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, 2003

     |_|  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)

                            One 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 by check mark whether the  registrant is an accelerated
filer (as defined in Rule 12b-2 of the  Securities  Exchange Act of 1934).
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: 31,221,288 shares of
Common Stock, par value $.001, were outstanding on August 1, 2003.


<PAGE>


                              MILLENNIUM CELL INC.
                        (a development stage enterprise)
                                      Index



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

                Consolidated Balance Sheet - June 30, 2003 and December 31, 2002...........................         1

                Consolidated Statements of Operations - Three and six months ended June 30, 2003 and 2002..         2

                Consolidated Statements of Cash Flows - Six months ended June 30, 2003 and 2002............         3

                Notes to Consolidated Financial Statements - June 30, 2003.................................         4

Item 2.         Management's Discussion and Analysis of Financial Condition and Results of Operations......         8

Item 3.         Quantitative and Qualitative Disclosures About Market Risk.................................        15

Item 4.         Controls and Procedures....................................................................        15


PART II - OTHER INFORMATION

Item 2.         Changes in Securities and Use of Proceeds..................................................        16

Item 4.         Submission of Matters to a Vote of Security Holders........................................        16

Item 6.         Exhibits and Reports on Form 8-K...........................................................        17

</TABLE>






<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.          Financial Statements (Unaudited).

                              MILLENNIUM CELL INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                           CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
<S>                                                                                      <C>                <C>

                                                                                          June 30,          December 31,
                                                                                            2003                2002
                                                                                            ----                ----
                                                                                          (unaudited)
ASSETS
Current assets:
   Cash and cash equivalents.......................................................    $      2,015,945    $     7,987,127
   Accounts receivable.............................................................             369,358            234,015
   Prepaid expenses................................................................             131,105            337,589
   Deferred financing costs........................................................             154,077            313,690
                                                                                       ----------------    ---------------
Total current assets...............................................................           2,670,485          8,872,421
Property and equipment, net........................................................           1,225,908          1,526,983
Patents and licenses, net..........................................................             594,225            590,269
Investment in affiliate............................................................                  --            167,412
Restricted cash....................................................................          11,512,630          2,963,050
Security deposits..................................................................              45,676             45,676
                                                                                       ----------------    ---------------
                                                                                       $     16,048,924    $    14,165,811
                                                                                       ================    ===============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable................................................................    $        327,212    $       612,651
   Accrued expenses................................................................             469,068            615,006
   Convertible unsecured debentures, net of discount...............................                  --          3,029,882
                                                                                       ----------------    ---------------
Total current liabilities..........................................................             796,280          4,257,539

Convertible secured debentures, net of discount....................................           9,469,233          2,399,988
Refundable grant obligation........................................................             205,940            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 70,000,000 shares, 31,195,724 and
      29,027,491 shares issued and outstanding
      as of June 30, 2003 and December 31, 2002, respectively......................              31,196             29,027
   Additional paid-in capital......................................................          69,532,576         61,679,267
   Deficit accumulated during development stage....................................         (63,986,301)       (54,427,532)
                                                                                       ----------------    ---------------
Total stockholders' equity.........................................................           5,577,471          7,280,762
                                                                                       ----------------    ---------------
                                                                                       $     16,048,924    $    14,165,811
                                                                                       ================    ===============
</TABLE>

See notes to financial statements.




<PAGE>


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

<TABLE>
<CAPTION>
<S>                                            <C>              <C>            <C>             <C>           <C>

                                               Three Months     Three Months   Six Months      Six Months
                                                   Ended            Ended         Ended           Ended       Cumulative
                                                 June 30,         June 30,      June 30,        June 30,     Amounts From
                                                   2003             2002          2003            2002         Inception
                                                   ----             ----          ----            ----         ---------

Revenue........................................  $   238,048   $      20,282   $    293,309   $     380,282   $  1,012,701
Cost of revenue................................      190,438          20,282        245,699         380,282        935,758
                                                 -----------   -------------   ------------   -------------   ------------
Gross margin...................................       47,610              --         47,610              --         76,943

Product development and marketing..............    1,291,133       1,469,726      2,522,632       3,198,944     13,824,119
General and administrative
  (excluding non-cash charges).................    1,034,276         980,783      2,104,769       2,479,156     14,222,601
Non-cash charges...............................      851,826       1,075,499      1,947,232       2,193,324     24,222,325
Restructuring expense..........................           --         104,982             --         104,982        104,982
Depreciation and amortization..................      166,274         180,655        341,571         354,444      1,839,404
Research and development.......................      270,987         541,209        576,398         904,840      7,668,409
                                                 -----------   -------------   ------------   -------------   ------------
Total operating expenses.......................    3,614,496       4,352,854      7,492,602       9,235,690     61,881,840
                                                 -----------   -------------   ------------   -------------   ------------
Loss from operations...........................   (3,566,886)     (4,352,854)    (7,444,992)     (9,235,690)   (61,804,897)
Other income, net..............................           --              --             --              --        234,963
Interest income (expense)......................     (815,009)         96,351     (1,625,413)        253,967        590,592
Equity in losses of affiliates.................     (194,164)             --       (488,364)             --       (856,078)
                                                 ------------  -------------   -------------  -------------   -------------
Net loss.......................................   (4,576,059)     (4,256,503)    (9,558,769)     (8,981,723)   (61,835,420)
Preferred stock amortization...................           --              --             --              --      2,150,881
                                                 -----------   -------------   ------------   -------------   ------------
Net loss applicable to common stockholders.....  $(4,576,059)  $  (4,256,503)  $ (9,558,769)  $  (8,981,723)  $(63,986,301)
                                                 ===========   =============   ============   =============   ============
Loss per share -- basic and diluted............  $      (.15) $        (.15)  $       (.32)  $        (.33)  $       (2.41)
                                                 ============  =============   ============   =============   =============
Weighted -- average number of shares outstanding   30,451,664     27,506,729     29,929,649      27,406,990     26,522,294
                                                 ============  =============  =============   =============   =============
</TABLE>

See notes to financial statements.






