Registration No. 33-_______

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933

                       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,)

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

  MECHANICAL TECHNOLOGY INCORPORATED 1999 EMPLOYEE STOCK INCENTIVE PLAN
            -------------------------------------------------------
                           (Full Title of the Plan)

                               CYNTHIA A. SCHEUER
                            Chief Financial Officer
                       Mechanical Technology Incorporated
                            968 Albany-Shaker Road
                            Latham, New York 12210
                                (518) 785-2211
                                --------------
(Name, Address, and Telephone Number, including Area Code, of Agent for Service)

                                with a copy to:
                            CATHERINE S. HILL, PLLC
                                 1 Global View
                             Troy, New York  12180
                                  (518) 285-7586

CALCULATION OF REGISTRATION FEE
================================================================================
Title of Securities|Amount to be|Proposed Maximum|Proposed Maximum|  Amount of |
 to be Registered  | Registered | Offering Price |   Aggregate    |Registration|
                   |            |  Per Share(1)  |OfferingPrice(1)|    Fee     |
===============================================================================|
   Common Stock,   |  1,000,000 |                |                |            |
  $1.00 par value  |   shares   |     $19.625    |   $19,625,000  |    $5,456  |
================================================================================

(1) Estimated, pursuant to Rule 457(h) under the Securities Act of 1933, as
    amended, solely for the purpose of calculating the amount of the
    registration fee, based on the average of the bid and asked prices for the
    Common Stock quoted on April 19, 1999.




	                              PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to the instructions to Form S-8, the information required by the
instructions to Part I of Form S-8 to be included in the Section 10(a)
Prospectus is not included in this Registration Statement.


                                    PART II 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               
Item 3.  Incorporation of Documents by Reference.

The following documents filed by the Company with the Securities and Exchange
Commission are incorporated herein by reference:

a.  Annual Report on Form 10-K for the year ended September 30, 1998; 
b.  All other reports filed pursuant to Sections 13(a) or 15(d) of the
    Securities Exchange Act of 1934, as amended, since the end of the Company's
    fiscal year covered by said Form 10-K Report; and
c.  The description of the Company's Common Stock included in the Registration
    Statement on Form 10 filed in connection with the registration of the
    Company's Common Stock under Section 12(g) of the Securities Exchange Act
    of 1934.

All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this Registration Statement and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold, or which de-registers all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
respective date of filing of each such document.

Item 4. Description of Securities.

         not applicable

Item 5. Interests of Named Experts and Counsel.

         not applicable


Item 6. Indemnification of Directors and Officers

The Company's By-Laws require the Company to indemnify its Directors and
officers against claims asserted against them in their capacities as such,
including claims under the Securities Act of 1933, to the fullest extent
permitted by the New York Business Corporation Law (BCL), obligate the Company
to advance such persons the costs of their defense against such claims, and
contain other provisions designed to ensure for such persons the maximum
protection possible against such claims.  In addition to indemnification by
the Company under these By-Law provisions, the Company maintains indemnification
insurance covering all officers and Directors of the Company and its
subsidiaries, as permitted by BCL Section 726.

Item 7. Exemption from Registration Claimed

          not applicable

Item 8. Exhibits.

Exhibit Number 			Description
- --------------                  -----------
                 
     5.1        Opinion of Catherine S. Hill, PLLC
     
    23.1        Consent of PricewaterhouseCoopers LLP

    23.2        Consent of Catherine S. Hill, PLLC - included in its opinion
                filed as Exhibit 5.1

Item 9. Undertakings.

(a)  Rule 415 offerings.

       The undersigned registrant hereby undertakes:
       
         (1)  To file, during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement:
         
              (i)  To include any prospectus required by Section 10(a)(3) of
                   the Securities Act;
             (ii)  To reflect in the prospectus any facts or events arising
                   after the effective date of this Registration Statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represents a fundamental
                   change to the information set forth in this Registration
                   Statement; and
            (iii)  To include any material information with respect to the plan
                   of distribution not previously disclosed in this Registration
                   Statement or any material change to such information in this
                   Registration Statement;

       Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
       if the registration statement is on Form S-3 or Form S-8, and the
       information required to be included in a post-effective amendment by
       those paragraphs is contained in periodic reports filed by the registrant
       pursuant to Section 13 or Section 15(d) of the Exchange Act that are
       incorporated by reference in the registration statement.


         (2)  That, for the purpose of determining any liability under the
              Securities Act, each such post-effective amendment shall be deemed
              to be a new registration statement relating to the securities
              offered therein, and the offering of such securities at that time
              shall be deemed to be the initial bona fide offering thereof.
              
         (3)  To remove from registration by means of a post-effective
              amendment any of the securities being registered which remain
              unsold at the termination of the offering.

(b) Filings incorporating subsequent Exchange Act documents by reference.

