FORM 10-KSB

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


(Mark  One)

[X]     ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF  1934

        For  the  fiscal  year  ended  December  31,  2000

[ ]     TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934

        For  the  transition  period  from ________ to ________.

Commission  file  number:  000-26957


                              DCH TECHNOLOGY, INC.
                 (Name of Small Business Issuer in Its Charter)

DELAWARE                                  2810                        84-1349374
------------------------------  ----------------------------  ------------------
(State or Jurisdiction of      (Primary Standard Industrial   (I.R.S. Employer
Incorporation or Organization)  Classification Code Number)  Identification No.)

                             27811 Avenue Hopkins #6
                           Valencia, California 91355
                                 (661) 775-8120
          (Address and Telephone Number of Principal Executive Offices)

   Securities registered pursuant to Section 12(b) of the Exchange Act:  None
      Securities registered pursuant to Section 12(g) of the Exchange Act:

                                                   Name of each exchange
     Title of each class                            on which registered
     -------------------                         ------------------------
Common Stock, $.01 par value                      American Stock Exchange

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the  Exchange Act during the preceding 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]


<PAGE>
Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [_]

Registrant's  revenues  for  the  year  ended  December  31, 2000 were $961,551.

As  of February 28, 2001, the approximate aggregate market value of voting stock
held by non-affiliates of the registrant was $54,638,808 (based upon the closing
price  for  shares  of the registrant's common stock as reported by the American
Stock  Exchange  on  that  date).  Shares  of common stock held by each officer,
director,  and  holder  of  5% or more of the outstanding common stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of  affiliate  status  is  not  necessarily a conclusive determination for other
purposes.

APPLICABLE  ONLY  TO  CORPORATE  ISSUERS:

As  of  February 28, 2001, the registrant had 27,864,596 shares of common stock,
$.01  par  value  per  share,  outstanding.

Documents  Incorporated  by  Reference:  None

Traditional  Small  Business  Disclosure  Format  [ ]  Yes  [X]  No


<PAGE>
                              DCH TECHNOLOGY, INC.

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                     PART I.
                                     -------

ITEM  1.     Description  of  Business                                       1

ITEM  2.     Description  of  Property                                       19

ITEM  3.     Legal  Proceedings                                              19

ITEM  4.     Submission of Matters to a Vote of Security Holders             19

                                    PART II.
                                    --------

ITEM  5.     Market For Common Equity and Related Stockholder Matters        20

ITEM  6.     Management's Discussion and Analysis of Financial Condition
             and  Results  of  Operations                                    22

ITEM  7.     Financial  Statements                                           F-1

ITEM  8.     Changes in and Disagreements With Accountants on Accounting
             and  Financial  Disclosure                                      30

                                    PART III.
                                    ---------

ITEM  9.     Directors, Executive Officers, Promoters and Control Persons;
             Compliance With Section 16(a) of the Exchange Act               30

ITEM  10.    Executive  Compensation                                         35

ITEM  11.    Security Ownership of Certain Beneficial Owners and Management  37

ITEM  12.    Certain  Relationships  and  Related  Transactions              39

ITEM  13.    Exhibits  and  Reports  on  Form  8-K                           39


<PAGE>
                                     PART I.
                                     -------

                                     ITEM 1.

                             DESCRIPTION OF BUSINESS

OVERVIEW

     DCH  (Diversified Commercial Hydrogen) Technology, Inc. ("DCH") is  engaged
in  the  acquisition,  development and commercial exploitation of hydrogen-based
technologies.  Specifically,  we concentrate on fuel cells, hydrogen sensors and
hydrogen  safety. In this Annual Report on Form 10-KSB, the term "DCH" refers to
DCH  Technology,  Inc.,  a  Delaware  corporation,  DCH  Sensors  Corp.,  our
wholly-owned  California  subsidiary,  and the Enable Fuel Cell Corporation, our
wholly-owned Wisconsin subsidiary. We are currently traded on the American Stock
Exchange  under  the  symbol  "DCH."

     We  seek  out  patented  technologies,  secure  those patented technologies
through  licensing  agreements  with  the  patent  holders  and  convert  the
technologies  into  viable  products  that we then produce and sell. We focus on
technologies  related to the use of hydrogen, primarily hydrogen gas sensors and
fuel  cells.

HISTORY

     DCH was formed in November 1994 as a partnership between David P. Haberman,
our  Vice  President  of  Technology  and  Planning and Chairman of our Board of
Directors,  and  David  A.  Walker,  our  Executive  Vice  President of Business
Operations  and  a member of the Board of Directors. Our initial strategy was to
assist  a  small  engineering  company  in  Marina  Del  Rey,  California in the
manufacturing  and  sale  of  aircraft  thermocouples  based  on the engineering
company's  design  and  development  work.

     We  initially  established  offices in Sherman Oaks, California in December
1994.  We  were  incorporated  in  California  in  January  1995.

     By  mid-1995,  we  had  abandoned  the thermocouple business when the local
engineering  company's  design was found to have irrecoverable flaws. Management
of  DCH  then re-directed our efforts toward the commercialization of a hydrogen
gas  detector  developed and patented by Sandia National Laboratories ("Sandia")
in  Albuquerque,  New Mexico. From this time until mid-1997, we funded ourselves
primarily  through  research  contracts  and  the resale of aerospace equipment.

     After  investigating the hydrogen energy industry and related technologies,
management of DCH decided to pursue the licensing of the Sandia patent. In April
1996,  we  entered into a license agreement with Sandia and began to concentrate
on  the  production  and  qualification  of  the  hydrogen sensors. We commenced
initial  pre-production  and  qualification  of the hydrogen sensors in February
1997,  and  continued  redesign of the sensors to improve performance and reduce
costs.

     In  May  1997,  in an attempt to raise capital and provide a trading market
and  liquidity for our stockholders, all of the outstanding capital stock of DCH
was  acquired by Connection Sports, Inc., a publicly traded Colorado corporation
("CSI") in exchange for the issuance of 6,000,000 shares of CSI common stock. At
the  time  of  the  acquisition, CSI was a shell corporation with no assets, and


                                        1
<PAGE>
there  was  no pre-existing relationship or affiliation between or among us, CSI
and  its  officers and directors.  CSI's  name was changed after the acquisition
to  DCH  Technology,  Inc.  This  stock  exchange  transaction  is treated as an
acquisition  by  us  of the net tangible book value of the assets of CSI, at the
date  of  the  acquisition.

     We  expanded  our  offices  and moved to Valencia, California in June 1998.
This  relocation  allowed  us  to  set up offices, manufacturing and engineering
areas,  including  a  design  and engineering laboratory, a test and calibration
laboratory  and  a  manufacturing/assembly area. We incorportated in Delaware in
June  2000.  In September 2000, we moved our sensor production to a new building
located  in  Santa  Clarita,  California.  Our  principal  executive offices are
located  at  27811  Avenue Hopkins #6, Valencia, California 91355; our telephone
number  is  (661)  775-8120. Our web site is located at http:\\www.dcht.com. The
material  on  our  web  site  does not form a part of this Annual Report on Form
10-KSB.

GENERAL  /  PRODUCTS

     We  are presently manufacturing and selling a line of hydrogen sensors that
are  both  mobile  (a  hand  held unit) and stationary (wall, ceiling or conduit
mounted  units)  to a wide range of industries and customers. DCH also develops,
manufactures  and  sells  fuel  cells from as small as 12 watts to as large as 5
kWs. All these products are consistant with our strategic approach to the growth
of  a  hydrogen-based  economy  and  are  based  upon  licenses  for  patented
technologies.  Those  licenses  are:

     The  Robust  Hydrogen  Sensor, licensed from Sandia National Laboratory. We
currently  manufacture  products  based  on this technology. The Robust Hydrogen
Sensor  is  discussed  below  under  "Hydrogen Gas Sensors---The Robust Hydrogen
Sensor."

     The  Thick  Film  Hydrogen  Sensor,  licensed  from  Oak  Ridge  National
Laboratory.  This technology is still under development. The Thick Film Hydrogen
Sensor  is  discussed  below  under  "Hydrogen Gas Sensors---Thick Film Hydrogen
Sensor."

     In  addition  to  these  sensor  technologies, we may license an additional
technology,  the  Fiber  Optic  Sensor,  From  the  National  Renewable  Energy
Laboratory.  The  Fiber  Optic  Sensor  is  discussed  below under "Hydrogen Gas
Sensors---Fiber  Optic  Hydrogen  Sensor."

     The  Proton  Exchange  Membrane - (PEM) Fuel Cell, licensed from Los Alamos
National  Laboratory  has  been developed; we are currently commercializing this
technology.  This  technology  is  in  the early stage of commercialization with
numerous  products  sold  for evaluation in 2000. The PEM Fuel Cell is discussed
below  under  "Fuel  Cells--PEM  Fuel  Cell."


                                        2
<PAGE>
HYDROGEN  GAS  SENSORS

     Our  sensors are used to detect hydrogen, the most plentiful element in the
universe.  Hydrogen is one of two major elements of water, which covers over 60%
of  earth.  Hydrogen appears in different forms in plants, animals, fossil fuels
and  a wide range of chemical compounds. Hydrogen is a combustible, odorless and
colorless  gas  that  is  widely  used  in  industrial,  commercial  and medical
applications.  When hydrogen burns, it generates only energy and water, and thus
is  a  clean  non-polluting  fuel. Based on industry analyses and investments by
several  automobile  manufacturers in hydrogen-based fuel cells, we believe that
in  the  future,  hydrogen  may  replace  fossil  fuels in both electrical power
generation  and  as  the  fuel  of  choice  for  the  automotive  industry.

     Hydrogen  is  also  the  key  component  in  the  manufacture of chemicals,
especially  ammonia  and methanol.  It is used in large quantities in refineries
for  manufacturing  gasoline  and  heating  oil, as well as to make fertilizers,
glass,  refined  metals,  vitamins,  cosmetics,  semiconductor  circuits, soaps,
lubricants, cleaners, margarine, peanut butter and rocket fuel.  Our sensors act
to monitor and measure the amount of hydrogen used in processes within these and
other  industries.

     Hydrogen  in  the  gaseous  state,  not  combined  with  other  elements or
compounds,  can  be  dangerous.  Hydrogen  is  explosive  when  it  reaches  an
approximate  four  percent  concentration  in  air  (this is known as the "Lower
Explosive  Limit" of hydrogen). In order to avoid these hazards, it is necessary
to  monitor and measure the concentration of hydrogen in areas of concern and to
either  sound  warnings  before  this  danger point is approached or to activate
control  equipment  which  results in the avoidance of hazardous situations. Our
sensors act to alert, warn, measure and/or control the flow and use of hydrogen.

     Based  on  industry  sources,  we  estimate that the total annual worldwide
sales  of  gas  detectors  amounted  to  approximately  $1.09  billion  in 1997.
Approximately  one-half  of  these  sales  involved  gas  detectors  for  carbon
monoxide,  hydrogen  sulfide,  ammonia,  oxygen  and  hydrogen,  with  hydrogen
detectors  comprising  approximately  9.8%  of  total  sales.

     Our  technologies  have opened additional markets for hydrogen gas sensors.
For  example, our sensors have been sold to Westinghouse for installation in the
Leningrad  Nuclear  Power  Plant  as  safety  monitors,  as  they  were the only
economically  priced  hydrogen  gas  sensors  that  could  withstand  the  harsh
environment  of  a  nuclear  power  plant.

     We  have licensed certain sensor technologies from several sources, and are
currently  developing  products based on these technologies: the Robust Hydrogen
Sensor  and the Thick Film Hydrogen Sensor. We are also developing a Fiber Optic
Hydrogen  Sensor.

THE  ROBUST  HYDROGEN  SENSOR

     The  Robust  Hydrogen  Sensor  technology was invented and patented (patent
number 5,279,795) by the U.S. Department of Energy at Sandia in Albuquerque, New
Mexico.  The  technology,  an  Applications  Specific  Integrated  Circuit,  or
microchip,  was  developed  by  Sandia  for the U.S. Department of Defense for a
classified  nuclear  weapons  application.  After  Sandia  had  patented  the
technology,  it  was made available to the commercial market for licensing. This
process  permits the U.S. government to receive royalties and licensing fees for
the  technology  without  expending  the  resources  required  to  commercialize
products.


                                        3
<PAGE>
     We  licensed  the  Robust  Hydrogen  Sensor  from Sandia in April 1996. The
Sandia license agreement, which expires on the earlier of January 1, 2015 or the
expiration  of  Sandia's  patent  rights, required us to pay an up-front license
fee,  payable  in  three equal installments. All of these installments have been
paid.  In addition to the license fee, we will pay a royalty to Sandia for every
sensor  sold (whether sold alone or installed in a device or system), subject to
certain  minimum  royalties.  In  1999 and 2000, we paid royalties of $8,000 and
$25,793,  respectively,  to  Sandia  under  the  Sandia  license  agreement.

     The  Robust  Hydrogen Sensor technology consists of an array of two sensing
elements: field effect transistors and resistors, both made of palladium nickel.
Hydrogen  reacts with the palladium nickel, and the reactions produce changes in
the electrical signal of both devices corresponding to the amount of hydrogen in
the  environment. The field effect transistors detect hydrogen in concentrations
from  approximately  0.0001%  to  one  percent. The resistors allow sensing from
about  one  percent  to  100%  concentration.  Our  present  sensors contain the
resistor  technology  and  we  plan  to  add the field effect transistors to the
sensor products late this year. The technology also includes a micro-thermometer
(temperature  diode)  and  micro-heaters  for  maintaining  on-chip  temperature
control  and  other  chip  functions.  In  addition,  the  heaters  are  used to
temporarily  heat  the chip to "boil" off hydrogen molecules, which may stick to
the  palladium  nickel,  thus  freeing  the  sensor  for  repeated  use.

     The  Sandia  license  agreement  defines two fields of use for the licensed
technology.  The  first  field of use, covering the petrochemical, energy, waste
management,  environmental  and  manufacturing  industries,  is  exclusive to us
through  April  24,  2001.  After  that  date, the license in this field becomes
non-exclusive  for the remaining term of the license agreement. The second field
of  use  covers  all  other  commercial  applications  and  is  non-exclusive.

     We  offer  the Robust Hydrogen Sensor technology in three basic forms.  The
first,  an  integration kit, is used for installation into customized systems as
leak detectors and measurement devices.  The second form consists of a hand-held
unit,  affording  portability  in hydrogen detection and measurement.  The third
form  is  a  sensor  system, a fixed installation arrangement for leak detection
and/or measurement in remote locations. This third product has the ability to be
remotely interrogated whenever desired, and may be coupled with a modem or radio
tag  which  powers  the  sensor  and sends an analog or digital signal back to a
computer  or  other  equipment  at  another  location.

THICK  FILM  HYDROGEN  SENSOR

     The  Thick Film Hydrogen Sensor technology was invented and patented (under
U.S. patent numbers 5,367,283 and 5,451,920) by the U.S. Department of Energy at
Oak  Ridge  National  Laboratory  in  Oak Ridge, Tennessee ("ORNL"). The sensor,
developed  by Barbara Hoffheins and Robert Lauf of ORNL, relies on the fact that
palladium  absorbs  and  then  discharges  hydrogen.


                                        4
<PAGE>
     We  commenced  the development of the Thick Film Hydrogen Sensor technology
in  September 1996, pursuant to a Cooperative Research and Development Agreement
("CRADA") with Lockheed Martin Energy Research ("LMER"), an ORNL contractor (the
"ORNL  CRADA").  Under  the  ORNL  CRADA,  we  have provided a business plan and
product definition for commercialization of the technology, while LMER continues
development  efforts  for  certain  products  based  on the technology. The ORNL
CRADA, which expires in September 2001, anticipates an aggregate expenditure, in
cash  and  in-kind,  of  $1,170,000.

     Concurrently  with  entering  into  the  CRADA, DCH and LMER entered into a
license  agreement.  The  LMER  license  grants us the sole commercial right and
license  to  manufacture,  use, sell or offer for sale the products based on the
Thick  Film  Hydrogen  Sensor  technology  in  the  following fields of use: (i)
production,  storage and transportation of hydrogen for use in the generation of
power;  (ii)  use  of  hydrogen in fuel cells and high yield energy storage; and
(iii)  safety  applications  in  the  chemical  and  petroleum  industries.

     The  license  has  an  initial  term of five years, with  renegotiation for
renewal  every  five  years  thereafter.  It provides for an initial license fee
(paid by DCH in September 1996) and royalties on sales of products incorporating
the  Thick  Film  Hydrogen  Sensor  technology.  To  date, no revenues have been
generated  from  such  sales.  Based on the progress of research and development
efforts  to  date,  we  anticipate  that production of products will commence in
approximately  9  to  12  months.

     The sensor is fabricated with conventional thick film materials and methods
(primarily  because  of  significant  cost  advantages).  The design consists of
several  electronic  compositions  that  are separately screen-printed and fired
onto  an  alumna  substrate. The key sensor composition is primarily composed of
palladium  metal  because  of  its  documented affinity for hydrogen. Changes in
hydrogen  concentration in the palladium correspond to changes in the electrical
resistance  of  the  palladium  and  can  be  easily  measured.


                                        5
<PAGE>
     FIBER  OPTIC  HYDROGEN  SENSOR

     The  Fiber  Optic  Hydrogen  Sensor  technology  was  invented  by the U.S.
Department  of  Energy  at  the National Renewable Energy Laboratory ("NREL") in
Golden,  Colorado.  DCH, through Amerisen, a joint venture with Midwest Research
Technology,  Inc.  ("MRT"),  commenced  development  of the Fiber Optic Hydrogen
Sensor  technology  in  May  1996  pursuant to a CRADA with NREL. The NREL CRADA
required  NREL  to  have  primary responsibility for design and development of a
prototype  sensor,  while  Amerisen  would  develop  and  manufacture a hydrogen
detector  test  station  and demonstrate the sensor to potential customers. Each
party  would  contribute  in-kind support, valued at an aggregate of $1,700,000.
The  NREL  CRADA  was  scheduled  to  expire  in September 2000; however, it was
extended  by  the  parties  through  September  2001.  The parties are currently
negotiating  a  license  for  the Fiber Optic Hydrogen Sensor technology, and we
anticipate  that  a  definitive  license  agreement  will  be  concluded  in the
forseeable  future.   There  can  be  no  assurance  that  such a license can be
negotiated  on  terms  acceptable  to  us.

     FUEL  CELLS

     The fuel cell was invented by William Robert Grove in 1839.  A fuel cell is
a  device  that uses a fuel (usually hydrogen) to create electricity. The method
it  uses  to create the electricity is fairly simple:  Hydrogen is introduced to
one side of the fuel cell (known as the anode). The hydrogen atom is stripped of
its  electron  as  it  progresses  through the cell. The electron goes through a
conductor  to create an electrical current. At the other end, the hydrogen joins
up  with  oxygen  and  forms  water.

