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

~~October~~January 103, ~~2007~~2008

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:

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

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

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

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

Item 3.02 Unregistered Sales of Equity Securities.

On ~~October~~On 10December 17, 2007, Millennium Cell Inc. (the “Company”) issued ~~225,000~~ 365,854 shares of its common stock to a holder of the Company’s Series C2 ~~Convertible~~ Convertible Preferred Stock (“Series C2 Stock”) upon such holder’s conversion of ~~135~~150 shares of such ~~stock. On~~ ~~that same day, the Company issued 381,747 shares of its common~~ stock ~~to two holders of warrants to purchase shares of the Company’s common stock, issued on April 25, 2005, upon the exercise by such holders of such warrants~~. ~~In connection with the exercise of such warrants, the Company received gross proceeds of $229,050.~~

On ~~October~~January 112, ~~2007~~2008, the Company issued ~~83,333~~an ~~shares~~aggregate of ~~its common stock to a holder of the Company’s Series C2 Convertible Preferred Stock upon such holder’s conversion of 50 shares of such stock. On that same day~~235,499 ~~the Company issued 284,583~~ shares of its common stock to a holder of ~~a warrant to purchase shares of~~ the Company’s ~~common~~ ~~stock,~~Convertible ~~issued~~Debentures onDue ~~June~~February 1916, ~~2002,~~2009 upon ~~the exercise by~~ such holder’s ofconversion ~~such~~of ~~warrant. In~~$100,000 ~~connection~~principal ~~with~~amount ~~the exercise~~ of such ~~warrant, the Company received gross proceeds of $170,750~~debentures.

On ~~October~~January 123, ~~2007~~2008, the Company issued ~~143~~an aggregate of 1,~~750~~625,000 shares of its common stock to atwo ~~holder~~holders of ~~a warrant to purchase shares~~the ~~of the~~ Company’s ~~common~~Series ~~stock,~~C2 ~~issued~~Stock onupon ~~April 25, 2005,~~such ~~upon~~holders’ ~~the exercise~~conversion byof ~~such~~455 ~~holder~~shares of such ~~warrant~~ stock. InAfter ~~connection~~giving ~~with~~effect ~~the exercise~~to of such ~~warrant~~conversions, ~~the~~there ~~Company~~are ~~received~~no ~~gross~~longer any ~~proceeds~~shares of ~~$86,250~~ Series C2 Stock outstanding.

~~The~~Additionally, ~~shares~~on ~~issued~~January ~~upon~~3, ~~the~~2008, ~~conversions~~the ~~and~~Company ~~exercises described above were~~ issued toan ~~existing~~aggregate ~~security~~of ~~holders~~809,627 ~~and no commission~~shares orof ~~other~~its ~~remuneration~~common ~~was~~stock ~~paid~~to ~~or given directly or indirectly for~~three ~~soliciting~~holders ~~such~~of ~~conversions. Accordingly,~~ the ~~issuance~~Company’s ofConvertible ~~such~~Debentures ~~shares of~~Due ~~common~~February ~~stock~~16, ~~was~~2009 ~~made~~upon ~~pursuant to an exemption from registration contained~~such ~~in Section~~holders’ ~~3(a)(9)~~conversion of ~~the~~$256,410 ~~Securities~~principal ~~Act~~amount of ~~1933, as amended~~such debentures.

The shares issued 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.

SIGNATURES

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 hereunto duly authorized.

Millennium Cell Inc.

By: /s/ John D. Giolli

Name: John D. Giolli, CPA

Title: Chief Financial Officer

Date: ~~October~~January 164, ~~2007~~2008

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