============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 __________________________________ FORM 10-Q/A /X/ Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2000 / / Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the period from________________to _____________________________ Commission File Number 0-6890 _____________________________ MECHANICAL TECHNOLOGY INCORPORATED (Exact name of registrant as specified in its charter) New York 14-1462255 _______________________________ ___________________ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3O South Pearl Street, Albany, New York 12207 __________________________________________________________ (Address of principal executive offices) (Zip Code) (518) 433-2170 ______________ Registrant's telephone number, including area code Not Applicable ______________ (Former name,former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No __ __ Class Outstanding at May 12, 2000 _____________________________ _____________________________ Common stock, $1.00 Par Value 35,283,210 Shares ============================================================================== PART II OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders At the Company's Annual Meeting of Shareholders ("Annual Meeting") held on March 30, 2000, the Company's shareholders approved the following: (1) To elect the following directors for the terms of office noted: Against/ Broker Nominee Term For Withheld Abstain Non-Votes Dale W. Church 3 year 10,947,337 12,350 - - Edward A. Dohring 3 year 10,947,337 12,350 - - David Eisenhaure 3 year 10,947,787 11,900 - - The other directors, whose terms of office as directors continued after the Annual Meeting are: Alan P. Goldberg, George C. McNamee, E. Dennis O'Connor, Dr. Walter L. Robb and Dr. Beno Sternlicht. Against/ Broker (2) To ratify the For Withheld Abstain Non-Votes reappointment of PricewaterhouseCoopers L.L.P. as independent auditors for the fiscal year ended September 30, 2000: 10,948,772 5,765 5,150 - (3) To approve an amendment to the Company's Certificate of Incorporation increasing the number of authorized shares of Common Stock from 15,000,000 to 50,000,000: 10,203,531 745,261 10,895 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Mechanical Technology Incorporated 05-16-2000 s/Cynthia A. Scheuer __________ ______________________________________ (Date) Cynthia A. Scheuer Vice President/Chief Financial Officer