     When  a  fuel  cell  is used it creates clean power (electricity) with pure
water  as  the  only  byproduct.  The  amount  of  power  that can be created is
significant.  ONSI  Corporation, one of our competitors, has manufactured a fuel
cell delivering 200kW of power. Ballard Power Systems, another competitor, makes
fuel  cells used in buses in the U.S. and Canada which generate 205 kW (275 HP).
Fuel  cells  are  being considered for use to power electric vehicles by many of
the  major  automobile  manufacturers.

     The  fuel  cell industry is generally considered to be in its infancy (even
though  the  basic  technology  is  over  160  years  old),  because  fuel cells
historically  have  been  large and extremely expensive to manufacture. However,
with  the  interest and financing from government labs (like Los Alamos National
Lab)  and  private  entities  (like  Daimler Chrysler), the fuel cell is quickly
becoming  economically  viable  and  physically  practical.

     PEM  FUEL  CELL

     Several  fuel  cell  manufacturers  have  indicated that in addition to the
transportation  sector,  fuel  cells  might be used in markets such as emergency
power  supplies,  medical  applications,  and portable low-power sources. We are
working  with  Los Alamos National Laboratory in Los Alamos, New Mexico ("LANL")
to  commercialize  its  Proton-Exchange-Membrane  ("PEM")  fuel cell -- a small,
stackable  device  (each unit is approximately the same size as a soda can) that
will  deliver  low  power  (less than 50 to 500 watts) reliably and cleanly. The
current  configuration of the PEM fuel cell is not powerful enough to operate an
automobile,  but it can provide enough power for people in third world countries
or in an emergency situation or other venue where no power is present to operate
such  items  as  small  medical  equipment,  communication  devices  and camping
equipment.


                                        6
<PAGE>
     The  PEM  fuel cell technology, relating to annular feed air breathing fuel
cell  stacks, was invented and patented (under U.S. patent numbers 5,514,486 and
5,595,834)  by the U.S. DOE at LANL. The fuel cell is designed to provide clean,
economic  low  power.

     We commenced development of the PEM fuel cell technology with LANL in March
1999,  pursuant  to  a  CRADA  (the "LANL CRADA"). Under the LANL CRADA, we have
provided  a  business  plan  and product definition for commercialization of the
technology, while LANL continues development efforts for 50W and 300W fuel cells
based on the technology. The LANL CRADA for the PEM fuel cell technology was set
to  expire  in  October 2000, but was extended to October 2001, and contemplates
aggregate  development  expenditures  (in  cash  and  in-kind)  of  $1,200,000.

     In  connection  with  the LANL CRADA, DCH received two licenses for the PEM
fuel  cell  technology.  The  first  license  grants us the exclusive license to
make,  have  made, use, import, sell and offer to sell the products based on the
patented  technology  (with  sublicense  rights)  in  the fields of use of power
generation  for  marine,  aerospace,  military,  portable  and  remote-area
applications.  This  exclusive  license  commenced  in  March 1999 and continues
until  the  expiration  of  the  last  patent  on  the  technology.

     The  exclusive  license agreement provides for an up-front fee (paid by DCH
in  March  1999) and annual license fees due on January 31st of each year of the
term  of the exclusive license; these fees will be credited against royalties on
net  sales  of  the  fuel  cells  and  other payments (such as sublicense fees).

     The second license grants us the non-exclusive license to manufacture, have
made,  use,  import,  sell  and offer to sell the products based on the patented
technology  (with  sublicense  rights)  in  the  all  fields of use except power
generation  for  marine,  aerospace,  military,  portable  and  remote-area
applications.  The  nonexclusive  license  commenced in March 1999 and continues
until  the  expiration  of  the  last  patent  on  the  technology.

     The  nonexclusive  license  agreement provides for an up-front fee (paid by
DCH  in  March 1999) and annual license fees due on January 31st of each year of
the  term  of  the  nonexclusive  license;  these  fees will be credited against
royalties  on net sales of the fuel cells and other payments (such as sublicense
fees).

     An  additional  PEM  fuel  cell  technology,  based  on adiabatic fuel cell
stacks,  was  invented and patents were applied for (under US patent application
numbers  08/810,119  and  09/135,965)  by  the  US DOE at LANL. The fuel cell is
designed  to  provide  clean,  economic  power  up  to  about  10kW.

     This license grants us the non-exclusive license to manufacture, have made,
use,  import,  sell and offer to sell the products based on the technology (with
sublicense rights) in the all fields of use. The non-exclusive license commenced
in  October  1999  and  continues until the expiration of the last patent on the
technology.


                                        7
<PAGE>
     The  license  agreement provides for an up-front fee (paid by us in October
1999)  and  annual  license fees due on January 31st of each year of the term of
the  nonexclusive  license; these fees will be credited against royalties on net
sales  of  the  fuel  cells  and  other  payments  (such  as  sublicense  fees).

     In  June  2000,  we  announced  a  joint venture agreement with Daido Metal
Company, Ltd., a Japanese high volume production manufacturer of precision metal
components.  During  the  third quarter of 2000, the joint venture agreement was
signed and is now being implemented. Under the agreement, Daido will manufacture
and  assemble  fuel  cell  products, initially small portable fuel cells ranging
from  less  than  one  watt  to  50 watts. The joint venture will also encompass
future  production  of  larger  fuel  cells  for  stationary  applications.

     During  the  third  quarter  of  2000,  we delivered a 3kW fuel cell to the
Electric  Power  Research  Institute (EPRI) PEAC corporation.  EPRI is a leading
research and development institute serving major power utilities.  To date, EPRI
has  demonstrated  the  system  to  more than 50 energy companies and utilities,
including  international  clients  at its laboratories in  Knoxville, Tennessee.
We  have  been verbally informed by representatives of EPRI that the Enable fuel
cell  has  performed  up to EPRI's expectations, and have received an order from
EDF  (Electricite  de  France)  for  an  additional  3kW  unit.

     During the same quarter, we delivered a 12 watt passive fuel cell to the US
Army  Communications  Electronics  Command  (CECOM). The unit is currently under
test  and, we have been informed verbally, is operating as specified. During the
first  quarter  of 2001, we provided an additional unit to CECOM for evaluation.
Also  during the third quarter of 2000, four prototype portable lighting systems
(systems  that  integrate a passive fuel cell, hydride hydrogen storage and fuel
delivery  system  in  one small package) were delivered to an OEM for evaluation
and  testing.  We  understand  that the four prototype units met the performance
criteria  of the OEM, and we are continuing to discuss potential applications of
the  units.


MARKETING  AND  SALES

     HYDROGEN  SENSORS

     We  have  devised  a  marketing  strategy for our hydrogen sensors, and are
currently  in  the process of implementing this strategy.  Our strategy involves
three  components:  establishing  DCH  in the "hydrogen community," comprised of
trade  groups such as the National Hydrogen Association, the California Hydrogen
Business  Council  and  the  Congressional  Hydrogen  Technical  Advisory Panel;
establishing  a coalition with the insurance industry to require use of hydrogen
detection  systems;  and  using  commissioned  independent sales representatives
specializing  in  particular  industries  to  sell  our  products.


                                        8
<PAGE>
     The  strategy  differs  in  each of our target markets: for example, in the
government/aerospace industries, we have utilized contacts with NASA to test its
sensors on certain aircraft engines. Our continuing strategy includes additional
testing  on  engines,  and installation of the sensors at various NASA sites. In
the  energy industry, we intend to participate in the creation and refinement of
the  various codes and standards governing sensor systems as well as to persuade
insurance companies to promote the use of hydrogen sensors as safety devices. To
date,  we have participated in the associations listed above and have contracted
with companies including Westinghouse to provide hydrogen sensors. Our marketing
strategy in the petrochemical industry involves the introduction of sensors on a
test  basis  to  oil  refineries through our pipe corrosion detection feature, a
relatively  new field of use. We also believe that refineries will recognize the
value  of  our  hydrogen  sensors  as  a  cost-saving and a safety  device.

     As  part  of  our  overall  business  plan,  we have entered into strategic
partnerships  with several organizations. We believe that strategic partnerships
are  a  key  to  future  growth,  especially  in  the hydrogen gas detection and
measurement  business.  We  have identified 34 industries where hydrogen sensors
are  used. By creating alliances with value added resellers and distributors, we
anticipate that we will be able to penetrate multiple markets and realize higher
sales  volumes.

     As  one  example  of  this  strategy,  we  have  made  an  alliance  with a
transformer  gas  analysis  company,  which  is testing our equipment for use in
transformer  cooling  oil. This company may become a value-added reseller of our
equipment  based  upon  qualification  of  our  sensors  in  test  procedures.

     We  plan  to  use  distributors  to  market  our  products overseas and are
currently  in  discussions  with  distributors worldwide for the Robust Hydrogen
Sensor  product  line.

     We  also  have  increased  our  visibility  by  providing  presentations at
national  and  international conferences advocating the use of hydrogen sensors.
We  have  also participated in the formation of a coalition to provide insurance
industry  risk  assessments.

     FUEL  CELLS

     We  have  developed  and  are  continually refining our fuel cell marketing
plan.  We  believe  that the largest issues associated with fuel cell acceptance
in the market are a perceived higher product cost and fuel availability, and are
addressing  both  of  these  issues  in  our  marketing  strategy.

     The  cost  differential  is being addressed on three fronts.  First, we are
emphasizing  that  our licensed technologies provide for a very simple fuel cell
in the lower power units using an annular design, thus resulting in a lower cost
fuel  cell.  Second,  we  are  continually  improving  both  performance  and
reliability  in  our Wisconsin fuel cell facilities to reduce costs. Finally, we
have  entered  into  a  joint  venture  with  Diado,  a Japanese manufacturer of
precision parts, to significantly reduce the cost of both the parts and assembly
of  our  fuel  cells.

     We  are  addressing  the  fuel  supply  issue  by  developing  a  working
relationship  with  manufacturers  of reformers to ensure a consistent supply of
fuel.  We  are  currently  testing  a  variety  of  reformers  from  different
manufacturers  to obtain the optimal reformers for our larger fuel cells. We are
also  working  with domestic and international hydrogen suppliers to develop and
secure  cost  efficient  hydrogen  fuel  for  our  smaller  fuel  cells.


                                        9
<PAGE>
     Both  of  these  specific  concerns  are  part  of  our  overall  marketing
strategy - to deliver working  fuel cells into those applications where the fuel
cell's  intrinsic  advantages  as  a  more  efficient,  quiet,  reliable,  and
environmentally  benign  source  of  power, outweigh its presently higher cost.

RESEARCH  AND  DEVELOPMENT

     We  believe  that  continuing  research  and  development  of  our licensed
technology  is critical to penetrating existing markets through superior product
features,  opening new markets and obtaining a competitive advantage. Due to our
limited  resources, we currently conduct our research and development activities
with strategic partners:  sensor development in connection with federal research
laboratories  such  as  ORNL;  applications  development in conjunction with our
field  representatives;  and advanced systems designs for specialized industries
with  customers.

     To date, a significant portion of our research and development has occurred
through  CRADAs  with  the  U.S.  Department of Energy: the ORNL CRADA, the LANL
CRADA  and  the  NREL  CRADA.  See  "Business  -  General/Products."

     During  the  years  ended  December  31,  1998, 1999, and 2000, we expended
$1,810,185,  $841,708 and $1,779,964, respectively, on research and development.
None  of  these  expenses  were  funded  by  our  customers.

MANUFACTURING

     Our  Robust Hydrogen Sensor product line is currently being manufactured in
Valencia,  California.  All  of  our  engineering,  quality  control  and  final
production  activities  are  conducted  at the Valencia facility. We subcontract
specialty  processes  relating  to  the  Robust  Hydrogen Sensor product line to
several manufacturers.  The subcontracted components are received, inspected and
then  processed into completed products at our  facilities.  We also manufacture
several  models  of fixed area and portable hydrogen detection sensors under the
H2scan  product  line.  The  production  cycle  of  our  Robust  Hydrogen Sensor
products  currently average approximately two weeks, which is a reduction of six
weeks  from  1999.  To  date,  we  have  not experienced any interruption in the
manufacture  of  our  products  and  we  anticipate that sources for each of our
subcontracted  activities  will  continue  to  be  readily  available.

BACKLOG

     The  commercial  order  backlog  for  our products at December 31, 2000 was
$198,000,  compared  with $496,574 at December 31, 1999. Backlog at December 31,
1999  primarily  represented  one  large  custom  order  from  a single customer
(Westinghouse),  and  therefore  does  not  reflect  the  ordinary course of our
backlog. In addition, we generally ship our products within two weeks of when we
receive  a  purchase  order from the customer, a significant improvement over an
eight-week  shipping  timeline  in  1999.


                                       10
<PAGE>
COMPETITION

     We  compete  in  both  the  hydrogen  sensor  and  fuel  cell  markets.

     The  hydrogen  sensor  market  is  extremely  competitive,  with  several
manufacturers  competing  for acceptance.  This is due in large part to the rise
in  hydrogen  sales in the United States, which has increased dramatically at an
average  annual  rate  of more than 25% during 1993-1997.  In addition, although
the  need  to monitor hydrogen gas at low concentrations has been recognized for
many  years  now, the need for monitoring devices continues to expand rapidly as
more  hazards  are identified and more stringent  standards are imposed upon the
industry.  The  market  for  gas  sensors,  including  hydrogen  and  other  gas
detection  devices,  was  estimated  at  $1.09  billion  in  1997.

     We  believe that our hydrogen sensor products offer several advantages over
our  competitors  even  though  they  have  far greater financial, marketing and
manufacturing  resources.  These  advantages  include  a faster reaction time of
less than two seconds near the Lower Explosive Limit (current detectors may take
as  long  as  two  minutes  to  return  a  reading) and extended sensor life. In
addition,  our  sensors  are  hydrogen-specific and therefore not prone to false
readings,  and  operate  in  hostile  environments  such  as  radioactive areas.
Finally,  the sensors indicate a complete range of hydrogen presence, similar to
that  offered  by  mass  spectrometers  but  at  a  much  lower  cost.

     Competition  in  the fuel cell industry is comprised primarily of companies
that  do  research,  testing,  and  early  commercialization of fuel cells. This
undeveloped  industry  is estimated to be worth more than $10,000,000,000 by the
year  2010.  We  are  competing  primarily on the basis of fuel cell efficiency,
environmental considerations and cost. We believe our simple, passive technology
will  provide  significant economic, utilization and performance advantages over
our  competitors'  technology.  For  example,  we believe that our hydrogen fuel
cells  have  significant  advantages  over  existing  low  power  fuel  cells in
development  at  other  companies.  These  advantages include a smaller size and
weight,  no  moving  parts  (it  is  a  completely passive device), low cost and
simplicity  of  design.  Despite  this,  we  can  give  no  assurance  that such
advantages  will continue or that our hydrogen fuel cells under development will
be  commercially  successful

     Several companies in the United States and Canada are involved in fuel cell
development,  including  United  Technology's ONSI Corporation and Ballard Power
Systems  Corporation.  Ballard  Power  Systems  Corporation focuses primarily of
development  of  fuel  cell  technology  for  large stationary power systems and
secondarily  for  transportation.  Our  products  focus  primarily  on  smaller,
consumer  sized  fuel  cell  designs  for portable or remote electric power.  In
Japan,  at  least six manufacturers have demonstrated interest in developing and
marketing  fuel cells. In Europe, companies in Germany, Holland, Spain and Italy
are  actively  engaged  in  fuel cell development and are potential competitors,
although  these  efforts  are not as well advanced as the progress of the United
States  and  Japanese  companies.  Almost  all  of  these  companies  are  also
significantly  larger  than we are, possess greater financial resources and have
established  product lines in electric generation equipment and in other fields.


                                       11
<PAGE>
     In  addition  to the hydrogen fuel cell, other types of fuel cells are also
being  developed  by  different companies worldwide. These fuel cells, generally
referred to by the electrolyte medium they use, include phosphoric acid, polymer
electrolyte  and  solid oxide systems. These fuel cells are in various stages of
development  and  aim  at  different  applications  including  stationary power,
transportation  and  portable  power.  The  phosphoric  acid  fuel  cell system,
developed  by  United  Technology's  ONSI Corporation (80kw and higher) is in an
advanced  stage of development and has had limited commercial sales.  We believe
that  this  system  is  significantly  less efficient and is expected to be more
expensive  compared  to  our  fuel  cell  technology,  but  nonetheless  is  an
alternative  fuel  cell  product  to  our  own.

GOVERNMENT  REGULATION

     We are permitted to export our hydrogen sensors without restriction, as the
U.S.  Department of Commerce, Bureau of Export Control has designated the sensor
as  an  unrestricted  export item. Our production of hydrogen fuel cells will be
subject  to  various Occupational Safety and Health Administration (OSHA) rules,
other  federal,  state  and  local  laws,  and  insurance  company  and industry
professional regulations relating to, among other things, land use, safe working
conditions,  handling  and  disposal  of  hazardous  and  potentially  hazardous
substances  and emissions of pollutants into the atmosphere. To date, we believe
that  we  have  obtained  all  necessary  government  permits  and  have been in
substantial  compliance  with  all  of  these  applicable  laws and regulations.

EMPLOYEES

     As  of  December  31,  2000,  we  employed  53 people on a full-time basis,
consisting  of  32  people  in  engineering/development/manufacturing,  12  in
administration  and  9  in  sales/customer  service.  Our  employees  are  not
represented  by  a  labor  union,  and we have experienced no work stoppages. We
believe  that  our  employee relations are good. The loss of key employees could
cause  delays  in  completing  contracted  work and research and development and
commercialization  activities.

INTELLECTUAL  PROPERTY

     We  are  in  the  process  of  registering  our trademarks "Robust Hydrogen
Sensor",  "Hydrogen  is  the  Future  --  We  Can Sense It!" and "The Center for
Hydrogen  Safety"  with  the  United  States  Patent  and  Trademark  Office.

     We  regard  the  protection  of  our copyrights, service marks, trademarks,
trade  dress  and  trade secrets as critical to our future success and rely on a
combination  of  copyright,  trademark,  service  mark and trade secret laws and
contractual  restrictions  to  establish  and  protect our proprietary rights in
products  and  services.

     We  have  entered  into confidentiality and invention assignment agreements
with  our  employees  and  contractors,  and  nondisclosure  agreements with our
suppliers  and  strategic partners in order to limit access to and disclosure of
our  proprietary  information.

     We  do not currently own any patented technology registered with the United
States  Patent  and  Trademark  Office.


                                       12
<PAGE>
CAUTIONARY  STATEMENTS  REGARDING  FUTURE  RESULTS  OF  OPERATIONS

     You should read the following cautionary statements in conjunction with the
factors  discussed elsewhere in this Annual Report and other of our filings with
the Securities and Exchange Commission. These cautionary statements are intended
to highlight certain factors that may affect our financial condition and results
of  operations  and  are  not meant to be an exhaustive discussion of risks that
apply  to  companies  such  as DCH. Like other businesses, we are susceptible to
macroeconomic  downturns  in  the  United  States  or abroad that may affect the
general economic climate and performance of DCH or our customers. Similarly, the
price  of our securities is subject to volatility due to fluctuations in general
market  conditions,  differences in our results of operations from estimates and
projections  generated  by the investment community and other factors beyond our
control.

