Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

The number of shares of common stock outstanding as of October 31, 2002April 30, 2003 was 50,865,30460,075,536 with a par value of $.01 per share.

Plug Power Inc. and subsidiarysubsidiaries (Company), was originally formed as a joint venture between Edison Development Corporation (EDC) and Mechanical Technology Incorporated (MTI) in the State of Delaware on June 27, 1997 and succeeded by merger to all of the assets, liabilities and equity of Plug Power, L.L.C. in November 1999.

The Company is a development stage enterprise formed to research,design, develop manufacture and distributemanufacture on-site electric power generation systems utilizing proton exchange membrane (PEM) fuel cells for stationary applications. The Company is focused on fuel cell systems with electrical output of approximately 1-100-kilowatts (kW), fueled by natural gas, liquid petroleum gas (LPG), and hydrogen gas for a variety of stationary applications. The Company is developing an architected technology platform from which it expects to offer multiple point products, ranging from DC back-up power for telecom applications to AC prime power for residential and light commercial applications.

The Company’s initial product is in the preliminary stages of field testing and marketing itsa fully integrated, grid-parallel 5-kW fuel cell system that operates on natural gas. This initial commercial product is being marketed to a limitedselect number of customers, including utilities, government entities and the Company’s distribution partners, GE Fuel Cell Systems, LLC and DTE Energy Technologies, Inc. ThisThe initial product is a limited edition fuel cell system that is intended to offer complementary, quality power, while demonstrating the market value ofprovide valuable field testing experience and data and demonstrate fuel cells as a preferred form of alternative distributed power generation. Subsequent enhancements to itsIn June 2002, the Company’s 5-kW product became the first fuel cell systems including its next generation systems are expectedsystem to be certified by the California Energy Commission under the state’s Rule 21 grid interconnection standard, and in July, the Company launched the GenSys^TM 5C, which added the capability of capturing heat for combined heat and power applications. In October, the Company added stand-by capability and launched the GenSys^TM 5CS. Stand-by capability allows the fuel cell system to provide power to critical loads upon grid interruption. The Company expects subsequent product enhancements to expand the market opportunity for its fuel cells by lowering the installed cost, decreasing operating and maintenance costs, increasing efficiency, and improving reliability, and adding features such as grid independence and co-generation of heat and electric power.

Acquisition of H Power Corp.: On November 12, 2002,March 25, 2003, the Company andconsummated a merger transaction with H Power Corp.  announced that they entered into(“H Power”), a definitive merger agreementcompany also involved in the design, development and manufacture of proton exchange membrane fuel cells and fuel cell systems, pursuant to which the Company would acquireacquired all of the outstanding shares of H Power in a stock-for-stock exchange valued at approximately $50.7 million. Underexchange. In connection with the termstransaction, H Power stockholders received 0.8305 shares of the agreement, the exchange ratio is initially set at approximately eight-tenths of aCompany’s common stock for each share of  H Power common stock held immediately prior to the transaction resulting in the issuance of 8,950,113 shares of the Company’s common stock. Immediately following the transaction, the Company for eachhad 60,049,328 shares outstanding and H Power share. The initial exchange ratio will vary within upper and lower boundsbecame a wholly-owned subsidiary of 10%Plug Power. For further information, see note 5 entitled “Acquisition of H Power Corp.” in the event thatnotes to the valuecondensed consolidated financial statements in this Form 10-Q.

Board of the Company's common stock during a defined pre-closing period varies by more than 10% from $5.88 per share. Currently, it is expected that H Power shareholders will receive $50.7 million of value and will own between approximately 13.3% and 15.8% of the Company's shares outstanding after the closing.

Offer to Exchange Options: On March 25, 2003, the shareholders approved a proposal for the Company to offer, to eligible employees, the right to exchange options to purchase shares of common stock with an exercise price greater than $8.53 for shares of the Company's Audit Committee.

At September 30, 2002,March 31, 2003, the Company had unrestricted cash, cash equivalents and marketable securities in the amount of $66.0$76.9 million and working capital of $66.4$76.0 million. Management believes that the Company’s currentcurrently available cash, cash equivalents and marketable securities will provide sufficient capital to fund operations for at least the next twelve months.

