**March      31, 2008**

**0-21138**

**ENER1,      INC.**

|                  **Florida**                                                                |   |                   **59-2479377**                                      |
|--------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------------------------|
|                  State or other jurisdictionof                incorporation or organization |   |                    (I.R.S. EmployerIdentification                No.) |

**500      West Cypress Creek Road-Suite 100**

**Ft.      Lauderdale, Florida 33309**

**(954)      556-4020**

| Large accelerated filer o      |   | Accelerated filer                   o |
|-----------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------|
| Non-accelerated filer   o |   | Smaller reporting company x                                                                                                |

| **Class**                                              |   | **Outstanding                as of May 1, 2008** |
|--------------------------------------------------------|--------|--------------------------------------------------|
| Common                Stock, par value $0.01 per share |   | 100,056,112                                      |

----

**ENER1,      INC.**

**Form      10-Q for the Quarter Ended March 31, 2008**

|                                                                                                                                                  |   |   | Page         |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------------|--------|
| Part                I. FINANCIAL INFORMATION                                                                                                          |   |   |         |   |
|                                                                                                                                                  |   |   |         |   |
| Item                1. Financial Statements                                                                                                           |   |   |         |   |
|                                                                                                                                                  |   |   |         |   |
| Unaudited                  Consolidated Balance Sheets as of March 31, 2008 and December 31,                  2007                                    |   |   | 3            |   |
|                                                                                                                                                  |   |   |    |   |
| Unaudited                  Consolidated Statements of Operations for the three months ended                  March 31,                  2008 and 2007 |   |   | 4            |   |
|                                                                                                                                                  |   |   |    |   |
| Unaudited                  Consolidated Statement of Stockholders’ Equity (Deficit) for the three                  months ended March 31, 2008  |   |   | 5            |   |
|                                                                                                                                                  |   |   |    |   |
| Unaudited                  Consolidated Statements of Cash Flows for the three months ended                  March 31,                  2008 and 2007 |   |   | 6            |   |
|                                                                                                                                                  |   |   |    |   |
| Notes                to Consolidated Financial Statements (unaudited)                                                                                 |   |   | 8            |   |
|                                                                                                                                                  |   |   |    |   |
| Item                  2. Management's Discussion and Analysis of Financial Condition                  and Results                  of Operations      |   |   | 21           |   |
|                                                                                                                                                  |   |   |    |   |
| Item                3. Controls and Procedures                                                                                                        |   |   | 26           |   |
|                                                                                                                                                  |   |   |    |   |
| Part                II. OTHER INFORMATION                                                                                                             |   |   |         |   |
|                                                                                                                                                  |   |   |    |   |
| Item                1. Legal Proceedings                                                                                                              |   |   | 27           |   |
|                                                                                                                                                  |   |   |    |   |
| Item                6. Exhibits                                                                                                                       |   |   | 28           |   |
|                                                                                                                                                  |   |   |    |   |
| Signatures                                                                                                                                            |   |   | 34           |   |

----

ENER1,      INC. 