RISKS  RELATED  TO  DCH'S  OPERATIONS

WE  MAY  BE UNABLE TO MEET OUR FUTURE CAPITAL REQUIREMENTS, WHICH MAY PREVENT US
FROM  IMPLEMENTING  OUR  BUSINESS  PLAN.

     Based on our current operating plan, we anticipate that our available funds
will  be  sufficient  to  satisfy  our  anticipated  needs  for working capital,
including  our  increased  marketing expenses, capital expenditures and business
expansion,  for  only  the  next  three  months.  After  that time, we will need
additional capital.  We may also need to raise additional funds in order to fund
more  rapid  expansion,  to  increase brand development and market awareness, to
develop  new  or  enhanced technology, to respond to competitive pressures or to
establish  strategic  relationships.  If  we  raise  additional funds by issuing
equity  or  convertible  debt  securities,  the  percentage  ownership  of  our
shareholders  will be diluted. Any new securities could have rights, preferences
and  privileges  senior  to those of our common stock. We cannot be certain that
additional  financing will be available when and to the extent required or that,
if available, it will be on acceptable terms. Recently, certain companies with a
history  of  generating  losses  apparently have been unable to raise additional
financing  to fund such continued losses. If adequate funds are not available on
acceptable  terms,  we  may  not  be  able to fund our expansion, increase brand
development  and  market  awareness,  develop  or enhance our service offerings,
respond  to  competitive  pressures  or  establish  strategic  relationships.

WE HAVE A HISTORY OF LOSSES, AND WE EXPECT LOSSES FOR THE NEXT TWO FISCAL YEARS.

     Since  our inception in November 1994, we have incurred substantial losses.
Our net loss equaled $4,577,656 for the year ended December 31, 1998, $3,587,473
for the year ended December 31, 1999, and $7,657,413 for the year ended December
31,  2000.  As  of  December  31,  2000,  we  had  an  accumulated  deficit  of
$16,272,497.

     We  anticipate  that  our  expenses  relating  to developing, marketing and
supporting  our  current  and future products will increase substantially in the
future.  Accordingly,  for  the  next  two fiscal years, we expect to experience
additional  losses as these increased expenses exceed our total revenues.  These
additional  losses  will  increase  our  accumulated  deficit.


                                       13
<PAGE>
WE  ANTICIPATE  THAT  THE MAJORITY OF OUR REVENUES WILL BE DERIVED FROM SALES OF
OUR  HYDROGEN  SENSOR  PRODUCTS.

     Presently,  our  revenues  are derived from sales of hydrogen sensors, fuel
cells,  and  hydrogen  safety services.  We expect that the majority of our 2001
revenue  will  come from from sales of our hydrogen sensor products, with lesser
revenues  from  sales  of  our  fuel  cells  and  hydrogen  safety  services,
respectively.  In the event that 2001 sales of our hydrogen sensor products fail
to  meet  our  expectations,  our  business  and  financial  condition  could be
impaired.

ECONOMIC, POLITICAL OR MARKET CONDITIONS COULD IMPACT OUR BUSINESS AND CAUSE OUR
REVENUE  TO  BE  LOWER  THAN  ANTICIPATED.

     Our  business  may  be  sensitive to general economic conditions. A reduced
level  of  economic  and  manufacturing  activity  in  the  United  States  may
significantly  and  adversely  affect  the  demand  for  hydrogen  sensors  and
alternative  energy  sources  such  as  fuel  cells. A recession could cause our
customers  to  reduce or postpone their purchases, which could cause our revenue
to  be  lower  than  anticipated  and  negatively  affect  our  business.

FUEL  CELL  TECHNOLOGIES  ARE  NEW AND EVOLVING TECHNOLOGIES, COMPETE WITH OTHER
METHODS  OF  ENERGY  GENERATION,  AND  MAY  NOT  RECEIVE  WIDESPREAD ACCEPTANCE.


     Fuel cell technologies are in their very early stages of commercialization.
Like  many  new  technologies,  they  are  characterized  by  rapidly  evolving
technological  developments,  quickly  changing  marketing and sales strategies,
multiple  and  aggressive  market participants, fluctuating demand and uncertain
market  acceptance  for  products  and  services.

     Businesses  and  consumers  remain  uneducated  about  the  benefits  of
alternative  fuel  sources.  This  ignorance  may  delay  the  acceptance  and
penetration  of  our fuel cell products into markets that have historically been
served  by  traditional  fuel sources.    Businesses and consumers also have the
option  of  using  other  methods  of  alternative  fuel  generation,  including
carbonate,  phosphoric  acid,  polymer  electrolyte  or  solid  oxide fuel cells
systems,  as  well  as traditional fossil fuels such as oil and gasoline.  These
methods  may  maintain or even increase their acceptance to the detriment of our
hydrogen  fuel  cell  technology.

WE  MAY  NOT BE ABLE TO COMPETE EFFECTIVELY IN THE HYDROGEN SENSOR AND FUEL CELL
MARKETS.

     We  compete  in both the hydrogen sensor and fuel cell markets.  We may not
be  able  to  compete successfully against current and future competitors in our
markets.  The  markets  in  which  we  are engaged are new, rapidly evolving and
intensely  competitive,  and  we  expect competition to intensify further in the
future  both from existing competitors and new market entrants.  We believe that
our  ability  to  compete  depends  on  many  factors both within and beyond our
control,  including:

     -    the  ease  of use, performance, features, price and reliability of our
          solutions  as  compared  to  those  of  our  competitors;
     -    the  timing and market acceptance of new solutions and enhancements to
          existing  solutions  developed  by  us  and  our  competitors;


                                       14
<PAGE>
     -    the  quality  of  our  customer  service  and  support;  and
     -    the  effectiveness  of  our  sales  and  marketing  efforts.

     Many  of  our  current  and  potential  competitors  are  likely  to  enjoy
substantial  competitive  advantages,  including:

     -    longer  operating  histories;
     -    greater  name  recognition;
     -    more  extensive  customer  bases;  and
     -    cooperative  relationships  among  themselves or with third parties to
          enhance  their  products.

     Increased  competition  is  likely  to  result in price reductions, reduced
gross  margins  and  loss  of  market  share,  any one of which could impair our
finances  and  business prospects.  We cannot assure you that we will be able to
compete  successfully  against  existing  or  potential  competitors  or  that
competitive  pressures  will  not  materially  impair  our  finances or business
prospects.

     The  markets  for  our  products  are  at  a  very  early  stage  of
commercialization,  are  rapidly changing and are characterized by an increasing
number  of  market  entrants.  As  is  typical  for  a  new and rapidly evolving
industry,  demand  for and market acceptance of recently introduced products are
subject  to  a  high  level of uncertainty and risk. Acceptance and usage of our
fuel cells is dependent on continued growth in use of alternative energy sources
by  businesses  and consumers. Businesses that already have invested substantial
resources  in  traditional or other energy sources may be reluctant to adopt new
alternative  sources.  Individuals with established patterns of purchasing goods
and  services  may  be reluctant to alter those patterns. Accordingly, it is not
assured  that  sufficient  demand  for  our products will develop to sustain our
business.

THE  LOSS  OF THE SERVICES OF ONE OR MORE OF OUR KEY PERSONNEL OR OUR FAILURE TO
HIRE,  INTEGRATE OR RETAIN OTHER QUALIFIED PERSONNEL COULD DISRUPT OUR BUSINESS.

     We  depend  upon  the  continued  services and performance of our executive
officers  and  other  key  employees,  particularly  John  T. Donohue, our Chief
Executive  Officer,  David  A.  Walker, our Executive Vice President of Business
Operations  and David P. Haberman, our Chairman and Vice President of Technology
and  Planning.  We  do  not currently carry key person insurance on Mr. Donohue.
Although  we currently carry key person insurance on the lives of Messrs. Walker
and  Haberman,  there  can  be  no assurance that the proceeds of such insurance
would  adequately  compensate  us  in  the  event  of  the  loss of any of them.
Competition for qualified personnel in technology, particularly in the fuel cell
industry,  is  intense  and  we  may  not  be  able  to retain or hire necessary
personnel  as  a  result  of  the highly specialized nature of our products.  In
addition,  the  amount  of  our  limited working capital may impose compensation
restrictions  on  us  that  make  it  difficult  to  attract  and hire necessary
employees.

WE  MAY  NOT  BE  ABLE  TO  PROTECT  OUR  INTELLECTUAL  PROPERTY.

     We  regard  the  protection  of  our copyrights, service marks, trademarks,
trade  dress  and  trade secrets as critical to our future success and rely on a
combination  of  copyright,  trademark,  service  mark and trade secret laws and
contractual  restrictions  to  establish  and  protect our proprietary rights in
products  and  services.  If  the  protection  of our trademarks and proprietary
rights  is  inadequate,  our brand and reputation could be impaired and we could
lose  customers.


                                       15
<PAGE>
     We  have  entered  into confidentiality and invention assignment agreements
with  our  employees  and  contractors,  and  nondisclosure  agreements with our
suppliers  and  strategic partners in order to limit access to and disclosure of
its  proprietary  information.  There can be no assurance that these contractual
arrangements or the other steps taken by us to protect our intellectual property
will  prove sufficient to prevent misappropriation of our technology or to deter
independent  third-party  development  of  similar  technologies.

     In  addition,  litigation  may  be  necessary  in the future to enforce our
intellectual  property  rights,  to  protect our trade secrets, to determine the
validity  and  scope  of  the proprietary rights of others, or to defend against
claims  of infringement or invalidity. Because laws protecting certain ownership
rights  in  hydrogen  sensor  and  hydrogen fuel cell products are uncertain and
still  evolving,  we cannot give you any assurance about the future viability or
value  of  any  of  our  current technology ownership rights.   Such litigation,
whether  successful or unsuccessful, could have a material and adverse effect on
our  business,  results  of  operations  or  financial  condition.

     While  we intend to pursue registration of our trademarks and service marks
in  the  U.S.  and internationally, effective trademark, service mark, copyright
and  trade  secret protection may not be available in every country in which our
services  are  made  available  online.  We  do  not  currently own any patented
technology  registered  with  the  United  States  Patent  and Trademark Office.

     Although we do not believe that we infringe the proprietary rights of third
parties,  there  can  be  no  assurance  that  third  parties  will  not  claim
infringement  by  us  with  respect to past, current or future technologies.  We
expect  that  participants  in  our  markets  will  be  increasingly  subject to
infringement  claims  as  the number of services and competitors in our industry
segment  grows.  Any  such  claim,  whether  meritorious  or  not,  could  be
time-consuming,  result  in  costly  litigation, cause service upgrade delays or
require  us  to  enter  into  royalty  or  licensing agreements. Such royalty or
licensing agreements might not be available on terms acceptable to us or at all.
As  a  result,  any  such  claim  could  have a material adverse effect upon our
business,  results  of  operations  and  financial  condition.

GOVERNMENTAL REGULATION OF THE HYDROGEN FUEL CELL AND HYDROGEN SENSOR TECHNOLOGY
MAY  RESTRICT  OUR  BUSINESS.

     Government  regulation  of  the use of hydrogen for industrial applications
and  fuel  cell generation varies greatly from country to country. There is some
risk  that  the United States and other countries will increase their regulation
of  these  technologies  in  the  future. As our products are utilized solely in
connection with hydrogen, any new law or regulation pertaining to the commercial
use  of  hydrogen,  or the application or interpretation of existing laws, could
adversely  impact  our  sales,  increase our cost of doing business or otherwise
have  a  material  and adverse effect on our business, results of operations and
financial  condition.

     DCH and our future hydrogen fuel cell manufacturing facilities will also be
subject  to  various  federal, state and local laws and regulations relating to,
among  other things, land use, safe working conditions, handling and disposal of
hazardous  and potentially hazardous substances and emissions of pollutants into
the  atmosphere.  We  believe  that  we  have  obtained all necessary government
permits  and  have  been  in substantial compliance with all of these applicable
laws  and  regulations.


                                       16
<PAGE>
     Since  1991,  the National Environmental Protection Act (NEPA) has required
that  each  local Department of Energy procurement office file and have approved
by  the  Department  of  Energy in Washington, DC, appropriate documentation for
environmental,  safety  and health impacts with respect to procurement contracts
entered  into  by  that local office.  The costs associated with compliance with
environmental  regulations may or may not be recovered under  existing or future
contracts  to  which  we are a party.  In addition, contract work may be delayed
until  such  approval  is  received.

PRODUCT DEFECTS AND PRODUCT LIABILITY CLAIMS RELATED TO OUR HYDROGEN SENSORS AND
HYDROGEN  FUEL  CELL  PRODUCTS  COULD  EXPOSE  US  TO  SIGNIFICANT  LIABILITY.

     Although  we test our products extensively prior to introduction, we cannot
assure  you  that  our  testing  will  detect  all  serious  defects, errors and
performance  problems  prior to commercial release of our future sensor and fuel
cell  products.  Any  future  defects, errors or performance problems discovered
after  commercial release could result in the diversion of scarce resources away
from  customer  service  and  product  development,  lost  revenues or delays in
customer acceptance of our products and damage to our reputation, which, in each
case,  could  have  a  material  and  adverse effect on our business, results of
operations  or  financial  condition.

     In  addition to the potential for product defects, hydrogen in gaseous form
itself is a dangerous element. For example, hydrogen is highly explosive when it
reaches  concentrations  in  the  air  of  greater  than  four  percent.  The
combustibility  of  hydrogen  may compromise the safety and effectiveness of our
products,  which  may  cause  damage to our reputation, result in lost sales and
revenues  or  have  other  material  and  adverse  effects  on  our  business.

     We have not experienced any product liability claims to date, but we may be
subject to such claims in the future.  A product liability claim brought against
us  could  have  a  material  and  adverse  effect  on  our business, results of
operations  or  financial  condition.

WE  ARE  HEAVILY RELIANT ON THIRD PARTIES FOR CERTAIN COMPONENTS AND ANY DELAYS,
DEFECTS  OR  OTHER PROBLEMS IN SUPPLYING THESE COMPONENTS COULD ADVERSELY AFFECT
OUR  BUSINESS.

     We  are  heavily  reliant  on  the  ability  of  International Circuits and
Components,  Inc.  to  manufacture  the electronic circuit boards for our Robust
Hydrogen  Sensor.   Sensor  casing  and other hardware are fabricated by various
small  manufacturers.  Although  delays  in  the  shipment  and  receipt  of our
component  parts  may  occur, historically we have experienced only those delays
that  tend  to  occur  in  the  normal  course  of  business.

     Growth  in the volume of orders for our products may strain the capacity of
these component suppliers, and delays or other problems with component suppliers
could  have a material and adverse effect on our business.  Although we test the
component  parts  that  we receive from our suppliers, we cannot be assured that
our  components  will  be  completely  free  of  all  defects.


                                       17
<PAGE>
SOME  OF  THE  INFORMATION  IN  THIS  ANNUAL  REPORT  ON  FORM  10-KSB  CONTAINS
FORWARD-LOOKING  STATEMENTS.

     Some  of  the  information  in  this  Annual Report on Form 10-KSB contains
forward-looking  statements  that  involve  substantial risks and uncertainties.
You  can  identify  these  statements  by  forward-looking  words such as "may,"
"will,"  "expect," "anticipate," "believe," "estimate" and "continue" or similar
words.  You  should  read  statements that contain these words carefully because
they:

     -    discuss  our  expectations  about  our  future  performance;

     -    contain  projections  of our future operating results or of our future
financial  condition;  or

     -    state  other  "forward-looking"  information.

     We  believe  it  is  important  to  communicate  our  expectations  to  our
stockholders.  There  may be events in the future, however, that we are not able
to  predict accurately or over which we have no control. The risk factors listed
in  this  section,  as  well  as  any cautionary language in this Annual Report,
provide  examples  of  risks, uncertainties and events that may cause our actual
results  to  differ  materially  from  the  expectations  we  describe  in  our
forward-looking  statements.  You  should be aware that the occurrence of any of
the  events  described in these risk factors and elsewhere in this Annual Report
could  have a material and adverse effect on our business, results of operations
and  financial  condition.


                                       18
<PAGE>
                                     ITEM 2.

                             DESCRIPTION OF PROPERTY

     Our  principal  executive,  administrative,  and engineering operations are
located  in  one  DCH-owned,  16,900  square-foot  facility  in  Santa  Clarita,
California,  and  two  leased facilities totaling 6,700 square feet in Valencia,
California.   The  Santa Clarita facility houses our advanced sensor development
and  full  scale  manufacturing  activities,  and  will include on-site hydrogen
production  capabilities.  During  the  year ended December 31, 2000, we entered
into  a  long-term  financing  agreement  for  the purchase of our Santa Clarita
facility.  This financing involves an $800,000 note bearing interest at the rate
of  8.5% per annum, with monthly payments of $9,974 through May 2010.  Repayment
of  the note is secured by the Santa Clarita property and a $700,000 certificate
of  deposit.

     Our  principal  offices  are  currently  located  in  one  of  the Valencia
properties,  which  is  occupied  under  a  lease  expiring on May 31, 2001. The
production  facility  is  in a separate building nearby (approximately 150 yards
from the main office) occupied under a lease expiring on April 30, 2002. We also
lease  approximately 3,300 square feet in Madison, Wisconsin for our Enable Fuel
Cell  Corporation,  where  we  conduct research and development on the fuel cell
product  and plan to expand into limited production. This lease expires on April
30,  2002. Management considers that the current facilities are adequate for the
present  level  of  operations  and  that additional office and factory space is
available  in  the  immediate  vicinity.


                                     ITEM 3.

                                LEGAL PROCEEDINGS

     We  are  not  currently  involved  in  any  litigation  proceedings.

     On  December 12, 2000, we settled out dispute with 1252966 Ontario Limited,
carrying  on  business  as The Stockpage, a corporation incorporated pursuant to
the  laws of the Province of Ontario, Canada, and its parent company, Level Jump
Financial  Company  Group,  Inc. As part of that settlement, Stockpage and Level
Jump  discussed  with  prejudice  the  action pending against us in the Superior
Court  of  Justice,  Ontaria, Canada, and we dismissed with prejudice the action
pending against Stockpage and Level Jump in the United States District Court for
the  Central  District  of  California.  We  agreed  to  make  a cash payment to
Stockpage;  this payment was fully accrued at the end of 2000. We also exchanged
mutual  releases  with  Stockpage  and  Level  Jump.



                                       19
<PAGE>
                                     ITEM 4.

               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.


                                       20
<PAGE>
                                    PART II.
                                    --------

                                     ITEM 5.

