<PAGE>   1
===============================================================================


                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                               ----------------

                                  FORM 10-Q


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

                 For the quarterly period ended June 30, 2001

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

                                  000-31083
                           (Commission File Number)

                             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 Number)


                            1 INDUSTRIAL WAY WEST,
                         EATONTOWN, NEW JERSEY 07724
             (Address of Principal Executive Offices) (Zip Code)

     (Registrant's telephone number, including area code) (732) 542-4000

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 [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 27,270,151 shares of Common
Stock, par value $.001, were outstanding on August 1, 2001.


<PAGE>   2



                             MILLENNIUM CELL INC.
                       (a development stage enterprise)
                                    Index



<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
                                                                       PAGE
--------------------------------------------------------------         ----
<S>                                                                   <C>
Item 1.  Financial Statements (Unaudited)
 Condensed Balance Sheet - June 30, 2001 and December 31, 2000           1

Condensed Statements of Operations - Three months and six
 months ended June 30, 2001 and 2000                                     2

Condensed Statements of Cash Flows - Three months and six
 months ended June 30, 2001 and 2000                                     3

Notes to Condensed Financial Statements - June 30, 2001                  4

Item 2.   Management's Discussion and Analysis of Financial
 Condition and Results of Operations                                     4

Item 3.   Quantitative and Qualitative Disclosures About Market Risk     8

Item 4.   Submission of Matters to a Vote of Security Holders            8


PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                               9

</TABLE>



<PAGE>   3



                        PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED).

                             MILLENNIUM CELL INC.
                       (A DEVELOPMENT STAGE ENTERPRISE)
                           CONDENSED BALANCE SHEET
                                   (unaudited)

<TABLE>
<CAPTION>
                                                           JUNE 30,     DECEMBER 31,
                                                             2001           2000
                                                         -----------   -------------
<S>                                                  <C>              <C>
ASSETS
Current assets:
   Cash and cash equivalents..................          $ 8,089,627     $30,098,701
   Prepaid expenses...........................               30,859         188,874
   Held-to-maturity investments...............           17,015,864              --
                                                        -----------     -----------
Total current assets..........................           25,136,350      30,287,575
Property and equipment, net...................              648,592         645,852
Patents and licenses, net.....................              494,923         440,074
Other assets..................................               45,676          22,744
                                                        -----------     -----------
                                                        $26,325,541     $31,396,245
                                                        ===========     ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable...........................          $   403,657     $    11,435
   Accrued expenses...........................              449,000         922,447
   Deferred royalty income....................            2,399,988       2,399,988
                                                        -----------     -----------
Total current liabilities.....................            3,252,645       3,333,870

Refundable grant obligation...................              227,522         227,522

Commitments and contingencies

Stockholders' equity:
   Preferred stock, $.001 par value; 5,000,000
     authorized shares, none issued and outstanding
   Common stock, $.001 par value; authorized
     40,000,000 shares, 27,241,644 and 27,167,981
     shares issued and outstanding as of June 30,
     2001 and December 31, 2000, respectively....            27,242          27,168
   Additional paid-in capital....................        51,127,009      46,658,927
   Deficit accumulated during development stage         (28,308,877)    (18,851,242)
                                                        -----------     -----------
Total stockholders' equity....................           22,845,374      27,834,853
                                                        -----------     -----------
                                                        $26,325,541     $31,396,245
                                                        ===========     ===========

</TABLE>

                      See notes to financial statements.

