<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  ============
                                    FORM 10-Q
                                  ============

       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2000

                                  ============

                        Commission file number 000-31083

                              MILLENNIUM CELL INC.
             (Exact Name of Registrant as Specified in its Charter)


                 Delaware                                       22-3726792
                 --------                                       ----------
      (State or Other Jurisdiction of                        (I.R.S. Employer
      Incorporation or Organization)                       Identification No.)

1 Industrial Way West, Eatontown, New Jersey                       07724
    -----------------------------------                         ----------
 (Address of Principal Executive Offices)                       (Zip Code)

                                 (732) 542-4000
                                 ---------------
              (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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 [ ] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 26,815,681 shares of the
registrant's common stock, par value $.001, were outstanding on August 14, 2000.

================================================================================


<PAGE>   2


                                      INDEX

                              MILLENNIUM CELL INC.

<TABLE>
<CAPTION>
                                                                                                   PAGE
                                                                                                   ----
<S>                                                                                                <C>
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

                  Condensed Balance Sheets - June 30, 2000 and December 31, 1999                     2

                  Condensed Statements of Operations - Three and six months ended                    3
                  June 30, 2000 and 1999

                  Condensed Statements of Cash Flows - Three and six months ended                    4
                  June 30, 2000 and 1999

                  Notes to Condensed Financial Statements - June 30, 2000                            5


Item 2.  Management's Discussion and Analysis of Financial Condition                                 7
and Results of Operations


Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                 10


PART II - OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds                                                   11

Signatures                                                                                          12
</TABLE>


                                       1
<PAGE>   3


                         PART I - FINANCIAL INFORMATION

                          ITEM 1: FINANCIAL STATEMENTS

                              MILLENNIUM CELL INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                            CONDENSED BALANCE SHEETS
                   ==========================================

<TABLE>
<CAPTION>
ASSETS
------
                                                                        June 30,         December 31,
                                                                         2000               1999
                                                                      -----------        -----------
                                                                      (Unaudited)
<S>                                                                   <C>                <C>
CURRENT ASSETS:
        Cash and cash equivalents                                     $ 1,464,404        $    42,165
        Prepaid expenses and other assets                                  66,815                  -
                                                                      -----------        -----------
               Total current assets                                     1,531,219             42,165

Property and equipment, net                                               583,438            386,587
Intangible assets, net                                                    271,959            254,500
Other assets                                                              142,466             63,225
                                                                      -----------        -----------
                                                                      $ 2,529,082        $   746,477
                                                                      ===========        ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES:
        Accounts payable                                              $   176,325        $    41,700
        Accrued expenses                                                   32,828             12,432
        Due to affiliate                                                  131,115             30,000
        Note payable to affiliate                                         250,000            250,000
                                                                      -----------        -----------
            Total current liabilities                                     590,268            334,132

Refundable grant obligation                                               227,522            193,622

Commitments and contingencies

Stockholders' equity:
        Common stock, $.001 par value; authorized 40,000,000
             shares and 22,849,416 and 23,679,714 shares issued
             and outstanding as of June 30, 2000 and
             December 31, 1999, respectively                               22,849             23,680
        Series A convertible preferred stock, $.001 par value;
             authorized 5,000,000 shares, 759,368 issued and
             outstanding at June 30, 2000                                     759                  -
        Additional paid-in capital                                      5,350,200          1,226,320
        Deficit accumulated during development stage                   (3,662,516)        (1,031,277)
                                                                      -----------        -----------
Total stockholders' equity                                              1,711,292            218,723
                                                                      -----------        -----------
                                                                      $ 2,529,082        $   746,477
                                                                      ===========        ===========
</TABLE>


                       See notes to financial statements.