                    MARKET FOR THE REGISTRANT'S COMMON STOCK
                         AND RELATED STOCKHOLDER MATTERS

PRICE  RANGE  OF  COMMON  STOCK  AND  DIVIDEND  POLICY



                                       21
<PAGE>
     Since  August  10,  2000,  our common stock has been traded on the American
Stock Exchange under the symbol "DCH"; from May 16, 1997 until that date, it was
traded  on  the  OTC Bulletin Board under the symbol "DCHT." The following table
sets  forth,  for  the  periods  indicated,  the high and low bid prices for the
common  stock  as  reported  by the American Stock Exchange and the OTC Bulletin
Board. The quotations do not reflect adjustments for retail mark-ups, markdowns,
or  commissions  and  may  not  necessarily  reflect  actual  transactions.

Period                           Low Bid                  High Bid
------                           -------                  --------

Fiscal 2000
  Fourth Quarter                 $  1.25                  $   6.19
  Third  Quarter                 $  2.97                  $   8.13
  Second Quarter                 $  3.94                  $   9.03
  First  Quarter                 $  2.97                  $  16.50

Fiscal 1999
  Fourth Quarter                 $  0.25                  $   4.12
  Third  Quarter                 $  0.47                  $   0.88
  Second Quarter                 $  0.72                  $   1.38
  First  Quarter                 $  0.78                  $   2.06

     On February 28, 2001, the closing price of our common stock on the American
Stock  Exchange  was $2.10 per share and there were approximately 329 holders of
record  of  our common stock. However, we believe, based on stockholder records,
that  we  have  in  excess  of  18,000  individual  stockholders.

     Our  common  stock price is likely to be highly volatile.  The market price
of  our  common stock has been, and is likely to continue to be, highly volatile
as  the  stock  market  in  general,  and the market for technology companies in
particular, has been highly volatile.  Investors may not be able to resell their
shares  of  our  common  stock  following  periods  of volatility because of the
market's  adverse  reaction to volatility. The trading prices of many technology
companies'  stocks  have  reached  historical highs within the last 52 weeks and
have reflected valuations substantially above historical levels. During the same
period, these companies' stocks have also been highly volatile and have recorded
lows well below historical highs. We cannot assure you that our stock will trade
at  the  same  levels  of  other  technology stocks or that technology stocks in
general  will  sustain  their  current  market  prices.

     Factors  that  could cause such volatility may include, among other things:

     -  actual  or  anticipated fluctuations in our quarterly operating results;

     -  announcements  of  technological  innovations  and further developments;

     -  changes  in  financial  estimates  by  securities  analysts;

     -  conditions  or  trends  in  the  hydrogen  sensor and hydrogen fuel cell
industries;

     -  changes  in  the  market  valuations  of  other  technology  companies,
especially  our  partners  and  competitors;  and

     -  general  market  conditions.

     To  date,  no  dividends have been declared or paid on our common stock. We
currently  intend to retain earnings, if any, to fund the development and growth
of  our business and do not anticipate paying cash dividends on our common stock
in  the  foreseeable future. Payment of future dividends, if any, will be at the
discretion  of our Board of Directors after taking into account various factors,
including  our  financial  condition, operating results, current and anticipated
cash  needs  and  plans  for  expansion.


                                       22
<PAGE>
RECENT  SALES  OF  UNREGISTERED  SECURITIES

     We  have  previously  disclosed  all information regarding shares of common
stock  issued  and options and warrants and other convertible securities granted
by  us during the year ended December 31, 2000. Please see our Quarterly Reports
on  Form  10-QSB  for  the  quarters  ended  March  31,  2000, June 30, 2000 and
September  30,  2000.


                                     ITEM 6.

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

     DCH  Technology,  Inc.  is  a  leader in hydrogen technology.  Our hydrogen
sensors and safety systems provide real time monitoring of hydrogen and our fuel
cells provide clean and reliable power. We seek out patented technologies in our
focus  areas,  secure  those  patented technologies through licensing agreements
with  the  patent  holders and convert the technologies into commercial products
which  we  then  produce  and  sell.

     We  commenced initial production of our first hydrogen gas detector product
line,  the  Robust Hydrogen Sensor product line, in November 1998, and currently
offer  numerous  high  quality  and  technologically  advanced  hydrogen  sensor
products.  We  created  a  wholly-owned  subsidiary,  the  Enable  Fuel  Cell
Corporation,  in  March 2000, to focus on the rapidly emerging fuel cell market.
To  date,  we  have  obtained  our  funding primarily from private placements of
equity  securities  and  product  sales.  As  production continues to increases,
production  facilities  should  become  more fully utilized and as our marketing
strategies  increase  sales,  we anticipate that revenues from sales of products
will  increase  as  a  proportion  of  our  funding.

     On  August  10,  2000, our common stock began trading on the American Stock
Exchange  under  the  symbol  "DCH."


                                       23
<PAGE>
Significant  Milestones  in  2000

Hydrogen  Sensors

     We  continued  to experience growth in our sensor division in 2000.  In the
second  quarter of 2000, we appointed Steven A. Huenemeier as Vice President and
General  Manager of Sensor Operations.  Mr. Huenemeier brought with him 27 years
of  experience  as  a  director  and  manager  of  production  for  a  number of
manufacturing  companies.

     Our  Robust  Hydrogen Sensors were installed in the Leningrad Nuclear Plant
by  Westinghouse  (the  prime  contractor)  to  help  upgrade  the safety of the
Leningrad  Nuclear Plant.  The presence of hydrogen is believed to be one of the
significant  causes for the Chernobyl Nuclear Plant  explosion.  We believe that
DCH  sensors  were  selected  for  this  project  based  upon  their  technical
characteristics  and  reliability.

     In  the second quarter of 2000, we delivered sensor systems to GCI, a major
Alaskan  telecommunications  company,  to help protect GCI's remote backup power
systems.

     In  the  third  quarter  of  2000,  we  delivered  a  sensor  system  for a
hydrogen/electric-powered  bus  at  the  University of Nevada at Las Vegas.  The
re-engineered  bus  was  exhibited at the Global Energy Conference in July 2000.

     On  September  1,  2000,  we  moved our sensor production to a new building
located at 24832 Avenue Rockefeller, Santa Clarita, California, which will house
our  advanced  sensor  development and full scale manufacturing operations. This
move  represents  the second expansion of our sensor division.  Our new facility
has  already provided significant new capabilities. Production time for a sensor
has  been reduced from eight weeks in 1999 to two weeks by the end of 2000. This
facility also includes new manufacturing and R&D capabilities that will allow us
to  meet  the  growing  demand  for  hydrogen sensors with better and lower cost
products.

Fuel  Cells
-----------

     Our  fuel  cell  division  completed  many  significant milestones in 2000.

     We  established,  funded  and  staffed  the Enable Fuel Cell Corporation in
Middleton,  Wisconsin  in  2000.  Enable represents a significant portion of our
increased  2000  costs and a major growth potential for DCH. At the end of 2000,
Enable  employed  17  persons  at  the  Wisconsin  fuel  cell  facility.

     In  June  2000,  we  announced  a  joint venture agreement with Daido Metal
Company, Ltd., a Japanese high volume production manufacturer of precision metal
components.  During  the  third quarter of 2000, the joint venture agreement was
signed  and  is  now  being  implemented.  Under  the  agreement,  Daido  will
manufacture and assemble fuel cell products, initially small portable fuel cells
ranging  from less than one watt to 50 watts.   We also expect the joint venture
to encompass future production of larger fuel cells for stationary applications.


                                       24
<PAGE>
     We  also  delivered  a 3KW fuel cell to EPRI (the  Electric  Power Research
Institute).   EPRI has been testing and will continue to evaluate this 3KW unit.
As a member of EPRI, EDF (Electric de France) evaluated the 3KW unit at EPRI and
placed  an  order  with  us  in  late  2000  for  a 2001 delivery of a 5KW unit.

     In the third quarter of 2000, we delivered portable fuel cells to the Texas
Natural Resource Conservation Commission (TNRCC) to power its remote air quality
data  collection samplers.  The fuel cells were used to power automated Volatile
Organic  Compound (VOC) canister samples.  We also  entered into a contract with
TNRCC  to  deliver  a  3KW  fuel cell to power a mobile air quality monitoring
system.  This  system  was  delivered  in  early  2001.

     We  also delivered a shipment of fuel cells to the US Army Communications -
Electronics  Command  (CECOM) in New Jersey. The Army was interested in the fuel
cells  because of their quiet operation and very low thermal signature. The fuel
cells  were  used  to  compare  against  more  complex  technology requiring air
compressors  and  other  energy-diverting,  signature-generating  components.

     In the fourth quarter of 2000, we delivered a fuel cell system to the State
of  Arkansas  Department  of  Economic  Development.  This passive fuel cell was
coupled with a rechargeable metal hydride canister to provide the hydrogen fuel.

RESULTS  OF  OPERATIONS

YEAR ENDED DECEMBER 31, 2000 COMPARED WITH YEAR ENDED DECEMBER 31, 1999

     For  the year ended December 31, 2000, we had sales of $961,551 compared to
sales  of  $543,199  for the year ended December 31, 1999. The increase in sales
for  the year was due to increased sensor unit sales and the introduction of our
Enable fuel cells to the market. The cost of products sold increased to $729,147
for  the  twelve  months  ended  December 31, 2000, compared to $332,394 for the
twelve  months  ended December 31, 1999. In percentage terms, cost of goods sold
represented  75.8%  of  total sales for the year ended December 31, 2000, versus
61.2%  for  the  same period in 1999.  The percentage increase in 2000 is due to
the  fact  that  in  2000,  fuel  cell  sales  comprised a larger portion of our
revenues;  such  sales  involved  lower  margins.  We produced a gross profit of
$232,404  for  the  twelve  months  ended December 31, 2000, compared to a gross
profit  of  $210,805  for  the  same  period  ended  December  31,  1999.

     Selling,  general  and  administrative  expenses  were  $ 5,725,880 for the
twelve months ended December 31, 2000, compared to $2,870,256 for the comparable
period  in  1999.  Substantially  all  of  the increases in selling, general and
administrative  expenses  during  the  year  were  as  a  result of building the
corporate  infrastructure  in  anticipation  of  future  growth  (primarily  the
addition  of personnel and opening our Enable facility in Middleton, Wisconsin),
an increased emphasis on our thick film hydrogen sensor, expansion of our sensor
business  and  the  expansion  of  our  fuel  cell  production  activity.

     Depreciation  and  amortization  increased  to  $234,715 for the year ended
December 31, 2000, compared to $65,336 for the year ended December 31, 1999. The
increase  was  primarily  due  to  the  purchase of the Rockefeller building and
additional  equipment  purchases  to  support  these  operations.



                                       25
<PAGE>
     A total of $1,779,964 was spent on research and development during the year
ended  December  31,  2000,  compared to expenditures of $841,708 for the period
ending  December  31,  1999.  The  increase in research and development expenses
during  the  period  was  due  to  a  greater  focus  on  commercialization  and
development  of  products.  In  order to continue to improve our sensor products
and  bring  our  fuel  cell  products into the market, it is likely that we will
continue  to  spend  substantial  funds  on  research  and  development.

     We  had  interest income of $128,581 and interest expense of $46,642 in the
year ended December 31, 2000, compared to interest expense of $1,824 in the year
ended  December  31,  1999.  We  had  no  interest  income during the year ended
December  31,  1999.  The  interest income in 2000 was due to increased funds on
deposit  from  our  January  2000  private placement, while the increased income
expense  in  2000  was due to financing costs of our new Santa Clarita facility.

     Based  on  a  management  evaluation  of the financial condition of certain
companies  in which we had previously made investments, we elected to reduce the
carrying  value  of these investments by $190,000 for the period ended December
31,  2000.

     In the year ended December 31, 2000, we also experienced a loss on disposal
of  assets of $25,089, due to our sale of certain equipment not required for our
business.  In  addition,  we  incurred  a  loss of $12,788 during the year ended
December  31,  2000  from  our  investments in limited liability companies and a
joint  venture,  as compared to a loss of $19,554 from these investments for the
year  ended  December  31,  1999.

     As  a result of these factors, we had a net loss of $7,654,093 for the year
ended December 31, 2000, compared to a net loss of $3,587,473 for the year ended
December  31,  1999.  We also had an adjustment of $3,320 for a foreign currency
translation  adjustment  as  a  result  of  our  investment in our joint venture
company  for  the  year  ended  December  31,  2000, for a comprehensive loss of
$7,657,413.

     Offset  in  part  by an increase in the number of shares outstanding during
the period (we had 23,929,000 weighted average common shares outstanding for the
twelve  months  ended  December  31,  2000,  as  compared to 14,519,000 weighted
average  common  shares  outstanding for the comparable period in 1999), the net
loss per share increased to $0.32 per share for the twelve months ended December
31,  2000, as compared to a loss of $0.25 per share for the comparable period in
1999.

LIQUIDITY  AND  CAPITAL  RESOURCES

     To date, we have funded our operations primarily through private placements
of  equity  securities,  product  sales  and  loans  from officers and principal
stockholders.  We  generated  a  total  of $7,378,842 in net cash from financing
activities  for  the  year ended December 31, 2000, as compared to net cash from
financing  activities  of  $3,416,355  generated during the comparable period in
1999.  Substantially all of the financing activities for the year ended December
31,  2000  consisted  of  a private placement of common stock, together with the
exercise  of  warrants  and  stock  options.

     We  utilized  $5,308,547  of  net cash for operating activities in the year
ended  December  31, 2000, compared to the utilization of $2,021,190 of net cash
for operating activities for the comparable period in 1999.  The increase in net
cash  used  for  operating activities was primarily related to the growth of our
product  sales  and  operations  during  the  period,  including  an increase in


                                       26
<PAGE>
inventory  and  the issuance of common stock for services. We used $3,188,079 of
net  cash for investing activities in the year ended December 31, 2000, compared
to  $203,883 of net cash for investing activities in the year ended December 31,
1999.  These  funds  were  primarily  used  in both years to purchase production
facilities  and  equipment  for  our  sensor  and  fuel  cell  production.


     At  December  31,  2000,  we  had $75,300 in unrestricted cash, compared to
$1,193,084  in  cash  at December 31, 1999.  We had a working capital deficit of
$1,005,411  at  December  31,  2000,  compared  to  a working capital surplus of
$900,945  at  December 31, 1999.  We also had accounts receivable of $175,047 at
December  31,  2000, compared to accounts receivable of $143,128 at December 31,
1999.  Investment  in  inventory  totaled  $528,816  at December 31, 2000 versus
$127,319  for  the  same period in 1999.  The growth in 2000 in both receivables
and  inventory  are  consistent with the overall increase in sales for the year.

     We have recently taken measures to preserve our available cash. In February
2001,  we  laid  off  four  employees  of  our  sensor  division  and closed our
Washington  D.C. office (laying off one employee); we do not believe that any of
these  employees  performed  functions  essential  to our operations. In January
2001,  consultants  to  our  fuel  cell  division  agreed  to receive options to
purchase  shares  of  our  common  stock  in lieu of cash compensation. Finally,
certain  of  our  employees  have  elected to receive options to purchase common
stock  in  lieu  of  a portion of their cash compensation. We believe that these
measures  will  enable  us  to  save  approximately  $500,000 in the year ending
December  31,  2001.

     We  remain  dependent  upon our ability to obtain outside financing through
the  issuance  of additional securities until we achieve sustained profitability
through  increased  sales.  Management believes that we will require significant
resources for the remainder of the year ending December 31, 2001, principally to
fund  our working capital needs to support the commercialization of our hydrogen
sensor  and  fuel cell products and continuing research and development efforts.
At  the  present time, we estimate that we will require approximately $5,300,000
to  fund  our  operations  (including  the commercialization of our products and
ongoing  research  and  development)  through  2001.  We  have  already  raised
$1,800,000  of this amount through March 15, 2001, and we expect to generate the
necessary  resources  for  our  2001  business plan through a combination of the
contribution  from  sales  of  our  products  and  additional  sales  of  equity
securities. There can be no assurance, however, that we will be able to generate
capital  sufficient  to  meet  these   needs. Our capital requirements depend on
many  factors,  including  but  not  limited  to  the  following:

     -    the  rate  at  which  we  develop  and  introduce  our  products;

     -    the  market  acceptance  and  competitive  position  of  our products;

     -    the level of promotion and advertising required to market our products
          and  to  attain  a  competitive  position  in  the  marketplace;  and

     -    the  response  of  competitors  to  our  products.

     If  we  require  additional funding, such funding might not be available on
terms  favorable to our stockholders or us, and might not be adequate to address
our  needs.  If  adequate  funds  are  not  available  or  are  not available on
acceptable  terms,  we  may  not  be  able  to fund expansion, take advantage of
unanticipated acquisition opportunities, develop or enhance services or products
or  respond  to  competitive  pressures.


                                       27
<PAGE>
     If we are unsuccessful in generating anticipated resources from one or more
of  the  anticipated  sources  and  we  are unable to replace any shortfall with
funding  from  another  source,  we  may  be able to extend the period for which
available  resources  would  prove  adequate  by  deferring  the satisfaction of
various  commitments  or otherwise scaling back operations. If we were unable to
generate  the  required  resources,  our  ability to meet our obligations and to
continue  our  operations  would  be  adversely  affected.


                                       28
<PAGE>
                                     ITEM 7.

                              FINANCIAL STATEMENTS


<PAGE>
                          INDEPENDENT AUDITORS' REPORT



To the Stockholders and Board of Directors of
DCH  Technology,  Inc.

We  have  audited the accompanying consolidated balance sheet of DCH Technology,
Inc.  and  Subsidiaries  as  of  December  31, 2000 and the related consolidated
statement  of  operations  and comprehensive loss, stockholders' equity and cash
flows  for the year then ended.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial  statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of DCH Technology, Inc.
and  Subsidiaries as of December 31, 2000, and the consolidated results of their
operations  and cash flows for the year then ended, in conformity with generally
accepted  accounting  principles.

/s/  Moss Adams LLP

Los  Angeles,  California
February  6,  2001


--------------------------------------------------------------------------------
                                                                             F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT



To the Stockholders and Board of Directors of
DCH  Technology,  Inc.



We  have  audited the accompanying consolidated balance sheet of DCH Technology,
Inc.  and Subsidiary as of December 31, 1999 and related consolidated statements
of  operations  and  comprehensive loss, stockholders' equity and cash flows for
the  year  then  ended.  These  consolidated  financial  statements  are  the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those  standards require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial  statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of DCH Technology, Inc.
and  Subsidiary  as  of December 31, 1999, and the consolidated results of their
operations  and cash flows for the year then ended, in conformity with generally
accepted  accounting  principles.



