<PAGE>   1
     As filed with the Securities and Exchange Commission on April 11, 2001
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)

                                   22-3726792
                      (I.R.S. Employer Identification No.)

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





                              MILLENNIUM CELL INC.
                              401(K) PLAN AND TRUST
                            (Full Title of the Plan)



                                 STEPHEN S. TANG
                             CHIEF EXECUTIVE OFFICER
                              MILLENNIUM CELL INC.
                              1 INDUSTRIAL WAY WEST
                           EATONTOWN, NEW JERSEY 07724
                     (Name and Address of Agent for Service)

                                 (732) 542-4000
          (Telephone Number, Including Area Code, of Agent For Service)


<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE



                                                                    PROPOSED
                                                                    MAXIMUM               PROPOSED
                                               AMOUNT TO BE         OFFERING              MAXIMUM             AMOUNT OF
          TITLE OF SECURITIES                    REGISTERED           PRICE               AGGREGATE         REGISTRATION
           TO BE REGISTERED                         (1)            PER SHARE (2)       OFFERING PRICE            FEE

<S>                                              <C>                  <C>                 <C>                    <C>
Common stock, par value $.001 per
share.............................................125,000             $6.61               $826,250               $207

</TABLE>

(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, this
         Registration Statement also covers an indeterminate number of shares of
         common stock which may be issued by reason of stock splits, stock
         dividends or similar transactions. In addition, pursuant to Rule 416(c)
         of the Securities Act of 1933, as amended, this Registration Statement
         also covers an indeterminate amount of interests to be offered or sold
         pursuant to the employee benefit plan described herein.

(2)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933 on the basis
         of the average of the high and low sales prices of the common stock on
         April 9, 2001, as reported on the NASDAQ National Market.
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as
amended, the documents containing the information specified in Part I of Form
S-8 will be sent or given to each participant in the Millennium Cell Inc. 401(k)
Plan and Trust. This document and the documents incorporated by reference in
this registration statement pursuant to Item 3 of Part II hereof, taken
together, constitute the Section 10(a) Prospectus.




                                       1
<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         Millennium Cell Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

         (1)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2000; and

         (2)      The description of the Registrant's Common Stock contained in
                  the registration statement on Form 8-A filed under the
                  Securities and Exchange Act of 1934 on July 19, 2000.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of this registration statement and prior to the
filing of a post-effective amendment which indicates that all shares of Common
Stock offered hereby have been sold or which de-registers all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference
into this registration statement and to be part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Our certificate of incorporation contains a provision permitted by
Delaware law that generally eliminates the personal liability of directors for
monetary damages for breaches of their fiduciary duty, including breaches
involving negligence or gross negligence in business combinations, unless the
director has breached his or her duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or a knowing violation of law, paid a dividend
or approved a stock repurchase in violation of the Delaware General Corporation
Law or obtained an improper personal benefit. This provision does not alter a
director's liability under the federal securities laws and does not affect the
availability of equitable remedies, such as an injunction or rescission, for
breach of fiduciary duty. Our by-laws provide that directors and officers shall
be, and in the discretion of our board of directors, non-officer employees may
be, indemnified by us to the fullest extent authorized by Delaware law, as it
now exists or may in the future be amended, against all expenses and liabilities
reasonably incurred in connection with service for or on our behalf. Our by-laws
also provide that the right of directors and officers to indemnification shall
be a contract right and shall not be exclusive of any other right now possessed
or hereafter acquired under any by-law, agreement, vote of stockholders or
otherwise. We currently hold an insurance policy insuring our directors and
officers against certain liabilities.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us as
described above, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is


                                       2
<PAGE>   4
therefore unenforceable. At present, there is no pending material litigation or
proceeding involving any of our directors, officers, employees or agents in
which indemnification will be required or permitted.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.


EXHIBIT
NUMBER          DESCRIPTION
-------         -----------
5.1             Opinion of Baker & McKenzie.

10.1            Millennium Cell Inc. 401(k) Plan and Trust.

23.1            Consent of Baker & McKenzie -- contained in the opinion
                appearing as Exhibit 5.1.

23.2            Consent of Ernst & Young LLP.

24.1            Power of Attorney (included as part of the signature page of
                this Registration Statement).

ITEM 9. UNDERTAKINGS.

        The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
        being made, a post-effective amendment to this registration statement:

         (i)      To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

         (ii)     To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement;

         (iii)    To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement;

provided however, that clauses (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the

                                       3
<PAGE>   5
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in such Act and will
be governed by the final adjudication of such issue.



                                       4
<PAGE>   6
                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Eatontown, state of New Jersey, on this 11th day of
April, 2001.

                           MILLENNIUM CELL INC.


                           By:          /s/  Stephen S. Tang
                                ------------------------------------------------
                                 Name:     Stephen S. Tang
                                 Title:    Chief Executive Officer and President



                                POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen S. Tang and Norman R. Harpster,
Jr., or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments and
post-effective amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact, agent or their substitutes may
lawfully do or cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

                   SIGNATURE                                               TITLE                                  DATE
                   ---------                                               -----                                  -----
  <S>                                                <C>                                                     <C>
  /s/           Stephen S. Tang                       Chief Executive Officer, President and Director        April 11, 2001
  -----------------------------
                Stephen S. Tang
                                                   Chief Financial Officer and Vice-President -- Finance     April 11, 2001
  /s/       Norman R. Harpster, Jr.                                  and Administration
  ---------------------------------
            Norman R. Harpster, Jr.