                                      1
<PAGE>   4



                             MILLENNIUM CELL INC.
                       (A DEVELOPMENT STAGE ENTERPRISE)
                      CONDENSED STATEMENT OF OPERATIONS
                                 (unaudited)

<TABLE>
<CAPTION>

                                           THREE MONTHS   THREE MONTHS     SIX MONTHS      SIX MONTHS
                                               ENDED         ENDED           ENDED           ENDED         CUMULATIVE
                                             JUNE 30,       JUNE 30,        JUNE 30,        JUNE 30,      AMOUNTS FROM
                                               2001           2000            2001            2000          INCEPTION
                                          -------------  ------------    ------------    --------------  ------------
<S>                                     <C>             <C>            <C>             <C>              <C>
Product development and marketing......    $1,307,078    $        --     $ 2,168,037     $        --     $  2,168,037
General and administrative
   (excluding non-cash charges)........     1,368,216        351,601       2,216,901         465,129        5,555,247
Non-cash charges.......................     1,942,830             --       4,468,156              --       15,253,537
Depreciation and amortization..........       112,621         36,038         206,323          61,076          520,150
Research and development...............       632,754        376,560       1,122,703         660,979        4,074,515
                                          -------------  ------------    ------------    --------------  ------------
Total operating expenses...............     5,363,499        764,199      10,182,120       1,187,184       27,571,486
                                          -------------  ------------    ------------    --------------  ------------
Loss from operations...................    (5,363,499)      (764,199)    (10,182,120)     (1,187,184)     (27,571,486)
Interest income/(expense), net.........       326,030        (20,542)        724,485         (19,298)       1,413,490
                                          -------------  ------------    ------------    --------------  ------------
Net loss...............................    (5,037,469)      (784,741)     (9,457,635)     (1,206,482)     (26,157,996)
Preferred stock amortization...........            --      1,424,757              --       1,424,757        2,150,881
                                          -------------  ------------    ------------    --------------  ------------
Net loss applicable to common
   stockholders........................   $(5,037,469)   $(2,209,498)    $(9,457,635)    $(2,631,239)   $ (28,308,877)
                                          =============  ============    ============    ==============  ============
Loss per share -- basic and diluted....   $      (.19)   $      (.09)    $      (.35)    $      (.11)   $       (1.14)
                                          =============  ============    ============    ==============  ============
Weighted -- average number of
   shares outstanding..................    27,183,304     23,679,714      27,175,685      23,679,714       24,932,412
                                          =============  ============    ============    ==============  ============
</TABLE>

                      See notes to financial statements.


                                      2

<PAGE>   5



                             MILLENNIUM CELL INC.
                       (A DEVELOPMENT STAGE ENTERPRISE)
                      CONDENSED STATEMENT OF CASH FLOWS
                                 (unaudited)


<TABLE>
<CAPTION>
                                                    THREE          THREE
                                                    MONTHS         MONTHS       SIX MONTHS      SIX MONTHS    CUMULATIVE
                                                    ENDED          ENDED          ENDED          ENDED         AMOUNTS
                                                   JUNE 30,       JUNE 30,       JUNE 30,        JUNE 30,        FROM
                                                     2001          2000           2001            2000       INCEPTION
                                                     ----          ----           ----            ----       ---------
<S>                                             <C>            <C>            <C>             <C>           <C>
OPERATING ACTIVITIES
Net loss...................................       $(5,037,469)   $ (784,741)     $(9,457,635)  $(1,206,482)  $(26,157,996)

Adjustments to reconcile net loss to
   net cash used in operating activities:

Depreciation and amortization..............           112,621        36,037          206,323        61,076        520,150

Non-cash charges...........................         1,942,830            --        4,468,156            --     15,253,537

Changes in operating assets and liabilities:

Prepaid expenses and other assets..........            47,727       (84,741)         135,083       (96,056)       (76,535)

Accounts payable and accrued expenses......           665,452       146,246          (81,225)      155,021        852,657

Due to affiliate...........................               --         87,007               --       101,115             --

Deferred royalty income....................               --             --               --            --       2,399,988
                                                 -------------    ----------     ------------    ----------  -------------
Net cash used in operating activities......        (2,268,839)     (600,192)      (4,729,298)     (985,326)    (7,208,199)


