Explanatory Note

Mechanical Technology, Incorporated (the “Registrant”) is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister certain shares of its common stock, par value $0.01 per share (the “Common Stock”), previously registered for issuance by the Registrant pursuant to its Form S-8 Registration Statement No. 333-182730, which was originally filed with the Securities and Exchange Commission (the “SEC”) on July 18, 2012 (the “Registration Statement”).  600,000 shares of Common Stock (the “Registered Shares”) were registered for issuance under the Registrant’s 2012 Equity Incentive Plan (the “Plan”), pursuant to the Registration Statement, plus such additional number of shares of Common Stock as necessary to satisfy the anti-dilution provisions of the Plan pursuant to Rule 416(a) under the Securities Act of 1933, as amended. 

The Registrant has issued 206,195 of the Registered Shares under the Plan.  The Registrant intends to terminate the registration of its Common Stock, and suspend its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) through the filing of a Form 15 with the SEC.  Because the Registrant will no longer file reports pursuant to the Exchange Act after the Form 15 is filed, and in accordance with an undertaking made by the Registrant in the Registration Statement to remove by means of a post-effective amendment any securities that remain unsold at the termination of the offering, the Registrant hereby terminates the effectiveness of the Registration Statement and removes from registration the 393,805 shares of Common Stock registered for issuance pursuant to the Registration Statement that remain unissued as of the date hereof.