MECHANICAL TECHNOLOGY INC
10-Q, 2000-05-16
MEASURING & CONTROLLING DEVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549
                       __________________________________

                                   FORM 10-Q/A

    /X/ Quarterly report pursuant to Section 13 or 15 (d) of the Securities
                             Exchange Act of 1934

                For the quarterly period ended March 31, 2000

   / / Transition report pursuant to Section 13 or 15 (d) of the Securities
                             Exchange Act of 1934

                    For the period from________________to


                     _____________________________
                     Commission File Number 0-6890
                     _____________________________


                       MECHANICAL TECHNOLOGY INCORPORATED
             (Exact name of registrant as specified in its charter)


        New York                                               14-1462255
_______________________________                            ___________________
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)


                   3O South Pearl Street, Albany, New York 12207
          __________________________________________________________
          (Address of principal executive offices)        (Zip Code)

                              (518) 433-2170
                              ______________
             Registrant's telephone number, including area code

                              Not Applicable
                              ______________
   (Former name,former address and former fiscal year, if changed since last
                                    report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.   Yes X      No
                                                    __        __

             Class                             Outstanding at May 12, 2000
_____________________________                  _____________________________
Common stock, $1.00 Par Value                        35,283,210 Shares
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<PAGE>

                            PART II OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

At the Company's Annual Meeting of Shareholders ("Annual Meeting") held on
March 30, 2000, the Company's shareholders approved the following:

(1)  To elect the following directors for the terms of office noted:

                                         Against/             Broker
Nominee            Term    For           Withheld   Abstain   Non-Votes

Dale W. Church     3 year  10,947,337    12,350     -         -
Edward A. Dohring  3 year  10,947,337    12,350     -         -
David Eisenhaure   3 year  10,947,787    11,900     -         -

The other directors, whose terms of office as directors continued after the
Annual Meeting are: Alan P. Goldberg, George C. McNamee, E. Dennis O'Connor,
Dr. Walter L. Robb and Dr. Beno Sternlicht.

                                         Against/             Broker
(2) To ratify the          For           Withheld   Abstain   Non-Votes
reappointment
of PricewaterhouseCoopers
L.L.P. as independent
auditors for the fiscal
year ended
September 30, 2000:        10,948,772    5,765      5,150     -


(3) To approve an amendment
to the Company's Certificate
of Incorporation increasing
the number of authorized
shares of Common Stock
from 15,000,000 to
50,000,000:                10,203,531    745,261    10,895    -

<PAGE>
                                   SIGNATURE


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 thereunto duly authorized.


                                      Mechanical Technology Incorporated



05-16-2000                            s/Cynthia A. Scheuer
__________                            ______________________________________
 (Date)                               Cynthia A. Scheuer
                                      Vice President/Chief Financial Officer






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