHICLE REQUIREMENTS CAN BE MET WITHOUT USING FUEL CELLS,
TRANSPORTATION INDUSTRY MANUFACTURERS MAY USE OTHER TECHNOLOGIES TO MEET
REGULATORY REQUIREMENTS.

It is possible to meet the zero emission vehicle requirements imposed
by California and certain northeastern states by using technologies other than
our sodium borohydride hydrogen generation systems. In addition, some major
transportation industry manufacturers are seeking to develop their own
proprietary fuel cell systems with different hydrogen sources. We can offer no
assurance that transportation industry manufacturers will use our sodium
borohydride hydrogen generation technology in their vehicles to meet regulatory
requirements. Their failure to do so could have a negative effect on our
business and financial results.

CHANGES IN ENVIRONMENTAL POLICIES COULD RESULT IN TRANSPORTATION INDUSTRY
MANUFACTURERS ABANDONING THEIR INTEREST IN FUEL CELL POWERED VEHICLES. THIS MAY
SUBSTANTIALLY LESSEN THE MARKET FOR OUR PRODUCTS AND HARM THE DEVELOPMENT OF OUR
BUSINESS.

To date, the interest in fuel cell technology in the transportation
industry has been driven in large part by environmental laws and regulations
mainly in California and, to a lesser extent, certain northeastern states. There
can be no guarantee that these laws and regulations will not change. Changes in
these laws and regulations could result in transportation industry manufacturers
abandoning their interest in fuel cell powered vehicles. In addition, if current
laws and regulations in the United States and Europe are not kept in force or if
further environmental laws and regulations are not adopted in these
jurisdictions as well as in other jurisdictions, demand for vehicular fuel cells
may be limited.

Although the development of alternative energy sources, and in
particular fuel cells, has been identified as a significant priority by many
governments, we cannot assure you that governments will not change their
priorities or that any such change would not negatively affect our business or
the development of our products.

WE WILL CONTINUE TO FACE INTENSE COMPETITION FROM ENERGY TECHNOLOGY COMPANIES
AND MAY BE UNABLE TO COMPETE SUCCESSFULLY.

Our products face and will continue to face significant competition.
New developments in technology may negatively affect the development or sale of
some or all of our products or make our products uncompetitive or obsolete. A
large number of corporations, national laboratories and universities in the
United States, Canada, Europe and Japan are pursuing alternative hydrogen
storage and delivery technologies. These entities, many of which have
substantially greater resources than we do, are currently engaged in the
development of products and technologies that are similar to, or may be
competitive with, certain of our products and technologies.

As more potential competitors understand the potential of fuel cells to
replace existing power sources and the necessity of hydrogen to power those fuel
cells, there will be increased competition in the hydrogen delivery and storage
product segment. This competition will come from current storage technologies,
from improvements

to current storage technologies and from new alternative storage technologies.
We will compete in each of our target markets based on that market's desired
product characteristics, such as safety, cost, size, environmental impact, ease
of use and a variety of other attributes. Depending on the specific desired
attributes of each market and application, our technology may or may not be able
to compete successfully.

OUR FAILURE TO OBTAIN OR MAINTAIN THE RIGHT TO USE CERTAIN INTELLECTUAL PROPERTY
MAY NEGATIVELY AFFECT OUR BUSINESS.

Our future success and competitive position depends in part upon our
ability to obtain or maintain certain proprietary intellectual property to be
used in our principal products. This may be achieved in part by prosecuting
claims against others who we believe are infringing on our rights and by
defending claims of intellectual property infringement by our competitors. While
we are not currently engaged in any material intellectual property litigation,
we could become subject to lawsuits in which it is alleged that we have
infringed the intellectual property rights of others or we could commence
lawsuits against others who we believe are infringing upon our rights. Our
involvement in intellectual property litigation could result in significant
expense to us, adversely affecting the development of sales of the challenged
product or intellectual property and diverting the efforts of our technical and
management personnel, whether or not such litigation is resolved in our favor.
In the event of an adverse outcome as a defendant in any such litigation, we
may, among other things, be required to:

o pay substantial damages,

o cease the development, manufacture, use, sale or importation of
products that infringe upon other patented intellectual property,

o expend significant resources to develop or acquire non-infringing
intellectual property,

o discontinue processes incorporating infringing technology, or

o obtain licenses to the infringing intellectual property.

An adverse outcome as plaintiff, in addition to the costs involved,
may, among other things, result in the loss of the patent in a suit by a holding
of invalidity or unenforceability, significantly increase competition as a
result of the holding, and require the payment of penalties resulting from
counterclaims by the defendant.

We cannot assure you that we would be successful in such development or
acquisition or that such licenses would be available upon reasonable terms. Any
such development, acquisition or license could require the expenditure of
substantial time and other resources and could have a negative effect on our
business and financial results.

