<HTML>
<HEAD>
<META NAME="Generator" CONTENT="Microsoft Word 97">
<TITLE> </TITLE>
<META NAME="subject" CONTENT=" ">
<META NAME="keywords" CONTENT=" ">
<META NAME="doccomm" CONTENT=" ">
</HEAD>
<BODY LINK="#0000ff" VLINK="#800080">

<FONT SIZE=3><P ALIGN="CENTER">As filed with the Securities and Exchange Commission on June 5, 2006</P>
<P ALIGN="RIGHT">Registration No. 333-_____</P>

<B><P ALIGN="CENTER">UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C.  20549</P>
<P ALIGN="CENTER">FORM S-8</P>
<P ALIGN="CENTER">REGISTRATION STATEMENT UNDER<BR>
THE SECURITIES ACT OF 1933</P>
<P ALIGN="CENTER">MECHANICAL TECHNOLOGY INCORPORATED</B><BR>
(Exact Name of Registrant as Specified in Its Charter)</P></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=468>
<TR><TD WIDTH="62%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="CENTER">New York</B></FONT></TD>
<TD WIDTH="38%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="CENTER">14-1462255</B></FONT></TD>
</TR>
<TR><TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">(State or Other Jurisdiction of Incorporation or Organization)</FONT></TD>
<TD WIDTH="38%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
<TR><TD WIDTH="62%" VALIGN="TOP">
<B><FONT SIZE=3><P ALIGN="CENTER">431 New Karner Road</P>
<P ALIGN="CENTER">Albany, New York</B></FONT></TD>
<TD WIDTH="38%" VALIGN="BOTTOM">
<B><FONT SIZE=3><P ALIGN="CENTER">12205</B></FONT></TD>
</TR>
<TR><TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">(Address of Principal Executive Offices)</FONT></TD>
<TD WIDTH="38%" VALIGN="TOP">
<FONT SIZE=3><P ALIGN="CENTER">(Zip Code)</FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<B><FONT SIZE=3><P ALIGN="CENTER">Mechanical Technology Incorporated</P>
<P ALIGN="CENTER">2006 Equity Incentive Plan</P>
</B><P ALIGN="CENTER">(Full Title of the Plan)</P>
<B><P ALIGN="CENTER">Cynthia A. Scheuer</P>
<P ALIGN="CENTER">Vice President, Chief Financial Officer and Secretary</P>
<P ALIGN="CENTER">Mechanical Technology Incorporated</P>
<P ALIGN="CENTER">431 New Karner Road</P>
<P ALIGN="CENTER">Albany, New York 12205</P>
</B><P ALIGN="CENTER">(Name and Address of Agent For Service)</P>
<B><P ALIGN="CENTER">(518) 533-2200</P>
</B><P ALIGN="CENTER">(Telephone Number, Including Area Code, of Agent For Service)</P>
<B><I><P ALIGN="CENTER">Copies to</B></I>:</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=624>
<TR><TD WIDTH="42%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="19%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="38%" VALIGN="TOP">
<B><P ALIGN="CENTER">Knute J. Salhus, Esq.</P>
<P ALIGN="CENTER">Wilmer Cutler Pickering</P>
<P ALIGN="CENTER">Hale and Dorr LLP</P>
<P ALIGN="CENTER">399 Park Avenue</P>
<P ALIGN="CENTER">New York, New York 10022</P>
<P ALIGN="CENTER">(212) 230-8800</B></TD>
</TR>
</TABLE>

<FONT SIZE=3><P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=624>
<TR><TD WIDTH="17%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">Title of Securities to be Registered</FONT></TD>
<TD WIDTH="23%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">Amount to be Registered(1)</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">Proposed Maximum Offering Price Per Share</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">Proposed Maximum Aggregate Offering Price</FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM">
<FONT SIZE=3><P ALIGN="CENTER">Amount of Registration Fee</FONT></TD>
</TR>
<TR><TD WIDTH="17%" VALIGN="TOP">
<FONT SIZE=3><P>Common Stock, $0.01 par value per share</FONT></TD>
<TD WIDTH="23%" VALIGN="TOP">
<FONT SIZE=3>
<P ALIGN="CENTER">2,000,000 shares(2)</P>
<P ALIGN="CENTER"></FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=3><P>&nbsp;</P>
<P ALIGN="CENTER">$3.93(2)</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=3>
<P ALIGN="CENTER">$7,860,000(2)</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP">
<FONT SIZE=3>
<P ALIGN="CENTER">$841.02 </FONT></TD>
</TR>
</TABLE>
<DIR>
<DIR>

<FONT SIZE=3><P>(1)&#9;In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.</P>
<P>(2)&#9;Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq National Market on May 26, 2006.</P></DIR>
</DIR>