<PAGE>


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

<TABLE>
<CAPTION>
<S>                                            <C>                <C>            <C>
                                                    Six Months      Six Months    Cumulative
                                                      Ended           Ended      Amounts from
                                                   June 30, 2003  June 30, 2002   Inception

OPERATING ACTIVITIES
Net loss....................................   $  (9,558,769) $  (8,981,723) $ (61,835,420)
Adjustments to reconcile net loss to
   net cash used in operating activities:
Depreciation and amortization...............         341,571        354,444      1,839,404
Amortization of discount on debentures......         652,323             --        674,188
Beneficial conversion feature on debentures.         713,354             --        713,354
Amortization of deferred financing costs....         272,465             --        287,055
Losses on investment in affiliate...........         488,364             --        856,078
Non-cash charges............................       1,947,232      2,193,324     24,222,325
Changes in operating assets and liabilities:
Accounts receivable.........................        (135,343)         9,000       (369,358)
Prepaid expenses and other assets...........         206,484         12,854       (176,781)
Accounts payable and accrued expenses.......        (349,445)      (404,419)       960,587
Deferred royalty income.....................              --       (120,000)            --
                                               -------------  -------------- -------------
Net cash used in operating activities.......      (5,421,764)    (6,936,520)   (32,828,568)

INVESTING ACTIVITIES
Purchase of property and equipment..........          (6,050)      (916,809)    (2,786,502)
Patent registration costs...................         (38,402)       (55,499)      (623,035)
Investment in affiliate..............................(320,952)           --       (856,078)
Maturity of investments.....................              --      8,711,293             --
                                               -------------  -------------  -------------
Net cash used in investing activities.......        (365,404)     7,738,985     (4,265,615)

FINANCING ACTIVITIES
Proceeds from issuance of common stock......              --         81,201     34,994,850
Underwriting and other expenses of initial
   public offering..........................              --             --     (3,669,613)
Proceeds from issuance of debentures........       8,500,000             --     14,399,988
Restricted cash.................................  (8,549,580)        (9,120)   (11,512,630)
Proceeds from equity private placement......              --      2,093,000      2,736,279
Deferred financing costs....................        (112,852)            --       (441,132)
Proceeds from capital contribution..........              --             --        500,000
Payment of note payable.....................              --             --       (250,000)
Proceeds from grant, net....................         (21,582)            --        205,940
Proceeds from sale of preferred stock.......              --             --      2,146,446
                                               -------------  -------------  -------------
Net cash provided by/(used in) financing
   activities...............................        (184,014)     2,165,081     39,110,128
                                               -------------- -------------  -------------
Net change in cash and cash equivalents.....      (5,971,182)     2,967,546      2,015,945
Cash and cash equivalents, beginning of
   period...................................       7,987,127      6,348,763             --
                                               -------------  -------------  -------------
Cash and cash equivalents, end of period....   $   2,015,945  $   9,316,309  $   2,015,945
                                               =============  =============  =============
</TABLE>

Non-Cash Transactions:

    The Company issued 25,232 shares of common stock valued at $46,931 to
employees as 401(k) Plan employer matching contributions in February 2003. The
Company also converted unsecured debentures into shares of common stock during
the quarter (see Note 5).

See notes to financial statements.

<PAGE>

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


NOTE 1--BASIS OF PRESENTATION

          The consolidated financial statements include the accounts of
Millennium Cell Inc. and its wholly owned subsidiary, MCE Ventures LLC. MCE
Ventures is a Delaware limited liability corporation that was formed in 2002 to
engage in limited strategic investment activities. All significant inter-company
transactions and accounts have been eliminated.

         The accompanying unaudited consolidated 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, 2002. Reclassifications were made to ensure
consistency with current year presentation.

NOTE 2--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 3--STOCK BASED COMPENSATION

         In December 2002, the Financial Accounting Standards Board ("FASB")
issued FAS No. 148, Accounting for Stock-Based Compensation-Transition and
Disclosure. FAS 148 amends FAS No. 123, Accounting for Stock-Based Compensation,
to provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, FAS 148 amends the disclosure requirements of FAS 123 to require
prominent disclosures in both annual and interim financial statements about the
method of accounting for stock based employee compensation and the effect of the
method used on reported results. The provisions of FAS 148 are effective for
financial statements for fiscal years and interim periods ending after December
15, 2002. The disclosure provisions of FAS 148 have been adopted by the Company.
FAS 148 did not require the Company to change to the fair value based method of
accounting for stock-based compensation.

         Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting
for Stock-Based Compensation" encourages, but does not require, companies to
record compensation cost for stock-based employee compensation plans at fair
value. The Company has elected to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25").
<PAGE>

         The following table illustrates the effect on net income and earnings
per share if the Company had applied the fair value recognition provisions of
SFAS 123 to stock-based employee compensation:
<TABLE>
<CAPTION>
<S>                                                     <C>                                <C>

                                                         Three Mos. Ended June 30,          Six Mos. Ended June 30,
                                                         -------------------------          -----------------------
                                                           2003           2002               2003              2002
                                                           ----           ----               ----              ----

Net loss attributable to common stockholders--
  As reported.......................................... $(4,576,059)  $(4,256,503)         $(9,558,769)  $(8,981,723)
Add: Total stock-based compensation expense
  included in Net Loss.................................     851,826     1,075,499            1,947,232     2,193,324
Deduct: Total stock-based compensation expense
  determined under fair value based method for all
  stock option awards..................................  (1,887,059)   (1,078,321)          (4,124,836)   (3,253,450)
Net loss attributable to common stockholders--
  Pro forma............................................ $(5,611,292)  $(4,259,325)        $(11,736,373) $(10,041,849)
Net loss per share attributable to common
  stockholders-- As reported...........................      $(0.15)       $(0.15)              $(0.32)       $(0.33)
Net loss per share attributable to common
  stockholders-- Pro forma.............................      $(0.18)       $(0.15)              $(0.39)       $(0.37)

</TABLE>
         The fair value of each option grant was estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted average
assumptions:


<TABLE>
<CAPTION>
<S>                                                           <C>

                                                              Three and Six Mos. Ended June 30,
                                                              ---------------------------------
                                                                  2003                  2002
                                                                  ----                  ----

Expected dividend yield...................................        --                     --
Expected stock price volatility...........................       .69                    .69
Risk-free interest rate...................................       3.68%                 3.68%
Expected option term......................................     5 years                5 years
</TABLE>

          The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options that have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions, including the expected stock price
volatility. The Company's options have characteristics significantly different
from those of traded options, and changes in the subjective input assumptions
can materially affect the fair value estimate. Based upon the above assumptions,
the weighted average fair value of stock options granted at market was $1.44 and
$3.10 in 2003 and 2002, respectively.