INVESTING ACTIVITIES
Purchase of property and equipment.........           (29,851)     (155,078)        (187,731)     (248,937)    (1,011,390)
Patent registration costs..................           (17,831)      (19,523)         (76,181)      (26,521)      (402,275)
(Purchase) sale of investments, net........         2,283,656      --            (17,015,864)           --    (17,015,864)
                                                 -------------    ----------     ------------    ----------  -------------
Net cash provided by (used in) investing
   activities..............................         2,235,974      (174,601)     (17,279,776)     (275,458)   (18,429,529)

FINANCING ACTIVITIES
Proceeds from sale of common stock.........               --             --               --            --     34,773,000
Underwriting and other expenses ofinitial
   public offering                                        --             --               --            --     (3,669,613)
Proceeds from capital contribution.........               --             --               --       500,000        500,000

Payment of note payable....................               --             --               --            --       (250,000)

Proceeds from grant........................               --         33,900               --        33,900        227,522

Proceeds from sale of preferred stock......               --      2,149,123               --     2,149,123      2,146,446
                                                 -------------    ----------     ------------    ----------  -------------

Net cash provided by financing activities..               --      2,183,023               --      2,683,023     33,727,355
                                                 -------------    ----------     ------------    ----------  -------------

Net change in cash and cash equivalents....           (32,865)    1,408,230      (22,009,074)    1,422,239      8,089,627
Cash and cash equivalents, beginning of
   period..................................         8,122,492        56,174       30,098,701        42,165             --
                                                 -------------    ----------     ------------    ----------  -------------
Cash and cash equivalents, end of period...        $8,089,627    $1,464,404       $8,089,627    $1,464,404     $8,089,627
                                                 =============    ==========     ============    ==========  =============

</TABLE>

                      See notes to financial statements.

                                      3
<PAGE>   6



                             MILLENNIUM CELL INC.
                       (A DEVELOPMENT STAGE ENTERPRISE)
                        NOTES TO FINANCIAL STATEMENTS
                                 (unaudited)

NOTE 1--BASIS OF PRESENTATION

   The accompanying unaudited condensed financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States 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 our Annual Report on
Form 10-K for the year ended December 31, 2000.

   Certain amounts previously reported as "Product Development and Engineering"
have been reclassified and shown as "Research and Development" for all periods
presented.

NOTE 2--INVESTMENTS

   At June 30, 2001, the Company held $17.0 million of held-to-maturity
investments in high-grade commercial paper and U.S. government agency bonds
stated at amortized cost, with a weighted-average yield of 5.2%. At June 30,
2001, amortized cost approximated fair value. Interest income is recognized
using the straight-line method over the lives of the securities. The face
value and maturity schedule of the securities is as follows:

<TABLE>
<S>                                                      <C>
              Fourth Quarter 2001..................          $4,000,000
              First Quarter  2002..................           2,800,000
              Second Quarter 2002..................          10,000,000
                                                             ----------
              Total................................         $16,800,000
                                                            ===========
</TABLE>


NOTE 3--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.

NOTE 4--OPTIONS, WARRANTS AND NON-CASH CHARGES

   In the second quarter of 2001, the Company recorded a non-cash charge of
approximately $1.6 million related to options issued to employees in 2000,
which is included in general and administrative expense in the statement of
operations. The Company will incur additional non-cash charges of
approximately $12.9 million for these options over the vesting period as
follows: Third Quarter 2001-$1.6 million, Fourth Quarter 2001-$1.6 million,
2002-$6.5 million and 2003-$3.2 million.

   In the second quarter of 2001, the Company also incurred a non-cash charge
of $324,260 related to warrants issued to affiliates in 2000, which is
included in general and administrative expense in the statement of operations.
The Company will incur additional non-cash charges of approximately $72,000
for the warrants over the vesting period as follows: Third Quarter
2001-$49,000, Fourth Quarter 2001-$21,000 and First Quarter 2002-$2,000.

