UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
_______________________________



  
    FORM
      8-K

CURRENT
  REPORT




  
    Pursuant to Section 13 or
      15(d) of the
Securities Exchange Act of
      1934

Date of Report (Date of earliest event
reported): December 20, 2008



  
    PLUG POWER
      INC.




  
    (Exact name of registrant
      as specified in charter)



  
    Delaware  
      
    0-27527  
      
    22-3672377  
  
    
      

    
    
    
      

    
    
    
      

    
  
    (State or
      Other  
      
    (Commission File
      Number)  
      
    (IRS
      Employer  
  
    Jurisdiction  
      
      
      
    Identification
      No.)  
  
    of
      Incorporation)  
      
      
      
      

968 Albany-Shaker Road, Latham, New York
12110
(Address of Principal Executive Offices)
(Zip Code)



  
    (518)
      782-7700
(Registrant's telephone
      number, including area code)

Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see
General Instruction A.2. below):

  
Written communications pursuant to Rule 425 under the
  Securities Act (17 CFR 230.425)
  
Soliciting material pursuant to Rule 14a-12 under the
  Exchange Act (17 CFR 240.14a-12)
  
Pre-commencement communications pursuant to Rule 14d-2(b)
  under the Exchange Act (17 
CFR 240.14d-2(b))
      Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))





  
    Item
8.01




  
    Other
Events.
>
On December 23, 2008, Plug Power Inc. (the
"Company") issued a press release announcing the sale by Smart Hydrogen Inc.
("Smart Hydrogen") to OJSC (Third Generation Company of the Wholesale
Electricity Market) ("OGK-3") of all 395,000 shares of the Company's Class B
Capital Stock as well as 5,126,939 shares of the Company's common stock
(representing an approximately 35% ownership stake in aggregate), the automatic
conversion of the Company's Class B Capital Stock into 39,500,000 shares of
common stock, and the termination of all the rights and obligations attached to
the Class B Capital Stock. The rights and obligations attached to the Class B
Capital Stock that terminated include but are not limited to the right to
appoint directors, veto rights and voting support obligations under the Investor
Rights Agreement dated as of June 29, 2006, as amended (the "Investor Rights
Agreement"). OGK-3 has executed a joinder agreement to the Investor Rights
Agreement and is prohibited from transferring its shares of the Company's Common
Stock to a competitor of the Company. OGK-3 is also bound by the same standstill
provisions that applied to Smart Hydrogen, as set forth in the Investor Rights
Agreement.
A copy of the press release issued by the Company
is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and
Exhibits.


  
    (d)
      Exhibits.  
      
      
  
           
       Exhibit Number  
      
             
                         
                         
                         
                         
       Title  
  
    
    
    
      

    
  
             99.1  
      
    Press Release of Plug
      Power Inc. dated December 23, 2008  






  
    SIGNATURES

     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 hereunto duly
authorized.
     PLUG POWER INC.
Date: December 23, 2008 By: /s/ Andrew Marsh
Andrew Marsh Chief Executive Officer