                                       2
<PAGE>   4


                              MILLENNIUM CELL INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
               ===================================================

<TABLE>
<CAPTION>
                                                        Quarter Ended                       Six Months Ended
                                               -------------------------------       -------------------------------
                                                 June 30,           June 30,           June 30,           June 30,
                                                   2000               1999               2000               1999
                                               ------------       ------------       ------------       ------------
<S>                                            <C>                <C>                <C>                <C>
Revenue                                        $          -       $          -       $          -       $          -
Cost of revenue                                           -                  -                  -                  -
Product development and engineering                 376,560            196,949            660,979            348,538
General and administrative                          351,601             16,855            465,129             23,794
Depreciation and amortization                        36,038             12,434             61,076             15,684
                                               ------------       ------------       ------------       ------------
Total operating expenses                           (764,199)          (226,238)        (1,187,184)          (388,016)
                                               ------------       ------------       ------------       ------------
Loss from operations                               (764,199)          (226,238)        (1,187,184)          (388,016)
Interest income/(expense), net                      (20,542)             1,597            (19,298)             1,597
                                               ------------       ------------       ------------       ------------
Net loss                                           (784,741)          (224,641)        (1,206,482)          (386,419)
Preferred stock amortization                     (1,424,757)                 -         (1,424,757)                 -
                                               ------------       ------------       ------------       ------------
Net loss applicable to common shareholders     $ (2,209,498)      $   (224,641)      $ (2,631,239)      $   (386,419)
                                               ============       ============       ============       ============
Loss per common share                          $       (.09)      $       (.01)      $       (.11)      $       (.02)
                                               ============       ============       ============       ============
Weighted-average number of shares                23,402,948         23,679,714         23,541,331         23,679,714
                                               ============       ============       ============       ============
</TABLE>





                       See notes to financial statements.


                                       3
<PAGE>   5


                              MILLENNIUM CELL INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
              ====================================================

<TABLE>
<CAPTION>
                                                                           Six Months Ended
                                                                     -----------------------------
                                                                       June 30,          June 30,
                                                                         2000              1999
                                                                     -----------       -----------
<S>                                                                  <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                             $(1,206,482)      $  (386,419)
Adjustments to reconcile net loss to net cash used in operating
   activities:
      Depreciation and amortization                                       61,076            15,684
      Changes in operating assets and liabilities:
          Prepaid expenses and other assets                              (96,056)          (31,454)
          Accounts payable and accrued expenses                          155,021            26,484
          Due to affiliate                                               101,115            10,890
                                                                     -----------       -----------
      Net cash used in operating activities                             (985,326)         (364,815)
                                                                     -----------       -----------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchase of property and equipment                                      (248,937)          (78,636)
Patent registration costs                                                (26,521)          (60,299)
                                                                     -----------       -----------
      Net cash used in investing activities                             (275,458)         (138,935)
                                                                     -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock                                                    -           925,000
Proceeds from grant                                                       33,900           193,622
Proceeds from capital contribution                                       500,000                 -
Proceeds from sale of preferred stock                                  2,149,123                 -
                                                                     -----------       -----------
      Net cash provided by financing activities                        2,683,023         1,118,622
                                                                     -----------       -----------
Net increase in cash and cash equivalents                              1,422,239           614,872
Cash and cash equivalents at beginning of period                          42,165
                                                                     -----------------------------
Cash and cash equivalents at end of period                           $ 1,464,404       $   614,872
                                                                     =============================
</TABLE>

NON-CASH TRANSACTIONS
       In January 1999, the Company received a license and equipment from GP
Strategies ("GPS") in exchange for a note payable to GPS for $250,000.


                       See notes to financial statements.


                                       4
<PAGE>   6


                              MILLENNIUM CELL INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                  JUNE 30, 2000
           ==========================================================


1.      BASIS OF PRESENTATION

        The accompanying unaudited condensed financial statements have been
        prepared in accordance with generally accepted accounting principles for
        interim financial information and with the instructions to Form 10-Q and
        Article 10 of Regulation S-X. Accordingly, they do not include all of
        the information and footnotes required by generally accepted accounting
        principles for complete financial statements. In the opinion of
        management, all known adjustments (which consist primarily of normal
        recurring adjustments) considered necessary for a fair presentation have
        been included.