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. The discussion below should be read in conjunction with the
Company's Annual Report




                                      4
<PAGE>   7



on Form 10-K for the year ended December 31, 2000.

GENERAL

   We were formed as a Delaware limited liability company on December 17,
1998, and organized and began operations on January 1, 1999 (inception date).
We were converted into a Delaware corporation on April 25, 2000 when 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 Form 10-Q 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 scientific advisor. 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, we and Mr. Amendola 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 up-front 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 net losses in the second quarter of 2001 and 2000 of $5,037,469
and $2,209,498, respectively. As of June 30, 2001, we had an accumulated
deficit of $28,308,877. The following table disaggregates the Company's net
operating losses from incurred non-cash charges and preferred dividends:

<TABLE>
<CAPTION>
                                                    NON-CASH
                                    NET LOSS         CHARGES
                                   EXCLUDING           AND
                                    NON-CASH        PREFERRED      ACCUMULATED
                                     CHARGES        DIVIDENDS        DEFICIT
                                   ----------     ----------      ----------
<S>                              <C>            <C>             <C>
Period from January 1, 1999
  (inception) to June 30, 2000     $(2,237,759)   $(1,424,757)    $(3,662,516)
Period from July 1, 2000 to
  December 31, 2000*               (3,677,221)    (11,511,505)    (15,188,726)
Period from January 1, 2001 to
  June 30, 2001*                   (4,989,479)    (4,468,156)     (9,457,635)
                                   ----------     ----------      ----------

Cumulative Amount From Inception   $(10,904,459)  $(17,404,418)   $(28,308,877)
                                   ============   ============    ============
</TABLE>

   * Our initial public offering was completed on August 9, 2000.

   Our losses have resulted primarily from costs associated with research and
development activities as well as non-cash amortization of preferred stock and
non-cash charges related to the issuance of stock options and warrants to
employees and third parties. As a result of planned expenditures in the areas
of research, product development and marketing and additional non-cash charges
relating to employee stock options, we expect to incur additional operating
losses for the foreseeable future.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
2000.

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


                                      5
<PAGE>   8




   Product Development and Marketing Expenses. Product development and
marketing expenses were $1,307,078 for the three months ended June 30, 2001.
These expenses include business development and marketing activities and
efforts to customize our technology in accordance with our agreements with
Ballard and DaimlerChrysler. We did not incur product development and
marketing expenses in the three months ended June 30, 2000.

   General and Administrative Expenses. General and administrative expenses
were $3,311,046 for three months ended June 30, 2001 compared to $351,601 in
the same period of 2000, an increase of $2,959,445. The increase in general
and administrative expenses includes non-cash compensation charges of
$1,618,570 and $324,260 relating to the grant of company stock options to
employees below market and the fair value of warrants issued to affiliates,
respectively. The remaining increase of $1,016,615 is due largely to the
establishment of our financial, administrative and investor relations'
organizations during the latter half of 2000. In addition, during the three
months ended June 30, 2001, we incurred legal costs associated with the
negotiation of various letters of intent and strategic agreements with US
Borax and Systems Consulting Rt. Lastly, occupancy costs increased as we
expanded our facilities in 2001.

   Depreciation and Amortization. Depreciation and amortization was $112,621
for the three months ended June 30, 2001 compared to $36,038 in the three
months ended June 30, 2000, an increase of $76,583. The increase in
depreciation and amortization is primarily related to the addition of
laboratory equipment since June 30, 2000. We expect depreciation and
amortization to continue to increase as we purchase additional property, plant
and equipment to support our expansion plans.

   Research and Development Expenses. Research and development expenses were
$632,754 for the three months ended June 30, 2001 compared to $376,560 in the
three months ended June 30, 2000, an increase of $256,194. The increase is
primarily attributable to increased staffing and research projects required to
further the development of our technology.