  /s/           John D. Giolli                                           Controller                          April 11, 2001
  ----------------------------
                John D. Giolli
                                                       Vice President -- Chief Scientific Advisor and        April 11, 2001
  /s/         Steven C. Amendola                                          Director
  ------------------------------
              Steven C. Amendola

  /s/          G. Chris Andersen                                          Director                           April 11, 2001
  ------------------------------
               G. Chris Andersen

  /s/          Kenneth R. Baker                                           Director                           April 11, 2001
  -----------------------------
               Kenneth R. Baker
</TABLE>

                                       5
<PAGE>   7
<TABLE>
<CAPTION>

<S>                                                                       <C>                                <C>
  /s/           William H. Fike                                           Director                           April 11, 2001
  -----------------------------
                William H. Fike

  /s/        Alexander MacLachlan                                         Director                           April 11, 2001
  -------------------------------
             Alexander MacLachlan

  /s/           Zoltan Merszei                                            Director                           April 11, 2001
  ----------------------------
                Zoltan Merszei

  /s/            H. David Ramm                                            Director                           April 11, 2001
  ----------------------------
                 H. David Ramm

  /s/          James L. Rawlings                                          Director                           April 11, 2001
  ------------------------------
               James L. Rawlings
</TABLE>

           Pursuant to the requirements of the Securities Act, the Plan
Administrator of the Millennium Cell Inc. 401(k) Plan and Trust has caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Eatontown, state of New Jersey, on this 11th day
of April, 2001.

                                 MILLENNIUM CELL INC. 401(k) PLAN AND TRUST


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



                                       6
<PAGE>   8
                                  EXHIBIT INDEX


EXHIBIT
NUMBER          DESCRIPTION
-------         -----------
5.1             Opinion of Baker & McKenzie.

10.1            Millennium Cell Inc. 401(k) Plan and Trust.

23.1            Consent of Baker & McKenzie -- contained in the opinion
                appearing as Exhibit 5.1.

23.2            Consent of Ernst & Young LLP.

24.1            Power of Attorney (included as part of the signature page of
                this Registration Statement).





                                       7
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{"company-data": {"conformed-name": "MILLENNIUM CELL INC", "cik": "0001114872", "assigned-sic": "3690", "irs-number": "223726792", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58692", "film-number": "1600459"}, "business-address": {"street1": "INDUSTRIAL WAY WEST", "city": "EATONTOWN", "state": "NJ", "zip": "07724", "phone": "7325424000"}, "mail-address": {"street1": "INDUSTRIAL WAY WEST", "city": "EATONTOWN", "state": "NJ", "zip": "07724"}}
1
     As filed with the Securities and Exchange Commission on April 11, 2001
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                    DELAWARE
         (State or Other Jurisdiction of Incorporation or Organization)

                                   22-3726792
                      (I.R.S. Employer Identification No.)

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

                              MILLENNIUM CELL INC.
                              401(K) PLAN AND TRUST
                            (Full Title of the Plan)

                                 STEPHEN S. TANG
                             CHIEF EXECUTIVE OFFICER
                              MILLENNIUM CELL INC.
                              1 INDUSTRIAL WAY WEST
                           EATONTOWN, NEW JERSEY 07724
                     (Name and Address of Agent for Service)

                                 (732) 542-4000
          (Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE

                                                                    PROPOSED
                                                                    MAXIMUM               PROPOSED
                                               AMOUNT TO BE         OFFERING              MAXIMUM             AMOUNT OF
          TITLE OF SECURITIES                    REGISTERED           PRICE               AGGREGATE         REGISTRATION
           TO BE REGISTERED                         (1)            PER SHARE (2)       OFFERING PRICE            FEE
Common stock, par value $.001 per
share.............................................125,000             $6.61               $826,250               $207
(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, this
         Registration Statement also covers an indeterminate number of shares of
         common stock which may be issued by reason of stock splits, stock
         dividends or similar transactions. In addition, pursuant to Rule 416(c)
         of the Securities Act of 1933, as amended, this Registration Statement
         also covers an indeterminate amount of interests to be offered or sold
         pursuant to the employee benefit plan described herein.

(2)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(h) under the Securities Act of 1933 on the basis
         of the average of the high and low sales prices of the common stock on
         April 9, 2001, as reported on the NASDAQ National Market.
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as
amended, the documents containing the information specified in Part I of Form
S-8 will be sent or given to each participant in the Millennium Cell Inc. 401(k)
Plan and Trust. This document and the documents incorporated by reference in
this registration statement pursuant to Item 3 of Part II hereof, taken
together, constitute the Section 10(a) Prospectus.

                                       1
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         Millennium Cell Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

         (1)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2000; and

         (2)      The description of the Registrant's Common Stock contained in
                  the registration statement on Form 8-A filed under the
                  Securities and Exchange Act of 1934 on July 19, 2000.