       The undersigned registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act, each filing of the
       registrant's annual report pursuant to Section 13(a) or Section 15(d)
       of the Exchange Act (and, where applicable, each filing of an employee
       benefit plan's annual report pursuant to Section 15(d) of the Exchange
       Act) that is incorporated by reference in this Registration Statement
       shall be deemed to be a new registration statement relating to the
       securities offered therein, and the offering of such securities at that
       time shall be deemed to be the initial bona fide offering thereof.
		
(c) Filing of Registration Statement on Form S-8.

       Insofar as indemnification for liabilities arising under the Securities
       Act of 1933 may be permitted to directors, officers and controlling
       persons of the registrant pursuant to the foregoing provisions, or
       otherwise, the registrant has been advised that in the opinion of the
       Securities and Exchange Commission such indemnification is against public
       policy as expressed in the Act and is, therefore, unenforceable.  In the
       event that a claim for indemnification against such liabilities (other
       than the payment by the registrant of expenses incurred or paid by a
       director, officer or controlling person of the registrant in the
       successful defense of any action, suit or proceeding) is asserted by such
       director, officer or controlling person in connection with the securities
       being registered, the registrant will, unless in the opinion of its
       counsel the matter has been settled by controlling precedent, submit to a
       court of appropriate jurisdiction the question whether such
       indemnification by it is against public policy is expressed in the Act
       and will be governed by the final adjudication of such issue.


                                  SIGNATURES
Pursuant to the requirements of  the Securities Act, the Company certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement on Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Latham, State of New York, on April 22 , 1999.

					MECHANICAL TECHNOLOGY INCORPORATED
                                        
Date:   April 22, 1999                  By:  /s/ Cynthia A. Scheuer
                                           --------------------------------
                                           Cynthia A. Scheuer, Vice President
                                           and Chief Financial Officer
                                 
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.

     SIGNATURE                        TITLE                           DATE
     ---------                        -----                           ----
/s/ George C. McNamee        Chairman of the Board of Directors     4/22/99
- -------------------------
George C. McNamee
                              
/s/ Cynthia A. Scheuer       Chief Financial Officer                   "
- -------------------------  (Principal Financial and Accounting 
Cynthia A. Scheuer            Officer)  
	
/s/ Dale W. Church           Director                                  "
- -------------------------
Dale W. Church
	
/s/ Edward A. Dohring        Director                                  "
- -------------------------
Edward H. Dohring

/s/ Alan P. Goldberg         Director                                  "
- -------------------------
Alan  P. Goldberg

/s/ E. Dennis O'Connor       Director                                  "
- -------------------------
E. Dennis O'Connor

/s/ Dr. Walter L. Robb       Director                                  "
- -------------------------
Dr. Walter L. Robb

/s/ Dr. Beno Sternlicht      Director                                  "
- -------------------------
Dr. Beno Sternlicht


                             INDEX TO EXHIBITS

Exhibit Number 			Description
- --------------                  -----------

     5.1           Opinion of  Catherine S. Hill, PLLC

    23.1           Consent of PricewaterhouseCoopers LLP

    23.2           Consent of Catherine S. Hill, PLLC - included in its opinion
                   filed as Exhibit 5.1


                                                           Exhibit 5.1

April 22, 1999

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

I have acted as counsel to Mechanical Technology Incorporated, a New York
corporation (the "Company"), in connection with a Registration Statement on
Form S-8 that is about to be filed by the Company with the Securities and
Exchange Commission with respect to an aggregate of 1,000,000 shares of the
Company's Common Stock that may be issued pursuant to the Company's 1999
Employee Stock Incentive Plan.

In my opinion, the shares of the Company's Stock that may be issued pursuant
to the Plan will, upon issuance thereof in accordance therewith and upon
payment therefor in accordance therewith, be legally issued, fully paid and
non-assessable shares of the Company's Common Stock.

I hereby consent to the use of this opinion as an exhibit to the aforementioned
Registration Statement.

Very truly yours,

/s/ Catherine S. Hill




                                                           Exhibit 23.1

                      CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated November 6, 1998 relating to the
financial statements, which appears in Mechanical Technology Incorporated
and Subsidiaries Annual Report on Form 10-K for the year ended September 30,
1998.  We also consent to the incorporation by reference of our report dated
November 6, 1998 relating to the financial statement schedules, which appears
in such Annual Report on Form 10-K.