   Interest Income/(Expense) Net interest income was $326,030 for the three
months ended June 30, 2001 compared to interest expense of ($20,542) in the
three months ended June 30, 2000, an increase of $346,572. The change in net
interest income/(expense) is the result of interest income related to the
proceeds of the initial public offering in August 2000.

SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2000.

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

   Product Development and Marketing Expenses. Product development and
marketing expenses were $2,168,037 for the six months ended June 30, 2001.
These expenses include business development and marketing activities and
efforts to customize our technology in accordance with our agreements with
Ballard and DaimlerChrysler. We did not incur product development and
marketing expenses in the six months ended June 30, 2000.

   General and Administrative Expenses. General and administrative expenses
were $6,685,057 for six months ended June 30, 2001 compared to $465,129 in the
same period of 2000, an increase of $6,219,928. The increase in general and
administrative expenses includes non-cash compensation charges of $3,237,140
and $1,231,016 relating to the grant of company stock options to employees
below market and the fair value of warrants issued to affiliates,
respectively. The remaining increase of $1,751,772 is due largely to the
establishment of our financial, administrative and investor relations'
organizations during the latter half of 2000. In addition, during the three
months ended June 30, 2001, we incurred legal costs associated with the
negotiation of various letters of intent and strategic agreements with US
Borax and Systems Consulting Rt.

   Depreciation and Amortization. Depreciation and amortization was $206,323
for the six months ended June 30, 2001 compared to $61,076 in the six months
ended June 30, 2000, an increase of $145,247. The increase in depreciation and
amortization is primarily related to the addition of laboratory equipment
since June 30, 2000. We expect depreciation and amortization to continue to
increase as we purchase additional property, plant and equipment to support
our expansion plans.

   Research and Development Expenses. Research and development expenses were
$1,122,703 for the six months ended June 30, 2001 compared to $660,979 in the
six months ended June 30, 2000, an increase of $461,724. The increase is
primarily attributable to increased staffing and research projects as required
to further the development of our technology.

   Interest Income/(Expense) Net interest income was $724,485 for the six
months ended June 30, 2001 compared to interest expense of ($19,298) in the
six months ended June 30, 2000, an increase of $743,783. The change in net
interest income/(expense) is the result




                                      6
<PAGE>   9




of interest income related to the proceeds of the initial public offering in
August 2000.

LIQUIDITY AND CAPITAL RESOURCES

   Since our organization, effective January 1, 1999, we have primarily
financed our operations through our initial public offering in August 2000 and
private placements of equity securities. The net proceeds from our initial
public offering totaled approximately $29.9 million. In October 2000, we
received $2.4 million in cash from Ballard Power Systems Inc. as an advance
for prospective royalties pursuant to a product development agreement between
Ballard and us. Under certain circumstances, a portion of this advance may be
refundable to Ballard.

   Also in October 2000, we granted Ballard a warrant to purchase up to 400,000
shares of our common stock, which will be recorded at its fair value on the
warrant vesting date (as defined). If the warrant vesting date occurs, we would
record the warrants at their fair value using the Black-Scholes method of
valuation. We believe that the warrant vesting date will likely occur in 2001.

   As of June 30, 2001, we had $8,089,627 million in cash and cash
equivalents. Cash used in operations totaled $2,268,839 and $600,192 in the
three months ended June 30, 2001 and 2000, respectively, and related to
funding our net operating losses.

   Investing activities provided/(used) cash of $2,235,974 and ($174,601) in
the three months ended June 30, 2001 and 2000, respectively. Investing
activities consisted primarily of maturities and purchases of commercial paper
and U.S. government agency bonds to protect against interest rate risk.
Additionally, we purchased laboratory equipment and accessories necessary for
the continuation of our research and development activities and incurred
additional patent registration costs. We expect to continue to make
significant investments in research and development and our administrative
infrastructure, including the purchase of property, plant and equipment to
support our expansion plans. We continue to register and pursue patents on its
technology.