|                                                                                                                                                                                                         |   | **March                31,** |     | **December                31,** |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------|----------|---------------------------------|--------|
|                                                                                                                                                                                                         |   | **2008**                     |     | **2007**                        |   |
| **ASSETS**                                                                                                                                                                                                   |   |                         |     |                            |   |   |   |
| Current                assets                                                                                                                                                                                |   |                         |     |                            |   |   |   |
| Cash                and equivalents                                                                                                                                                                          |   | $                            | 13,620   |                            | $      | 24,826 |   |
| Accounts                receivable                                                                                                                                                                           |   |                         | 1,106    |                            |   | 102 |   |
| Prepaid                expenses and other current assets                                                                                                                                                     |   |                         | 546      |                            |   | 608 |   |
| Due                from related parties                                                                                                                                                                      |   |                         | 32       |                            |   | 94 |   |
|  Total                current assets                                                                                                                                                                    |   |                         | 15,304   |                            |   | 25,630 |   |
|                                                                                                                                                                                                         |   |                         |     |                            |   |   |   |
| Property                and equipment, net                                                                                                                                                                   |   |                         | 4,482    |                            |   | 4,287 |   |
| Equipment                deposits and restricted cash                                                                                                                                                        |   |                         | 5,519    |                            |   | - |   |
| Deferred                debenture and note costs net of amortization of $0 and $5,596,                respectively                                                                                           |   |                         | -        |                            |   | 835 |   |
| Other                                                                                                                                                                                                        |   |                         | 711      |                            |   | 549 |   |
|  Total                assets                                                                                                                                                                            |   | $                            | 26,016   |                            | $      | 31,301 |   |
|                                                                                                                                                                                                         |   |                         |     |                            |   |   |   |
| **LIABILITIES                AND STOCKHOLDERS' EQUITY (DEFICIT)**                                                                                                                                            |   |                         |     |                            |   |   |   |
| Current                liabilities                                                                                                                                                                           |   |                         |     |                            |   |   |   |
| Notes                payable - short-term                                                                                                                                                                    |   |                         | 85       |                            |   | 315 |   |
| Accounts                payable and accrued expenses                                                                                                                                                         |   |                         | 4,369    |                            |   | 3,798 |   |
| Derivative                liabilities                                                                                                                                                                        |   |                         | -        |                            |   | 10,144 |   |
|  Total                current liabilities                                                                                                                                                               |   |                         | 4,454    |                            |   | 14,257 |   |
|                                                                                                                                                                                                         |   |                         |     |                            |   |   |   |
| Convertible                notes, advances and accrued interest due to related party, net of                discounts of $0 and $5,250, respectively                                                         |   |                         | -        |                            |   | 8,315 |   |
| 2004                senior convertible debentures, net of discount of $0 and $3,597,                respectively                                                                                             |   |                         | -        |                            |   | 6,037 |   |
| 2005                senior convertible debentures, net of discount of $0 and $940,                respectively                                                                                               |   |                         | -        |                            |   | 1,141 |   |
|  Total                liabilities                                                                                                                                                                       |   |                         | 4,454    |                            |   | 29,750 |   |
| Redeemable                preferred stock                                                                                                                                                                    |   |                         |     |                            |   |   |   |
| EnerDel,                Inc. Series A Preferred, $0.01 par value, 500,000 shares authorized,                8,000                shares issued and outstanding; liquidation preference                $8,000 |   |                         | 9,157    |                            |   | 8,577 |   |
|                                                                                                                                                                                                         |   |                         |     |                            |   |   |   |
| Minority                interest                                                                                                                                                                             |   |                         | -        |                            |   | - |   |
| Commitments                and contingencies                                                                                                                                                                 |   |                         |     |                            |   |   |   |
|                                                                                                                                                                                                         |   |                         |     |                            |   |   |   |
| **STOCKHOLDERS'                EQUITY (DEFICIT)**                                                                                                                                                            |   |                         |     |                            |   |   |   |
| Common                stock, $0.01 par value, 135,714,286 shares authorized, 98,815,957                and                92,595,392 issued and outstanding, respectively *                                  |   |                         | 988      |                            |   | 925 |   |
| Paid                in capital                                                                                                                                                                               |   |                         | 266,218  |                            |   | 233,702 |   |
| Accumulated                deficit                                                                                                                                                                           |   |                         | (254,801 | )                               |   | (241,653 | ) |
|  Total                stockholders' equity (deficit)                                                                                                                                                    |   |                         | 12,405   |                            |   | (7,026 | ) |
|  Total                liabilities and stockholders' equity (deficit)                                                                                                                                    |   | $                            | 26,016   |                            | $      | 31,301 |   |

