Filed by Plug Power Inc.

                                   Pursuant to Rule 425 under the Securities Act
                                   of 1933, as amended, and deemed filed
                                   pursuant to Rule 14a-12 under the Securities
                                   Exchange Act of 1934, as amended

                                   Subject Company: H Power Corp.
                                   Commission File No.: 000-31195

This filing contains statements about Plug Power Inc. ("Plug Power"), H Power
Corp. ("H Power") and the proposed acquisition that are not historical facts and
are considered forward-looking within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are based upon current
expectations, forecasts and assumptions that are subject to risks, uncertainties
and other factors that could cause actual outcomes and results to differ
materially from those indicated by these forward-looking statements. These
risks, uncertainties and other factors include, but are not limited to: the
satisfaction of the conditions to closing, including receipt of shareholder and
regulatory approvals; the expected closing date of the transaction; the risk
that the transaction will not close; the risk that Plug Power will not integrate
and restructure the acquired business successfully; the risk that Plug Power
will incur unanticipated costs to integrate and restructure the acquired
business; the risk that H Power will require more cash than anticipated prior to
closing; fluctuation in the trading price and volume of Plug Power's common
stock; the risk that continuity of H Power operations will be disrupted in the
event the transaction does not close; Plug Power's ability to develop a
commercially viable fuel cell system; the cost and time required for Plug Power
to develop fuel cell systems; market acceptance of Plug Power's fuel cell
systems; Plug Power's reliance on its relationship with certain affiliates of
General Electric; Plug Power's ability to perform on its multi-generation
product plan in a manner satisfactory to GEFCS and DTE; Plug Power's ability to
manufacture fuel cell systems on a commercial basis; competitive factors, such
as price competition, competition from other power technologies and competition
from other fuel cell companies; the cost and availability of components and
parts for Plug Power's fuel cell systems; the ability to raise and provide the
necessary capital to develop, manufacture and market Plug Power's fuel cell
systems; Plug Power's ability to lower the cost of its fuel cell systems and
demonstrate their reliability; the cost of complying with current and future
governmental regulations; and other risks and uncertainties discussed under the
heading "Risk Factors" in Plug Power's annual report on Form 10-K for the fiscal
year ended December 31, 2001 and under the heading "Risk Factors" in H Power's
annual report on Form 10-K for the fiscal year ended May 31, 2001, as well as
the reports Plug Power and H Power file from time to time with the Securities
and Exchange Commission ("SEC"). Except as required by the Federal securities
laws, Plug Power and H Power undertake no duty to update or revise publicly any
forward-looking statements.

Plug Power will be filing relevant documents in connection with the transaction
with the SEC, including a registration statement on Form S-4 containing a joint
proxy statement/prospectus. Plug Power and H Power expect to mail the joint
proxy statement/prospectus to their respective shareholders in connection with
the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE
REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to
obtain these documents free of charge at the SEC's website, (http://www.sec.gov)
after they are filed. These documents may also be obtained free of charge by
directing a request to the Plug Power or H Power contacts listed at the
beginning of the news release included in this filing.



FOR IMMEDIATE RELEASE



Mark Schmitz                                            William L. Zang
Chief Financial Officer                                 Chief Financial Officer
Plug Power Inc.                                         H Power Corp.
Phone: (518) 782-7700                                   Phone: (973) 450-4400
Web site: www.plugpower.com                             Web site: www.hpower.com


                    PLUG POWER INC. TO ACQUIRE H POWER CORP.

                 FOR APPROXIMATELY $50.7 MILLION IN COMMON STOCK

LATHAM, N.Y. and BELLEVILLE, N.J., November 12, 2002 - Plug Power Inc. (NASDAQ:
PLUG) and H Power Corp. (NASDAQ: HPOWD) announced today that they have entered
into a definitive merger agreement pursuant to which Plug Power would acquire H
Power in a stock-for-stock exchange valued at approximately $50.7 million. The
two companies believe that the combination of these two leaders in the PEM fuel
cell industry will create a stronger company that is better positioned to
achieve long term commercial and financial success in this promising new
industry.