<OL TYPE="I">

<B><P ALIGN="CENTER"><LI><BR>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</LI></P>
<OL>

<LI>Plan Information.</LI>
</B><P>The information required by Item 1 is included in documents sent or given to participants in the plans covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the &quot;Securities Act&quot;).</P>
<B><LI>Registrant Information and Employee Plan Annual Information.</LI></OL>

</B><P>The written statement required by Item 2 is included in documents sent or given to participants in the plans covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act.</P>
<B><P ALIGN="CENTER"><LI><BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</LI></P>
<OL>

<LI>Incorporation of Documents by Reference.</LI>
</B><P>The registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the &quot;Exchange Act&quot;), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the &quot;Commission&quot;).   The following documents, which are on file with the Commission, are incorporated in this registration statement by reference:</P>
<OL TYPE="a">

<LI>The registrant's latest annual report filed pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule&nbsp;424(b) under the Securities Act that contains audited financial statements for the registrant's latest fiscal year for which such statements have been filed.</LI>
<LI>All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above.</LI>
<LI>The description of the securities contained in the registrant's registration statement on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.</LI></OL>

<P>All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of the filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.</P>
<B><LI>Description of Securities.</LI>
</B><P>Not applicable.</P>
<B><LI>Interests of Named Experts and Counsel.</LI>
</B><P>Not applicable. </P>
<B><LI>Indemnification of Directors and Officers.</LI>
</B><P>Pursuant to the statutes of the State of New York, a director or officer of a corporation is entitled, under specified circumstances, to indemnification by the corporation against reasonable expenses, including attorney's fees, incurred by him/her in connection with the defense of a civil or criminal proceeding to which he/she has been made, or threatened to be made, a party by reason of the fact that he/she was such director or officer.  In certain circumstances, indemnity is provided against judgments, fines and amounts paid in settlement.  In general, indemnification is available where the director or officer acted in good faith, for a purpose he/she reasonably believed to be in the best interests of the corporation.  Specific court approval is required in some cases.  The foregoing statement is subject to the detailed provisions of Sections 715, 717 and 721-725 of the New York Business Corporation Law.</P>
<P>Under provisions of Mechanical Technology Incorporated's Amended and Restated Certificate of Incorporation, Mechanical Technology Incorporated (&quot;MTI&quot;) shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, proceeding or suit (including one by or in the right of MTI to procure a judgment in its favor), whether civil or criminal, by reason of the fact that he, his testator or interstate is or was a director or officer of MTI, or is or was serving any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity at the request of MTI, against judgments, fines, amounts paid in settlement and expenses, including attorneys' fees, actually incurred as a result of or in connection with any such action, proceeding or suit, or any appeal therefrom, if such director or officer acted in good faith for a purpose which he reasonably believed to be in or not opposed to the best interests of MTI, and, in criminal actions or proceedings, in which he had no reasonable cause to believe that his conduct was unlawful; provided, however, that no indemnification shall be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained a financial profit or other advantage to which he was not legally entitled.</P>
<P>The directors and officers of MTI are covered by insurance policies indemnifying against certain liabilities, including certain liabilities arising under the Securities Act that might be incurred by them in such capacities.</P>
<B><LI>Exemption from Registration Claimed.</LI>
</B><P>Not applicable.</P>
<B><LI>Exhibits.</LI>
</B><P>The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.</P>
<B><LI>Undertakings.</LI><OL TYPE="a">

<OL>

</B><I><U><LI>Item 512(a) of Regulation S-K</I></U>.  The undersigned registrant hereby undertakes:</LI>
<P>(1)&#9;To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:</P>
<P>(i)&#9;To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;</P>
<P>(ii)&#9;To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which has been registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the &quot;Calculation of Registration Fee&quot; table in the effective registration statement;</P>
<P>(iii)&#9;To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;</P>
<I><P>provided, however</I>, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.</P>
<P>(2)&#9;That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering thereof.</P>
<P>(3)&#9;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.</P>
<I><U><LI>Item 512(b) of Regulation S-K</I></U>.  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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 <I>bona fide</I> offering thereof.</LI>
<I><U><LI>Item 512(h) of Regulation S-K</I></U>.  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 as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.</LI></OL>
</OL>
</OL>
</OL>


<B><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">SIGNATURES</P>
</B><P>Pursuant to the requirements of the Securities Act of 1933, the registrant 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Albany, State of New York, on June 5, 2006</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P>MECHANICAL TECHNOLOGY INCORPORATED</P>