        The interim statements should be read in conjunction with the Company's
        audited financial statements for the fiscal year ended December 31, 1999
        included in the Company's Registration Statement on Form S-1.

        On April 25, 2000, the Company converted from a limited liability
        company to a C corporation with one class of common stock and one class
        of preferred stock. All of the outstanding equity interests of the
        limited liability company were converted on a one for one basis into
        shares of common stock of the new corporation.

2.      PRIVATE PLACEMENT

        In May 2000, in exchange for approximately $2.2 million, the Company
        sold 759,368 shares of Series A preferred stock, which converted into
        759,368 shares of common stock upon completion of the Company's initial
        public equity offering which closed on August 14, 2000. As the issuance
        price is substantially less than the initial public offering price, the
        Company will incur additional preferred dividends of approximately $2.2
        million from the date of issuance to the initial public offering.

3.      INCOME TAXES

        On April 25, 2000, the Company converted from a limited liability
        company to a C corporation. In connection with the conversion the
        Company recognized certain deferred tax assets which totaled
        approximately $42,400 and were offset by a valuation allowance of
        $42,400 due to the uncertainty of future realization of such assets.


                                       5
<PAGE>   7


4.      EARNINGS PER SHARE

        Basic earnings per share ("EPS") is computed by dividing income
        available to common stockholders by the weighted average number of
        common shares actually outstanding for the period. Diluted EPS reflects
        the potential dilution that could occur if securities or other contracts
        to issue common stock were exercised or converted into common stock or
        resulted in the issuance of common stock that then shared in the
        earnings of the Company. All such securities were anti-dilutive for all
        periods presented.

5.      SUBSEQUENT EVENTS

        Effective July 2000, the Company terminated the royalty agreements with
        GPS and Mr. Amendola which related to sales of developed technology
        covered by the License acquired in December 1998. In connection with
        this agreement and another royalty agreement in which Mr. Amendola was
        involved with three other individuals, the Company adjusted the GPS
        ownership by redeeming 830,298 shares of GPS's common stock in May 2000
        and GPS was granted immediately exercisable options to purchase 250,000
        shares of common stock at the initial public offering price in July
        2000. This adjustment in ownership reflects in part information
        discovered about the license subsequent to the original investment
        regarding three individuals with whom Mr. Amendola had entered into a
        sharing of royalty agreement. Additionally, several of the other
        existing investors were also diluted as a result of certain employees
        and key management receiving equity. Furthermore, the Company and Mr.
        Amendola terminated the license agreement, at which time the Company
        acquired ownership of the patent rights relating to the proprietary
        technology. In addition, in a separate assignment executed concurrently
        with the omnibus agreement, Mr. Amendola assigned the ownership of any
        future inventions as well as pending patent applications and future
        patents to the Company.

        In consideration of the foregoing transactions, on May 24, 2000, the
        Company agreed to issue options to purchase 206,897 shares of common
        stock to Mr. Amendola with an exercise price of $2.90 per share. Mr.
        Amendola intended to transfer a portion of these options to three
        individuals with whom he had agreed to share royalty payments. Effective
        August 1, 2000, the Company issued 206,897 shares of common stock to Mr.
        Amendola in place of the aforementioned options, of which 152,207 were
        subsequently transferred by him to the three individuals with whom he
        had agreed to share royalty payments. The 206,897 shares issued to Mr.
        Amendola and the 250,000 options issued to GPS will result in non-cash
        charges of approximately $2.1 million and $.7 million, respectively, in
        the third quarter of 2000.

        The Company issued 3,223,071 of options for shares of common stock to
        employees and directors subsequent to June 30, 2000 with exercise prices
        ranging from $2.90 per share to the initial public offering price. These
        issuances will result in non-cash charges of approximately $22.4 million
        over the three-year vesting period of the options for the difference
        between the exercise prices and the initial public offering.