WE MAY NOT BE ABLE TO PROTECT THE RIGHTS TO OUR INTELLECTUAL PROPERTY.

Failure to protect our existing intellectual property rights may result
in the loss of our exclusivity or the right to use our technologies. If we do
not adequately ensure our freedom to use certain technology, we may have to pay
others for rights to use their intellectual property, pay damages for
infringement or misappropriation and/or be enjoined from using such intellectual
property. We rely on patent, trade secret, trademark and copyright law to
protect our intellectual property. The patents that we have obtained will expire
as early as 2015 and the most recently filed applications, if issued, will not
expire until 2021. Some of our intellectual property is not covered by any
patent or patent application. As we further develop our system and related
intellectual property, we expect to seek additional patent protection. Our
patent position is subject to complex factual and legal issues that may give
rise to uncertainty as to the validity, scope and enforceability of a particular
patent. Accordingly, we cannot assure you that:

o any of the patents owned by us or other patents that other parties
license to us in the future will not be invalidated, circumvented,
challenged, rendered unenforceable or licensed to others, or

o any of our pending or future patent applications will be issued
with the breadth of claim coverage sought by us, if issued at all,
or

o any patents owned by or licensed to us, although valid, will not
be dominated by a patent or patents to others having broader
claims.

In addition, effective patent, trademark, copyright and trade secret
protection may be unavailable, limited or not applied for in certain foreign
countries.

We also seek to protect our proprietary intellectual property,
including intellectual property that may not be patented or patentable, in part
by confidentiality agreements. We cannot assure you that these agreements will
not be breached, that we will have adequate remedies for any breach or that such
persons will not assert rights to intellectual property arising out of these
relationships.

The members of our scientific advisory board are employed by entities
other than us, some of which may compete with us. We have not entered into
non-competition agreements with any of our scientific advisors. If any of them
were to consult with or become employed by any of our competitors, our business
could be negatively affected.

SODIUM BOROHYDRIDE IS CURRENTLY A SPECIALTY CHEMICAL, PRODUCED IN LIMITED
QUANTITIES AND SOLD AT HIGH MARGINS. AS A RESULT, THE ENERGY PRODUCED BY OUR
SYSTEMS MAY COST MORE THAN ENERGY PROVIDED THROUGH CONVENTIONAL AND ALTERNATIVE
SYSTEMS. ACCORDINGLY, OUR SYSTEMS MAY BE LESS ATTRACTIVE TO POTENTIAL USERS.

Our systems' ability to produce energy depends on the availability and
pricing of sodium borohydride. Sodium borohydride is currently a specialty
chemical that has limited commercial use and is not manufactured in vast
quantities. There are a limited number of manufacturers of sodium borohydride
located in the United States and Europe and there can be no assurance that the
high cost of this specialty chemical will be reduced.

We believe that we can compete in the portable power and micro power
markets at the current price of sodium borohydride, but it will be necessary to
scale-up production of the chemical to be cost competitive in the transportation
markets. If market acceptance of our technology increases in the transportation,
portable power and battery markets, we believe that this increase in demand for
sodium borohydride will result in the need for additional global manufacturing
capacity. There can be no assurance that we will be able to successfully engage
other companies to increase the production of sodium borohydride to meet the
required demand.

If the price of sodium borohydride is such that the energy produced by
our systems costs more than the energy provided through conventional and other
alternative systems, our systems may be less attractive to potential users.

IF LOWER COST PROCESSES FOR THE MANUFACTURE OF SODIUM BOROHYDRIDE ARE NOT
DEVELOPED AND DEMONSTRATED, OUR COMMERCIALIZATION PLANS IN THE TRANSPORTATION
INDUSTRY MAY BE HINDERED.

If lower cost processes for the manufacture of sodium borohydride are
not developed, it may negatively affect our ability to compete in all the
potential markets we intend to pursue, particularly the transportation markets.
This may have an adverse effect on our growth of operations and our financial
results.

WE ARE DEPENDENT ON COMPANIES OR GOVERNMENTAL AGENCIES TO DEVELOP THE
INFRASTRUCTURE REQUIRED TO USE OUR TECHNOLOGIES IN CERTAIN APPLICATIONS OR
MARKETS.

Our supply chain plan is focused primarily on the global joint
development and licensing of a proprietary process for the manufacture and
regeneration of sodium borohydride with large, industrial partners including
borate producers, industrial hydrogen providers, chemical providers, and major
energy producers (including oil, gas, and electricity companies). Our success in
this area is dependent on our ability to enter into partnerships or other
cooperative arrangements with these companies. In addition, in the
transportation markets, it will be necessary to make changes to the current fuel
delivery infrastructure in order for our products to be used by consumers on a
mass scale. There can be no assurance that we will be able to rely on companies
and/or government agencies to make the infrastructure changes needed for our
technology to be used on a mass scale in all potential markets.