/s/ Lucas,  Horsfall,  Murphy  &  Pindroh  LLP

Lucas,  Horsfall,  Murphy  &  Pindroh  LLP


Pasadena,  California
February  22,  2000




--------------------------------------------------------------------------------
                                                                             F-2
<PAGE>
<TABLE>
<CAPTION>
DCH  TECHNOLOGY,  INC.  AND  SUBSIDIARIES

CONSOLIDATED  BALANCE  SHEET

DECEMBER  31,                                                        1999          2000
                                                                 ------------  -------------
<S>                                                              <C>           <C>

                                        ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                      $ 1,193,084   $     75,300
  Accounts receivable                                                143,128        175,047
  Inventory                                                          127,319        528,816
  Prepaid expenses                                                    90,248         84,261
  Other receivables                                                  191,100         17,076
                                                                 ------------  -------------
  Total current assets                                             1,744,879        880,500
                                                                 ------------  -------------

PROPERTY AND EQUIPMENT,  net                                         217,665      2,362,357
                                                                 ------------  -------------

OTHER ASSETS
  Intangible assets, net of accumulated amortization                  98,577        134,536
  Restricted cash deposit                                                  -        700,000
  Investments with no readily determinable fair value                215,000         25,000
  Investment in joint venture                                              -         41,623
  Other                                                                    -         10,190
                                                                 ------------  -------------
  Total other assets                                                 313,577        911,349
                                                                 ------------  -------------
                                                                 $ 2,276,121   $  4,154,206
                                                                 ============  =============

                          LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                               $   244,539   $    659,053
  Accrued expenses                                                   268,690        427,563
  Accrued compensation                                               316,872        728,805
  Current portion of note payable                                          -         55,867
  Current portion of capital lease obligations                        13,833         14,623
                                                                 ------------  -------------
  Total current liabilities                                          843,934      1,885,911

LONG-TERM LIABILITIES, net of current portion
  Note payable                                                             -        710,658
  Capital lease obligations                                           30,344         14,662

STOCKHOLDERS' EQUITY
  Preferred stock, $.10 par value, 5,000,000 shares authorized,
      no shares issued or outstanding                                      -              -
  Common stock, $.01 par value, 50,000,000 shares authorized,
      19,325,995 and 25,560,616 shares issued and outstanding        193,259        255,606
  Additional paid in capital                                       9,775,433     17,631,900
  Common stock subscribed, 145,556 shares                            131,000              -
  Investment in limited liability companies                          (79,445)       (68,714)
  Other comprehensive loss                                                 -         (3,320)
  Accumulated deficit                                             (8,618,404)   (16,272,497)
                                                                 ------------  -------------
  Total stockholders' equity                                       1,401,843      1,542,975
                                                                 ------------  -------------

                                                                 $ 2,276,121   $  4,154,206
                                                                 ============  =============

-------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial statements  F-3
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
DCH  TECHNOLOGY,  INC.  AND  SUBSIDIARIES

CONSOLIDATED  STATEMENT  OF  OPERATIONS  AND  COMPREHENSIVE  LOSS

YEARS  ENDED  DECEMBER  31,                                   1999          2000
                                                          ------------  ------------
<S>                                                       <C>           <C>

SALES                                                     $   543,199   $   961,551

COST OF GOODS SOLD                                            332,394       729,147
                                                          ------------  ------------

    Gross profit                                              210,805       232,404

OPERATING EXPENSES
  Selling, general and administrative expenses              2,870,256     5,725,880
  Depreciation and amortization                                65,336       234,715
  Research and development                                    841,708     1,779,964
                                                          ------------  ------------

    Total operating expenses                                3,777,300     7,740,559
                                                          ------------  ------------

    Loss from operations                                   (3,566,495)   (7,508,155)
                                                          ------------  ------------

OTHER INCOME (EXPENSE)
  Interest expense                                             (1,424)      (46,642)
  Interest income                                                   -       128,581
  Loss on disposal of assets                                        -       (25,089)
  Loss in limited liability companies and joint venture       (19,554)      (12,788)
  Impairment loss on investments                                    -      (190,000)
                                                          ------------  ------------

    Total other income (expense)                              (20,978)     (145,938)
                                                          ------------  ------------

NET LOSS                                                   (3,587,473)   (7,654,093)

OTHER COMPREHENSIVE LOSS
  Foreign currency translation adjustments                          -        (3,320)
                                                          ------------  ------------

COMPREHENSIVE LOSS                                        $(3,587,473)  $(7,657,413)
                                                          ============  ============

NET LOSS PER SHARE
  Basic                                                   $     (0.25)  $     (0.32)
                                                          ============  ============
  Diluted                                                 $     (0.25)  $     (0.32)
                                                          ============  ============

WEIGHTED AVERAGE SHARES OUTSTANDING                        14,519,000    23,929,000
                                                          ============  ============

-------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial statements  F-4
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                   Common Stock               Additional     Stock                   Other
                                         ----------------------------------    Paid-in    Subscription  Investment Comprehensive
                                           Shares     Amount    Subscribed     Capital     Receivable    in LLCs     Loss
                                         ----------  --------  ------------  -----------  ------------  ---------  --------

<S>                                      <C>         <C>       <C>           <C>          <C>           <C>        <C>
BALANCE - DECEMBER 31, 1998              12,273,059  $122,730  $   100,000   $ 5,021,642  $  (100,000)  $      -   $     -
  Issuance of common stock, options
    and warrants for services               848,469     8,485            -     1,216,660            -          -         -
  Issuance of common stock
    and warrants for cash                 4,810,087    48,101            -     2,814,655            -          -         -
  Issuance of common stock for
    payment of debt                          16,043       160            -        14,278            -          -         -
  Issuance of common stock pursuant
    to exercise of options and warrants   1,218,337    12,183            -       609,798            -          -         -
  Payment of stock subscription             160,000     1,600     (100,000)       98,400      100,000          -         -
  Common stock subscription                       -         -      131,000             -            -          -         -
  Investment in LLC                               -         -            -             -            -    (79,445)        -
  Net loss                                        -         -            -             -            -          -         -
                                         ----------  --------  ------------  -----------  ------------  ---------  --------
BALANCE - DECEMBER 31, 1999              19,325,995   193,259      131,000     9,775,433            -    (79,445)        -
  Issuance of common stock, options
    and warrants for services               216,500     2,165            -     1,279,874            -          -         -
  Issuance of common stock and warrants
    for cash, net of commissions paid     2,490,000    24,900            -     5,070,031            -          -         -
  Issuance of common stock for
    patent purchase                           3,061        31            -         9,535            -          -         -
  Issuance of common stock pursuant
    to exercise of options and warrants   3,379,504    33,795            -     1,367,483            -          -         -
  Issuance of stock subscribed              145,556     1,456     (131,000)      129,544            -          -         -
  Foreign currency translation loss               -         -            -             -            -          -    (3,320)
  Loss on investment in LLC                       -         -            -             -            -     10,731         -
  Net loss                                        -         -            -             -            -          -         -
                                         ----------  --------  ------------  -----------  ------------  ---------  --------
BALANCE - DECEMBER 31, 2000              25,560,616  $255,606  $         -   $17,631,900  $         -   $(68,714)  $(3,320)
                                         ==========  ========  ============  ===========  ============  =========  ========


                                                           Total
                                          Accumulated   Stockholders'
                                            Deficit        Equity
                                         -------------  ------------
<S>                                      <C>            <C>
BALANCE - DECEMBER 31, 1998              $ (5,030,931)  $   113,441
  Issuance of common stock, options
    and warrants for services                       -     1,225,145
  Issuance of common stock
    and warrants for cash                           -     2,862,756
  Issuance of common stock for
    payment of debt                                 -        14,438
  Issuance of common stock pursuant
    to exercise of options and warrants             -       621,981
  Payment of stock subscription                     -       100,000
  Common stock subscription                         -       131,000
  Investment in LLC                                 -       (79,445)
  Net loss                                 (3,587,473)   (3,587,473)
                                         -------------  ------------
BALANCE - DECEMBER 31, 1999                (8,618,404)    1,401,843
  Issuance of common stock, options
    and warrants for services                       -     1,282,039
  Issuance of common stock and warrants
    for cash, net of commissions paid               -     5,094,931
  Issuance of common stock for
    patent purchase                                 -         9,566
  Issuance of common stock pursuant
    to exercise of options and warrants             -     1,401,278
  Issuance of stock subscribed                      -             -
  Foreign currency translation loss                 -        (3,320)
  Loss on investment in LLC                         -        10,731
  Net loss                                 (7,654,093)   (7,654,093)
                                         -------------  ------------
BALANCE - DECEMBER 31, 2000              $(16,272,497)  $ 1,542,975
                                         =============  ============

-------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial statements  F-5
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
DCH  TECHNOLOGY,  INC.  AND  SUBSIDIARIES

CONSOLIDATED  STATEMENT  OF  CASH  FLOWS

YEARS  ENDED  DECEMBER  31,                                     1999          2000
                                                            ------------  ------------
<S>                                                         <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                  $(3,587,473)  $(7,654,093)
  Adjustments to reconcile net loss to net cash
      used in operating activities:
    Depreciation and amortization                                65,336       234,715
    Loss on disposal of equipment                                 6,628        25,089
    Issuance of stock, warrants and options for services      1,225,145     1,282,039
    Loss from investment in partnerships and joint venture       19,554        12,788
    Impairment loss on investments                                    -       190,000
    Investment received for services                           (150,000)            -
    Changes in assets and liabilities:
      Accounts receivable                                       (84,299)      (31,919)
      Inventory                                                  16,395      (401,497)
      Prepaid expenses                                          (90,248)        5,987
      Other receivables                                         (60,100)       43,024
      Accounts payable                                           73,109       414,514
      Accrued expenses                                          227,891       158,873
      Accrued compensation                                      316,872       411,933
                                                            ------------  ------------

      Net cash used in operating activities                  (2,021,190)   (5,308,547)
                                                            ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Investment in certificate of deposit                                -      (700,000)
  Deposits made on equipment leases                                   -       (10,190)
  Investment in joint venture                                         -       (47,000)
  Purchase of licenses and intellectual property                (87,000)      (57,257)
  Purchase of property and equipment                           (116,883)   (2,373,632)
                                                            ------------  ------------

      Net cash used in investing activities                    (203,883)   (3,188,079)
                                                            ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of common stock and warrants             2,862,756     5,094,931
  Principal payments on capital leases                           (2,461)      (14,892)
  Proceeds from long-term debt                                        -       800,000
  Principal payments on long term debt                                -       (33,475)
  Repayment of stockholder advances                            (165,921)            -
  Proceeds from exercise of options and warrants                621,981     1,401,278
  Proceeds from common stock subscriptions receivable           100,000       131,000
                                                            ------------  ------------

      Net cash received from financing activities             3,416,355     7,378,842
                                                            ------------  ------------

NET INCEASE (DECREASE) IN CASH                                1,191,282    (1,117,784)

CASH, beginning of year                                           1,802     1,193,084
                                                            ------------  ------------

CASH, end of year                                           $ 1,193,084        75,300
                                                            ============  ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the year for:
      Interest                                              $     1,085   $    46,642
                                                            ============  ============
      Income taxes                                          $     2,578   $     1,600
                                                            ============  ============

-------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial statements  F-6
</TABLE>


<PAGE>
DCH  TECHNOLOGY,  INC.  AND  SUBSIDIARIES

CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS

YEAR  ENDED  DECEMBER  31,  1999  AND  2000
--------------------------------------------------------------------------------

SUPPLEMENTAL  SCHEDULE  OF  NON-CASH  INVESTING  AND  FINANCIAL  ACTIVITIES  -

     During the year ended December 31, 2000, the Company issued 3,061 shares of
common  stock  with  a  fair market value of $9,566 for the purchase of a patent
license.

     During  the  year  ended  December  31,  1999,  $65,000  of Hydrogen Burner
Technology  common  stock  was  received in satisfaction of a related advance to
customer,  accounts  payable,  and  deferred  revenue.

     During  the  year  ended  December  31,  1999, the Company entered into two
capital  lease  agreements  for  $46,638  to  purchase  computer  equipment.

     During  the  year  ended  December  31, 1999, the Company issued $14,438 of
common  stock  in  payment  of  debt.


--------------------------------------------------------------------------------
                                                                             F-7
<PAGE>
DCH  TECHNOLOGY,  INC.  AND  SUBSIDIARIES

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

--------------------------------------------------------------------------------

NOTE  1  -  NATURE  OF  BUSINESS

     OPERATIONS  -  DCH  Technology,  Inc.  (the  Company),  was incorporated on
February  23,  1996.  The Company seeks out patented technologies, secures those
patented  technologies  through licensing agreements with the patent holders and
converts  the  technologies into viable products which the Company then produces
and  sells.  The Company focuses on technologies related to the use of hydrogen,
primarily  hydrogen  gas  sensors  and  fuel  cells.

     The  consolidated  financial  statements  include  the  accounts  of  DCH
Technology,  Inc.,  DCH  Sensors Corporation, and Enable Fuel Cells Corporation.

     FINANCIAL  CONDITION - The Company has experienced net losses over the past
several  years  and  as  a  result  has  an accumulated stockholders' deficit of
$16,272,000  as  of  December  31,  2000.  Additionally,  the  Company's current
liabilities  exceeded  its current assets by $1,005,000 as of December 31, 2000.
To date, the Company has relied primarily on funding from the issuance of equity
securities  to sustain its operations.  Additional financing will be required to
sustain  the  Company's  current research and development activities and support
the  planned  operations  of  the  Company.

Management  has  taken  certain  actions  and is pursuing additional measures to
support  the  Company's  current  operating  plan,  including  the  following:

     -    Strict  budgetary  controls  have  been  implemented  with  the
          implementation  of  a  new  accounting  and  information  system.
     -    Staffing  was  reduced  effective  February  1, 2001, and compensation
          arrangements  were  modified,  resulting  in  annual  cash  savings of
          approximately  $500,000.
     -    Through  a  private placement of equity securities, the Company raised
          approximately  $1,830,000  cash  in  January  2001.
     -    The  Company is continuing to pursue equity and/or debt financing from
          various sources, including sources who have invested in DCH Technology
          in  the  past.  Currently,  the  Company  is in active discussion with
          several  potential  investors.
     -    The  Company  is  seeking  to refinance a recently purchased building.
          Management  believes it may be possible to realize $700,000 - $800,000
          in  cash  flow  upon  a  successful  transaction.


--------------------------------------------------------------------------------
                                                                             F-8
<PAGE>
DCH  TECHNOLOGY,  INC.  AND  SUBSIDIARIES

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

--------------------------------------------------------------------------------

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     PRINCIPALS OF CONSOLIDATION - The consolidated financial statements include
the  accounts  of  DCH  Technology, Inc. and its wholly owned subsidiaries.  All
intercompany  transactions  and  balances have been eliminated in consolidation.

     CASH  AND  CASH  EQUIVALENTS  -  For  purposes  of  cash flows, the Company
considers  all  highly liquid investments purchased with an original maturity of
three  months  or  less to be cash equivalents.  The carrying amount of cash and
cash  equivalents  approximates  their  fair  market  value.

     PROPERTY  AND  EQUIPMENT  - Property and equipment are stated at cost, less
accumulated  depreciation  and  amortization.  Depreciation  and amortization of
property  and equipment are provided using straight-line and accelerated methods
over  the estimated useful lives, which range from 5 to 39 years.  Leasehold and
building  improvements  are  amortized  over  their estimated useful life, which
range  from  5  to  20  years.

     INVENTORY  -  Inventory  is stated at the lower of cost or market using the
first-in,  first-out method (FIFO).  Inventories consist of parts and assemblies
that  are  included  in  the  final  product.

     INVESTMENTS  WITH NO READILY DETERMINABLE FAIR VALUE - The Company acquired
shares  of  two  privately  held  companies  without readily determinable market
values  in  exchange  for  services  rendered.  The  Company  accounts for these
transactions  as  prescribed  by  Accounting Principles Board (APB) 18 under the
"cost  method."

     Under  this method, the Company's investment balance remains unchanged with
respect  to  the  earnings  of the investee and is impacted only with respect to
dividend  distributions and permanent impairment of the value of the investment.

     For  the  year  ended  December  31,  2000,  management determined that the
investments  were impaired, and wrote the investments down $190,000 to their net
realizable  value.

     REVENUE  RECOGNITION - Revenue from product sales is recognized at the time
the  product  is  shipped  to  its  customer.  Provision is made at the time the
related  revenue  is  recognized  for  estimated  product  returns.  The Company
provides for the estimated cost of post-sale support and product warranties upon
shipment.  When  other  significant  obligations  remain  after  products  are
delivered,  revenue  is  recognized  only  after such obligations are fulfilled.
Customers  do  not have unconditional right of return on product sales.  Service
revenue  is  recognized  ratable  over  the  contractual  period as services are
performed.

     ACCOUNTS RECEIVABLE AND ALLOWANCES - No allowance for doubtful accounts has
been  provided,  as  it  is  the belief of management that receivables are fully
collectable  at  December  31,  2000.


--------------------------------------------------------------------------------
                                                                             F-9
<PAGE>
DCH  TECHNOLOGY,  INC.  AND  SUBSIDIARIES

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

--------------------------------------------------------------------------------

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     INTANGIBLES  -  Intangible  assets,  principally  licensing agreements, are
amortized on the straight-line method over the remaining life of the agreements.
The  carrying  amounts of the intangible assets are assessed for impairment when
operating  profits from the related assets indicates carrying amounts may not be
recoverable.  Carrying  values are reviewed periodically for impairment whenever
events  or  changes in circumstances indicate the carrying amounts of assets may
not  be  recoverable.

     ADVERTISING  -  Advertising  and  promotion costs are expenses as incurred.

     RESEARCH  AND  DEVELOPMENT  -  Research  and  development  expenditures are
charged  to  operations  as  incurred.

     INCOME  TAXES - Income tax expense is computed using an asset and liability
method,  using expected annual effective tax rates.  Under this method, deferred
income  taxes are recorded resulting from differences in the financial reporting
basis  and the income tax reporting basis of assets and liabilities.  Income tax
are  further  explained  in  Note  9.

     CONCENTRATION  OF  CREDIT  RISK  -  Financial  instruments that potentially
subject  the  Company to credit risk are primarily cash equivalents and accounts
receivable.  The Company has placed its cash and cash equivalents with one major
financial  institution.  At  times,  the  cash  in  the financial institution is
temporarily  in  excess  of  the amount insured by the Federal Deposit Insurance
Corporation  (FDIC).

     USE  OF  ESTIMATES  -  The  preparation  of  the  financial  statements  in
conformity  with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.

     IMPAIRMENT  ON LONG-LIVED ASSETS - Certain long-lived assets of the Company
are  reviewed  at least annually as to whether their carrying values have become
impaired  in  accordance with Statement of Financial Accounting Standards (SFAS)
121,  "Accounting  for the Impairment of Long-Lived Assets and Long-Lived Assets
to  be Disposed Of."  Management considers assets to be impaired if the carrying
value  exceeds  the  undiscounted  projected  cash  flows  from  operations.  If
impairment  exists,  the  assets are written down to fair value or the projected
cash  flows  from  related  operations.  As  of  December  31, 2000, the Company
expects  the  remaining  carrying  value  of  assets  to  be  fully recoverable.