"We believe that this transaction will create a stronger and better capitalized
company that will immediately benefit from greater financial strength,
intellectual property and technical resources," said Dr. Roger Saillant,
President & CEO of Plug Power, who will continue to serve in both capacities.
"The combined entity will have 83 issued patents and 168 pending patent
applications worldwide," continued Saillant. "By pooling the resources of H
Power with Plug Power, we are better positioned to maintain a clear leadership
position in the market for stationary PEM fuel cells."

Dr. H. Frank Gibbard, CEO of H Power commented: "This combination should be very
rewarding to H Power shareholders as it represents a substantial premium to
recent stock prices. Over the past few months, our board has undertaken a
comprehensive strategic review with the sole objective of enhancing shareholder
value, and the board concluded that this transaction best achieves that
objective. The combination of Plug Power and H Power provides our shareholders
with an enhanced position to pursue what we believe to be attractive and
substantial opportunities in the stationary fuel cell markets."

Dr. Saillant added: "We firmly believe that the fuel cell industry holds great
potential, and that consolidation and collaboration are necessary to capture the
enormous market opportunity. The combination of H Power with Plug Power
demonstrates our commitment to position Plug Power for long-term commercial
success and shareholder return."

Under the terms of the agreement, unanimously approved by the Board of Directors
of each company, the exchange ratio is initially set at approximately
eight-tenths of a share of Plug Power for each H Power share. Based on this
initial exchange ratio, H Power shareholders would receive Plug Power common
shares equaling approximately $4.70 per share for each H Power share. The
initial exchange ratio will vary within upper and lower bounds of 10% in the
event that the value of Plug Power common stock during a defined pre-closing
period varies by more than 10% from $5.88 per share. In addition, the value to
be paid will vary depending on



the amount of H Power's cash, assets and liabilities at the closing date.
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 Plug Power
shares outstanding after the closing.

After closing, Plug Power plans to work quickly to streamline the business and
eliminate redundant operations, leading to an expected ongoing cash consumption
rate of $40 to $45 million annually. As part of the post-closing integration of
the combined business, it is anticipated that all operations will be
consolidated into Plug Power's headquarters, located in Latham, N.Y. Certain of
H Power's distribution and partnership agreements, including that with Energy
Co-Opportunity, Inc. ("ECO") and its affiliates, will be terminated upon
closing. The combined entity intends to serve a worldwide customer base through
its existing exclusive distribution agreements with GE Fuel Cell Systems and DTE
Energy Technologies. Plug Power expects that it will have approximately $90
million in cash at the closing date, which should be sufficient, after
integration costs, to fund operations into 2005.

The agreement requires approval by the shareholders of both companies. The
transaction is subject to clearance under the Hart-Scott-Rodino Antitrust
Improvements Act and other customary closing conditions. The transaction is
expected to close no later than the first quarter of 2003.

Stephens Inc. acted as financial advisor to Plug Power and Lehman Brothers acted
as financial advisor to H Power.

The companies will host a joint conference call today at 10:00 A.M. EST to
discuss the transaction. Those wishing to participate can do so by dialing (706)
634-1510 at least five minutes prior to the scheduled start-time. The call can
also be accessed on the Internet at http://www.plugpower.com/ or
http://www.hpower.com/.

Plug Power designs, develops and manufactures on-site electric power generation
systems utilizing Proton Exchange Membrane (PEM) fuel cells for stationary
applications. Plug Power's fuel cell systems are expected to be sold globally
through GE Fuel Cell Systems, a joint venture with General Electric, and through
DTE Energy Technologies, a subsidiary of DTE Energy, in a four-state territory,
which includes Michigan, Illinois, Ohio and Indiana. Plug Power also has
strategic relationships with Honda R&D and Vaillant. The Company's headquarters
are located in Latham, N.Y., with offices in Washington, D.C., and The
Netherlands.

