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

~~January~~February 35, 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 1.~~02 Unregistered~~01. Entry ~~Sales~~into ofa ~~Equity~~Material ~~Securities.~~Definitive Agreement

On February ~~December 17~~5, ~~2007~~2008, Millennium Cell Inc. (the “Company”) ~~issued~~entered ~~365,854~~into ~~shares~~Letter Agreements (the “Letter Agreements”) with each of ~~its~~the ~~common~~holders ~~stock~~together toconstituting a ~~holder~~majority of the outstanding principal amount of the Company’s ~~Series~~Unsecured C2 Convertible ~~Preferred~~Debentures ~~Stock~~with ~~(“Series~~an Original C2Issue ~~Stock~~Date of February 16, 2007 (the “Convertible Debentures”) ~~upon~~ ~~such~~whereby ~~holder’s~~the ~~conversion~~Convertible ofDebentures ~~150~~were ~~shares~~amended ofto, ~~such~~among other ~~stock.~~things:

~~On January~~(a) 2,increase ~~2008,~~ the ~~Company issued an~~ aggregate ofoutstanding ~~235,499~~principal ~~shares~~amount of ~~its common stock to a holder of the Company’s~~ Convertible Debentures ~~Due~~held ~~February~~by ~~16,~~each ~~2009 upon such~~ holder’s ~~conversion~~thereof ~~of $100,000~~by ~~principal amount of such debentures.~~20%;

~~On January~~(b) 3,revise ~~2008,~~ the ~~Company~~definition ~~issued an~~of ~~aggregate~~the ofterm ~~1,625,000~~“Eligible ~~shares~~Market” ofto ~~its~~include ~~common~~the ~~stock~~OTC toBulletin ~~two~~Board ~~holders~~thus ofenabling the Company’s ~~Series~~common C2stock, ~~Stock~~par ~~upon~~value ~~such~~$0.001 ~~holders’~~(the ~~conversion~~“Common ofStock”) ~~455~~to ~~shares~~be ofquoted ~~such stock. After~~on ~~giving~~the ~~effect~~OTC toBulletin ~~such~~Board ~~conversions,~~without ~~there~~adverse ~~are~~effect noto ~~longer any~~the ~~shares~~Company ofunder ~~Series~~the C2Convertible ~~Stock outstanding.~~Debentures;

~~Additionally, on~~(c) ~~January~~revise ~~3, 2008,~~ the ~~Company~~ ~~issued~~definition ~~an aggregate~~ of ~~809,627~~the ~~shares~~term of“Maturity ~~its~~Date” ~~common stock~~ to ~~three holders~~extend ofsuch ~~the~~date ~~Company’s~~to ~~Convertible Debentures Due~~ February 16, ~~2009 upon such holders’ conversion of $256,410 principal amount of such debentures.~~2010;

~~The shares~~(d) ~~issued~~modify ~~upon~~the “Cash to Unsecured Indebtedness Ratio Test” to provide that (i) during the ~~conversions described~~period ~~above~~commencing ~~were~~on ~~issued~~February 5, 2008 through July 1, 2008, the Company is not subject to ~~existing~~the ~~security~~Cash ~~holders~~to Unsecured Indebtedness Ratio Test and no(ii) ~~commission or other~~from ~~remuneration~~July ~~was~~1, ~~paid~~2008 oruntil ~~given~~such ~~directly~~time oras ~~indirectly~~the ~~for~~Convertible ~~soliciting such conversions. Accordingly~~Debentures are no longer outstanding, the ~~issuance~~Company ofmust ~~such~~maintain ~~shares~~a ofCash ~~common~~to ~~stock was~~Unsecured ~~made~~Indebtedness ~~pursuant~~Ratio toof anat ~~exemption~~least ~~from~~0.25 ~~registration~~to ~~contained~~1.0, inwhich ~~Section~~represents 3(a~~)(9)~~ reduction of the ~~Securities~~Cash ~~Act~~to ofUnsecured ~~1933,~~Indebtedness asRatio ~~amended~~the Company was previously obligated to maintain.

The foregoing summary is qualified in its entirety by the full text of the form of Letter Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1

Form of Letter Agreement, by Millennium Cell Inc. and each of the holders together constituting a majority of the outstanding Convertible Debentures.

SIGNATURES

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

Date: February 5, 2008

Millennium Cell Inc.

By: /s/ John D. Giolli

Name: John D. Giolli, CPA

Title: Chief Financial Officer

Date: January 4, 2008

Exhibit Index

10.1 Form of Letter Agreement, by Millennium Cell Inc. and each of the holders together constituting a majority of the outstanding Convertible Debentures.

Filing Compare · MILLENNIUM CELL INC