8-K

                       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):

                                 March 25, 2003

                                 PLUG POWER INC.
             (Exact Name of Registrant as Specified in its Charter)

         Delaware                    0-27527                    22-3672377
(State or Other Jurisdiction     (Commission File            (I.R.S. Employer
     of Incorporation)                Number)               Identification No.)


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

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



ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

     On March 25, 2003, Plug Power Inc., a Delaware corporation ("Plug Power"),
completed its acquisition of H Power Corp., a Delaware corporation ("H Power"),
pursuant to the Agreement and Plan of Merger, dated as of November 11, 2002, by
and among Plug Power, H Power and Monmouth Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Plug Power, as amended (the "Merger
Agreement"). The acquisition was effected through a merger (the "Merger") of
Monmouth Acquisition Corp. with and into H Power, with H Power surviving the
Merger as a wholly-owned subsidiary of Plug Power.

     Based upon the factors discussed in the Merger Agreement which were
utilized to determine the exchange ratio, each share of H Power common stock,
par value $0.001 per share ("H Power Common Stock"), outstanding immediately
prior to the effective time of the Merger is entitled to receive .8305 shares of
Plug Power common stock, par value $0.01 per share ("Plug Power Common Stock").
Any holder of H Power Common Stock who would otherwise be entitled to receive a
fraction of a share of Plug Power Common Stock will instead receive an amount of
cash equal to the product of such fraction and $5.08. Approximately 8.95 million
shares of Plug Power Common Stock will be issued in the Merger, bringing the
total number of shares of Plug Power Common Stock outstanding immediately
following the Merger to 60.0 million. Plug Power will issue the shares of Plug
Power Common Stock out of its authorized but unissued shares and will issue the
cash in lieu of fractional shares from its general working capital. The Merger
is being accounted for as a purchase transaction for accounting purposes.

     The Merger Agreement was negotiated at arm's length between representatives
of Plug Power and representatives of H Power. Neither Plug Power nor any officer
or director of Plug Power was affiliated with or had a material relationship
with H Power.

     A copy of the press release announcing the consummation of the Merger is
attached hereto as Exhibit 99.1 and is incorporated herein by reference in its
entirety.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

        (a) Financial Statements of the Business Acquired.

            The financial statements of H Power required to be filed as part of
            this report will be filed by Plug Power by amendment to this report
            as soon as practicable, but no later than June 9, 2003.

        (b) Pro Forma Financial Information.

            The pro forma financial information required to be filed as part of
            this report will be filed by Plug Power by amendment to this report
            as soon as practicable, but no later than June 9, 2003.


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        (c) Exhibits.

            2.1 Agreement and Plan of Merger, dated as of November 11, 2002, by
            and among Plug Power, H Power and Monmouth Acquisition Corp.
            (incorporated by reference to Plug Power's Form 8-K filed with the
            Securities and Exchange Commission on November 13, 2002).

            2.2 First Amendment to Agreement and Plan of Merger, dated as of
            November 26, 2002, by and among Plug Power, H Power and Monmouth
            Acquisition Corp. (incorporated by reference to Plug Power's Form
            S-4 filed with the Securities and Exchange Commission on November
            27, 2002).

            99.1 Press Release dated March 25, 2003.


                                                                               3



                                   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.

Dated:   March 27, 2003                        PLUG POWER INC.


                                               By: /s/ David A. Neumann
                                                   ------------------------
                                                   David A. Neumann
                                                   Chief Financial Officer


                                                                               4



                                  Exhibit Index

Exhibit No.       Description
- -----------       -----------
Exhibit 2.1       Agreement and Plan of Merger, dated as of November 11,
                  2002, by and among Plug Power, H Power and Monmouth
                  Acquisition Corp. (incorporated by reference to Plug Power's
                  Form 8-K filed with the Securities and Exchange Commission on
                  November 13, 2002).

Exhibit 2.2       First Amendment to Agreement and Plan of Merger, dated as
                  of November 26, 2002, by and among Plug Power, H Power and
                  Monmouth Acquisition Corp. (incorporated by reference to Plug
                  Power's Form S-4 filed with the Securities and Exchange
                  Commission on November 27, 2002).

Exhibit 99.1      Press Release dated March 25, 2003.


