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): October 29, 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):



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
      5.02  
      
    Departure of
      Directors or Principal Officers; Election of Directors; 
    
  
      
      
    Appointment of
      Principal Officers  


On October 29, 2008, J. Douglas Grant tendered
his resignation as a member of the Board of Directors of Plug Power Inc. (the
"Company"). The resignation will be effective the earlier of December 31, 2008
or the date on which the Board of Directors appoints his replacement. During the
past two years, Mr. Grant has been slowly reducing his participation on boards
of public companies on which he has served. Plug Power Inc. will be the final
public company board from which he will resign. Mr. Grant has no disagreements
with the Company on any matter relating to the Company's operations, policies or
practices.








  
    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: November 4,
      2008  
      
    By: /s/ Andrew Marsh  
  
      
      
             
       Andrew Marsh  
  
      
      
             
       Chief Executive Officer