MILLENNIUM CELL INC
S-8, EX-23.2, 2000-09-29
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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                                                                    EXHIBIT 23.2

                        CONSENT OF INDEPENDENT AUDITORS




We consent to the incorporation by reference in the Registration Statement
pertaining to the Millennium Cell Inc. Amended and Restated 2000 Stock Option
Plan, of our report dated May 5, 2000 with respect to the financial statements
of Millennium Cell LLC for the year ended December 31, 1999, filed with the
Securities and Exchange Commission on Form S-1 on August 9, 2000.



                                           /s/ ERNST & YOUNG LLP



New York, New York
September 29,2000


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