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of this registration statement and prior to the
filing of a post-effective amendment which indicates that all shares of Common
Stock offered hereby have been sold or which de-registers all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference
into this registration statement and to be part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Our certificate of incorporation contains a provision permitted by
Delaware law that generally eliminates the personal liability of directors for
monetary damages for breaches of their fiduciary duty, including breaches
involving negligence or gross negligence in business combinations, unless the
director has breached his or her duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or a knowing violation of law, paid a dividend
or approved a stock repurchase in violation of the Delaware General Corporation
Law or obtained an improper personal benefit. This provision does not alter a
director's liability under the federal securities laws and does not affect the
availability of equitable remedies, such as an injunction or rescission, for
breach of fiduciary duty. Our by-laws provide that directors and officers shall
be, and in the discretion of our board of directors, non-officer employees may
be, indemnified by us to the fullest extent authorized by Delaware law, as it
now exists or may in the future be amended, against all expenses and liabilities
reasonably incurred in connection with service for or on our behalf. Our by-laws
also provide that the right of directors and officers to indemnification shall
be a contract right and shall not be exclusive of any other right now possessed
or hereafter acquired under any by-law, agreement, vote of stockholders or
otherwise. We currently hold an insurance policy insuring our directors and
officers against certain liabilities.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling us as
described above, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is

                                       2
4
therefore unenforceable. At present, there is no pending material litigation or
proceeding involving any of our directors, officers, employees or agents in
which indemnification will be required or permitted.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

EXHIBIT
NUMBER          DESCRIPTION
-------         -----------
5.1             Opinion of Baker & McKenzie.

10.1            Millennium Cell Inc. 401(k) Plan and Trust.

23.1            Consent of Baker & McKenzie -- contained in the opinion
                appearing as Exhibit 5.1.

23.2            Consent of Ernst & Young LLP.

24.1            Power of Attorney (included as part of the signature page of
                this Registration Statement).

ITEM 9. UNDERTAKINGS.

        The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
        being made, a post-effective amendment to this registration statement:

         (i)      To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

         (ii)     To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement;

         (iii)    To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement;

provided however, that clauses (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the

                                       3
5
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in such Act and will
be governed by the final adjudication of such issue.

                                       4
6
                                   SIGNATURES

           Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Eatontown, state of New Jersey, on this 11th day of
April, 2001.

                           MILLENNIUM CELL INC.

                           By:          /s/  Stephen S. Tang
                                ------------------------------------------------
                                 Name:     Stephen S. Tang
                                 Title:    Chief Executive Officer and President

                                POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Stephen S. Tang and Norman R. Harpster,
Jr., or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments and
post-effective amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact, agent or their substitutes may
lawfully do or cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                               TITLE                                  DATE
                   ---------                                               -----                                  -----
/s/           Stephen S. Tang                       Chief Executive Officer, President and Director        April 11, 2001
  -----------------------------
                Stephen S. Tang
                                                   Chief Financial Officer and Vice-President -- Finance     April 11, 2001
  /s/       Norman R. Harpster, Jr.                                  and Administration
  ---------------------------------
            Norman R. Harpster, Jr.

  /s/           John D. Giolli                                           Controller                          April 11, 2001
  ----------------------------
                John D. Giolli
                                                       Vice President -- Chief Scientific Advisor and        April 11, 2001
  /s/         Steven C. Amendola                                          Director
  ------------------------------
              Steven C. Amendola

  /s/          G. Chris Andersen                                          Director                           April 11, 2001
  ------------------------------
               G. Chris Andersen

  /s/          Kenneth R. Baker                                           Director                           April 11, 2001
  -----------------------------
               Kenneth R. Baker
5
7
/s/           William H. Fike                                           Director                           April 11, 2001
  -----------------------------
                William H. Fike

  /s/        Alexander MacLachlan                                         Director                           April 11, 2001
  -------------------------------
             Alexander MacLachlan

  /s/           Zoltan Merszei                                            Director                           April 11, 2001
  ----------------------------
                Zoltan Merszei

  /s/            H. David Ramm                                            Director                           April 11, 2001
  ----------------------------
                 H. David Ramm

  /s/          James L. Rawlings                                          Director                           April 11, 2001
  ------------------------------
               James L. Rawlings
Pursuant to the requirements of the Securities Act, the Plan
Administrator of the Millennium Cell Inc. 401(k) Plan and Trust has caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Eatontown, state of New Jersey, on this 11th day
of April, 2001.

                                 MILLENNIUM CELL INC. 401(k) PLAN AND TRUST

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

                                       6
8
                                  EXHIBIT INDEX

EXHIBIT
NUMBER          DESCRIPTION
-------         -----------
5.1             Opinion of Baker & McKenzie.

10.1            Millennium Cell Inc. 401(k) Plan and Trust.

23.1            Consent of Baker & McKenzie -- contained in the opinion
                appearing as Exhibit 5.1.

23.2            Consent of Ernst & Young LLP.

24.1            Power of Attorney (included as part of the signature page of
                this Registration Statement).

                                       7