<P>By:&#9;<U>/S/ Steven N. Fischer</P><DIR>

</U><P>Steven N. Fischer</P>
<P>Chief Executive Officer</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<B><P ALIGN="CENTER">POWER OF ATTORNEY AND SIGNATURES</P>
</B><P>We, the undersigned officers and directors of Mechanical Technology Incorporated, hereby severally constitute and appoint Steven N. Fischer and Cynthia A. Scheuer, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Mechanical Technology Incorporated to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.</P>

<P>Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="33%" VALIGN="TOP">
<B><U><FONT SIZE=3><P>Signature</B></U></FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<B><U><FONT SIZE=3><P>Capacity</B></U></FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<B><U><FONT SIZE=3><P>Date</B></U></FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=3><P>/S/ Steven N. Fischer&#9;</P>
</U><P>Steven N. Fischer</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=3><P>Chairman of the Board and Chief Executive Officer (Principal Executive Officer)</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=3><P>June 5, 2006</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="21%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=3><P>/S/ Cynthia A. Scheuer&#9;</P>
</U><P>Cynthia A. Scheuer</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=3><P>Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=3><P>June 5, 2006</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="21%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=3><P>/S/ Peng K. Lim&#9;</P>
</U><P>Peng K. Lim</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=3><P>Director</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=3><P>June 5, 2006</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="21%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=3><P>/S/ Thomas J. Marusak&#9;</P>
</U><P>Thomas J. Marusak</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=3><P>Director</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=3><P>June 5, 2006</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="21%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=3><P>/S/ E. Dennis O'Connor&#9;</P>
</U><P>E. Dennis O'Connor</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=3><P>Director</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=3><P>June 5, 2006</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="21%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=3><P>/S/ William P. Phelan&#9;</P>
</U><P>William P. Phelan</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=3><P>Director</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=3><P>June 5, 2006</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="21%" VALIGN="TOP">&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=3><P>/S/ Walter L. Robb&#9;</P>
</U><P>Dr. Walter L. Robb</FONT></TD>
<TD WIDTH="45%" VALIGN="TOP">
<FONT SIZE=3><P>Director</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=3><P>June 5, 2006</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="45%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="21%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>

<FONT SIZE=3>
<B><P>&nbsp;</P>
</B><P>&nbsp;</P>
<B><P ALIGN="CENTER">INDEX TO EXHIBITS</P></B></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=590>
<TR><TD WIDTH="25%" VALIGN="TOP">
<U><FONT SIZE=3><P>Number</U> </FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<U><FONT SIZE=3><P>Description</U></FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P>4.1*</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P>Certificate of Incorporation of the registrant, as amended and restated and amended</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P>4.2*</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P>By-Laws of the registrant, as restated</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P>5</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P>Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P>23.1</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P>Consent of Wilmer Cutler Pickering Hale and Dorr LLP</P>
<P>(included in Exhibit 5)</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P>23.2</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P>Consent of PricewaterhouseCoopers LLP</FONT></TD>
</TR>
<TR><TD WIDTH="25%" VALIGN="TOP">
<FONT SIZE=3><P>24</FONT></TD>
<TD WIDTH="75%" VALIGN="TOP">
<FONT SIZE=3><P>Power of attorney (included on the signature pages of this registration statement)</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=3><P>____________</P><DIR>
<DIR>

