UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

~~June~~July 2830, 2007

Date of Report (Date of earliest event reported)

Millennium Cell Inc.

(Exact name of Registrant as specified in its charter)

Delaware	000-31083	22-3726792
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

1 Industrial Way West

Eatontown, New Jersey 07724

(Address of principal executive offices)

(732) 542-4000

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 32.02 Results of ~~Unregistered~~Operations ~~Sales~~and ofFinancial ~~Equity Securities~~Condition.

On ~~May~~July 2930, 2007, Millennium Cell Inc. (the “Company”) issued ~~228,217~~ ~~shares~~a ofpress ~~its~~release ~~common stock~~ to report ~~a holder of~~ the Company’s ~~Amended~~financial ~~and Restated~~results ~~Unsecured~~for ~~Convertible~~the ~~Debentures~~first ~~Due~~quarter ~~September~~of 2007. The ~~30,~~full ~~2007~~text ~~upon~~of the ~~Company’s~~ ~~conversion~~press ofrelease ~~$150,000~~is ~~principal~~attached ~~amount~~hereto ~~of such~~as ~~debentures~~Exhibit 99.1.

OnThe ~~June~~information disclosed under this Item 2.02 and in Exhibit 99.1 attached hereto ~~28,~~shall ~~2007,~~not ~~the~~be ~~Company~~deemed ~~issued~~“filed” anfor ~~aggregate~~purposes of ~~642,262~~Section ~~shares~~18 of ~~its~~the ~~common~~Securities Exchange ~~stock~~Act of 1934, as amended (the “Exchange Act”), or otherwise subject to ~~four~~the ~~holders~~liabilities of ~~the~~that ~~Company’s~~section, ~~Series~~nor C2shall ~~Convertible~~such ~~Preferred~~information ~~Stock~~be ~~upon~~deemed incorporated by reference in any filing under the Securities Act of 1933, as ~~Company’s~~amended, ~~conversion~~or ofthe ~~400~~Exchange ~~shares~~Act, ofexcept ~~such~~as ~~stock~~may be expressly set forth in any such filings.

~~The~~Item ~~shares~~9.01 Financial ~~issued~~Statements ~~upon the conversions described above were issued to existing security holders~~ and ~~no commission or other remuneration was paid or given~~ directly or indirectly for soliciting such conversions. Accordingly, the issuance of such shares of common stock was made pursuant to an exemption from registration contained in Section 3(a)(9) of the Securities Act of 1933, as amended. Exhibits

(d) Exhibits

99.1

Press Release issued by Millennium Cell Inc. on July 30, 2007 entitled “Millennium Cell Reports Second Quarter Results.”

The information contained in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth in any such filings.

Cautionary Note Regarding Forward-looking Statements:

SIGNATURES

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

Millennium Cell Inc. ~~(Registrant) By: /s/ John D. Giolli Name: John D. Giolli, CPA Title: Chief Financial Officer~~

~~Date~~By: /s/ ~~July~~John ~~5, 2007~~D. Giolli

Name: John D. Giolli, CPA

Title: Chief Financial Officer

Date: July 30, 2007

Exhibit Index

99.1

Press Release issued by Millennium Cell Inc. on July 30, 2007 entitled “Millennium Cell Reports Second Quarter Results.”

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