--------------------------------------------------------------------------------
                                                                            F-10
<PAGE>
DCH  TECHNOLOGY,  INC.  AND  SUBSIDIARIES

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

--------------------------------------------------------------------------------

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     STOCK  BASED  COMPENSATION  -  As  permitted  by  SFAS 123, "Accounting for
Stock-Based  Compensation",  the  Company  continues to apply APB Opinion No. 25
(APB  25)  and  related  Interpretations in accounting for its options issued to
employees.  The  Company  accounts  for  stock-based  compensation  issued  to
consultants and vendors as prescribed by SFAS 123.  Under SFAS 123, a fair value
method  is  used  to  determine  compensation  cost for stock options or similar
equity  instruments.  Compensation  is  measured  at  the  grant  date  and  is
recognized  over the service or vesting period.  Under APB 25, compensation cost
is  the  excess,  if  any,  of  the  quoted  market  price  of  the stock at the
measurement  date  over  the amount that must be paid to acquire the stock.  The
standard  allows the Company to continue to account for stock-based compensation
issued  to  employees  under APB 25, with disclosure of the effects of SFAS 123.
The  proforma  effect  on  income  as  if  the  Company  had adopted SFAS 123 is
disclosed  in  Note  10.

     RECLASSIFICATIONS  -  Certain  prior year amounts have been reclassified to
conform with the current year presentation.  These changes have no effect on net
earnings.

     EARNINGS PER SHARE - Earnings per share are based upon the weighted average
number of shares of common stock outstanding during the period.  The Company has
not  included  the  effect of assumed conversions and exercises of stock options
and  warrants  since  the  effect  of  such  an inclusion would be antidilutive.
Equity  instruments, including stock options and warrants, which are exercisable
into  9,209,185  shares of common stock at December 31, 2000, have been excluded
because  their  effect  would be antidilutive.  However, these instruments could
potentially  dilute  earnings  per  share  in  future  years.

     NEW  ACCOUNTING  PRONOUNCEMENTS  -  During  2000,  the Financial Accounting
Standards  Board  issued  Statements  of  Financial  Accounting Standard No. 136
("Transfers  of  Assets to Not-for-Profit Organizations of Charitable Trust That
Raise  or  Holds Contributions for Others"), No. 137 ("Accounting for Derivative
Instruments  and  Hedging  Activities"),  No.  138  ("Accounting  for  Certain
Derivative  Instruments  and  Certain  Hedging Activities - an amendment to FASB
Statement  No.  133"),  No.  139 ("Rescission of FASB Statement No. 53 Financial
Reporting  by  Producers and Distributors of Motion Picture Films and amendments
to FASB Statements No. 63, 89, and 121"), and No. 140 ("Accounting for Transfers
and  Servicing  of  Financial  Assets  and  Extinguishment  of  Liabilities  - a
replacement  of  FASB  Statement  No. 125") which are effective for fiscal 2000.
Management  believes  these  pronouncements do not have a material effect on the
Company's  financial  statements  or  disclosures.

NOTE 3 - INVENTORY

                                 1999      2000
                               --------  --------
              Raw Materials    $ 51,816  $393,158
              Work-in-process    68,566   124,797
              Finished goods      6,937    10,861
                               --------  --------
                               $127,319  $528,816
                               ========  ========


--------------------------------------------------------------------------------
                                                                            F-11
<PAGE>
DCH  TECHNOLOGY,  INC.  AND  SUBSIDIARIES

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

--------------------------------------------------------------------------------

NOTE  4  -  PROPERTY  AND  EQUIPMENT

<TABLE>
<CAPTION>
                                                 1999        2000
                                               ---------  -----------
<S>                                            <C>        <C>
    Land                                       $      -   $  270,000
    Building                                          -    1,081,760
    Automobiles                                  34,260       34,260
    Equipment                                   206,824      813,281
    Furniture and Fixtures                       15,842       21,635
    Building improvements                             -      358,640
    Leasehold improvements                       35,973       36,137
                                               ---------  -----------

                                                292,899    2,615,713
    Accumulated depreciation and amortization   (75,234)    (253,356)
                                               ---------  -----------

                                               $217,665   $2,362,357
                                               =========  ===========
</TABLE>

     Depreciation  and  amortization  expense  on property and equipment for the
year  ended December 31, 1999 and 2000, were $47,887 and $203,853, respectively.

NOTE  5  -  INTANGIBLE  ASSETS

     The  Company  has  entered  into  various license and intellectual property
agreements.  The  patent  license  agreements require the Company to pay initial
license  fees, which are being amortized over the remaining lives of the license
agreements.  In  addition  to  the annual payments for the licenses, the Company
has  agreed  to  pay  royalties  based  on  various  factors  included  in these
agreements.  The  patent  license  agreements  generally  contain  performance
benchmarks.  If  the Company fails to meet the benchmarks, the agreements may be
kept  in  place  at  the  sole  discretion  of  the  licensor.

     The  total  amortization  expense  related  to  intangibles was $17,449 and
$30,862  for  the  years  ended  December  31,  1999  and  2000,  respectively.

     Future  minimum  royalty  payments  under  these  license  agreements  are:

2001                     $ 79,000
2002                       82,000
2003                       82,000
2004                       82,000
2005                       82,000
  Thereafter              780,000
                     ------------

                     $  1,187,000
                     ============


--------------------------------------------------------------------------------
                                                                            F-12
<PAGE>
DCH  TECHNOLOGY,  INC.  AND  SUBSIDIARIES

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

--------------------------------------------------------------------------------

NOTE  6  -  INVESTMENTS  IN  LIMITED  LIABILITY  COMPANIES  AND  JOINT  VENTURES

     The Company has invested in two limited liability companies ("LLC") and one
joint venture ("JV").  The investments are accounted for under the equity method
as the investments are between 20% and 50% of these entities and management does
not actively participate in the management of these companies.  Under the equity
method  of  accounting, the Company adjusts the carrying amount of an investment
for  its  share  of  the  earnings and losses of the LLCs and JV and reports the
recognized  earnings  and  losses  in  income.  Dividends  received  reduce  the
carrying  amount  of  these  investments.

     During  the  year ended December 31, 2000, the Company entered into a joint
venture  with  Daido  Metal  Company,  Ltd.,  a  Japanese  company.  The initial
investment  was  $47,000  or  5,000,000  Japanese  Yen.

     The  financial  position  and results of operations of the Company's equity
investment  (Infrasol,  LLC,  Renewable  Energies Group, LLC) as of December 31,
2000  and  for  the  years  ended  December  31,  1999  and  2000  are:

<TABLE>
<CAPTION>
                                                                 Renewable       Daido Metal
                                                   Infrasol,     Energies         Company
                                                      LLC       Group, LLC     Joint Venture
                                                  -----------  -------------  ---------------
<S>                                               <C>          <C>            <C>
FINANCIAL POSITION as of December 31, 2000
                                                  Assets
    Cash                                          $   16,943   $      4,991   $       83,246
    Investments, available for sale                   90,000         45,000                -
                                                  -----------  -------------  ---------------
                                                     106,943         49,991           83,246
  Liabilities
    Accounts payable                                  45,002         27,515                -
                                                  -----------  -------------  ---------------
  Net assets                                      $   61,941   $     22,476   $       83,246
                                                  ===========  =============  ===============
  DCH Technology, Inc. investment in LLCs and JV  $   30,971   $      7,485   $       41,623
                                                  ===========  =============  ===============

FINANCIAL POSITION as of December 31, 1999
  Assets
    Cash                                          $    12,077  $          -   $            -
    Accounts receivable                                25,000             -                -
    Investments, available for sale                   178,200        89,100                -
                                                  -----------  -------------  ---------------

                                                      215,277        89,100                -
  Liabilities
    Accounts payable                                   44,113        26,858                -
                                                  -----------  -------------  ---------------
  Net assets                                      $   171,164        62,242                -
                                                  ===========  =============  ===============
  DCH Technology, Inc. investment in LLCs and JV  $    85,582        20,747                -
                                                  ===========  =============  ===============

RESULTS OF OPERATIONS
  Year ended December 31, 1999
  Revenues                                        $   45,000   $          -   $            -
  Operating expenses                                  66,203         26,858                -
                                                  -----------  -------------  ---------------
    Net loss                                      $  (21,203)  $    (26,858)  $            -
                                                  ===========  =============  ===============
  DCH Technology, Inc. allocated loss             $  (10,602)  $     (8,944)  $            -
                                                  ===========  =============  ===============
  Year ended December 31, 2000
  Revenues                                        $      348   $          -   $            -
  Operating expenses                                  21,371            666            4,114
                                                  -----------  -------------  ---------------
    Net loss                                      $  (21,023)  $       (666)  $       (4,114)
                                                  ===========  =============  ===============
  DCH Technology, Inc. allocated loss             $  (10,512)  $       (222)  $       (2,057)
                                                  ===========  =============  ===============
</TABLE>


--------------------------------------------------------------------------------
                                                                            F-13
<PAGE>
DCH  TECHNOLOGY,  INC.  AND  SUBSIDIARIES

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

--------------------------------------------------------------------------------

NOTE  6  -  INVESTMENTS  IN  LIMITED  LIABILITY  COMPANIES  AND  JOINT  VENTURES
(CONTINUED)

     The difference in the amount carried on the balance sheet as investments in
limited  liability  companies  and  the amount of net assets attributable to the
Company  is  attributable to unrealized holding gains and losses offset by stock
subscription  receivables.  Unrealized  holding  gains  are  attributable to the
increase  in  value of the Company's common stock, which have been excluded from
the  statement  of  operations.  As  the  primary  asset  of  the  LLCs is their
investment  in  the  Company,  the  LLCs  have  been  recorded as a reduction to
stockholders'  equity.

NOTE  7  -  ACCRUED  EXPENSES

<TABLE>
<CAPTION>
                               1999      2000
                             --------  --------
<S>                          <C>       <C>
  Board of Director's fees   $104,000  $112,000
  Legal and settlement fees         -   238,772
  Royalty and license fees     41,000    51,249
  Research and development     91,125         -
  Other                        32,565    25,542
                             --------  --------

                             $268,690  $427,563
                             ========  ========

</TABLE>

NOTE     8  -  NOTE  PAYABLE  AND  CAPITAL  LEASES

     The  Company  leases  various computer equipment under non-cancelable lease
agreements.  Future  minimum  lease payments under capital leases as of December
31,  2000  are:

       2001                                     $ 20,163
       2002                                       16,803
                                                ---------

  Total minimum payments                          36,966
  Amount representing interest at 12% to 13%      (7,681)
                                                ---------

  Present value of net minimum lease payments     29,285

  Current portion                                (14,623)
                                                ---------

       Long-term portion                        $ 14,662
                                                =========

     As  of December 31, 1999 and 2000, equipment under capital lease agreements
amounted  to  $43,638 and accumulated amortization amount to $2,332 and $21,315,
respectively.  Amortization  expense  under  capital  leases for the years ended
December  31,  1999  and  2000,  was  $2,332  and  $17,052,  respectively.


--------------------------------------------------------------------------------
                                                                            F-14
<PAGE>
DCH  TECHNOLOGY,  INC.  AND  SUBSIDIARIES

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

--------------------------------------------------------------------------------

NOTE     8  -  NOTE  PAYABLE  AND  CAPITAL  LEASES  (CONTINUED)

     During  the  year  ended  December  31,  2000,  the  Company entered into a
long-term  financing  agreement in connection with the purchase of the Company's
corporate  office.  The  Company borrowed $800,000 bearing interest at 8.5% with
monthly  payments  of  $9,974  through May 2010.  The outstanding balance on the
long-term debt was $766,525 at December 31, 2000.  The note is collateralized by
the  property  and  a $700,000 Certificate of Deposit which has been recorded as
restricted  cash.  Future  minimum  principal  payments  on this note payable at
December  31,  2000  are:

          2001               $    55,867
          2002                    60,673
          2003                    66,125
          2004                    72,068
          2005                    78,544
          Thereafter             433,248
                             ------------

                                 766,525

          Current  portion       (55,867)
                             ------------

          Long-term  portion $   710,658
                             ============


NOTE  9  -  INCOME  TAXES

     Deferred  income  taxes reflect the net tax effects of temporary difference
in  the  carrying  amounts of assets and liabilities for financial reporting and
income  tax reporting purposes.  The Company's deferred tax assets are comprised
of  the  following  items:

                                                        1999          2000
                                                    ------------  ------------

  Net operating loss carryforward                   $ 1,851,300   $ 6,858,300
  Stock option compensation                                   -       842,100
  Impairment losses                                           -        76,000
  Other                                                       -       919,500
                                                    ------------  ------------
                                                      1,851,300     8,095,900
                                                    ------------  ------------
  Valuation allowance                                (1,851,300)   (8,095,900)
                                                    ------------  ------------
  Net deferred tax asset                            $         -   $         -
                                                    ============  ============


     At  December  31,  1999 and 2000, the valuation allowance of $1,851,300 and
$8,095,900  represent  increases  of $624,448 and $6,244,600, respectively, over
the  preceding  year.

--------------------------------------------------------------------------------
                                                                            F-15
<PAGE>
DCH  TECHNOLOGY,  INC.  AND  SUBSIDIARIES

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

--------------------------------------------------------------------------------

NOTE  9  -  INCOME  TAXES  (CONTINUED)

     Reconciliation  between  the effective tax rate and the statutory tax rates
for  the  years  ended  December  31,  1999  and  2000  are:

                                                        1999          2000
                                                    ------------  ------------

  Federal tax benefit                                     (15.0)%       (34.0)%
  State tax benefit, net of federal tax                    (7.5)         (5.8)
  Change in valuation allowance on deferred taxes          22.5          66.8
  Change in effective rates on valuation allowance            -         (27.0)
                                                    ------------  ------------
                                                              - %           - %
                                                    ============  ============

     During  the year ended December 31, 2000, the Company changed its estimated
effective federal tax rate for the future reversal of temporary differences from
15%  to  34%.

     The  Company  has  approximately  $17,000,000  of  federal  and  state loss
carryforwards available to reduce future federal and state tax liabilities which
will  begin  to  expire  at  various times starting 2013 and 2002, respectively.

     At  December  31,  2000  net  operating  losses  include  a  deduction  of
approximately  $2,800,000  in  excess  of  compensation  expense recorded in the
financial  statements from the exercise of stock options. The recognition of the
deferred  tax benefit attributable to this amount will be credited to additional
paid-in  capital.

--------------------------------------------------------------------------------
                                                                            F-16
<PAGE>
DCH  TECHNOLOGY,  INC.  AND  SUBSIDIARIES

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

--------------------------------------------------------------------------------

NOTE  10  -CAPITAL  TRANSACTIONS

     STOCK  OPTION  PLANS - The Company has an incentive stock option plan.  The
options  granted  under  the  plan  are  intended  to qualify as incentive stock
options  under  existing  tax  regulations.  In addition, the Company has issued
non-qualified  stock  options  to  employees, members of the Board of Directors,
consultants  and  vendors.  Non-qualified  options  issued  to  employees  and
Directors are valued under the intrinsic-value method in accordance with APB No.
25.  Options  issued  to  consultants  and  vendors are valued based on the fair
value  of the considerations received or the fair value of the equity instrument
issued,  whichever  is  more  reliably  determinable.

     For  the  year ended December 31, 1999 and 2000, the Company has recognized
compensation  expense  of  $211,898  and $760,080, respectively, for stock-based
awards  issued  to employees and Directors under APB No. 25.  For the year ended
December  31, 1999 and 2000, the Company has recorded consulting fees expense of
$537,054  and  $225,771,  respectively,  for  stock-based  awards  issued  to
consultants  under  SFAS  123.

     The  following table summarizes the activity of incentive and non-qualified
stock  options  for  the  years  ended  December  31,  1999  and  2000:

                                      Outstanding Options
                                 ----------------------------
                                   Number     Exercise Price
                                 -----------  ---------------
     Balance, December 31, 1998   3,545,000   $          0.25
     Granted                      2,748,023              0.65
     Exercised                      (15,000)             0.25
                                 -----------  ---------------

     Balance, December 31, 1999   6,278,023              0.43
     Granted                      1,673,011              2.20
     Exercised                   (1,231,851)             0.59
                                 -----------  ---------------

     Balance, December 31, 2000   6,719,183   $          0.84
                                 ===========  ===============

     The  following  summarizes  information  about stock options outstanding at
December  31,  2000:

                   =========================================================
Range of exercise    Number          Weighted average       Weighted average
     Prices        outstanding  remaining contractual life   exercise price
-----------------  -----------  --------------------------  ----------------
     $0.25           3,177,987          8.00 years          $          0.25
 $0.26 - $1.00       2,669,998          3.74 years                     0.69
 $1.01 - $8.82         871,198          4.71 years                     3.44
                   -----------
                     6,719,183          5.88 years          $          0.84
                   ===========  ==========================  ================


--------------------------------------------------------------------------------
                                                                            F-17
<PAGE>
DCH  TECHNOLOGY,  INC.  AND  SUBSIDIARIES

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS


NOTE  10  -CAPITAL  TRANSACTIONS  (CONTINUED)

     Had  compensation  cost  for  the Company's options granted been determined
consistent  with  SFAS  123,  the Company's net loss and loss per share would be
affected  as  follows:

<TABLE>
<CAPTION>
                     Year Ended December 31
                 ---------------------------
                     1999          2000
                 ------------  -------------
<S>              <C>           <C>
Net loss
  As reported    $(3,587,473)  $ (7,654,093)
                 ============  =============
  Pro Forma      $(4,232,943)  $(10,797,799)
                 ============  =============

Loss per share:
  As reported    $      (.25)  $       (.32)
                 ============  =============
  Pro Forma      $      (.29)  $       (.45)
                 ============  =============
</TABLE>

     The  fair value of each option granted is estimated on grant date using the
Black-Scholes option pricing model which takes into account as of the grant date
the  exercise  price  and  expected life of the option, the current price of the
underlying  stock  and  its expected volatility, expected dividends on the stock
and  the  risk-free  interest rate for the term of the option.  The following is
the  average  of  the  data  used  to  calculate  the  fair  value:


     Risk-free                        Expected      Expected
   interest rate    Expected life    volatility     dividends
  ----------------  ---------------  -----------  ----------------
   4.98% - 6.65%       5 years       104% - 206%        N/A


STOCK  WARRANTS  -The  following  table summarizes the activity in common shares
subject  to  warrants:

<TABLE>
<CAPTION>
                              Outstanding warrants
                            --------------------------
                              Shares      Price range
                            -----------  -------------
<S>                         <C>          <C>
Balance, December 31, 1998     380,634   $0.75 - $2.00
Granted                      3,208,009     0.40 - 0.78
Exercised                   (1,203,337)    0.25 - 0.63
Forfeited                     (110,000)    0.75 - 1.50
                            -----------  -------------

Balance, December 31, 1999   2,275,306     0.40 - 2.00
Granted                      2,400,000     0.25 - 2.90
Exercised                   (2,185,306)    0.40 - 0.75
                            -----------  -------------

Balance, December 31, 2000   2,490,000   $0.25 - $2.90
                            ===========  =============
</TABLE>


--------------------------------------------------------------------------------
                                                                            F-18
<PAGE>
DCH  TECHNOLOGY,  INC.  AND  SUBSIDIARIES

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

--------------------------------------------------------------------------------

NOTE  11  -  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

     The Company has used market information for similar instruments and applied
judgment  to  estimated  fair  values of financial instruments.  At December 31,
2000,  the  fair  values  of  cash,  accounts  receivable,  and accounts payable
approximated  carrying  values  based on the short maturity of these items.  The
fair  value of long-term debt approximates carrying value based on current rates
at  which  the  Company  could  borrow  funds with similar remaining maturities.


