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<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our Report dated May 5, 2000 in Amendment No. 1 to the Registration
Statement (Form S-1 No. 33-37896) and related Prospectus of Millennium Cell LLC
for the registration of its common stock.
/s/ Ernst & Young LLP
New York, New York
July 14, 2000
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