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

          In 2003, the Company recorded non-cash charges of approximately $1.6
million related to options issued to employees below fair value on the date of
the grant in 2000. The Company will not incur additional non-cash charges
related to these issuances in future periods. The Company may incur future
non-cash charges for issuance of restricted stock related to the exchange offer
announced in July 2003. This offer would allow eligible plan participants to
exchange options for restricted stock. We cannot predict the number of option
holders who will elect to participate in the exchange nor the amount of non-cash
charges the Company will incur as a result of the issuance of restricted stock.

          There are a number of outstanding stock warrants held by former
employees. The accounting methodology for these warrants requires a re-valuing
of the warrants at each period ending market price using a Black-Scholes pricing
model. In 2003, the Company recorded approximately $0.3 million of non-cash
charges for changes in the fair value of affiliates' warrants. Due to the
variable nature of this accounting methodology, it is difficult to predict the
amount of additional non-cash charges the Company will incur related to these
warrants during future periods.
<PAGE>

NOTE 5--SECURED AND UNSECURED DEBENTURES

         In December 2002, the Company issued convertible unsecured debentures
with a principal amount of $3.5 million. Interest accrues at a rate of 4% per
annum with payments due quarterly. The debentures were originally due June 30,
2003, however, the holder and the Company agreed to extend the due date to
September 30, 2003. During the quarter ended March 31, 2003, the Company
converted $1.2 million of unsecured debentures into 637,111 shares of common
stock. During the quarter ended June 30, 2003, the Company converted the
remaining $2.3 million of unsecured debentures into 1,456,957 shares of common
stock. As of June 30, 2003, the entire $3.5 million of unsecured debentures had
been converted into common stock.


         On January 23, 2003, the Company's shareholders approved the issuance
of $8.5 million of secured debentures and warrants to acquire 589,376 shares at
a special meeting of shareholders and the secured debentures were issued on
January 30, 2003. In July 2003, the Company registered the common shares
underlying $3.0 million of the debentures and the holder released a letter of
credit securing that portion of the secured debentures. As a result, $5.5
million of convertible secured debentures and $3.0 million of unsecured
debentures were outstanding as of July 31, 2003. Interest on the secured
debentures accrues at money market rates with payments due quarterly. The
secured debentures are secured by a standby letter of credit issued by Wachovia
Bank, National Association, with an aggregate face amount equal to the
outstanding principal of the secured debentures and are due in January 2006. The
Company pledged to the bank as collateral the proceeds from the sale of the
secured debentures. Therefore, the Company does not have the ability to use the
proceeds from the sale of the secured debentures until the bank pledges are
released upon conversion to unsecured debentures.

         The Company is obligated in the future to register the shares issuable
on conversion of the $5.5 million principal amount of secured debentures
following exchange of such secured debentures for unsecured debentures. Each
time the principal amount of the $3.0 million outstanding unsecured debentures
is less than $1.0 million, a portion of the $5.5 million of secured debentures
will automatically convert into unsecured debentures in increments of $3.0
million and $2.5 million upon effectiveness of the registration statement
relating to the underlying shares of common stock.

     At any time, the unsecured convertible debentures are convertible under
three different scenarios:

o        At the option of the holder, at any time and from time to time at
         $4.25 per share.

o        At the option of the Company, if (1) the average closing prices of the
         Company's common stock during any consecutive 30 trading days is equal
         to or greater than $5.10 per share and (2) the closing price for each
         of 15 trading days which need not be consecutive is equal to or greater
         than $5.10.
o        The Company may also convert $300,000 (or up to $2.5 million with
         investor consent) of unsecured debentures each 10 trading days at an
         adjusted conversion price equal to the volume weighted average of
         current market prices discounted from 4% to 12%. The discount to the
         adjusted conversion price depends on the cumulative amount of
         debentures converted as of the respective dates of conversion.

<PAGE>

         The secured convertible debentures in principal amount of $5.5 million
are convertible at the option of the holder, at any time and from time to time
at $4.25 per share. Following exchange of secured debentures for unsecured
debentures, the debentures so exchanged are convertible at the option of the
Company under the two circumstances set forth above.


         In order to exercise the Company's options to convert the debentures,
certain equity conditions must be satisfied as follows:

(i)               the number of authorized but unissued and otherwise unreserved
                  shares of common stock is sufficient for such issuance;

(ii)              such shares of common stock are registered for resale pursuant
                  to an effective registration statement, and the prospectus
                  thereunder is available for use to sell such shares or all
                  such shares may be sold without volume restrictions pursuant
                  to Rule 144(k) under the Securities Act;

(iii)             the common stock is listed or quoted (and is not suspended
                  from trading) on The NASDAQ National Market or SmallCap Market
                  or other eligible market and such shares of common stock are
                  approved for listing;

(iv)              no event of default nor any event that with the passage of
                  time and without being cured would constitute an event of
                  default has occurred and not been cured, and

(v)               no public announcement of a pending or proposed change of
                  control transaction has occurred that has not been
                  consummated.

         Warrants may not be exercised and debentures may not be converted to
the extent that a holder thereof would then beneficially own, together with its
affiliates, more than 9.999% of our common stock then outstanding subsequent to
the applicable conversion or exercise.

         In accordance with APB No. 14, "Accounting for Convertible Debt and
Debt Issued with Stock Purchase Warrants", the Company determined that the fair
value of the unsecured debentures and secured debentures was $3,008,017 and
$6,887,040, respectively upon issuance. The resulting discounts are being
amortized as interest expense, using the effective interest method, over the
original maturity period of six months for the unsecured debentures and three
years for the secured debentures. During the quarter ended June 30, 2003, the
Company recognized a non-cash charge to interest expense of $285,485 for
amortization of discounts on debentures. To the extent conversions of unsecured
debentures into common stock are made prior to the maturity date of the
debentures, the Company records as interest expense a ratable proportion of the
discount associated with the face value of the debentures converted.