ANY ACCIDENTS INVOLVING OUR PRODUCTS OR THE RAW MATERIALS USED IN OUR PRODUCTS
COULD IMPAIR THEIR MARKET ACCEPTANCE.

Sodium borohydride fuel solutions have a high pH, and may be corrosive
and harmful to human skin. In powder form, it can be fatal if swallowed and may
cause skin burns in contact with moist skin. The long-term health effects of the
fuel have not been evaluated. If spilled in the ground or water it could
adversely impact plant, marine, or animal life. Furthermore, if sodium
borohydride comes into contact with water, it could generate flammable hydrogen
gas. In solid form, sodium borohydride is also combustible and could produce
hazardous and/or flammable decomposition products in a fire.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares by the
selling stockholders.

SELLING STOCKHOLDERS

The following table sets forth information regarding the beneficial
ownership of shares of common stock by the selling stockholders as of December
10, 2002, and the number of shares of common stock covered by this prospectus.
Beneficial ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to securities. The
shares of common stock and the shares of common stock issuable upon exercise of
the related warrants are deemed outstanding and to be beneficially owned by the
selling stockholders. However, the shares of common stock issuable upon
conversion of the unsecured and letter of credit secured convertible debentures
and exercise of the related warrants are not deemed outstanding or to be
beneficially owned by the selling stockholder. Each selling stockholder is
prohibited from acquiring shares of common stock under the debentures and the
warrants (as applicable) to the extent that such acquisition would result in the
selling stockholder, together with any of its respective affiliates,
beneficially owning in excess of 9.999% of our common stock outstanding after
such acquisition. The selling stockholders have not held any position or office
and have not had any other material relationship with us or any of our
affiliates within the past three years.

We are registering more than the number of shares issuable under the
unsecured convertible debentures pursuant to our contractual obligations with
one of the selling stockholders to ensure that a sufficient number of shares is
registered for resale. The selling stockholder may receive more shares than it
is currently entitled to receive upon conversion of the unsecured convertible
debentures based on the initial conversion price of $4.25 because the conversion
price is subject to anti-dilution adjustments due to stock splits, stock
dividends or similar transactions. In addition, from time to time after the
effective date of this registration statement and if certain conditions are met,
the Company has the right, upon 10 trading days prior notice, to require the
conversion of $300,000 and up to $2,500,000 of unsecured convertible debentures.
The conversion price at the time and to the extent of the conversion will be
determined based on a discount ranging from 10% to 12% of the volume

weighted average closing price for the 10 trading days prior to the conversion.
The shares offered by the selling shareholders under this prospectus do not
include shares which they may acquire from us in the future as a result of
adjustments to the exercise price of the warrants or conversion price of the
unsecured debentures due to sales by the Company of stock or stock equivalents
at a price per share that is below the then applicable exercise price of the
warrants or conversion price of the unsecured debentures. Pursuant to a
contractual obligation with the selling shareholders, if the conversion or
exercise prices are adjusted due to subsequent sales of stock or stock
equivalents, the Company may be required to file a separate registration
statement relating to such shares.

The percentage of ownership for the selling stockholders disclosed in
this table is based on 29,027,491 shares of common stock outstanding as of
December 10, 2002, plus any common stock equivalents exercisable within 60 days
and held by that holder. Both the number of shares listed as beneficially owned
after the offering by the selling stockholders in the table and selling
stockholders' percentage of share ownership after the offering are based on the
assumption that all of the shares being offered are sold pursuant to this
offering, and that no other shares of common stock are acquired or disposed of
by the selling stockholders prior to the termination of this offering. Because
the selling stockholders may sell all, some or none of their shares or may
acquire or dispose of other shares of common stock, we cannot estimate the
aggregate number of shares that will be sold in this offering or the number or
percentage of shares of common stock that the selling stockholders will own upon
completion of this offering.

Information with respect to the shares of our common stock beneficially
owned by the selling stockholders follows:

BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO AFTER
RESALE OF SHARES RESALE OF SHARES
-------------------- --------------------
Number of
Number of Shares Being Number of
Name of Selling Shareholder Shares Percent Offered Shares (3) Percent(3)
- --------------------------- ------ ------- ------- ---------- ----------

Pine Ridge Financial, Inc. 592,008(1) 2.0% 3,584,519 0 0%

ZLP Master Technology Fund, Ltd. 412,797(2) 1.4% 367,994 0 0%
--------------- ----------------

TOTALS 1,004,805 3,952,513

- -------------------

(1) Includes: (a) warrants to acquire 224,014 shares of common stock (subject to
the 9.999% exercise limitation described above) acquired from us in a private
placement on June 19, 2002 and (b) 294,395 shares of common stock held directly
and warrants to acquire 73,599 shares of common stock (subject to the 9.999%
exercise limitation described above) acquired in the private placement on
October 31, 2002, and excludes 2,973,847 shares that are issuable upon
conversion of the unsecured convertible debentures and 242,678 shares that are
issuable upon the exercise of warrants (subject to the 9.999% conversion and
exercise limitation described above).