					
                                                 /s/PRICEWATERHOUSECOOPERS LLP

Albany, New York
April 22, 1999
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{"company-data": {"conformed-name": "MECHANICAL TECHNOLOGY INC", "cik": "0000064463", "assigned-sic": "3829", "irs-number": "141462255", "state-of-incorporation": "NY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76817", "film-number": "99598977"}, "business-address": {"street1": "968 ALBANY-SHAKER RD", "city": "LATHAM", "state": "NY", "zip": "12110", "phone": "5187852211"}, "mail-address": {"street2": "968 ALBANY SHAKER RD", "city": "LATHAM", "state": "NY", "zip": "12110"}}
Registration No. 33-_______

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933

                       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,)

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

  MECHANICAL TECHNOLOGY INCORPORATED 1999 EMPLOYEE STOCK INCENTIVE PLAN
            -------------------------------------------------------
                           (Full Title of the Plan)

                               CYNTHIA A. SCHEUER
                            Chief Financial Officer
                       Mechanical Technology Incorporated
                            968 Albany-Shaker Road
                            Latham, New York 12210
                                (518) 785-2211
                                --------------
(Name, Address, and Telephone Number, including Area Code, of Agent for Service)

                                with a copy to:
                            CATHERINE S. HILL, PLLC
                                 1 Global View
                             Troy, New York  12180
                                  (518) 285-7586

CALCULATION OF REGISTRATION FEE
================================================================================
Title of Securities|Amount to be|Proposed Maximum|Proposed Maximum|  Amount of |
 to be Registered  | Registered | Offering Price |   Aggregate    |Registration|
                   |            |  Per Share(1)  |OfferingPrice(1)|    Fee     |
===============================================================================|
   Common Stock,   |  1,000,000 |                |                |            |
  $1.00 par value  |   shares   |     $19.625    |   $19,625,000  |    $5,456  |
================================================================================

(1) Estimated, pursuant to Rule 457(h) under the Securities Act of 1933, as
    amended, solely for the purpose of calculating the amount of the
    registration fee, based on the average of the bid and asked prices for the
    Common Stock quoted on April 19, 1999.

	                              PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Pursuant to the instructions to Form S-8, the information required by the
instructions to Part I of Form S-8 to be included in the Section 10(a)
Prospectus is not included in this Registration Statement.

                                    PART II 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
               
Item 3.  Incorporation of Documents by Reference.

The following documents filed by the Company with the Securities and Exchange
Commission are incorporated herein by reference:

a.  Annual Report on Form 10-K for the year ended September 30, 1998; 
b.  All other reports filed pursuant to Sections 13(a) or 15(d) of the
    Securities Exchange Act of 1934, as amended, since the end of the Company's
    fiscal year covered by said Form 10-K Report; and
c.  The description of the Company's Common Stock included in the Registration
    Statement on Form 10 filed in connection with the registration of the
    Company's Common Stock under Section 12(g) of the Securities Exchange Act
    of 1934.

All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this Registration Statement and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold, or which de-registers all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
respective date of filing of each such document.

Item 4. Description of Securities.

         not applicable

Item 5. Interests of Named Experts and Counsel.

         not applicable

Item 6. Indemnification of Directors and Officers

The Company's By-Laws require the Company to indemnify its Directors and
officers against claims asserted against them in their capacities as such,
including claims under the Securities Act of 1933, to the fullest extent
permitted by the New York Business Corporation Law (BCL), obligate the Company
to advance such persons the costs of their defense against such claims, and
contain other provisions designed to ensure for such persons the maximum
protection possible against such claims.  In addition to indemnification by
the Company under these By-Law provisions, the Company maintains indemnification
insurance covering all officers and Directors of the Company and its
subsidiaries, as permitted by BCL Section 726.

Item 7. Exemption from Registration Claimed

          not applicable

Item 8. Exhibits.

Exhibit Number 			Description
- --------------                  -----------
                 
     5.1        Opinion of Catherine S. Hill, PLLC
     
    23.1        Consent of PricewaterhouseCoopers LLP

    23.2        Consent of Catherine S. Hill, PLLC - included in its opinion
                filed as Exhibit 5.1

Item 9. Undertakings.

(a)  Rule 415 offerings.

       The undersigned registrant hereby undertakes:
       
         (1)  To file, during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement:
         
              (i)  To include any prospectus required by Section 10(a)(3) of
                   the Securities Act;
             (ii)  To reflect in the prospectus any facts or events arising
                   after the effective date of this Registration Statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represents a fundamental
                   change to the information set forth in this Registration
                   Statement; and
            (iii)  To include any material information with respect to the plan
                   of distribution not previously disclosed in this Registration
                   Statement or any material change to such information in this
                   Registration Statement;

       Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
       if the registration statement is on Form S-3 or Form S-8, and the
       information required to be included in a post-effective amendment by
       those paragraphs is contained in periodic reports filed by the registrant
       pursuant to Section 13 or Section 15(d) of the Exchange Act that are
       incorporated by reference in the registration statement.

         (2)  That, for the purpose of determining any liability under the
              Securities Act, each such post-effective amendment shall be deemed
              to be a new registration statement relating to the securities
              offered therein, and the offering of such securities at that time
              shall be deemed to be the initial bona fide offering thereof.
              
