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)              February 17, 2004


                              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 12.  Results of Operations and Financial Condition

     On  February  17,  2004,  Millennium  Cell  Inc.  issued  a  press  release
announcing its financial results for the fiscal quarter ended December 31, 2003.
A copy of the press release is furnished as Exhibit 99.1 to this report.

     The information in this report shall not be deemed to be filed for purposes
of Section 18 of the Securities  Exchange Act of 1934 (the "Exchange  Act"),  as
amended, or otherwise subject to the liability of that Section, and shall not be
incorporated  by reference  into any  registration  statement or other  document
filed under the Securities Act of 1933, as amended,  or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.




                                    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:  February 17, 2004




                               INDEX TO EXHIBITS



Exhibit No.  Description

99.1     Press release, dated February 17, 2004, issued by Millennium Cell Inc.