   Between January 1999 and April 2000, we received an aggregate of $227,522
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 began 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.

   In December 2000, we were granted a tax abatement rebate by the State of
New Jersey as a business incentive. Under the abatement, the State of New
Jersey will reimburse us for a portion of the state income taxes paid by up to
a maximum of 50 new employees hired after December 2000. This incentive may
provide rebates of up to $200,000 per year for ten years. No rebates have been
received to date.

   We believe that the net proceeds from our initial public offering, together
with our current cash and cash equivalents, will be sufficient to satisfy
anticipated cash needs of our operations into early 2003. It is possible,
however, that we may seek additional financing within this time frame. We may
raise additional funds through public or private financing, 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.

FORWARD-LOOKING STATEMENTS

   We have made forward-looking statements in this document that are subject
to risks and uncertainties. Without limitation, these forward-looking
statements include statements:

   -    regarding new products we may introduce in the future;

   -    about our business strategy and plans;

   -    about the adequacy of our working capital and other financial
        resources; and





                                      7



<PAGE>   10


   -    that are not of an historical nature.

   When we use words such as "plan," "believe," "expect," "anticipate,"
"intend" or similar expressions, we are making forward-looking statements. You
should note that forward-looking statements rely on a number of assumptions
concerning future events, and are subject to a number of uncertainties and
other factors, many of which are outside of our control, that could cause
actual results to differ materially from the statements made. Please note that
we disclaim any intention or obligation to update or revise any
forward-looking statements unless materially different. Other discussions
regarding forward-looking statements and risk factors can be found in our
registration statement on Form S-1 declared effective by the Securities and
Exchange Commission on January 12, 2001.

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 and held-to-maturity investments 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. There can be no assurance that we will be
able to enter into these agreements to protect against price increases.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Our 2000 Annual Meeting of Shareholders was held on April 26, 2001. The
meeting was called for the following purposes: (1) to elect nine directors to
serve on the board of directors, each for a one-year term and (2) to ratify
the board of directors' appointment of Ernst & Young LLP as our independent
public accountants for the 2001 fiscal year. There were no shareholder
proposals. The results of the voting were as follows:


<TABLE>
<CAPTION>
                                                                Votes
Proposal (1):                      Votes For   Votes Against   Abstained
                                   ---------   -------------   ---------
<S>                              <C>          <C>            <C>
G. Chris Andersen, Chairman of
the Board                         24,108,614         -         3,059,367
Stephen S. Tang, Chief Executive
Officer and Director              24,108,614         -         3,059,367
Steven C. Amendola, Vice
President - Chief Scientific
Advisor and Director              24,108,614         -         3,059,367
Kenneth R. Baker, Director        24,108,614         -         3,059,367
William H. Fike, Director         24,108,614         -         3,059,367
Alexander MacLachlan, Director    24,108,614         -         3,059,367
Zoltan Merszei, Director          24,108,614         -         3,059,367
H. David Ramm, Director           24,108,614         -         3,059,367
James L. Rawlings, Director       24,108,614         -         3,059,367
</TABLE>


<TABLE>
<CAPTION>
                                                                Votes
Proposal (2):                      Votes For   Votes Against   Abstained
                                   ---------   -------------   ---------
<S>                              <C>          <C>            <C>
Ratification of Ernst & Young
LLP as our independent public
accountants                       24,090,794      52,295         4,980
</TABLE>


                                      8

<PAGE>   11


                                   PART II

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

   (a)Exhibits

      None.

   (b)Reports on Form 8-K

   The Company did not file any reports on Form 8-K during the three months
ended June 30, 2001.



                                      9

<PAGE>   12



                                  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.

                                   MILLENNIUM CELL INC.

                                   By: /s/     Norman R. Harpster, Jr.
                                       ---------------------------------------
                                               Norman R. Harpster, Jr.
                                    Vice President--Finance and Administration
                                            and Chief Financial Officer

August 10, 2001


                                      10