         (3)  To remove from registration by means of a post-effective
              amendment any of the securities being registered which remain
              unsold at the termination of the offering.

(b) Filings incorporating subsequent Exchange Act documents by reference.

       The undersigned registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act, each filing of the
       registrant's annual report pursuant to Section 13(a) or Section 15(d)
       of the Exchange Act (and, where applicable, each filing of an employee
       benefit plan's annual report pursuant to Section 15(d) of the Exchange
       Act) that is incorporated by reference in this Registration Statement
       shall be deemed to be a new registration statement relating to the
       securities offered therein, and the offering of such securities at that
       time shall be deemed to be the initial bona fide offering thereof.
		
(c) Filing of Registration Statement on Form S-8.

       Insofar as indemnification for liabilities arising under the Securities
       Act of 1933 may be permitted to directors, officers and controlling
       persons of the registrant pursuant to the foregoing provisions, or
       otherwise, the registrant has been advised that in the opinion of the
       Securities and Exchange Commission such indemnification is against public
       policy as expressed in the Act and is, therefore, unenforceable.  In the
       event that a claim for indemnification against such liabilities (other
       than the payment by the registrant of expenses incurred or paid by a
       director, officer or controlling person of the registrant in the
       successful defense of any action, suit or proceeding) is asserted by such
       director, officer or controlling person in connection with the securities
       being registered, the registrant will, unless in the opinion of its
       counsel the matter has been settled by controlling precedent, submit to a
       court of appropriate jurisdiction the question whether such
       indemnification by it is against public policy is expressed in the Act
       and will be governed by the final adjudication of such issue.

                                  SIGNATURES
Pursuant to the requirements of  the Securities Act, the Company certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement on Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Latham, State of New York, on April 22 , 1999.

					MECHANICAL TECHNOLOGY INCORPORATED
                                        
Date:   April 22, 1999                  By:  /s/ Cynthia A. Scheuer
                                           --------------------------------
                                           Cynthia A. Scheuer, Vice President
                                           and Chief Financial Officer
                                 
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.

     SIGNATURE                        TITLE                           DATE
     ---------                        -----                           ----
/s/ George C. McNamee        Chairman of the Board of Directors     4/22/99
- -------------------------
George C. McNamee
                              
/s/ Cynthia A. Scheuer       Chief Financial Officer                   "
- -------------------------  (Principal Financial and Accounting 
Cynthia A. Scheuer            Officer)  
	
/s/ Dale W. Church           Director                                  "
- -------------------------
Dale W. Church
	
/s/ Edward A. Dohring        Director                                  "
- -------------------------
Edward H. Dohring

/s/ Alan P. Goldberg         Director                                  "
- -------------------------
Alan  P. Goldberg

/s/ E. Dennis O'Connor       Director                                  "
- -------------------------
E. Dennis O'Connor

/s/ Dr. Walter L. Robb       Director                                  "
- -------------------------
Dr. Walter L. Robb

/s/ Dr. Beno Sternlicht      Director                                  "
- -------------------------
Dr. Beno Sternlicht

                             INDEX TO EXHIBITS

Exhibit Number 			Description
- --------------                  -----------

     5.1           Opinion of  Catherine S. Hill, PLLC

    23.1           Consent of PricewaterhouseCoopers LLP

    23.2           Consent of Catherine S. Hill, PLLC - included in its opinion
                   filed as Exhibit 5.1

                                                           Exhibit 5.1

April 22, 1999

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

I have acted as counsel to Mechanical Technology Incorporated, a New York
corporation (the "Company"), in connection with a Registration Statement on
Form S-8 that is about to be filed by the Company with the Securities and
Exchange Commission with respect to an aggregate of 1,000,000 shares of the
Company's Common Stock that may be issued pursuant to the Company's 1999
Employee Stock Incentive Plan.

In my opinion, the shares of the Company's Stock that may be issued pursuant
to the Plan will, upon issuance thereof in accordance therewith and upon
payment therefor in accordance therewith, be legally issued, fully paid and
non-assessable shares of the Company's Common Stock.

I hereby consent to the use of this opinion as an exhibit to the aforementioned
Registration Statement.

Very truly yours,

/s/ Catherine S. Hill

                                                           Exhibit 23.1

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated November 6, 1998 relating to the
financial statements, which appears in Mechanical Technology Incorporated
and Subsidiaries Annual Report on Form 10-K for the year ended September 30,
1998.  We also consent to the incorporation by reference of our report dated
November 6, 1998 relating to the financial statement schedules, which appears
in such Annual Report on Form 10-K.

					
                                                 /s/PRICEWATERHOUSECOOPERS LLP

Albany, New York
April 22, 1999