        In August 2000, the Company completed an initial public offering for the
        sale of 3 million shares of common stock at $10 per share. The net
        proceeds to the Company totaled approximately $26.9 million.


                                       6
<PAGE>   8


       ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
    =========================================================================

The following discussion should be read in conjunction with the accompanying
Condensed Financial Statements and Notes thereto included within this report. In
addition to historical information, this Form 10-Q and the following discussion
contain forward-looking statements that reflect our plans, estimates,
intentions, expectations and beliefs. Our actual results could differ materially
from those discussed in the forward-looking statements. Factors that could cause
or contribute to such differences include, but are not limited to, those set
forth under the caption "Risk Factors" in our registration statement on Form S-1
filed with the Securities and Exchange Commission on August 9, 2000.

GENERAL

        We were formed as a Delaware limited liability company on December 17,
1998, organized and began operations on January 1, 1999 (inception date) and
were converted into a Delaware corporation on April 25, 2000. All of the
outstanding equity interests of the limited liability company were converted
into shares of common stock of the corporation. Unless otherwise indicated, all
information that we present in this quarterly filing for any date or period
gives effect to the conversion as if it had occurred on that date or as of the
beginning of that period and all references to common stock for periods before
the conversion mean our issued and outstanding membership interests.

OVERVIEW

        In December 1998, we acquired rights to exploit the sodium borohydride
technology patented by Steven Amendola, our Chief Technical Officer. Our initial
business plan was to conduct research and development on sodium borohydride with
the purpose of developing an alternative energy system to gasoline for use in
automobile engines. In the course of investigating the use of our energy system,
we focused initially on the development of a sodium borohydride fuel cell for
potential commercial application. As our research progressed, we realized that
sodium borohydride not only had the potential to produce a better fuel cell than
currently exists, but that sodium borohydride can also be used to generate
hydrogen. Further research indicated that our proprietary system could also be
used to make longer lasting disposable batteries. In May 2000, Mr. Amendola and
we terminated our licensing agreement and we acquired ownership of the existing
and future patent rights relating to the sodium borohydride technology.

        Our goal is to convert our technology from the research and development
stage to commercialization. Such potential revenue for the next several years is
likely to include upfront license fees, research contracts with various federal,
state and local agencies or through collaborations with other companies, and
royalty payments or joint venture revenue from licensees or strategic
partnerships. We have not generated any commercial revenue to date.

        We incurred operating losses in 1999 and the six months ended June 30,
2000 of $1,042,088 and $1,187,184, and we had a net loss applicable to common
shareholders of $1,031,277 in 1999 and $2,631,239 in the six months ended June
30, 2000. As of June 30, 2000, we had an accumulated deficit of $3,662,516. Our
losses have resulted primarily from costs associated with research and
development activities as well as non-cash amortization related to preferred
stock. As a result of planned expenditures in the area of research and
development, we expect to incur additional operating losses for the foreseeable
future.

        Our limited operating history makes the prediction of future operating
results difficult. We believe that period-to-period comparisons of our operating
results should not be relied upon as predictive of future performance. Our
prospects must be considered in light of the risks, expenses and difficulties
encountered by


                                       7
<PAGE>   9


companies at an early stage of development, particularly companies in new and
rapidly evolving markets. We may not be successful in addressing these risks and
difficulties.

RESULTS OF OPERATIONS

Three months ended June 30, 2000 compared to the three months ended June 30,
1999.

Total Revenues. To date, we have not recognized any revenues related to the sale
or license of our technology.

Product Development and Engineering Expenses. Product development and
engineering expenses were $376,560 for the three months ended June 30, 2000
compared to $196,949 for the three months ended June 30, 1999, an increase of
$179,611. The increase in product development and engineering expenses is
primarily attributable to increased staffing required to further the development
of our technology.

General and Administrative Expenses. General and administrative expenses were
$351,601 for the three months ended June 30, 2000 compared to $16,855 for the
three months ended June 30, 1999, an increase of $334,746. The increase in
general and administrative expenses includes the move from a shared rental
building to our current office location, which represents $35,000 of the
increase. In addition, there were increases in staffing and support necessary to
manage and facilitate our growth, which represent $299,746 of the increase.