H Power Corp. is a leading fuel cell manufacturing and development company,
which has designed PEM fuel cell systems to provide electricity for a wide range
of stationary and portable applications. The company recently launched the
commercial version of the EPAC500, a 500-watt, fuel cell-based power source, and
has developed pre-commercial stationary fuel cell products in the 4.5 kilowatt
range.

                                       ##

This press release contains statements about Plug Power, H Power and the
proposed acquisition that are not historical facts and are considered
forward-looking within the meaning of the Private Securities Litigation Reform
Act of 1995. These statements are based upon current expectations, forecasts and
assumptions that are subject to risks, uncertainties and other factors that
could cause actual outcomes and results to differ materially from those
indicated by these forward-looking statements. These risks, uncertainties and
other factors include, but are not limited to: the satisfaction of the
conditions to closing, including receipt of shareholder and



regulatory approvals; the expected closing date of the transaction; the risk
that the transaction will not close; the risk that Plug Power will not integrate
and restructure the acquired business successfully; the risk that Plug Power
will incur unanticipated costs to integrate and restructure the acquired
business; the risk that H Power will require more cash than anticipated prior to
closing; fluctuation in the trading price and volume of Plug Power's common
stock; the risk that continuity of H Power operations will be disrupted in the
event the transaction does not close; Plug Power's ability to develop a
commercially viable fuel cell system; the cost and time required for Plug Power
to develop fuel cell systems; market acceptance of Plug Power's fuel cell
systems; Plug Power's reliance on its relationship with certain affiliates of
General Electric; Plug Power's ability to perform on its multi-generation
product plan in a manner satisfactory to GEFCS and DTE; Plug Power's ability to
manufacture fuel cell systems on a commercial basis; competitive factors, such
as price competition, competition from other power technologies and competition
from other fuel cell companies; the cost and availability of components and
parts for Plug Power's fuel cell systems; the ability to raise and provide the
necessary capital to develop, manufacture and market Plug Power's fuel cell
systems; Plug Power's ability to lower the cost of its fuel cell systems and
demonstrate their reliability; the cost of complying with current and future
governmental regulations; and other risks and uncertainties discussed under the
heading "Risk Factors" in Plug Power's annual report on Form 10-K for the fiscal
year ended December 31, 2001 and under the heading "Risk Factors" in H Power's
annual report on Form 10-K for the fiscal year ended May 31, 2001, as well as
the reports Plug Power and H Power file from time to time with the Securities
and Exchange Commission ("SEC"). Except as required by the Federal securities
laws, Plug Power and H Power undertake no duty to update or revise publicly any
forward-looking statements.

Plug Power will be filing relevant documents in connection with the transaction
with the SEC, including a registration statement on Form S-4 containing a joint
proxy statement/prospectus. Plug Power and H Power expect to mail the joint
proxy statement/prospectus to their respective shareholders in connection with
the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE
REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors will be able to
obtain these documents free of charge at the SEC's website, (http://www.sec.gov)
after they are filed. These documents may also be obtained free of charge by
directing a request to the Plug Power or H Power contacts listed at the
beginning of this news release.

Plug Power, its directors and certain of its executive officers may be
considered participants in the solicitation of proxies in connection with the
proposed transaction. Information about the directors and executive officers of
Plug Power and their ownership of Plug Power stock is set forth in Plug Power's
proxy statement for its 2002 annual meeting of shareholders, which was filed
with the SEC on April 24, 2002. Additional information about the interests of
these participants may be obtained from reading the joint proxy
statement/prospectus regarding the transaction when it becomes available.

H Power, its directors and certain of its executive officers may be considered
participants in the solicitation of proxies in connection with the proposed
transaction. Information about the directors and officers of H Power and their
ownership of H Power stock is set forth in H Power's proxy statement for its
2002 annual meeting of shareholders, which was filed with the SEC on September
13, 2002. Additional information about the interests of these participants may
be obtained from reading the joint proxy statement/prospectus regarding the
transaction when it becomes available.