**CERTIFICATE
      ELIMINATING**




**REFERENCE
      TO THE**




**SERIES
      A CONVERTIBLE PREFERRED STOCK**




**FROM
      THE**




**CERTIFICATE
      OF INCORPORATION**




**OF**




**MILLENNIUM
      CELL INC.**










Pursuant
      to the provisions of Section 151(g) of the General Corporation Law of the State
      of Delaware, it is hereby certified that;





1.  The
      name
      of the Corporation  is
      “Millennium Cell Inc.” (the “Corporation”).





2.  The
      designation of the series of shares of stock of the Corporation to which this
      certificate relates is the Series A Convertible Preferred Stock, par value
      $0.001 per share (the “Series A Stock”).





3.  The
      designations of preferences, limitations, and relative rights of the Series
      A
      Stock were provided for in resolutions adopted by the Board of Directors of
      the
      Corporation pursuant to authority expressly vested in it by the provisions
      of
      the Certificate of Incorporation of the Corporation. A Certificate of the
      Designations of Preferences, Limitations, and Relative Rights of Series A
      Convertible Preferred Stock of Millennium Cell Inc. (the “Series A Certificate
      of Designations”) was filed with the Secretary of State of the State of Delaware
      on April 25, 2005, pursuant to the provisions of Section 151 of the General
      Corporation Law of the State of Delaware.





4.  The
      Board
      of Directors of the Corporation has adopted the following
      resolutions:





**RESOLVED** ,
      that
      none of the authorized shares of Series A Convertible Preferred Stock (the
      “Series A Stock”) of the Corporation designated pursuant to the Certificate of
      the Designations of Preferences, Limitations, and Relative Rights of Series
      A
      Convertible Preferred Stock of Millennium Cell Inc. (the “Series A Certificate
      of Designations”) remain outstanding, and





**RESOLVED** ,
      that no
      further shares of Series A Stock of the Corporation will be issued pursuant
      to
      the Series A Certificate of Designations, and





**RESOLVED** ,
      that
      the President or any Vice President of the Corporation be, and each hereby
      is,
      authorized and directed to execute on behalf of the Corporation and to cause
      to
      be filed with the Secretary of State of the State of Delaware a Certificate
      Eliminating Reference to the Series A Convertible Preferred Stock from the
      Certificate of Incorporation of Millennium Cell Inc. to eliminate reference
      to
      the Series A Stock and that all such shares designated as Series A Stock under
      the Series A Certificate of Designations, filed with the Secretary of State
      of
      Delaware on April 25, 2005, shall be restored to their original status of
      authorized but unissued shares of Preferred Stock of the
      Corporation.





5.  The
      effective date of this Certificate shall be upon filing.








Signed
      on
      July 7, 2005.








MILLENNIUM
      CELL INC.








By: /s/
      John D. Giolli


Name:  John
      D.
      Giolli


Title:   
      Chief Financial Officer and


Corporate
      Secretary