2.    Basis of Presentation

Principles of Consolidation:The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiary.subsidiaries. All significant intercompany transactions have been eliminated in consolidation.

Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed for the fiscal year ended December 31, 2001.

At September 30, 2002,March 31, 2003, the Company hashad restricted cash in the amount of $5,310,274,$5.0 million that is required to be placed in escrow to collateralize debt related to the purchase of real estate. The escrowed amounts are recorded under the captions, “Restricted cash” in the accompanying condensed consolidated balance sheets.

The Company defers recognition of product and service revenue where allas a result of the criteria forcancellation privileges and revenue recognition have not yet been achieved. Product and service revenue excludes revenue which has been deferred and is being recognized on a straight line basis as the cancellation privileges expire ratably over the periodstated contractual term, which are for periods of the underlying service and other contractual obligations within the Company’s initial commercial agreements for the delivery of fuel cell systems.six to twenty-four months. At September 30, 2002,March 31, 2003, the Company hashad deferred product and service revenue in the amount of $5.2$3.8 million.

In June 2002, the FASB issued SFAS No. 146,149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. SFAS No. 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, “Accounting for Costs Associated with Exit or DisposalDerivative Instruments and Hedging Activities”, which addresses accounting for restructuring and similar costs. SFAS No. 146 nullifies previous accounting guidance, principally EITF Issue No. 94-3. SFAS No. 146 requires that the liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF Issue No. 94-3, a liability for an exit cost was recognized at the date of the Company’s commitment to an exit plan. SFAS No. 146 also establishes that the liability should initially be measured and recorded at fair value. Accordingly, SFAS No. 146 may affect the timing of recognizing future restructuring costs as well as the amounts recognized.. The Company is required to adopt the provisions of SFAS No. 146149 for exitderivative instruments and hedging contracts entered into or disposal activities initiatedmodified after December 31, 2002.

3.    Loss Per Share

Loss per share for the Company is calculated as follows:

No options or warrants outstanding were included in the calculation of diluted loss per share because their impact would have been anti-dilutive.

In February 1999, we entered into a joint venturean agreement with GE MicroGen, Inc. to form GE Fuel Cell Systems, LLC (GEFCS), to exclusively market, sell, install and service certain of our stationary PEM fuel cell systems under 35 kW designed for use in residential, commercial and industrial stationary power applications on a global basis, with the exception of the states of Illinois, Indiana, Michigan and Ohio, in which DTE Energy Technologies, Inc. (“DTE”), has exclusive distribution rights. Plug Power has a 40 percent ownership interest in GEFCS. Under the terms of our distribution agreement with GEFCS, we serve as GEFCS’ exclusive supplier of the PEM fuel cell systems and related components meeting the specifications set forth in the distribution agreement. GE MicroGen, Inc. is an indirecta wholly owned subsidiary of General Electric Company that operates within the GE Power Systems business. We may, under certain circumstances, sell systems directly to governmental and quasi-governmental entities under the terms of our distribution agreement with GEFCS. With respect to fuel cell systems that we do sell directly we will provide, or enter into a subcontract to provide, product support services directly.

In connection with the original formation of GEFCS, and the Company’s distribution agreement with GEFCS, including amendments thereto, the Company issued 2,250,000 shares of its common stock, and an option to purchase 725,000 additional shares of itsit’s common stock to GE MicroGen, Inc. Thein exchange for a 25% interest in GEFCS. As of the date of issuance of such shares, the Company has capitalized $16.3$11.3 million, the fair value of the shares issued, and the option to purchase additional shares under the caption “Investment in affiliates” in the accompanying condensed consolidated balance sheets. This investment is considered to be an intangible asset in the form of a distribution agreement and is being amortized on a straight line basis over a ten year period, the term of the original distribution agreement.financial statements. In accordance with the terms of the agreement, General Electric will provide capital in the form of a loan not to exceed $8.0 million, to fund the operations of GEFCS.

