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 22, 2007

___________________

MECHANICAL TECHNOLOGY INCORPORATED

(Exact name of registrant as specified in charter)

New York

0-6890

14-1462255

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

431 New Karner Road, Albany, New York 12205

(Address of Principal Executive Offices) (Zip Code)

(518) 533-2200

(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):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On October 22, 2007, MTI MicroFuel Cells Inc. (“MTI Micro”), a majority-owned subsidiary of Mechanical Technology Incorporated (“MTI”), entered into a letter agreement dated October 18, 2007 and executed October 22, 2007 (the “Amendment”), amending its Alliance Agreement with Samsung Electronics Co., Ltd. (“Samsung”) dated May 16, 2006 (the “Agreement”). In the Amendment, MTI Micro and Samsung each acknowledges and agrees that the Agreement expired by its own terms, that the other has no outstanding obligations under the Agreement, and that each releases the other from any and all claims under the Agreement. The Amendment also modifies survival periods for certain provisions of the Agreement.

MTI Micro has received and recognized $875,000 of revenue in connection with the Agreement. As part of the Amendment and in further recognition of a continuing collaboration with Samsung, MTI Micro has issued a credit for the final outstanding invoice issued to Samsung in the amount of $125,000.

The Amendment also describes the continuing non-exclusive collaboration between MTI Micro and Samsung to prepare MTI Direct Methanol Fuel Cell (“DMFC”) products intended to meet Samsung’s expected needs for alternative power sources for its multiple phone products. As part of this collaboration, MTI Micro will share development updates with Samsung and loan prototypes to Samsung for evaluation. In addition, Samsung may request changes to product specifications until December 2008 and may purchase commercial DMFC samples from MTI Micro at mutually agreed prices.

The foregoing description of the terms of the Amendment is not complete and is qualified in its entirety by the terms and conditions of the Agreement and the Amendment, which is filed as Exhibit 10.150 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.	Description
10.150	Alliance Agreement and Future Collaboration Letter Agreement dated October 18, 2007 (Executed October 22, 2007) between Samsung Electronics Co., Ltd. and MTI MicroFuel Cells Inc.

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.

	MECHANICAL TECHNOLOGY INCORPORATED
Date: October 25, 2007		By:	/S/ CYNTHIA A. SCHEUER
	Name:		Cynthia A. Scheuer
	Title:		Vice President, Chief Financial Officer and Secretary

Exhibit 10.150

MTI MicroFuel Cells Inc.

431 New Karner Rd.

Albany, NY 12205

P: (518) 533-2200

F: (518) 533-2223

Samsung Electronics Co., Ltd.

TN - Global Alliance Group

Dong Suwon P.O. Box 105

416 Maetan-3dong, Yeongtong-gu,

Suwon-si, Gyeonggi-do 443-742

South Korea

Attn: Mr. Simon Kim

[Date] October 18, 2007

Re:

Alliance Agreement; Future Collaboration

Dear Mr. Kim,

With this letter, MTI and Samsung each hereby (i) acknowledges and agrees that the other has no outstanding obligations and (ii) releases the other from any and all claims, in each case under the Alliance Agreement between the parties dated May 16, 2006, including all exhibits and amendments thereto (the “Agreement”). Furthermore, MTI and Samsung further acknowledge the Agreement has expired as of its own terms and the only rights and obligations that survive thereunder are Sections 1, paragraphs (a), (b), (c) and (d) of 2.5, 2.9 (for the period set forth therein), 5, 6.2, 7 (for a period of six (6) years from the date of this letter), 9 and 10 of the Agreement.

Without prejudice to the foregoing, as a continuing business collaboration, MTI will provide Samsung with status updates on MTI’s development of the direct methanol fuel cell (“DMFC”). From time to time, and if mutually agreed, (i) MTI will loan production samples of the DMFC (which, for the avoidance of doubt, shall not be deemed ‘DMFC Prototypes’ as had been defined in the Agreement) to Samsung for potential commercial applications and (ii) Samsung may request changes to the product specifications. If Samsung, at its sole discretion, decides to commercialize MTI’s solution prior to July 1, 2009, Samsung may purchase commercial samples, the price of such samples to be mutually agreed.

We at MTI look forward to continuing our non-exclusive collaboration with Samsung to prepare MTI DMFC products, as suggested in the attached non-binding timetable, to meet Samsung’s needs for alternative power sources for its mobile phone products.

Notwithstanding anything to the contrary, the foregoing future collaboration conditions shall terminate no later than six (6) months after the earlier of (i) July 1, 2009 and (ii) first commercial production of DMFCs by MTI. Except as otherwise agreed by the parties in writing, each party shall bear its own fees, costs and expenses incurred in connection with this letter and the activities contemplated hereunder. Notwithstanding anything to the contrary, this letter and/or any timetables shall not constitute, nor shall it be construed to be, an obligation or commitment of any party to commence or continue with negotiations or to enter into any contract or other arrangement.

If the foregoing correctly reflects the understanding between MTI and Samsung, please so indicate by signing and returning a copy to me.

Sincerely yours,

For and on behalf of

MTI MicroFuel Cells Inc.

/S/ Juan J. Becerra

October 22, 2007

By: Juan J. Becerra

VP, Market and Business Development

Agreed and accepted by

Samsung Electronics Co., Ltd.

(Name)_Simon Kim__________________

(Title)_SM, Global Alliance___________

/S/ Simon Kim

October 22, 2007

Suggested Commercialization Timetable

This document summarizes a suggested plan and activities which could lead up to commercialization of a fuel cell powered product.

Summary

•	MTI MicroFuel Cells is proceeding with the Mobion baseline product design.

•	Per the schedule, in 2008, MTI MicroFuel Cells will be preparing for manufacturing readiness for its Mobion baseline product.

•	Per the schedule, MTI MicroFuel Cells will be ready to launch the Mobion baseline product in 2009.

Requests for Changes and Prototype Evaluation

•	Samsung may request changes to the baseline design which may be accepted by MTI up until December 2008, after which time MTI will finalize its design.

•	Prototypes for evaluation by Samsung will be available beginning in the second half of 2008.

Suggested Commercialization Timetable