         In accordance with Emerging Issues Task Force ("EITF") No. 00-27,
"Application of Issue No. 98-5 to Certain Convertible Instruments", and EITF No.
98-5, "Accounting for Convertible Securities with Beneficial Conversion Features
or Contingently Adjustable Conversion Ratios", and after considering the terms
of the transaction, the Company determined that the unsecured debentures
contained an initial beneficial conversion feature ("BCF"). The BCF existed
because of a discount that will be given to the investor in the event of a
company-initiated conversion of the unsecured debentures prior to maturity.
These discounts will range from 4% to 12%, depending on the amount of debentures
converted into common stock. Accordingly, at time of conversion, the Company
will record as interest expense any applicable BCF based on the fair value of
the conversion feature on that date in the event of an early conversion of the
unsecured debentures into common stock. During the quarter ended June 30, 2003,
approximately $2,300,000 of unsecured debentures were converted into common
stock. As a result of the conversions, the Company recorded as interest expense
a non-cash charge of $478,723 for the BCF during the period.

<PAGE>

NOTE 6--INVESTMENT IN AFFILIATE


         In July 2002, the Company agreed to acquire a 50% non-controlling
interest in a European alkaline fuel cell company (the "Affiliate"). The
Company's investment is accounted for by the equity method. The Company has
evaluated its Investment in Affiliate and due to the uncertainty of the
recoverability of the investment determined that the fair value of the
investment was currently zero. As a result, the Company has written off the
Investment in Affiliate.

NOTE 7 - RECENT ACCOUNTING PRONOUNCEMENTS

         In January 2003, the FASB issued Interpretation No. 46, "Consolidation
of Variable Interest Entities" (FIN 46). FIN 46 addresses consolidation by
business enterprises of variable interest entities with certain defined
characteristics. This interpretation applies immediately to variable interest
entities created after January 31, 2003, and to variable interest entities in
which an enterprise obtains an interest after that date. It applies in the first
fiscal year or interim period beginning after June 15, 2003, to variable
interest entities in which an enterprise holds a variable interest that it
acquired before February 1, 2003. The Company did not obtain an interest in any
variable interest entities after January 31, 2003. This interpretation did not
have any impact on the accompanying financial statements.

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." This
Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability or an asset in some circumstances. This
Statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The Company does not expect this Statement
to have a material impact on the Company's financial statements.


         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 consolidated 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. See the discussion contained
herein under the caption "Forward-Looking Statements" for more information. 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 on Form 10-K for the year ended December 31,
2002.

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.
<PAGE>

Overview

         We have developed a patented process called Hydrogen on Demand(TM) that
safely generates pure hydrogen or electricity from environmentally friendly raw
materials. In the process, the energy potential of hydrogen is carried in the
chemical bonds of sodium borohydride, which in the presence of a catalyst
releases hydrogen or produces electricity. The primary input components of the
reaction are water and sodium borohydride, a derivative of borax, which is found
in substantial natural reserves globally. Hydrogen from this system can be used
to power fuel cells, as well as fed directly to internal combustion engines. We
also have patents covering boron-based longer-life batteries and fuel cells. Our
goal is to convert our technology from the research and development stage to
commercialization.

         Our losses have resulted primarily from costs associated with product
development and 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, 2003 versus Three Months Ended June 30, 2002

         Revenues. Revenues for the three months ended June 30, 2003 were
$238,048 compared to $20,282 for the same period of 2002. The increase was
mainly attributable to engineering and design services performed during the
current quarter for projects that were not open during the same period of the
prior year.

         In the near-term, revenues are expected to be derived substantially
from up-front license fees, research contracts with various federal, state and
local agencies, collaborations with other companies, management services, and
royalty payments or joint venture revenue from licensees or strategic
partnerships. Revenues will be recognized in the period in which technology is
delivered, licensing revenues are earned, or as services are performed.

         Cost of Revenues. Cost of revenues for the three months ended June 30,
2003 were $190,438 compared to $20,282 for the same period of 2002. The increase
was mainly attributable to engineering and design services performed during the
current quarter for projects that were not open during the same period of the
prior year.

         Product Development and Marketing Expense. Product development and
marketing expenses for the three months ended June 30, 2003 were $1,291,133
compared to $1,469,726 for the same period of 2002, a decrease of $178,593. This
decrease is mostly attributable to the cost reduction program implemented in May
of 2002.

         General and Administrative Expense. General and administrative expenses
for the three months ended June 30, 2003 were $1,034,276 compared to $980,783
for the same period of 2002, an increase of $53,493. The increase was a result
of incremental legal costs related to compliance with more stringent corporate
governance standards and other new statutory reporting requirements.

         Non-cash Charges. Non-cash charges were $851,826 for the three months
ended June 30, 2003 compared to $1,075,499 for the same period of 2002, a
decrease of $223,673. The non-cash charges were related to options issued below
market to employees in 2000 and warrants issued to affiliates and other third
parties for services rendered. During the second quarter of 2003, the Company
completed the amortization of the non-cash charges for options issued below
market value and that is the reason for the decline from the second quarter of
2002 to the same period of 2003.

         Depreciation and Amortization. Depreciation and amortization was
$166,274 for the three months ended June 30, 2003 compared to $180,655 for the
same period of 2002, a decrease of $14,381. The decrease reflects the impact of
assets that have recently been fully depreciated.

         Research and Development Expense. Research and development expenses
were $270,987for the three months ended June 30, 2003 compared to $541,209 for
the same period of 2002, a decrease of $270,222. The decrease is primarily
attributable to the cost reduction program implemented during May of 2002.

         Interest Income/Expense. Net interest expense was $815,009 for the
three months ended June 30, 2003 compared to interest income of $96,351 for the
same period of 2002, a change of $911,360. The increase in net interest expense
was mainly the result of interest expense, amortization of original issue
discounts and issue costs on the Company's unsecured and secured debentures
issued in December 2002 and January 2003, respectively.

         Equity in Losses of Affiliate. In July 2002, the Company agreed to
acquire a 50% non-controlling interest in a European alkaline fuel cell company
(the "Affiliate"). The Company's investment is accounted for by the equity
method. The Company has evaluated its Investment in Affiliate and due to the
uncertainty of the recoverability of the investment determined that the fair
value of the investment was currently zero. As a result, the Company has written
off the Investment in Affiliate.