NOTE     12     -     SEGMENT  INFORMATION

     Operating  segments  are defined as components of an enterprise about which
separate  financial  information is available that is evaluated regularly by the
chief  decision  maker,  or  decision  making group, in deciding how to allocate
resources  and  in  assessing  performance.  The  operating segments are managed
separately  because  each operating segment represents a strategic business unit
whose  function  and  purpose  differs  from  the  other  segments.

     The  Company's reportable operating segments include the hydrogen fuel cell
division  located  in  Wisconsin  and  the hydrogen sensor operations located in
California.  The  accounting  policies of the operating segments are the same as
those  described in the summary of significant accounting policies.  The Company
evaluates  performance  based  operations.

<TABLE>
<CAPTION>
December 31, 2000              Hydrogen fuel cells  Hydrogen sensors  Corporate     Total
-----------------------------  -------------------  ----------------  ----------  ----------
<S>                            <C>                  <C>               <C>         <C>
Total sales                    $           350,468  $        611,083  $        -  $  961,551
Property and equipment, net    $           321,881  $        102,257  $1,938,219  $2,362,357
Depreciation and amortization  $            86,946  $         18,997  $   97,910  $  203,853
Capital expenditures           $           339,108  $         75,378  $1,959,146  $2,373,632
</TABLE>

NOTE  13  -  CONCENTRATIONS  OF  CREDIT  RISK

     Sales  to  a major customer were $269,000, or 28% of the total sales during
the  year ended December 31, 2000.  The outstanding receivable balance from this
customer  was  $72,000 at December 31, 2000.  The outstanding receivable balance
from  a  major  customer  was  $129,955  at  December  31,  1999.

--------------------------------------------------------------------------------
                                                                            F-19
<PAGE>
DCH  TECHNOLOGY,  INC.  AND  SUBSIDIARIES

NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS

--------------------------------------------------------------------------------

NOTE  14  -  COMMITMENTS  AND  CONTINGENCIES

     LEASES  -  The Company leases various operating facilities expiring through
2002.  Certain  leases contain renewal options from 2 to 10 years and escalation
based  primarily  on  the  consumer  price  index. Minimum annual payments under
noncancellable  operating  leases  for  future  years  ending  December  31 are:

          2001                    $     62,006
          2002                          25,252
                                  ------------

                                  $     87,258
                                  ============

     Rent  expense  for  the years ended December 31, 1999, and 2000 amounted to
$50,608,  and  $96,692,  respectively.

     EMPLOYMENT  AGREEMENTS  -  The  Company currently has employment agreements
with its Vice President, Technology and Planning and Executive Vice President of
Business  Operations,  providing  for  an  annual  salary  of  $350,000  each.

     LITIGATION  -  On  December 31, 2000 the Company was involved in litigation
with  a  corporate  marketing  resource  company who alleged breach of contract.
Subsequent to year-end the Company settled this matter.  As of December 31, 2000
the  full  amount  of  the  settlement  was  accrued.


NOTE  15  -  EMPLOYEE  BENEFIT  PLAN

     Effective  January  1,  2000,  the  Company  adopted  a  401K
profit-sharing/savings  plan  that covers substantially all employees.  Eligible
employees  may  contribute on a tax deferred basis a percentage of compensation,
up  to  the maximum allowable under tax law.  Employee contributions and related
earnings  are  always  fully  vested.  Matching contributions by the Company are
discretionary.  Company  matching contributions amounted to $56,081 for the year
ended  December  31,  2000.

NOTE  16  -  SUBSEQUENT  EVENTS

     Subsequent  to  year end the Company received approximately $1,853,000 from
private  placements  of  DCH Technology, Inc. common stock and from exercises of
options  and  warrants.


--------------------------------------------------------------------------------
                                                                            F-20
<PAGE>
                                    PART III.
                                    ---------

                                     ITEM 8.

                  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                      ON ACCOUNTING AND FINANCIAL DISCLOSURE

                                      None.


                                     ITEM 9.

               DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS,  EXECUTIVE  OFFICERS  AND  KEY  EMPLOYEES

     The  following  table  sets  forth  certain information, as of December 31,
2000,  concerning  our  executive  officers,  directors  and  key  employees:

<TABLE>
<CAPTION>
NAME                         AGE  POSITION(S)
<S>                          <C>  <C>

David P. Haberman             39  Chairman of the Board of Directors and Vice
                                  President, Technology and Planning
Dr. Johan (Hans) Friedericy   71  Interim President and CEO and Director
David A. Walker               43  Executive Vice President of Business Operations and
                                  Director
Ronald L. Ilsley              59  Chief Financial Officer
Stephanie L. Hoffman          43  Vice President and General Manager, Fuel Cell
                                  Division
Steven A. Huenemeier          52  Vice President and General Manager, Sensor
                                  Division
Mark Lezell                   53  Director
Daniel Teran                  47  Director
Robert S. Walker              58  Director
Raymond N. Winkel             72  Director
</TABLE>

     DAVID  P. HABERMAN is the Chairman of our Board of Directors and has served
in  that  capacity  and  as  Vice  President,  Technology  and  Planning  since
co-founding DCH with David A. Walker in November 1994. Mr. Haberman served as an
engineering  consultant  at CBOL Corporation between 1993 and 1994 and served in
various  technical  capacities  at  the Astronautics Corporation of America from
1983 to 1993. He is an experienced applications engineer and has a background in
the design and development of hardware. In addition, Mr. Haberman was elected to
the  Board  of  Directors of the National Hydrogen Association in April 1999 and
previously  served  on that Board between 1996 and 1998. Since October 1998, Mr.
Haberman  has  also served as a member of the Hydrogen Technical Advisory Panel,
which  reports  to Congress on hydrogen-related issues. Mr. Haberman also serves
as  an  American  delegate  to the International Standards Organization (ISO) on
hydrogen  safety.


                                       30
<PAGE>
     DAVID A. WALKER has served as Vice President, Operations of DCH since April
1999.  Prior  to  that,  he  served  as  Vice President, Operations of DCH since
co-founding DCH with David P. Haberman in November 1994. From April 1999 to June
2000,  he  also  served  as  President.  In  addition, he served on the Board of
Directors  from  the  inception  of  DCH through May 1997, and has served on the
current  Board  since  January  1999.  Mr.  Walker also worked as an independent
management  consultant  for  the Management Resource Group and the George S. May
International  Company  between January 1990 and November 1994. Between 1981 and
1990,  he served in various management capacities for Rockwell International. He
is  a  member  of  the  American  Society  for  Quality, the American Management
Association,  a  Certified  Quality Auditor and Certified Management Consultant.
Mr.  Walker  holds  a  B.S.  degree  in  Business Administration from California
Baptist  College  and  a  M.S.  degree in Human Resource Management from Chapman
University.  Mr.  Walker  is  no  relation  to  Board  Member  Robert S. Walker.

     DR.  JOHAN  (HANS)  FRIEDERICY  has been a member of our Board of Directors
since  April  2000  and  was  appointed  Interim President and CEO in June 2000.
Prior  to  joining  DCH, Dr Friedericy held the position as Director of Research
and  Technology  for  Defense  and Space at Honeywell International's Washington
office,  having served in this capacity since January 1989. Dr. Friedericy began
his  career with Honeywell International when he joined the Garrett Corporation,
later AlliedSignal, in 1968. Over the years, Dr. Friedericy has been responsible
for  the  technical  and  administrative direction of all phases of a 500-person
engineering  and  laboratory  department, including design, development, program
management,  sales  and  product  support,  as  well  as  being  responsible for
technology  planning  and transfer. A graduate of the University of Illinois, he
received his Ph.D. in Applied Mechanics from the University of Illinois in 1960.
Dr.  Friedericy  has  30  publications and seven patents to his credit, and is a
member  of  Sigma Xi and SAE and is currently listed in American Men of Science.
Dr.  Friedericy  is  a  founding  member  of  the National Hydrogen Association.

     RONALD  L.  ILSLEY  has  served  as  our  Chief Financial Officer since his
appointment  in  August  2000.   Mr.  Ilsley  joined  DCH  from  his position of
Chairman,  Chief  Financial  Officer,  and  Director  of  Ceatech  USA  Inc.,  a
successful,  technology-based  aquaculture  company  supplying  food products to
domestic  and international markets. In this role he provided hands-on operating
and  financial leadership with responsibility for audits, shareholder relations,
corporate  finance,  treasury,  tax, accounting, management information systems,
and  risk  management.  Prior  to  this,  he  served  as  Vice President & Chief
Financial  Officer of Chemoil Corp., the largest independent integrated supplier
of  marine  fuels  in  the  U.S., with substantial international operations. His
responsibilities have also included serving as Treasurer and Director of Finance
for  Santa  Fe International Corporation, a multinational energy company; and as
Senior  Vice  President  &  Manager,  National Corporate Group, for the European
American  Bank.

     STEPHANIE  L.  HOFFMAN  has served as Vice President and General Manager of
our  fuel  cell  division since her appointment in September 1999.  From 1989 to
1999,  Ms.  Hoffman served as Director of Strategic Technology Planning, Manager
and  Program  Planner  for  advanced  product  portfolios  for the Cutler-Hammer
division  of  Eaton  Corporation,  a leader in fuel cell technology development.
During  her  employment  with  Eaton  Corporation,  Ms. Hoffman managed in-depth
opportunity  and  risk  assessments  of  fuel  cell  technologies,  products and
services  and  developed  commercial  business plans for fuel cell market entry.


                                       31
<PAGE>
She  is  a  member  of  the  Society  of  Automotive  Engineers, the Society for
Competitive  Intelligence Professionals and has served on the Steering Committee
for  Advanced  Automotive  Electrical/Electronic  Systems with Daimler Chrysler,
BMW,  Ford,  GM  and  Volvo.  In  1980, Ms. Hoffman received her B.A. in General
Studies  from Luther College. Ms. Hoffman also holds a certificate of completion
in  General Business Management from Northwestern University's Kellogg School of
Business  and  has  attended  executive  business  courses  at the University of
Chicago  School  of  Business,  the  University  of Michigan Business School and
California  Institute  of  Technology.

     STEVEN  A.  HUENEMEIER  has served as Vice President and General Manager of
our  sensors  division  since his appointment in March of 2000. Prior to joining
DCH  in  March  2000, Mr. Huenemeier was President of R.J. Lison Co., a regional
distributor  of  industrial  equipment from 1987 to 1999. Throughout his career,
Mr.  Huenemeier  has  held  several  top  management  positions  in which he was
responsible  for establishing and overseeing business operations. Mr. Huenemeier
holds  a  BA  degree  in  Business Administration and also holds several network
related  certifications  including  Microsoft Certified Systems Engineer (MCSE),
Microsoft  Certified  Professional  (MCP)+ Internet, and CISCO Certified Network
Associate  (CCNA).

     MARK LEZELL has served as a member of our Board of Directors since November
2000.  Mr. Lezell is a partner in the Washington, D.C. office of the law firm of
Ropes  &  Gray.  Since  1976,  Mr.  Lezell  has  been  in private practice as an
attorney,  with  a  domestic  and  international  business  practice emphasizing
assisting  e-commerce and related high technology entities doing business in the
United States. He has been involved in the planning, counseling, structuring and
negotiating  of  a  variety  of  emerging  technologies  and  business  ventures
involving  limited  liability  companies,  partnerships,  corporations and other
entities. Mr. Lezell also has assisted clients in various transactions including
initial  financings,  acquisitions,  dispositions,  financing workouts and joint
ventures, and has represented issuers, underwriters and purchasers in public and
private securities offerings. He obtained his undergraduate degree from Michigan
State  University  (B.A.  1969),  his  law  degree  from  American  University -
Washington  College of Law (J.D. 1973) and his Master of Laws degree in Taxation
from  Georgetown  University  School  of  Law  in  1976.  Mr.  Lezell  is  the
brother-in-law  of  David  P.  Haberman.

     DANIEL  TERAN  has  served  as  a  member  of  our Board of Directors since
December 1997.  Mr. Teran is a Certified Public Accountant licensed in the state
of California and has had his own practice in the City of Los Alamitos in Orange
County  since  July  1989.  He  offers services in accounting, systems setup and
design  and  taxation.  He also provides tax planning and tax return preparation
for  individuals  and  businesses,  and  represents  clients  in audits with the
Internal  Revenue Service and the California Franchise Tax Board.  Prior to July
1989,  he  worked as Chief Financial Officer for the Stephen Hopkins Development
Company  (a  shopping  center  developer) and as Controller for NRC Construction
Company.  He also served as an auditor for Seidman and Seidman (a large national
public  accounting  firm).  He  is an active member of the American Institute of
Certified  Public  Accountants  and  the  California Society of Certified Public
Accountants,  and  has  served  on  various committees within these professional
organizations.  He  received  a  B.S. degree in Accounting from California State
University  at  Long  Beach.

     ROBERT  S.  WALKER  has  served as a member of our Board of Directors since
January  1999.   Mr.  Walker  has  served  as  President  of the Wexler Group, a
Washington  D.C.-based lobbying firm, since his retirement from Congress in 1997
where  he  had  served as a representative from Pennsylvania since 1977.  During
his  tenure in the House, he authored the Hydrogen Future Act of 1996 and served
as  Chairman of the House Science Committee. Also, he served as Vice Chairman of


                                       32
<PAGE>
the  Budget  Committee,  Chairman  of  the  Republican  Leadership, Chief Deputy
Minority  Whip,  and  a  member  of  Speaker Newt Gingrich's six person Advisory
Group. For many years, he was an active and influential member of the Republican
majority  in  Congress.  Mr.  Walker also serves on the Board of Trustees of the
Aerospace  Corporation,  the  United  States  Space  Science Foundation, and the
Susquehana  Center  for Public Policy. He is also a member of the Advisory Board
for the Imax Corporation. He is a fellow at Millersville University and Franklin
and Marshall College, and serves as a regular academic lecturer. In addition, he
continues  to  be  a  frequent  guest  on  CNBC's  "Hardball," PBS's "The Lehrer
Newshour,"  and  other C-SPAN, CNN, FOX and MSNBC programs. Mr. Walker began his
career  as  a  high  school  teacher  and congressional aide. He received a B.S.
degree  in  Education  from Millersville University, an M.A. degree in Political
Science  from  the  University  of  Delaware and an Honorary Doctor of Laws from
Franklin and Marshall College. Mr. Walker is no relation to David A. Walker.

     RAYMOND  N.  WINKEL, a retired US Navy Rear Admiral, has served as a member
of  our  Board  of Directors since December 1996. He served as Vice President of
Programs  for  Astronautics  Corporation of America in Milwaukee, Wisconsin from
1984  until  his retirement in 1995. Prior to this, he was Vice President of the
Telephonics  Corporation  between  1980  to  1983.  However, the majority of his
career was spent in the United States Navy, working his was up as one of the few
enlisted  men  to  ever reach flag Rank. Admiral Winkel joined the Navy in 1947,
flew  the  four engine P4Y2 Privateer Anti-Submarine Warfare Aircraft during the
Korean  War  and  later served in several important capacities until joining the
Naval Air Systems Command in Washington in 1971. Admiral Winkel has been awarded
the  Air  Medal,  the  Naval  Aviator's  Gold  Wings,  the  Legion of Merit, the
Presidential  Meritorious  Service Medal, the Secretary of the Navy Commendation
Medal,  the  Good  Conduct  Medal,  the National Defense Service Medal (with the
Bronze  Star),  the  China  Service Medal, the Korean Presidential Unit Citation
Ribbon  and  a  number  of other medals and citations. Adm. Winkel earned a B.S.
degree at Naval Post Graduate School in Monterey, California, a M.S. degree from
Villanova  University,  and  graduated  from  the Advanced Management Program at
Harvard  University.

     Effective  March 1, 2001, we have appointed John T. Donohue to serve as our
President  and  Chief  Executive  Officer.  We are currently discussing with Mr.
Donohue  the terms of his employment agreement; we anticipate that such contract
will  contain, among other provisions, terms dealing with a change of control of
DCH.

     All  of  our  officers  serve  at the discretion of the Board of Directors.
Directors  serve  until  the  next  annual meeting of our shareholders, or until
their  successors  have  been  duly  elected  and  qualified.

COMMITTEES  OF  THE  BOARD  OF  DIRECTORS

     The  Board  of  Directors of DCH currently has a Compensation Committee, an
Audit  Committee,  a  Legal Committee, a Public Policy Committee and a Technical
Committee.  The  functions  of  each  of  these committees are described and the
members  of  each  are  listed  below.


                                       33
<PAGE>
     The  Compensation  Committee  is chaired by David A. Walker.   Daniel Teran
and  Robert  S.  Walker  serve as the other Committee members.  The Compensation
Committee  renders  advice  with respect to compensation matters and administers
our  equity  and  incentive  compensation  plans.

     The Audit Committee is chaired by Daniel Teran. Raymond N.Winkel and Robert
S.  Walker  also serve as members of the Committee. The Audit Committee oversees
our financial reporting processes and is responsible for reviewing our financial
condition.

     The  Legal Committee is chaired by Mark Lezall. Daniel Teran also serves on
the  Committee. The Legal Committee is responsible for monitoring changes in the
law  that  may  be  applicable to DCH, and for supervising the activities of our
outside  legal  counsel.

     The  Public  Policy  Committee  is  chaired  by  Robert S. Walker. David P.
Haberman and Raymond N. Winkel serve as the other members of the Committee.  The
Public  Policy Committee is responsible for monitoring and reporting on activity
occurring in government relating to hydrogen and other matters that could affect
us,  our  products  and/or  our  marketing  strategies.

     The  Technical Committee is chaired by Raymond N. Winkel. David P. Haberman
and  Dr.  Johan  (Hans)  Friedericy also serve as members of the Committee.  The
Technical Committee examines new and existing technologies and renders advice to
us  regarding  potential  products  based  on  those  technologies.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE.