Depreciation and Amortization. Depreciation and amortization was $36,038 for the
three months ended June 30, 2000 compared to $12,434 for the three months ended
June 30, 1999, an increase of $23,604. This increase in depreciation and
amortization is related to the addition of certain laboratory equipment.

Interest Income/(Expense), Net. Net interest expense was $20,542 for the three
months ended June 30, 2000 compared to a net interest income amount of $1,597
for the three months ended June 30, 1999, an increase of $22,139. The change in
net interest expense is the result of interest expense associated with the GPS
note and lower interest income related to a smaller average cash balance for the
three month period ended June 30, 2000 versus the comparable period ended June
30, 1999.

Preferred Stock Amortization. Preferred stock amortization of $1,424,757 for the
three months ended June 30, 2000, represents a non-cash charge to the common
shareholders in connection with the May 2000 issuance of the preferred shares at
less than the initial public offering price.

Six months ended June 30, 2000 compared to the period from January 1, 1999
(inception) to June 30, 1999.

Total Revenues. To date, we have not recognized any revenues related to the sale
or license of our technology.

Product Development and Engineering Expenses. Product development and
engineering expenses were $660,979 for the six months ended June 30, 2000
compared to $348,538 for the period from January 1, 1999 (inception) to June 30,
1999, an increase of $312,441. The increase in product development and
engineering expenses is primarily attributable to increased staffing required to
further the development of our technology.

General and Administrative Expenses. General and administrative expenses were
$465,129 for the six months ended June 30, 2000 compared to $23,794 for the
period from January 1, 1999 (inception) to June 30, 1999, an increase of
$441,335. The increase in general and administrative expenses includes the move
from a shared rental building to our current office location, which represents
$70,000 of the increase. In addition, there were increases in staffing and
support necessary to manage and facilitate our growth, which represent $371,335
of the increase.

Depreciation and Amortization. Depreciation and amortization was $61,076 for the
six months ended June 30, 2000 compared to $15,684 for the period from January
1, 1999 (inception) to June 30, 1999, an increase of


                                       8
<PAGE>   10


$45,392. This increase in depreciation and amortization is related to the
addition of certain laboratory equipment.

Interest Income/(Expense), Net. Net interest expense was $19,298 for the six
months ended June 30, 2000 compared to a net interest income amount of $1,597
for the six months ended June 30, 1999, an increase of $20,895. The change in
net interest expense is the result of interest expense associated with the GPS
note and lower interest income related to a smaller average cash balance for the
six month period ended June 30, 2000 versus the period from January 1, 1999
(inception) to June 30, 1999.

Preferred Stock Amortization. Preferred stock amortization of $1,424,757 for the
six months ended June 30, 2000, represents a non-cash charge to the common
shareholders in connection with the May 2000 issuance of the preferred shares at
less than the initial public offering price.

LIQUIDITY AND CAPITAL RESOURCES

        Since our organization effective January 1, 1999, we have primarily
financed our operations through private placements of equity securities. In
1999, we issued $1,250,000 of membership interests in Millennium Cell, LLC for
cash, which subsequently were converted into our common stock as of April 25,
2000. We also received a capital contribution of $500,000 in the first quarter
of 2000, and in May 2000, we sold 759,368 shares of Series A preferred stock,
which automatically converted into 759,368 shares of common stock upon the
completion of our initial public offering. As of June 30, 2000, we had $1.5
million in cash and cash equivalents, which does not include the $26.9 million
we received from our initial public offering in August 2000.

        Cash used in operations totaled $953,000 and $985,000 for the period
from January 1, 1999 (inception) to December 31, 1999 and the six-month period
ended June 30, 2000, respectively, and related to funding our net operating
losses.