Six Months Ended June 30, 2003 versus Six Months Ended June 30, 2002

         Revenues. Revenues for the six months ended June 30, 2003 were $293,309
compared to $380,282 for the same period of 2002. Revenues declined because
revenues for the first three months of 2002 included the sale of large,
prototype systems which were not recurring in the first half of 2003. Revenues
in the first six months of 2003 were derived primarily from design services and
the sale of prototype systems to customers.

         In the near-term, revenues are expected to be derived substantially
from up-front license fees, research contracts with various federal, state and
local agencies, collaborations with other companies, management services, and
royalty payments or joint venture revenue from licensees or strategic
partnerships. Revenues will be recognized in the period in which technology is
delivered, licensing revenues are earned, or as services are performed.

         Cost of Revenues. Cost of revenues for the six months ended June 30,
2003 were $245,699 compared to $380,282 for the same period of 2002. Cost of
revenues on prototype unit sales during the development stage are allocated from
the Product Development and Marketing expense and Research and Development
expense line items on the income statement depending on the nature of the
project. The decline in cost of revenues was due to the sale in the first six
months of 2002 of large, prototype systems which were not recurring in the first
six months of 2003. In addition, we provided services to customers which
resulted in positive margins.
<PAGE>

         Product Development and Marketing Expense. Product development and
marketing expenses for the six months ended June 30, 2003 were $2,522,632
compared to $3,198,944 for the same period of 2002, a decrease of $676,312. This
decrease is mostly attributable to the cost reduction program implemented during
the second quarter of 2002.

         General and Administrative Expense. General and administrative expenses
for the six months ended June 30, 2003 were $2,104,769 compared to $2,479,156
for the same period of 2002, a decrease of $374,387. The decrease was a result
of increased efficiency of our administrative and finance organizations as well
as the cost reduction program implemented during the second quarter of 2002.

         Non-cash Charges. Non-cash charges were $1,947,232 for the six months
ended June 30, 2003 compared to $2,193,324 for the same period of 2002, a
decrease of $246,092. The non-cash charges were related to options issued below
market to employees in 2000 and warrants issued to affiliates and other third
parties for services rendered. During the second quarter of 2003, the Company
completed the amortization of the non-cash charges for options issued below
market value and that is the reason for the decline from the first half of 2002
to the same period of 2003.

         Depreciation and Amortization. Depreciation and amortization was
$341,571 for the six months ended June 30, 2003 compared to $354,444 for the
same period of 2002, a decrease of $12,873. The decrease reflects the impact of
assets that have recently been fully depreciated.

         Research and Development Expense. Research and development expenses
were $576,398 for the six months ended June 30, 2003 compared to $904,840 for
the same period of 2002, a decrease of $328,442. The decrease is primarily
attributable to the cost reduction program implemented during the second quarter
of 2002.

         Interest Income/Expense. Net interest expense was $1,625,413 for the
six months ended June 30, 2003 compared to interest income of $253,967 for the
same period of 2002, a change of $1,879,380. The increase in net interest
expense was mainly the result of interest expense, amortization of original
issue discounts and issue costs on the Company's unsecured and secured
debentures issued in December 2002 and January 2003, respectively.

         Equity in Losses of Affiliate. In July 2002, the Company agreed to
acquire a 50% non-controlling interest in a European alkaline fuel cell company
(the "Affiliate"). The Company's investment is accounted for by the equity
method. The Company has evaluated its Investment in Affiliate and due to the
uncertainty of the recoverability of the investment determined that the fair
value of the investment was currently zero. As a result, the Company has written
off the Investment in Affiliate.

Liquidity and Capital Resources

General

         Since the inception date, we have financed our operations primarily
through our initial public offering in August 2000 and private placements of
equity and debt 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. The net proceeds from our initial public offering totaled
approximately $29.9 million and the net proceeds from the private equity
placement and convertible debentures totaled $14.1 million.
<PAGE>

Convertible Debentures

         In December 2002, the Company issued convertible unsecured debentures
with a principal amount of $3.5 million. Interest accrues at a rate of 4% per
annum with payments due quarterly. The debentures were originally due June 30,
2003, however, the holder and the Company agreed to extend the due date to
September 30, 2003. During the quarter ended March 31, 2003, the Company
converted $1.2 million of unsecured debentures into 637,111 shares of common
stock. During the quarter ended June 30, 2003, the Company converted the
remaining $2.3 million of unsecured debentures into 1,456,957 shares of common
stock. As of June 30, 2003, the entire $3.5 million of unsecured debentures had
been converted into common stock.

         On January 23, 2003, the Company's shareholders approved the issuance
of $8.5 million of secured debentures and warrants to acquire 589,376 shares at
a special meeting of shareholders and the secured debentures were issued on
January 30, 2003. In July 2003, the Company registered the common shares
underlying $3.0 million of the debentures and the holder released a letter of
credit securing that portion of the secured debentures. As a result, $5.5
million of convertible secured debentures and $3.0 million of unsecured
debentures were outstanding as of July 31, 2003. Interest on the secured
debentures accrues at money market rates with payments due quarterly. The
secured debentures are secured by a standby letter of credit issued by Wachovia
Bank, National Association, with an aggregate face amount equal to the
outstanding principal of the secured debentures and are due in January 2006. The
Company pledged to the bank as collateral the proceeds from the sale of the
secured debentures. Therefore, the Company does not have the ability to use the
proceeds from the sale of the secured debentures until the bank pledges are
released upon conversion to unsecured debentures.

         The Company is obligated in the future to register the shares issuable
on conversion of the $5.5 million principal amount of secured debentures
following exchange of such secured debentures for unsecured debentures. Each
time the principal amount of the $3.0 million outstanding unsecured debentures
is less than $1.0 million, a portion of the $5.5 million of secured debentures
will automatically convert into unsecured debentures in increments of $3.0
million and $2.5 million upon effectiveness of the registration statement
relating to the underlying shares of common stock.

     At any time, the unsecured convertible debentures are convertible under
three different scenarios:

o        At the option of the holder, at any time and from time to time at
         $4.25 per share.

o        At the option of the Company, if (1) the average closing prices of the
         Company's common stock during any consecutive 30 trading days is equal
         to or greater than $5.10 per share and (2) the closing price for each
         of 15 trading days which need not be consecutive is equal to or greater
         than $5.10.
o        The Company may also convert $300,000 (or up to $2.5 million with
         investor consent) of unsecured debentures each 10 trading days at an
         adjusted conversion price equal to the volume weighted average of
         current market prices discounted from 4% to 12%. The discount to the
         adjusted conversion price depends on the cumulative amount of
         debentures converted as of the respective dates of conversion.