     Section  16  of the Securities Exchange Act of 1934 requires our directors,
executive  officers  and  holders  of  10%  or  more of our common stock to file
reports  of ownership (Form 3) and changes in ownership (Forms 4 and 5) with the
SEC  and  to  furnish  us with copies of all such forms which they file with the
SEC.  During  2000,  David  Haberman and William Firestone (a former Director of
DCH)  did  not  timely  file  a Form 4.  Subsequently, all required Form 4s were
filed  by  the previously named individuals. In making the foregoing disclosure,
we  have  relied  solely  on our review of copies of forms filed by such persons
with  the  SEC.


                                       34
<PAGE>
                                    ITEM 10.

                             EXECUTIVE COMPENSATION

EXECUTIVE  COMPENSATION  SUMMARY

     The  following  table  provides  compensation  information  for  the period
indicated with respect to the persons who served as our Chief Executive Officers
for  the  years  ended December 31, 2000, 1999 and 1998, and all other executive
officers  of  DCH  receiving total salary and bonus in excess of $100,000 during
the  years  ended  December  31,  2000,  1999 and 1998 (collectively, the "Named
Executive  Officers"):

<TABLE>
<CAPTION>
                                      SUMMARY COMPENSATION TABLE

                       ANNUAL  COMPENSATION                 LONG-TERM COMPENSATION
                   ---------------------------  --------------------------------------------
NAME AND           YEAR  SALARY ($)  BONUS ($)      RESTRICTED          NUMBER OF SECURITIES
PRINCIPAL                                          STOCK AWARDS ($)     UNDERLYING WARRANTS/
POSITION                                                                    OPTIONS (#)
-----------------  ----  ----------  ---------  ---------------------  ---------------------
<S>                <C>   <C>         <C>        <C>

Dr. Johan (Hans)    2000          -           -                     -                 35,077
Friedericy,
Chief Executive
Officer (1)
-----------------  ----  ----------  ---------  ---------------------  ---------------------
David A. Walker,   2000    218,615           -                      -                      -
Vice President     1999       - (2)          -                      -                      -
                   1998          -           -                      -                363,000
-----------------  ----  ----------  ---------  ---------------------  ---------------------
David Haberman     2000      7,692           -                167,500                      -
                   1999          -           -                      -                      -
                   1998                                             -                364,000
-----------------  ----  ----------  ---------  ---------------------  ---------------------
Dr. William L.     1999          -           -                      -                675,000
Firestone (3)      1998          -           -                      -                393,000

<FN>
(1)     Mr.  Friedericy  became  our  Chief  Executive  Officer  in  March 2000.
(2)     Mr.  Walker  served  as  our  Chief Executive Officer from April 1999 to
March  2000.  He  received  $10,563  during  the year ended December 31, 1999 as
reimbursement  for  automobile  expenses.
(3)     Dr.  Firestone  resigned  as  our Chief Executive Officer in April 1999.
</TABLE>

EMPLOYMENT  AGREEMENTS

     We  currently  have  employment  agreements with each of David P. Haberman,
David  A.  Walker  and  Dr.  Johan  (Hans)  Friedericy,  our  Chairman  and Vice
President,  Technology  and  Planning,  Executive  Vice  President  of  Business
Operations,  and  Chief  Operating  Officer,  respectively.  Each  employment
agreement  commenced  on January 1, 2001 and terminates on January 1, 2002.  The
agreements  for Messrs. Haberman and Walker provide for an annual base salary of
$350,000  and the equivalent of $162,500 per quarter payable in stock options in


                                       35
<PAGE>
accordance  with our existing stock option plan.  Each of Messrs. Haberman's and
Walker's employment agreements also provides for an incentive bonus equal to one
percent of our adjusted annual net profits for the prior fiscal year, commencing
with  fiscal  2000.  No  bonus  was earned for the year ended December 31, 2000.
Dr.  Friedericy's  employment  agreement  provides  for an annual base salary of
$60,000 and the equivalent of $90,000 in non-qualified stock options; it further
provides  for  additional  equity  compensation  to  be  determined  upon  the
achievement  of  certain  quarterly financial milestones. None of the employment
agreements  provides  for  additional  payments  upon  a  change  in  control.

FISCAL  YEAR  OPTION  GRANTS

     In  the  year  ended December 31, 2000, the only Named Executive Officer to
receive  a  grant  of  stock  options was Dr. Johan (Hans) Friedericy, our Chief
Executive  Officer,  who  received  options  to  purchase an aggregate of 35,077
shares  of common stock at exercise prices ranging from $1.50 per share to $5.81
per  share.  All  of  these  options vested immediately upon grant.  During this
same  year,  we  granted  other  officers,  employees and consultants options to
purchase  an  aggregate  of  1,673,011  shares  of  our  common  stock.

FISCAL  YEAR  OPTION  EXERCISES  AND  FISCAL  YEAR-END  OPTION  VALUES

     Shown  below  is  information  regarding  options  exercised  by  the Named
Executive  Officers  during  the  year  ended December 31, 2000, and unexercised
stock  options  held  by  the  Named  Executive  Officers  at December 31, 2000.


<TABLE>
<CAPTION>
            AGGREGATE OPTION EXERCISES IN 2000 AND YEAR END OPTION VALUES
            -------------------------------------------------------------

NAME        Shares       Value        Number of Unexercised       Value of Unexercised In-the-
            Acquired On  Realized($)  Options at Year End(#)      Money Options at Year
            Exercise (#)                                          End($)(1)
                                      --------------------------  --------------------------
                                      Exercisable  Unexercisable  Exercisable  Unexercisable
----------  -----------  -----------  -----------  -------------  -----------  -------------
<S>         <C>          <C>          <C>          <C>            <C>          <C>
David A.     152,013     170,160       1,197,987              -    1,497,484              -
Walker
----------  -----------  -----------  -----------  -------------  -----------  -------------
David        100,000     266,250       1,205,000              -    1,506,250              -
Haberman
----------  -----------  -----------  -----------  -------------  -----------  -------------
Dr. Johan         -        -              35,077              -            -              -
(Hans)
Friedericy

<FN>
(1)     Based  on a per share fair market value of our common stock equal to $1.50 at
December 31, 2000, the closing price for our common stock on that date as reported by
various  market  makers  for  our  common  stock  on  the  American  Stock  Exchange.
</TABLE>


                                       36
<PAGE>
DIRECTOR  COMPENSATION

     Compensation  for  members of the Board of Directors (regardless of whether
such  members  are  employees  of  DCH)  is  as  follows:

For serving on the Board of Directors, $10,000 per year;
For each  Board meeting, $2,000;
For chairing  a committee, $2,000;
For serving on  a committee, $2,000; and
For each  working committee meeting, $2,000

     At  our option, the above compensation, payable at the end of the year, may
be  paid  in  cash  or  in  options  to  purchase  shares  of  our common stock.

     In  addition,  each  non-employee  director  receives reimbursement for the
expenses  that  he  incurs in traveling to meetings of the Board of Directors or
any  of  its  committees.

                                    ITEM 11.

                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial
ownership  of our common stock as of February 28, 2001,  (i) by each director of
DCH; (ii) by each person known by DCH to own beneficially more than five percent
of  our  common  stock;  (iii)  by  the  executive officers named in the Summary
Compensation  Table  set  forth  in  "Executive  Compensation"  and  (iv) by all
directors  and  executive  officers  of  DCH  as  a  group.

     Unless  otherwise  indicated  in  the footnotes to the table, the following
individuals  have  sole  vesting and sole investment control with respect to the
shares  they  beneficially  own.  The address of all persons listed below is c/o
DCH  Technology,  Inc.  27811  Avenue  Hopkins,  #6, Valencia, California 91355.

     The  number  of shares beneficially owned by each stockholder is determined
under  rules  promulgated  by  the  Securities  and Exchange Commission, and the
information  is not necessarily indicative of beneficial ownership for any other
purpose.  Under such rules, beneficial ownership includes any shares as to which
the individual has sole or shared voting or investment power and also any shares
which  the individual has the right to acquire within 60 days after February 28,
2001.  The  inclusion  herein  of  such  shares, however, does not constitute an
admission that the named stockholder is a direct or indirect beneficial owner of
such shares. Unless otherwise indicated, each person named in the table has sole
voting  and  investment power (or shares such power with his or her spouse) with
respect  to all shares of common stock listed as owned by such person. The total
number of outstanding shares of common stock at February 28, 2001 is 27,864,596.


                                       37
<PAGE>
NAME AND ADDRESS OF BENEFICIAL     AMOUNT AND NATURE   PERCENT OF
OWNER                                OF BENEFICIAL       CLASS
                                      OWNERSHIP (1)
EXECUTIVE OFFICERS AND
DIRECTORS:
---------------------------------  ------------------  -----------
David A. Walker                             1,083,738        3.89%
David P. Haberman                           2,116,331        7.28%
Dr. Johan (Hans) Friedericy                    35,077           *
Mark Lezell                                         -           *
Daniel Teran                                  169,422           *
Robert S. Walker                              142,928           *
Raymond Winkel                                248,540           *
All executive officers and                  4,169,349        13.6%
Directors as a group (10 persons)

*    Less  than  one  percent.

     The  shares  listed  as  owned by David A. Walker include 735,987 shares of
common stock issuable to him pursuant to option exercisable on or within 60 days
of  February  28,  2001.

     The shares listed as owned by David P. Haberman include 1,205,000 shares of
common  stock  issuable  to  him pursuant to options exercisable on or within 60
days  of  February  28,  2001.

     The  shares  listed  as owned by Dr. Johan (Hans) Friedericy include 35.077
shares  of  common  stock  issuable to him pursuant to options exercisable on or
within  60  days  of  February  28,  2001.

     The shares listed as owned by Daniel Teran include 149,422 shares of common
stock  issuable  to  him pursuant to options exercisable on or within 60 days of
February  28,  2001.

     The  shares  listed  as owned by Robert S. Walker include 142,928 shares of
common  stock  issuable  to  him pursuant to options exercisable on or within 60
days  of  February  28,  2001.

     The  shares  listed  as  owned  by  Raymond Winkel include 66,715 shares of
common  stock  issuable  to  him pursuant to options exercisable on or within 60
days  of  February  28,  2001.

     The  shares listed as owned by all executive officers and directors include
an  aggregate  of  2,694,942 shares of common stock issuable to them pursuant to
options  exercisable  on  or  within  60  days  of  February  28,  2001.


                                       38
<PAGE>
                                    ITEM 12.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In  the  year  ended  December  31,  2000,  we  granted  Dr.  Johan  (Hans)
Friedericy,  our  Chief  Executive  Officer, options to purchase an aggregate of
35,077 shares of common stock at exercise prices ranging from $1.50 per share to
$5.81  per  share.  All  of  these  options  vested  immediately  upon  grant.

     In  the  year  ended December 31, 2001, we also granted options to purchase
shares  of  our  common  stock  to  certain  of  our  officers  and directors as
consideration  for services performed during 2000 and 1999. All of these options
were  fully  vested  on  the  date  of  grant,  and  are  set  forth  below:

Name                         Options Granted          Excise Price(s)
-------                      for Services in          ---------------
                               Fiscal Year
                             ---------------
                             2000       1999
                             ----       ----

Ronald Ilsley                16,815        -           $3.04 - $4.51
Stephanie Hoffman            38,005        -           $3.04 - $6.10
Steven Huenemeier            39,318        -           $3.04 - $8.82
Daniel Teran                 76,204   93,218           $0.72 - $5.67
William Firestone (1)             -   73,000           $0.75 - $0.92
Randall Firestone (1)        73,000        -           $0.75 - $0.92
Raymond Winkel                    -   66,750           $0.75 - $0.92
Robert Walker                     -  142,928           $0.75 - $5.67

_______________________
(1)  William and Randall Firestone resigned as Board members in November 2000.

     We  believe that all of the transactions set forth above were made on terms
no  less  favorable  to us than could have been obtained from unaffiliated third
parties. We intend that all future transactions, including loans, between us and
our  officers,  directors,  principal  stockholders and their affiliates will be
approved  by  a  majority of the board of directors, including a majority of the
independent  and disinterested directors, and will be on terms no less favorable
to  us  than  could  be  obtained  from  unaffiliated  third  parties.


                                    ITEM 13.

                    EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
                             AND REPORTS ON FORM 8-K

     Documents  filed  as  part  of  this  Report:

     1.     Financial  Statements.   The  following  financial statements of DCH
are  included  in  a  separate  section  of  this  Annual  Report on Form 10-KSB
commencing  on  the  pages  referenced  below.

     2.     Financial  Statement Schedules. The financial statement schedules of
DCH  have  been  omitted  because  they are not applicable, not required, or the
information  is  included  in  the  consolidated  financial  statements or notes
thereto.

     3.     Exhibits.  Except as indicated below, the  following  exhibits  were
filed with our Form 10-SB as amended  on  October 7, 1999, and are incorporated
herein  by  reference:

Form 10-SB Exhibit No.     Description
----------------------     -----------

2.1                      Articles  of  Incorporation  of  Connection  Sports
                         International,  Inc.,  as  amended.  (1)

2.2                      Bylaws  of  DCH  Technology,  Inc.  (1)

3.1                      Agreement  and  Plan  of  Reorganization, dated May 28,
                         1997,  by  and  among  Connection Sports International,
                         Inc.,  DCH  Technology, Inc., a California corporation,
                         and  its  shareholders.  (1)


                                       39
<PAGE>
3.2                      Specimen certificate for the Registrant's common stock.
                         (1)

6.1                      License Agreement, dated April 24, 1996, by and between
                         Registrant  and  Sandia  Corporation.  (1)(2)

6.2                      Limited  Exclusive  Field  of  Use  Patent  License
                         Agreement,  dated  March  15,  1999,  by  and  between
                         Registrant  and  The  Regents  of  the  University  of
                         California.  (1)(2)

6.3                      Nonexclusive  Field  of  Use  Patent License Agreement,
                         dated March 15, 1999, by and between Registrant and The
                         Regents  of  the  University  of  California.  (1)(2)

6.4                      LANL  Modular  CRADA  Stevenson-Wydler  Cooperative
                         Research  and  Development  Agreement  No.  LA98C10384,
                         dated  October  30, 1998, by and between Registrant and
                         The  Regents  of  the University of California. (1) (2)

6.5                      Stevenson-Wydler  Cooperative  Research and Development
                         Agreement  No.  ORNL 96-0454, dated September 26, 1996,
                         as  amended,  by  and  between  Registrant and Lockheed
                         Martin  Energy  Research  Corporation.  (1)(2)

6.5(a)                   Amendment  B to Cooperative Research and Development
                         Agreement  No.  ORNL  96-0454.  (1)  (2)

6.6                      Sole  Commercial  Patent  License  Agreement,  dated
                         September  26,  1996,  by  and  between  Registrant and
                         Lockheed  Martin  Energy  Research Corporation. (1) (2)

6.7                      Exclusive  License  Agreement,  effective as of May 15,
                         1998,  by  and  between  Registrant  and  Simon  Fraser
                         University.  (1)  (2)

6.8                      Stevenson-Wydler  Cooperative  Research and Development
                         Agreement,  dated  May  6,  1996,  as  amended,  by and
                         between  Amerisen  and  Midwest Research Institute. (1)
                         (2)

6.8(a)                    Modification  Number  3  to Cooperative Research and
                         Development  Agreement  No.  CRD-96-046.  (1)  (2)

6.9                      Agency  Agreement,  dated  January  18,  1999,  by  and
                         between  Registrant  and  Horiba,  Ltd.  (1)


                                       40
<PAGE>
6.10                     Employment  Agreement,  dated December 31, 1994, by and
                         between  Registrant  and  David  A.  Walker.  (1)

6.11                     Employment  Agreement,  dated December 31, 1994, by and
                         between  Registrant  and  David  P.  Haberman.  (1)

6.12                     Limited  Liability  Company  Operating Agreement, dated
                         July  31,  1998,  of  Renewable Energies Group LLC. (1)

6.13                     Operating  Agreement  of  Infrasol  LLC, dated July 31,
                         1998.  (1)

6.14                     Standard  Industrial/Commercial  Multi-Tenant
                         Lease-Gross,  dated  April  28,  1998,  by  and between
                         Registrant and Bradmore Realty Investment Company, Ltd.
                         (1)

6.15                     Standard  Industrial/Commercial  Multi  Tenant  Lease-
                         Gross,  dated  April 2, 1999, by and between Registrant
                         and  Valencia  Gardens.  (1)

6.16                     Lease  Agreement,  dated  as  of April 22, 1999, by and
                         between  Registrant  and  Welton  Family  Limited
                         Partnership.  (1)

6.17                     Purchase and Sale Agreement and Joint Escrow
                         Instructions (3)

23.1                     Consent  of  Lucas,  Horsfall,  Murphy  &  Pindroh, LLP

23.2                     Consent  of  Moss  Adams, LLP


(1)  Incorporated  by reference from Registrant's Registration Statement on Form
     10-SB  (File  No.  000-26957)

(2)  Portions  omitted  pursuant to a request for confidentiality filed with the
     Commission.

(3)  Incorporated  by  reference  from  Registrant's Current Report on Form 8-K,
     filed  with  the  Commision  on  June  9,  2000.

     4.  Reports  on  Form  8-K:  No  reports  on Form 8-K were filed during the
quarter  ended  December  31,  2000.


                                       41
<PAGE>
                                   SIGNATURES

              Pursuant  to  the  requirements  of  Section  13  or  15(d) 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, in the
City  of  Valencia,  State  of  California,  on  April 2, 2001.

DCH  TECHNOLOGY,  INC.


 /s/ John T. Donohue
-------------------------------------
John T. Donohue
President and Chief Executive Officer


     In  accordance with the Exchange Act, this Annual Report on Form 10-KSB has
been  signed  by  the  following  persons  on  behalf  of  the Registrant in the
capacities  and  on  the  dates  indicated.

SIGNATURE                            TITLE                        DATE
---------                            -----                        ----

/s/ John T. Donohue
------------------------------  President and Chief               April 2, 2001
John  T.  Donohue               Executive  Officer



/s/ Ronald L.  Ilsley
------------------------------  Vice President, Finance and       April 2, 2001
Ronald L. Ilsley                Chief  Financial  Officer
                                (principal accounting officer)


/s/ David  P.  Haberman
------------------------------  Chairman,  Executive  Vice        April 2, 2001
David  P.  Haberman             President  and  Director


/s/ David A. Walker
-------------------------------  Executive  Vice  President        April 2, 2001
David  A.  Walker                and  Director


/s/ Dr. Johan (Hans) Friedericy
-------------------------------  Chief Operating Officer           April 2, 2001
Dr. Johan (Hans) Friedericy      and  Director



-------------------------------  Director                          April 2, 2001
Mark  Lezell


/s/ Daniel  Teran
-------------------------------  Director                          April 2, 2001
Daniel  Teran


                                       42
<PAGE>
/s/ Robert S. Walker
-------------------------------  Director                          April 2, 2001
Robert  S.  Walker


/s/ Raymond N. Winkel
-------------------------------  Director                          April 2, 2001
Raymond  N.  Winkel


<PAGE>