<P>*&#9;Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant's Proxy Statement, Schedule 14A, dated March 9, 1998, and incorporated herein by reference.</P>
</DIR>
</DIR>
</FONT></BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "mtis8060506.htm", "description": "MECHANICAL TECHNOLOGY, INCORPORATED FORM S-8 06/5/06", "secsgml_size_bytes": 22333}]
{"company-data": {"conformed-name": "MECHANICAL TECHNOLOGY INC", "cik": "0000064463", "assigned-sic": "3829", "irs-number": "141462255", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-134730", "film-number": "06886160"}, "business-address": {"street1": "431 NEW KARNER ROAD", "street2": "BUILDING #4", "city": "ALBANY", "state": "NY", "zip": "12205", "phone": "5185332200"}, "mail-address": {"street1": "431 NEW KARNER ROAD", "street2": "BUILDING #4", "city": "ALBANY", "state": "NY", "zip": "12205"}}
As filed with the Securities and Exchange Commission on June 5, 2006
Registration No. 333-_____
UNITED STATES
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 Incorporation or Organization)
(I.R.S. Employer Identification No.)
431 New Karner Road
Albany, New York
12205
(Address of Principal Executive Offices)
(Zip Code)
Mechanical Technology Incorporated
2006 Equity Incentive Plan
(Full Title of the Plan)
Cynthia A. Scheuer
Vice President, Chief Financial Officer and Secretary
Mechanical Technology Incorporated
431 New Karner Road
Albany, New York 12205
(Name and Address of Agent For Service)
(518) 533-2200
(Telephone Number, Including Area Code, of Agent For Service)
Copies to
:
Knute J. Salhus, Esq.
Wilmer Cutler Pickering
Hale and Dorr LLP
399 Park Avenue
New York, New York 10022
(212) 230-8800
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount to be Registered(1)
Proposed Maximum Offering Price Per Share
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock, $0.01 par value per share
2,000,000 shares(2)
$3.93(2)
$7,860,000(2)
$841.02
(1)	In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq National Market on May 26, 2006.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Plan Information.
The information required by Item 1 is included in documents sent or given to participants in the plans covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Registrant Information and Employee Plan Annual Information.
The written statement required by Item 2 is included in documents sent or given to participants in the plans covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Incorporation of Documents by Reference.
The registrant is subject to the informational and reporting requirements of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission").   The following documents, which are on file with the Commission, are incorporated in this registration statement by reference:
The registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that contains audited financial statements for the registrant's latest fiscal year for which such statements have been filed.
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (a) above.
The description of the securities contained in the registrant's registration statement on Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of the filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Description of Securities.
Not applicable.
Interests of Named Experts and Counsel.
Not applicable.
Indemnification of Directors and Officers.
Pursuant to the statutes of the State of New York, a director or officer of a corporation is entitled, under specified circumstances, to indemnification by the corporation against reasonable expenses, including attorney's fees, incurred by him/her in connection with the defense of a civil or criminal proceeding to which he/she has been made, or threatened to be made, a party by reason of the fact that he/she was such director or officer.  In certain circumstances, indemnity is provided against judgments, fines and amounts paid in settlement.  In general, indemnification is available where the director or officer acted in good faith, for a purpose he/she reasonably believed to be in the best interests of the corporation.  Specific court approval is required in some cases.  The foregoing statement is subject to the detailed provisions of Sections 715, 717 and 721-725 of the New York Business Corporation Law.
Under provisions of Mechanical Technology Incorporated's Amended and Restated Certificate of Incorporation, Mechanical Technology Incorporated ("MTI") shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, proceeding or suit (including one by or in the right of MTI to procure a judgment in its favor), whether civil or criminal, by reason of the fact that he, his testator or interstate is or was a director or officer of MTI, or is or was serving any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity at the request of MTI, against judgments, fines, amounts paid in settlement and expenses, including attorneys' fees, actually incurred as a result of or in connection with any such action, proceeding or suit, or any appeal therefrom, if such director or officer acted in good faith for a purpose which he reasonably believed to be in or not opposed to the best interests of MTI, and, in criminal actions or proceedings, in which he had no reasonable cause to believe that his conduct was unlawful; provided, however, that no indemnification shall be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he personally gained a financial profit or other advantage to which he was not legally entitled.
The directors and officers of MTI are covered by insurance policies indemnifying against certain liabilities, including certain liabilities arising under the Securities Act that might be incurred by them in such capacities.
Exemption from Registration Claimed.
Not applicable.
Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
Undertakings.
Item 512(a) of Regulation S-K
.  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 of 1933;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which has been registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however
, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2)	That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of 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.
Item 512(b) of Regulation S-K
.  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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.
Item 512(h) of Regulation S-K
.  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 as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Albany, State of New York, on June 5, 2006
MECHANICAL TECHNOLOGY INCORPORATED
By:
/S/ Steven N. Fischer
Steven N. Fischer
Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Mechanical Technology Incorporated, hereby severally constitute and appoint Steven N. Fischer and Cynthia A. Scheuer, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Mechanical Technology Incorporated to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
Capacity
Date
/S/ Steven N. Fischer
Steven N. Fischer
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
June 5, 2006
/S/ Cynthia A. Scheuer
Cynthia A. Scheuer
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
June 5, 2006
/S/ Peng K. Lim
Peng K. Lim
Director
June 5, 2006
/S/ Thomas J. Marusak
Thomas J. Marusak
Director
June 5, 2006
/S/ E. Dennis O'Connor
E. Dennis O'Connor
Director
June 5, 2006
/S/ William P. Phelan
William P. Phelan
Director
June 5, 2006
/S/ Walter L. Robb
Dr. Walter L. Robb
Director
June 5, 2006
INDEX TO EXHIBITS
Number
Description
4.1*
Certificate of Incorporation of the registrant, as amended and restated and amended
4.2*
By-Laws of the registrant, as restated
5
Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
23.1
Consent of Wilmer Cutler Pickering Hale and Dorr LLP
(included in Exhibit 5)
23.2
Consent of PricewaterhouseCoopers LLP
24
Power of attorney (included on the signature pages of this registration statement)
____________
*	Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant's Proxy Statement, Schedule 14A, dated March 9, 1998, and incorporated herein by reference.