         The secured convertible debentures in principal amount of $5.5 million
are convertible at the option of the holder, at any time and from time to time
at $4.25 per share. Following exchange of secured debentures for unsecured
debentures, the debentures so exchanged are convertible at the option of the
Company under the two circumstances set forth above.

<PAGE>

         In order to exercise the Company's options to convert the debentures,
certain equity conditions must be satisfied as follows:

(vi)              the number of authorized but unissued and otherwise unreserved
                  shares of common stock is sufficient for such issuance;

(vii)             such shares of common stock are registered for resale pursuant
                  to an effective registration statement, and the prospectus
                  thereunder is available for use to sell such shares or all
                  such shares may be sold without volume restrictions pursuant
                  to Rule 144(k) under the Securities Act;

(viii)            the common stock is listed or quoted (and is not suspended
                  from trading) on The NASDAQ National Market or SmallCap Market
                  or other eligible market and such shares of common stock are
                  approved for listing;

(ix)              no event of default nor any event that with the passage of
                  time and without being cured would constitute an event of
                  default has occurred and not been cured, and

(x)               no public announcement of a pending or proposed change of
                  control transaction has occurred that has not been
                  consummated.

         Warrants may not be exercised and debentures may not be converted to
the extent that a holder thereof would then beneficially own, together with its
affiliates, more than 9.999% of our common stock then outstanding subsequent to
the applicable conversion or exercise.

         In accordance with APB No. 14, "Accounting for Convertible Debt and
Debt Issued with Stock Purchase Warrants", the Company determined that the fair
value of the unsecured debentures and secured debentures was $3,008,017 and
$6,887,040, respectively upon issuance. The resulting discounts are being
amortized as interest expense, using the effective interest method, over the
original maturity period of six months for the unsecured debentures and three
years for the secured debentures. During the quarter ended June 30, 2003, the
Company recognized a non-cash charge to interest expense of $285,485 for
amortization of discounts on debentures. To the extent conversions of unsecured
debentures into common stock are made prior to the maturity date of the
debentures, the Company records as interest expense a ratable proportion of the
discount associated with the face value of the debentures converted.

         In accordance with Emerging Issues Task Force ("EITF") No. 00-27,
"Application of Issue No. 98-5 to Certain Convertible Instruments", and EITF No.
98-5, "Accounting for Convertible Securities with Beneficial Conversion Features
or Contingently Adjustable Conversion Ratios", and after considering the terms
of the transaction, the Company determined that the unsecured debentures
contained an initial beneficial conversion feature ("BCF"). The BCF existed
because of a discount that will be given to the investor in the event of a
company-initiated conversion of the unsecured debentures prior to maturity.
These discounts will range from 4% to 12%, depending on the amount of debentures
converted into common stock. Accordingly, at time of conversion, the Company
will record as interest expense any applicable BCF based on the fair value of
the conversion feature on that date in the event of an early conversion of the
unsecured debentures into common stock. During the quarter ended June 30, 2003,
approximately $2,300,000 of unsecured debentures were converted into common
stock. As a result of the conversions, the Company recorded as interest expense
a non-cash charge of $478,723 for the BCF during the period.
<PAGE>

Sources and Uses of Cash

         As of June 30, 2003, we had $2,015,945 in cash and cash equivalents and
restricted cash of $11,512,630. Cash used in operations during the first six
months of 2003 and 2002 totaled $5,421,764 and $6,936,520, respectively, and
related to funding our net operating losses. The decrease as compared to the
first six months of 2002 was mainly a result of the Company's cost reduction
program implemented during the second quarter of 2002. The restricted cash
comprised $8.5 million of secured debentures issued in January 2003, $2.4
million of cash used for collateral in connection with Ballard's strategic
investment in the Company and $0.6 million of cash used for collateral as
security deposit held by our landlord in connection with the Company's amended
lease agreement. These funds used will not be available for use in operations
until the letters of credit have been reduced or terminated.

         Investing activities used cash of $365,404 during the first six months
of 2003 and provided cash $7,738,985 in the first six months of 2002. Cash
provided by Investing activities in the first six months of 2002 was a result of
maturities of held-to-maturity investments. Excluding the maturity of these
investments, investing activities in both years consisted primarily of purchases
of laboratory equipment necessary for the continuation of our research and
development activities and patent registration costs.

         In July 2002, the Company agreed to acquire a 50% non-controlling
interest in a European alkaline fuel cell company. The Company's investment is
accounted for by the equity method. During the first six months of 2003, the
Company provided cash contributions of $320,952 to the Affiliate for use in
operating activities. The Company has evaluated its Investment in Affiliate and
due to the uncertainty of the recoverability of the investment determined that
the fair value of the investment was currently zero. As a result, the Company
has written off the Investment in Affiliate.

         In April 2001, the Company amended its main operating lease to provide
for additional space for the Company's principal operating offices and
laboratories. The amended lease will expire in 2008 and contains options to
renew for an additional 8 years and will require the Company to pay its
allocated share of taxes and operating cost in addition to the annual base rent
payment. Future minimum annual lease commitments including allocated taxes and
maintenance under the amended operating leases are as follows:

   2003 (remaining six months)..............    $   242,155
   2004.....................................        484,310
   2005.....................................        484,310
   2006.....................................        484,310
   2007.....................................        484,310
     Thereafter.............................        443,950
                                                    -------
    Total...................................     $2,623,345
                                                 ==========

         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 technology. The recoverable grant is required to
be repaid when we generate net sales in a fiscal year. The repayment obligation,
which began in June 2001, ranges from 1% to 5% of net sales over a ten-year
period. We are obligated to repay the unpaid amount of the original grant at the
end of the ten-year period. We repaid approximately $21,000 of the award during
the second quarter of 2003, which represents 3% of the 2002 net sales.