In August 2001, the Company amended its agreements with GE Microgen, Inc. and GEFCS to expand GEFCS’ exclusive worldwide distribution rights to include all of the Company’s stationary PEM fuel cell systems, excluding those states serviced by DTE. In addition, the Company increased its ownership interest in GEFCS from 25% to 40%. In return, the Company granted GE Power Systems Equities, Inc. an option to purchase 725,000 shares of our common stock at any time prior to August 21, 2006 at an exercise price of $15.00 per share. The Company also replaced the product specifications, prices and delivery schedule in the GEFCS distribution agreement with a high-level, multi-generation product plan, with subsequent modifications being subject to mutual agreement, and extended the term of the agreement to December 31, 2014. In connection with these transactions, the Company capitalized $5.0 million, the fair value, calculated using the Black-Scholes pricing model, of the option to purchase 725,000 shares of Plug Power common stock, under the caption “Investment in affiliates” in the accompanying condensed consolidated financial statements, and is amortizing this amount over the remaining term of the original distribution agreement.

The Company accounts for its interest in GEFCS on the equity method of accounting and adjusts its investment by its proportionate share of income or losses under the caption “Equity in losses of affiliates” in the accompanying condensed consolidated statements of operations. GEFCS had an operating and net loss of approximately $257,000$93,000 for the ninethree months ended September 30, 2002.March 31, 2003. For the ninethree months ended September 30, 2002,March 31, 2003, equity in losses of affiliates, related to GEFCS, was approximately $1,447,000$485,000 including amortization of the related intangible asset of $1,344,000.

Under a separate agreement, the Company has agreed to source from General Electric Company technical support services for its product development effort, including engineering, testing, manufacturing and quality control services. Under this agreement, the Company has committed to purchase a minimum of $12.0 million of such services over a five yearfive-year period, which began September 30, 1999. Through September 30, 2002,March 31, 2003, the Company hashad purchased approximately $6.2$7.1 million of such services. General Electric Company has agreed to act as the agent in procuring certain equipment, parts and components and is providing training services to the Company’s employees regarding procurement activities pursuant to this agreement.

In March 2000, the Company acquired a 28% ownership interest in Advanced Energy Incorporated (AEI), formerly Advanced Energy Systems, Inc., in exchange for a combination of $1.5 million cash and Plug Power common stock valued at approximately $828,000. The Company accounts for its interest in AEI on the equity method of accounting and adjusts its investment by its proportionate

6.    Goodwill and Other Intangible Assets.” SFAS No. 141 requires that the purchase method of accounting be used for all business combinations. SFAS No. 141 specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported separately from goodwill. The Company adopted the provisions of SFAS No. 141 as of July 1, 2001.

Effective January 1, 2002, the Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets.” This statement changed the accounting for goodwill and indefinite-lived intangible assets from an amortization approach to an impairment-only approach. Goodwill and intangible assets with indefinite useful lives are subject to a periodic impairment test. If the carrying value of goodwill or an intangible asset exceeds its fair value, an impairment loss shall be recognized. Acquired intangible assets with determinable useful lives continue to be amortized over their estimated useful lives in proportion to the economic benefits consumed. These estimated useful lives are required to be reevaluated each reporting period. Amortizable intangible assets are to be reviewed for impairment in accordance with SFAS No. 144.

In conjunction with the adoption of SFAS No. 142, the Company reassessed the useful lives and the classification of its finite-lived acquired intangible assets and determined that no revisions were necessary. The gross carrying amount and accumulated amortization of the Company’s acquired intangible assets as of December 31, 20012002 and September 30, 2002March 31, 2003 were as follows:

Amortization expense for acquired intangible assets during the ninethree months ended September 30, 2002March 31, 2003 was $3,526,701.$962,746. Estimated amortization expense for the remainder of 20022003 and the five succeeding years are as follows:

7.    Stockholders’ Equity

Changes in stockholders’ equity for the ninethree months ended September 30, 2002 isMarch 31, 2003 are as follows:

Shareholder Class Action Lawsuit: As previously disclosed, in September 14, 2000, a shareholder class action complaint was filed in the federal district court for the Eastern District of New York alleging that wethe Company and various of ourits officers and a directordirectors violated certain federal securities laws by failing to disclose certain information concerning our products and future prospects. The action was brought on behalf of a class of purchasers of Plug Power stock who purchased the stock between February 14, 2000 and August 2, 2000. Subsequently, fourteen additional complaints with similar allegations and class periods were filed. By order dated October 30, 2000, the court consolidated the complaints into one action, entitled Plug Power Inc. Securities Litigation, CV-00-5553 (ERK) (RML). By order dated January 25, 2001, the Court appointed lead plaintiffs and lead plaintiffs’ counsel. Subsequently the plaintiffs served a consolidated amended complaint, which extends the class period to begin on October 29, 1999, and alleges claims under Sections 11, 12 and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Exchange Act of 1934, and Rule 10b-5 promulgated thereunder by the Securities & Exchange Commission, 17 C.F.R. 240 10b-5. Subsequently, Plaintiffs withdrew their claims under the Securities Act of 1933. Plaintiffs allege that the defendants made misleading statements and omissions regarding the state of development of the Company’s technologyprospects in a registration statement and proxy statement issued in connection with the Company’sour initial public offering (“IPO”) and in subsequent press releases. A consolidated amended complaint extending the class period was subsequently filed.

We served our motion to dismiss the claims in May 2001. By order dated January 21, 2003, the Court dismissed all claims relating to pre-IPO press releases, the IPO prospectus and are seeking damages. all but three post-IPO press releases. The Court ruled that the three remaining press releases raised questions of fact that could not be resolved in a motion to dismiss. The Court also denied the motion to dismiss the claims against the individual defendants at that time.

The Company believes that the remaining allegations in the consolidated amended complaint are without merit and intendintends to vigorously defend against thethose claims. The Company does not believe that the outcome of these actions will have a

We are a development stage enterprise formed to research,design, develop manufacture and distributemanufacture on-site electric power generation systems utilizing proton exchange membrane (PEM) fuel cells for stationary applications. We were formed in 1997, as a joint venture between Edison Development Corporation (EDC), a DTE Energy company and Mechanical Technology Incorporated (MTI). In addition, we have established an “extended enterprise” through strategic relationships with marketing, technology, supply chain, and government partners. See Management’s Discussion and Analysis of Financial Condition and Results of Operations—Acquisitions, Strategic Relationships and Development Agreements.

We are infocused on fuel cell systems with electrical output of approximately 1-100-kilowatt (kW), fueled by natural gas, liquid petroleum gas (LPG), and hydrogen gas, for a variety of stationary applications. We are developing an architected technology platform from which we expect to offer multiple point products, ranging from DC back-up power for telecom applications, to AC prime power for residential and light commercial applications. The platform approach is expected to improve our return on investment, while allowing us to leverage the preliminary stagesvolume of field testingseveral products into cost reduction of common platform components and marketing ourmodules.

Our initial commercial product is a fully integrated, grid-parallel 5 kW fuel cell system that operates on natural gas. This initial product is being marketed to a limitedselect number of customers, including utilities, government entities and our distribution partners, GE Fuel Cell Systems, LLC and DTE Energy Technologies, Inc. ThisThe initial product is a limited edition fuel cell system that is intended to offer complimentary, quality power, while demonstrating the market value ofprovide valuable field testing experience and data, and demonstrate fuel cells as a preferred form of alternative distributed power generation. Subsequent enhancements toIn June 2002, our 5-kW product became the first fuel cell systems including its next generation systems are expectedsystem to be certified by the California Energy Commission under the state’s Rule 21 grid interconnection standard, and in July, we launched the GenSys^TM 5C, which added the capability of capturing heat for combined heat and power applications. In October, we added stand-by capability and launched the GenSys^TM 5CS. Stand-by capability allows the fuel cell system to provide power to critical loads upon grid interruption. We expect subsequent product enhancements to expand the market opportunity for our fuel cells by lowering the installed cost, decreasing operating and maintenance costs, increasing efficiency, and improving reliability, and adding features such as grid independence and co-generation of heat and electric power.

Through September 30, 2002,March 31, 2003, our stockholders in the aggregate have contributed $292.8$293.0 million in cash, including $93.0 million in net proceeds from our initial public offering and $51.6 million in net proceeds from our follow-on public offering, of common stock, and $33.4 million in other contributions, consisting of in-process research and development, real estate, other in-kind contributions

and equity interests in affiliates.