                                                                               5

EX-99.1

                                                                    Exhibit 99.1

March 25, 2003
PLUG POWER INC. AND H POWER CORP. ANNOUNCE CONSUMMATION OF MERGER

LATHAM, N.Y. and BELLEVILLE, N.J. - March 25, 2003 -- Plug Power Inc. (NASDAQ:
PLUG) and H Power Corp. (NASDAQ: HPOW) today announced the consummation of their
previously announced merger transaction.

The transaction was completed shortly after approval by the respective
stockholders of Plug Power and H Power. As a result of the transaction, H Power
stockholders will receive 0.8305 shares of Plug Power common stock for each
share of H Power common stock held immediately prior to the transaction. Based
on today's closing price for Plug Power common stock on the Nasdaq National
Market, the value of the Plug Power common stock to be issued to H Power
stockholders in the transaction is $47.3 million. Immediately following the
transaction, Plug Power will have approximately 60.0 million shares outstanding
and H Power will become a wholly owned subsidiary of Plug Power.

"We are pleased to have completed this transaction. We believe the fuel cell
industry continues to hold much promise, and expect that the path of
consolidation in this industry will continue as companies look to add value to
their organizations and position themselves for long-term success," said Dr.
Roger Saillant, President and Chief Executive Officer of Plug Power.

"The merger of H Power with Plug Power presents the best alternative for our
stockholders," said Dr. H. Frank Gibbard, Chief Executive Officer of H Power.
"Plug Power is a formidable competitor in the fuel cell industry, and with the
combination it has an even stronger position to capitalize on the long term
benefits of distributed power generation technology."

After giving effect to the merger, Plug Power has approximately $85 million in
unrestricted cash, which is anticipated to be sufficient, after integration
costs and expenses associated with the consummation of the merger, to fund
operations into 2005. Plug Power intends to serve a worldwide customer base
through its existing exclusive distribution agreements with GE Fuel Cell Systems
and DTE Energy Technologies.

In connection with the consummation of the merger, Plug Power has appointed Gary
Willis, formerly a member of the H Power board of directors, to the Plug Power
board of directors. "We are pleased to add Gary Willis to our board," said Dr.
Saillant. "He has a solid foundation in yield enhancement solutions and high
precision manufacturing. We look forward to his contributions at the board
level."

Plug Power further announced today that its stockholders have approved an
exchange of Plug Power options held by certain of its employees for Plug Power
restricted stock.

In connection with the merger, Stephens Inc. advised Plug Power and Lehman
Brothers advised H Power.

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 a joint venture with General Electric and through DTE Energy
Technologies in a four-state territory, consisting of Michigan, Illinois, Ohio
and Indiana. Plug Power's headquarters are located in Latham, N.Y., with offices
in Washington, D.C., and The Netherlands. For additional information on Plug
Power please visit http://www.plugpower.com.

Contact:

Plug Power Inc.
   David Neumann, 518/782-7700, ext. 1161
   Cynthia M. Mahoney, 518/782-7700, ext. 1973
   Web site: http://www. plugpower.com

###

This press release may contain statements, which are not historical facts and
are considered forward-looking within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements contain
projections of Plug Power's future results of operations, Plug Power's product
development expectations, Plug Power's financial position, Plug Power's future
ability to fund its operations or state other forward-looking information. In
some cases you can identify these statements by forward-looking words such as
"anticipate," "believe," "could," "estimate," "expect," "intend," "may,"
"should," "will" and "would" or similar words. You should not rely on
forward-looking statements because Plug Power's actual results may differ
materially from those indicated by these forward-looking statements as a result
of a number of important factors. These factors include, but are not limited to,
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; Plug Power's ability to
develop a commercially viable fuel cell system; the cost and timing of
developing Plug Power's fuel cell systems; market acceptance of Plug Power's
fuel cell systems; Plug



Power's reliance on Plug Power's 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 speed and extent of consolidation of the fuel
cell industry; the cost and availability of components and parts for Plug
Power's fuel cell systems; Plug Power's 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; fluctuation in the trading price and volume of Plug
Power's common stock; and other risks and uncertainties discussed under the
heading "Risk Factors" in Plug Power's joint proxy statement/prospectus on Form
S-4, as amended, filed with the Securities and Exchange Commission on February
12, 2003 and under the heading "Risk Factors" in Plug Power's annual report on
Form 10-K for the fiscal year ended December 31, 2001, filed with the Securities
and Exchange Commission on March 29, 2002, as well as in reports Plug Power
files from time to time with the Securities and Exchange Commission. Plug Power
does not intend to and undertakes no duty to update the information contained in
this press release.