         The primary source of cash flow for the remainder of calendar 2003 is
the conversion of secured and unsecured debentures into common shares. At any
time, the unsecured convertible debentures are convertible under three different
scenarios:

o        At the option of the holder, at any time and from time to time at
         $4.25 per share.

o        At the option of the Company, if (1) the average closing prices of the
         Company's common stock during any consecutive 30 trading days is equal
         to or greater than $5.10 per share and (2) the closing price for each
         of 15 trading days which need not be consecutive is equal to or greater
         than $5.10.
o        The Company may also convert $300,000 (or up to $2.5 million with
         investor consent) of unsecured debentures each 10 trading days at an
         adjusted conversion price equal to the volume weighted average of
         current market prices discounted from 4% to 12%. The discount to the
         adjusted conversion price depends on the cumulative amount of
         debentures converted as of the respective dates of conversion.

<PAGE>

         The secured convertible debentures in principal amount of $5.5 million
are convertible at the option of the holder, at any time and from time to time
at $4.25 per share. Following exchange of secured debentures for unsecured
debentures, the debentures so exchanged are convertible at the option of the
Company under the two circumstances set forth above.


         In order to exercise the Company's options to convert the debentures,
certain equity conditions must be satisfied as follows:

(xi)              the number of authorized but unissued and otherwise unreserved
                  shares of common stock is sufficient for such issuance;

(xii)             such shares of common stock are registered for resale pursuant
                  to an effective registration statement, and the prospectus
                  thereunder is available for use to sell such shares or all
                  such shares may be sold without volume restrictions pursuant
                  to Rule 144(k) under the Securities Act;

(xiii)            the common stock is listed or quoted (and is not suspended
                  from trading) on The NASDAQ National Market or SmallCap Market
                  or other eligible market and such shares of common stock are
                  approved for listing;

(xiv)             no event of default nor any event that with the passage of
                  time and without being cured would constitute an event of
                  default has occurred and not been cured, and

(xv)              no public announcement of a pending or proposed change of
                  control transaction has occurred that has not been
                  consummated.

         Warrants may not be exercised and debentures may not be converted to
the extent that a holder thereof would then beneficially own, together with its
affiliates, more than 9.999% of our common stock then outstanding subsequent to
the applicable conversion or exercise.

         Management believes that funds associated with the aforementioned
conversions will be available for use in operations until the debentures are
fully converted. We believe that our current cash and cash equivalents, together
with cash available from the financings together with future expected
conversions of the secured and unsecured debentures, and projected cash
generated from our operations will be sufficient to satisfy anticipated cash
needs of our operations through at least the next twelve months. 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 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.

Critical Accounting Policies

Application of Critical Accounting Policies

         The discussion and analysis of our financial condition and results of
operations is based on our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect our reported assets and liabilities,
revenues and expenses, and other financial information. Actual results may
differ significantly from these estimates under different assumptions and
conditions. In addition, our reported financial condition and results of
operations could vary due to a change in the application of a particular
accounting standard.

         We regard an accounting estimate underlying our financial statements as
a "critical accounting estimate" if the accounting estimate requires us to make
assumptions about matters that are highly uncertain at the time of estimation
and if different estimates that reasonably could have been used in the current
period, or changes in the estimate that are reasonably likely to occur from
period to period, would have had a material effect on the presentation of
financial condition, changes in financial condition, or results of operations.

         Not all of these significant accounting policies, however, require
management to make difficult, complex or subjective judgments or estimates. Our
management has discussed our accounting policies with the audit committee of our
board of directors, and we believe that our estimates relating to revenue
recognition, convertible debt and stock options described below fit the
definition of "critical accounting estimates."
<PAGE>

Revenue Recognition

         The Company's near term revenues will be derived substantially from
contracts that require the Company to deliver hydrogen generation technology,
management services, system design and prototype systems and licensing of
technology for test and evaluation. It is anticipated that revenues will be
recognized in the period in which the technology is delivered or licensed
revenue is earned.

Convertible Debt

         The Company accounts for the issuance and conversion of convertible
debt in accordance with APB No. 14, "Accounting for Convertible Debt and Debt
Issued with Stock Purchase Warrants". As a result, the Company records original
issue discounts to the extent the fair value of the debt is below the face value
of the instrument and amortizes the discount over the life of the instrument. To
the extent conversions of debt into common stock are made prior to the maturity
date of the instrument, the Company will record as interest expense a ratable
proportion of the discount associated with the face value of the debt converted.

         The Company accounts for issuances of convertible debt in accordance
with Emerging Issues Task Force ("EITF") No. 00-27, "Application of Issue No.
98-5 to Certain Convertible Instruments", and EITF No. 98-5, "Accounting for
Convertible Securities with Beneficial Conversion Features or Contingently
Adjustable Conversion Ratios". As a result of certain conversion price discounts
included within the Company's outstanding debt instruments, the Company will
record interest expense resulting from Beneficial Conversion Features as
described under the caption "Liquidity and Capital Resources" above.

Stock Options

         The Company has recorded non-cash charges in 2003 and 2002 to the fair
value of warrants issued to certain affiliates and third parties. Certain
affiliates have the ability to earn new awards based on defined milestones and
service periods. The accounting methodology requires a re-valuing of the related
earned warrants at each reporting period using a Black-Scholes pricing model.
Due to this variable accounting methodology, it is difficult to predict the
amount of additional non-cash charges the Company will incur related to these
warrants. The fair value of the Company's options and warrants issued to
affiliates was estimated at the date of grant using a Black-Scholes
option-pricing model.

         The Company also records non-cash charges for the difference between
the grant price and market price on the date of grant related to certain stock
options issued to employees and elected directors below market prices as defined
by APB No. 25. The non-cash charge is recognized ratably over the related
vesting period of the respective option contracts.

         The Company also discloses pro forma information regarding net income
and earnings per share that is required by SFAS No. 148. This information is
required to be determined as if the Company had accounted for its employee stock
options under the fair value method of that statement. The fair value of options
granted has been estimated at the date of grant using a Black-Scholes
option-pricing model.