        Investing activities used cash of $448,000 for the period from January
1, 1999 (inception) to December 31, 1999 and $275,000 for the six-month period
ended June 30, 2000. Investing activities consisted primarily of purchases of
laboratory equipment and accessories necessary for the continuation of our
research and development activities and additional patent registration costs. We
expect to continue to make significant investments in research and development
equipment and our administrative infrastructure, including the purchase of
property, plant and equipment to support our expansion plans. We intend to use
$5.0 million of the net proceeds from the initial public offering to build a
pilot plant for the manufacturing of sodium borohydride and $500,000 to build a
prototype battery manufacturing line, both of which we expect to complete in
2001.

        Between January 1999 and April 2000, we received an aggregate of
$226,000 from a recoverable grant award from the State of New Jersey Commission
on Science and Technology. The funds were used to partially fund costs directly
related to development of our fuel cell technology. The recoverable grant is
required to be repaid when we generate net income in a fiscal year. The
repayment obligation, which begins in June 2001, ranges from 1% to 5% of net
income over a ten-year period and shall not exceed 200% of the original grant.
We are obligated to repay the unpaid amount of the original grant at the end of
the ten-year period.

        We believe that the net proceeds from our initial public offering in
August 2000 of $26.9 million, together with our current cash and cash
equivalents, will be sufficient to satisfy our anticipated cash needs for at
least the next three years. It is possible, however, that we may seek additional
financing within this timeframe. We may raise additional funds through public or
private financings, collaborative relationships or other arrangements. We cannot
assure you that additional funding, if sought, will be available or, even if
available, will be on terms favorable to us. Further, any additional equity
financing may be dilutive to stockholders, and debt financing, if available, may
involve restrictive covenants. Our failure to raise capital when needed may harm
our business and operating results.


                                       9
<PAGE>   11


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Market risk represents the risk of loss that may impact our financial
position, operating results or cash flows due to changes in U.S. interest rates.
This exposure is directly related to our normal operating activities. Our cash
and cash equivalents are invested with high quality issuers and are generally of
a short-term nature. As a result, we do not believe that near-term changes in
interest rates will have a material effect on our future results of operations.

        Our systems' ability to produce energy depends on the availability of
sodium borohydride, which has a limited commercial use and is not manufactured
in vast quantities. There are currently only two major manufacturers of sodium
borohydride and there can be no assurance that the high cost of this specialty
chemical will be reduced. Once we commence full operations in the future, we may
need to enter into long-term supply contracts to protect against price increases
of sodium borohydride. We cannot assure you that we will be able to enter into
these agreements to protect against price increases.








                                       10
<PAGE>   12


                           PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

                The company's registration statement on Form S-1 (File No.
333-37896) was declared effective by the Securities and Exchange Commission on
August 9, 2000. The initial public offering date was August 9, 2000, and the
closing date was August 14, 2000. The names of the managing underwriters of the
initial public offering are Morgan Keegan & Company, Inc. and The
Robinson-Humphrey Company, LLC. The title of the class of securities registered
is common stock, par value $.001 per share. The company registered 4,255,000
shares of common stock and the aggregate price of the offering amount registered
was $51,060,000. To date, the company has sold 3,000,000 shares of common stock
for an aggregate offering price of $30,000,000. The company paid $2,100,000 for
underwriting discounts and commissions and other estimated expenses of
$1,000,000 to persons other than directors, officers or their associates, and
other than to persons owning 10 percent or more of the common stock or to
affiliates of the company. No direct or indirect payments were made to the
persons listed in the preceding sentence. The estimated net proceeds to the
company from the offering are $26,900,000. Other than for payment of expenses as
previously described, the company has not used any net proceeds from the
offering.










                                       11
<PAGE>   13


                                   SIGNATURES

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









Date: August 14, 2000                    MILLENNIUM CELL INC.
                                         (Registrant)







                                         by: /s/ STEPHEN S. TANG
                                             -----------------------------------
                                             Stephen S. Tang
                                             President and
                                             Chief Executive Officer
                                             (principal financial officer)



                                       12