UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



Date of report (Date of earliest event reported)                July 23, 2003


                              Millennium Cell Inc.
                              --------------------
               (Exact Name of Registrant as Specified in Charter)




Delaware                            000-31083                        22-3726792
- -------------------------------------------------------------------------------
(State or Other Jurisdiction     (Commission File            (IRS Employer
  of Incorporation)                   Number)              Identification No.)


               1 Industrial Way West, Eatontown, New Jersey 07724
               --------------------------------------------------
              (Address of Principal Executive Offices) (Zip Code)



Registrant's telephone number, including area code:           (732) 542-4000
                                                             ----------------



                                 Not Applicable
                                 --------------
          (Former Name or Former Address, if Changed Since Last Report)






Item 7.  Exhibits.

         (c)  Exhibits:

 99.1 Earnings Release, dated July 23, 2003, issued by Millennium Cell Inc.

Item 9. Information Provided Under Item 12 (Results of Operations and Financial
Conditions).

         The following information is furnished pursuant to Item 12, "Results of
Operations and Financial Conditions."

         On July 23, 2003, Millennium Cell Inc. issued a press release
announcing its financial results for the fiscal quarter ended June 30, 2003. A
copy of the press release is furnished as Exhibit 99.1 to this report.




                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                          MILLENNIUM CELL INC.
                                         (Registrant)


                                          By: /s/ Stephen S. Tang
                                          Stephen S. Tang
                                          Chief Executive Officer & President,
                                          Acting Chief Financial Officer

Dated:  July 23, 2003




                               INDEX TO EXHIBITS



Exhibit No.  Description

99.1         Press release, dated July 23, 2003, issued by Millennium Cell Inc.