         The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options that have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions, including the expected stock price
volatility. The Company's options have characteristics significantly different
from those of traded options, and changes in the subjective input assumptions
can materially affect the fair value estimate. Due to these highly subjective
assumptions, the non-cash charges incurred in the first six months of 2003 and
2002 for warrants issued to affiliates and the pro forma disclosures of net loss
and loss per share for the first six months of 2003 and 2002, are not likely to
be representative of non-cash charges and the pro forma effects on net loss and
loss per share, respectively, in future periods.
<PAGE>

FORWARD-LOOKING STATEMENTS

          This report contains forward-looking statements (within the meaning of
the Private Securities Litigation Reform Act of 1995) that are subject to risks
and uncertainties. Statements contained herein that are not statements of
historical fact may be deemed to be forward-looking information. When we use
words such as "plan," "believe," "expect," "anticipate," "intend" or similar
expressions, we are making forward-looking statements. You should not rely on
forward-looking statements because they are subject to 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 those indicated. Please note that we disclaim
any intention or obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise. These
factors include, but are not limited to, the following: (i) the cost and timing
of development and market acceptance of, and the availability of components and
raw materials required by a hydrogen fuel storage and delivery system, (ii)
competition from current, improving and alternate power technologies, (iii) our
ability to raise capital at the times, in the amounts and at costs and terms
that are acceptable to fund our business plan, (iv) our ability to protect our
intellectual property, (v) our ability to achieve budgeted revenue and expense
amounts, (vi) our ability to generate revenues from the sale or license of, or
provision of services related to, our technology , (vii) our ability to form
strategic alliances or partnerships to help promote our technology and achieve
market acceptance, (viii) our ability to generate design, engineering, or
management services revenue opportunities in the hydrogen generation or fuel
cell markets, and (ix) other factors discussed under the caption "Investment
Considerations" in our Annual Report on Form 10-K for the year ended December
31, 2002.

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. There can be no assurance that we will be able to enter
into these agreements to protect against price increases.

Item 4.           Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

         The Company's Chief Executive Officer and Acting Chief Financial
Officer has evaluated the effectiveness of the Company's disclosure controls and
procedures (as such term is defined in Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934, as amended) as of a date within 90 days prior
to the filing date of this quarterly report. Based on such evaluation, the
officer has concluded that, as of the evaluation date, the Company's disclosure
controls and procedures are effective in alerting them on a timely basis to
material information relating to the Company required to be included in the
Company's reports filed or submitted under the Exchange Act.

(b) Changes in Internal Controls.

         Since the evaluation date, there have not been any significant changes
in the Company's internal controls or in other factors that could significantly
affect such controls.





<PAGE>


                                     PART II


Item 2.  Changes in Securities and Use of Proceeds.

(a) None.

(b) None.

(c) The Company issued the following shares of its common stock ("Shares") to an
institutional and accredited investor ("Investor") upon conversion of an
aggregate amount of $2,300,000 principal amount of the Company's unsecured
convertible debentures owned by the Investor:

<TABLE>
<CAPTION>
               <S>                         <C>                                      <C>


                                           Amount of Unsecured Convertible          Number of Shares of Common
                  Date                                Debentures                           Stock Issued

                4/29/03                                $500,000                               287,357

                5/12/03                                $800,001                               516,129

                6/10/03                                $300,000                               200,000

                6/24/03                                $300,000                               198,675

                6/27/03                                $399,999                               254,776
</TABLE>

         The issuances of the Shares of Common Stock listed above were made by
the Company in reliance upon the exemption from registration under Section 4(2)
of the Securities Act of 1933, as amended. The resale of the Shares by the
Investor is registered pursuant to a registration statement declared effective
by the Securities and Exchange Commission.

(d) None.

<PAGE>

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

          Our 2003 Annual Meeting of Shareholders was held on April 23, 2003.
The meeting was called for the following purposes: (1) to elect ten directors to
serve on the Board of Directors, each for a one year term and until their
respective successors are elected, and (2) to ratify the Board of Directors'
appointment of Ernst & Young LLP as our independent public accountants for the
2003 fiscal year. There were no shareholder proposals. The results of the voting
was as follows:
<TABLE>
<CAPTION>
<S>                      <C>                <C>

Proposal (1):               VOTES FOR         WITHHELD
---------------           ----------------- ----------------
G. Chris Andersen          25,206,564        100,569
Kenneth R. Baker           25,206,564        100,569
William H. Fike            25,206,564        100,569
Alexander Maclachlan       25,206,564        100,569
Zoltan Merszei             25,206,564        100,569
H. David Ramm              25,206,564        100,569
James L. Rawlings          25,206,564        100,569
Richard L. Sandor          25,206,564        100,569
Stephen S. Tang            25,206,564        100,569
John R. Wallace            25,206,564        100,569
</TABLE>

<TABLE>
<CAPTION>
<S>                                          <C>          <C>              <C>

Proposal (2):                                 FOR            AGAINST          WITHHELD
---------------                              ------       --------------   -----------------
Ratification of Ernst & Young LLP as our
independent public accountants             25,182,511        50,427           74,195
</TABLE>

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

(a)      Exhibits

         10.30--    Change-in-Control Agreement made and entered into as of
                    April 11, 2003 by and between Millennium Cell Inc. and
                    Roland E. Lefebvre.

         99.1--     Certification of Chief Executive Officer Pursuant to 18
                    U.S.C. Section 1350, as adopted pursuant to Section 906 of
                    Sarbanes-Oxley Act of 2002.

         99.2--     Certification of Acting Chief Financial Officer Pursuant to
                    18 U.S.C. Section 1350, as adopted pursuant to Section 906
                    of Sarbanes-Oxley Act of 2002.

         (b)     Reports on Form 8-K


                  On April 29, 2003, the Company filed a Form 8-K under Item 7
         (Exhibits) to announce its financial results for the fiscal quarter
         ended March 31, 2003.



<PAGE>





                                   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.
           (Registrant)

           By: /s/ Stephen S. Tang
           Stephen S. Tang
           President, Chief Executive Officer and
           Acting Chief Financial Officer


August 13, 2003



<PAGE>



                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER


I, Stephen S. Tang, President and Chief Executive Officer of Millennium Cell
Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Millennium Cell Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: August 13, 2003
By /s/ Stephen S. Tang

Stephen S. Tang
President, Chief Executive Officer and
 Acting Chief Financial Officer

<PAGE>



                    CERTIFICATION OF CHIEF FINANCIAL OFFICER


I, Stephen S. Tang, Acting Chief Financial Officer of Millennium Cell Inc.,
certify that:

1. I have reviewed this quarterly report on Form 10-Q of Millennium Cell Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: August 13, 2003
By /s/ Stephen S. Tang

Stephen S. Tang
President, Chief Executive Officer and
Acting Chief Financial Officer