From inception through September 30, 2002,March 31, 2003, we have incurred losses of $242.8$269.3 million and expect to continue to incur losses as we continue our product development and commercialization programs and prepare for the commencement of manufacturing operations. We expect that losses will fluctuate from quarter to quarter and that such fluctuations may be substantial as a result of, among other factors, the number of systems we produce and install, the related service requirements necessary to monitormaintain those systems and potential design changes required as a result of field testing.

Acquisition of H Power Corp.: On November 12, 2002, the Company andMarch 25, 2003, we consummated a merger transaction with H Power Corp. announced that they entered into(“ H Power”), a definitive merger agreementcompany also involved in the design, development and manufacture of proton exchange membrane fuel cells and fuel cell systems, pursuant to which we acquired all of the Company would acquireoutstanding shares of H Power in a stock-for-stock exchange. In connection with the transaction, H Power stockholders received 0.8305 shares of our common stock for each share of H Power common stock held immediately prior to the transaction resulting in the issuance of 8,950,113 shares of our common stock. Immediately following the transaction, we had 60,049,328 shares outstanding and H Power became a wholly-owned subsidiary of Plug Power. For further information, see note 5 entitled “Acquisition of H Power Corp.” in the notes to the condensed consolidated financial statements in this Form 10-Q.

Offer to Exchange Options: On March 25, 2003, our shareholders approved a proposal for us to offer, to eligible employees, the right to exchange valued at approximately $50.7 million.options to purchase shares of common stock, with an exercise price greater than $8.53 for shares of restricted common stock. If the exchange is implemented, the number of shares of restricted common stock to be granted will be equal to one-third of the number of shares of the common stock underlying the options validly tendered and accepted for exchange by us. We currently intend to commence the exchange in the second quarter of 2003.

Acquisitions, Strategic Relationships and Development Agreements

Since our inception, we have formed strategic relationships with suppliers of key components, developed distributor and customer relationships, and entered into development and demonstration programs with electric utilities, government agencies and other energy providers. In addition to the H Power acquisition described above under Recent Developments, we continue to maintain key relationships as part of our “extended enterprise” strategy, including:

GE Entities: In February 1999, we entered into an agreement with GE MicroGen, Inc. to form GE Fuel Cell Systems, LLC (GEFCS), to exclusively market, sell, install and service our stationary PEM fuel cell systems on a global basis, with the exception of the states of Illinois, Indiana, Michigan and Ohio, in which DTE Energy Technologies, Inc., has exclusive distribution rights. GE MicroGen, Inc. is a wholly owned subsidiary of General Electric Company that operates within the GE Power Systems business. Plug Power has a 40 percent ownership interest in GEFCS. Under the terms of theour distribution agreement the exchange ratio is initially set at approximately eight-tenths of a sharewith GEFCS, we serve as GEFCS’ exclusive supplier of the Company for each H Power share. The initial exchange ratio will vary within upperPEM fuel cell systems and lower bounds of 10%related components meeting the specifications set forth in the eventdistribution agreement. We may, under certain circumstances, sell systems directly to governmental and quasi-governmental entities under the terms of our distribution agreement with GEFCS. With respect to fuel cell systems that the valuewe do sell directly we will provide, or enter into a subcontract to provide, product support services directly.

Under a separate agreement, we have agreed to source from General Electric Company technical support services for our product development effort, including engineering, testing, manufacturing and quality control services. Under this agreement, we have committed to purchase a minimum of the Company's common stock during a defined pre-closing period varies by more than 10% from $5.88 per share. Currently, it is expected that H Power shareholders will receive $50.7$12.0 million of valuesuch services over a five year period, which began September 30, 1999. Through March 31, 2003, we have purchased approximately $7.1 million of such services and will own between approximately 13.3%we expect to fulfill our obligation over the remainder of its term. General Electric Company has agreed to act as the agent in procuring certain equipment, parts and 15.8% ofcomponents and is providing training services to the Company's shares outstanding after the closing.