(2) Includes: (a) warrants to acquire 44,803 shares of common stock (subject to
the 9.999% exercise limitation described above) acquired from us in a private
placement on June 19, 2002 and (b) 294,395 shares of common stock held directly
and warrants to acquire 73,599 shares of common stock (subject to the 9.999%
exercise limitation described above) acquired in the private placement on
October 31, 2002.

(3) Assuming resale of all shares offered hereunder.

PLAN OF DISTRIBUTION

The selling stockholders and any pledgees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling stockholders may use any one or more of the
following methods when selling shares:

o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;

o block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;

o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;

o an exchange distribution in accordance with the rules of the
applicable exchange;

o privately negotiated transactions;

o short sales;

o broker-dealers may agree with the selling stockholder to sell a
specified number of such shares at a stipulated price per share;

o a combination of any such methods of sale; and

o any other method permitted pursuant to applicable law.

The selling stockholders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended, if available, rather than under this
prospectus.

Broker-dealers engaged by the selling stockholders may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling stockholders (or, if any broker-dealer
acts as agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.

The selling stockholders may from time to time pledge or grant a
security interest in some or all of the common stock, convertible debentures or
warrants owned by them and, if they default in the performance of their secured
obligations, the pledgees or secured parties may offer and sell the shares of
common stock from time to time under this prospectus, or under an amendment to
this prospectus under Rule 424(b)(3) or other applicable provision of the
Securities Act amending the list of selling stockholders to include the pledgee,
transferee or other successors in interest as selling stockholders under this
prospectus.

The selling stockholders also may transfer the shares of common stock
in other circumstances, in which case the transferees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of
this prospectus.

The selling stockholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. The selling stockholders have
informed the company that they do not have any agreement or understanding,
directly or indirectly, with any person to distribute the common stock.

The Company has agreed to indemnify the selling stockholders against
certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.

LEGAL MATTERS

The validity of the shares of common stock offered by this prospectus
will be passed upon for us by Gibbons, Del Deo, Dolan, Griffinger & Vecchione,
P.C., Newark, New Jersey.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our financial
statements included in our Annual Report on Form 10-K for the year ended
December 31, 2001, as set forth in their report, which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
financial statements are incorporated by reference in reliance on Ernst & Young
LLP's report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-3 under
the Securities Act and the rules and regulations thereunder for the registration
of the resale of shares of common stock. This prospectus is part of the
registration statement. As allowed by the SEC rules, this prospectus does not
contain all the information you can find in the registration statement or the
exhibits to the registration statement.

The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus, except for
any information superseded by information in this prospectus and information we
file later with the SEC will automatically update and supersede this
information. This prospectus incorporates by reference the documents set forth
below that we have previously filed with the SEC. These documents contain
important information about us, our business and our finances.

The documents that we are incorporating by reference are:

o Our Annual Report on Form 10-K for the year ended December 31,
2001;

o Our Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30 and September 30, 2002;

o Our Current Reports on Form 8-K filed with the SEC on June 26,
November 5 and December 13, 2002;

o The description of our common stock that is contained in our
Registration Statement on Form S-1 filed with the SEC on January
9, 2001.

Any document which we file pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus but before the end
of any offering of securities made under this prospectus will also be considered
to be incorporated by reference.

If you request, either orally or in writing, we will provide you with a
copy of any or all documents which are incorporated by reference. We will
provide such documents to you free of charge, but will not include any exhibits,
unless those exhibits are incorporated by reference into the document. You
should address requests for documents to Norman R. Harpster, Jr., Chief
Financial Officer, Millennium Cell Inc., 1 Industrial Way West, Eatontown, New
Jersey 07724.

You can inspect and copy all or any portion of the registration
statement or any reports, statements or other information we file at the public
reference facility maintained by the Securities and Exchange Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You may call the
Securities and Exchange Commission at 1-800-SEC-0330 for further information
about the operation of the public reference rooms. Copies of all or any portion
of the registration statement can be obtained from the public reference section
of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. In addition, the registration statement is
publicly available through the Securities and Exchange Commission's Internet
site located at www.sec.gov.

[MILLENNIUM CELL LOGO]

3,952,513 SHARES OF COMMON STOCK

PROSPECTUS