| * | The                shares of common stock authorized and issued and outstanding as of                March                31, 2008 and December 31, 2007 have been adjusted to reflect a 1 for 7                reverse stock split effective April 24,                2008. |
|---|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|                                                        |   | **Three                Months Ended March 31,** |    |
|-------------------------------------------------------------|--------|-------------------------------------------------|---------|
|                                                        |   | **2008**                                        |    | **2007** |   |
| Net                sales                                    |   | $                                               | 97      |   | $ | 39 |   |
| Cost                of sales                                |   |                                            | -       |   |   | - |   |
| Gross                profit                                 |   |                                            | 97      |   |   | 39 |   |
|                                                        |   |                                            |    |   |   |   |   |
| Operating                expenses:                          |   |                                            |    |   |   |   |   |
| General                and administrative                   |   |                                            | 2,582   |   |   | 1,884 |   |
| Research                and development, net                |   |                                            | 3,065   |   |   | 2,456 |   |
| Depreciation                and amortization                |   |                                            | 107     |   |   | 110 |   |
| Total                operating expenses                     |   |                                            | 5,754   |   |   | 4,450 |   |
| Loss                from operations                         |   |                                            | (5,657  | ) |   | (4,411 | ) |
|                                                        |   |                                            |    |   |   |   |   |
|                                                        |   |                                            |    |   |   |   |   |
| Other                income (expense):                      |   |                                            |    |   |   |   |   |
| Interest                expense                             |   |                                            | (11,625 | ) |   | (3,352 | ) |
| Interest                income                              |   |                                            | 123     |   |   | 1 |   |
| Equity                in loss of EnerStruct, Inc.           |   |                                            | -       |   |   | (40 | ) |
| Other                                                       |   |                                            | 75      |   |   | (36 | ) |
| Gain                on derivative liabilities               |   |                                            | 3,936   |   |   | 579 |   |
| Total                other expense                          |   |                                            | (7,491  | ) |   | (2,848 | ) |
|                                                        |   |                                            |    |   |   |   |   |
| Loss                before income taxes                     |   |                                            | (13,148 | ) |   | (7,259 | ) |
| Income                taxes                                 |   |                                            | -       |   |   | - |   |
| Net                loss before minority interest            |   |                                            | (13,148 | ) |   | (7,259 | ) |
| Minority                interest                            |   |                                            | (580    | ) |   | (458 | ) |
| Net                loss                                     |   |                                            | (13,728 | ) |   | (7,717 | ) |
|                                                        |   |                                            |    |   |   |   |   |
| Preferred                stock dividends                    |   |                                            | -       |   |   | (516 | ) |
| Net                loss attributable to common shareholders |        | $                                               | (13,728 | ) | $ | (8,233 | ) |
|                                                        |   |                                            |    |   |   |   |   |
| Net                loss per share:                          |   |                                            |    |   |   |   |   |
| basic                and diluted                            |   | $                                               | (0.15   | ) | $ | (0.13 | ) |
|                                                        |   |                                            |    |   |   |   |   |
| Weighted                average shares outstanding: *       |   |                                            |    |
| basic                and diluted                            |   |                                            | 93,369  |   |   | 62,728 |   |

| * | Share                and per share data for the three months ended March 31, 2008 and                2007 have                been adjusted to reflect a 1 for 7 reverse stock split effective                April 24,                2008. |
|---|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|                                                                                                                                                |   |                        |       | Additional             |   |        |   |    |    |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------|------------|------------------------|--------|-------------|--------|---------|---------|
|                                                                                                                                                |   | Common                Stock |       | Paid                In |   | Accumulated |   |    |    |
|                                                                                                                                                |   | Shares                *     |       | Amount                 |   | Capital     |   | Deficit |    | Total |   |
| Balance                December 31, 2007                                                                                                            |   |                        | 92,595,392 |                   | $      | 925         |   | $       | 233,702 |   | $ | (241,653 | ) | $ | (7,026 | ) |
|                                                                                                                                                |   |                        |       |                   |   |        |   |    |    |   |   |   |   |   |   |   |
| Employee                stock options exercised                                                                                                     |   |                        | 7,190      |                   |   | -           |   |    | -       |   |   | - |   |   | - |   |
| Shares                issued for conversions of senior debentures                                                                                   |   |                        | 2,257,741  |                   |   | 23          |   |    | 12,068  |   |   | - |   |   | 12,091 |   |
| Reduction                in derivative liability related to conversion of senior                debentures                                          |   |                        | -          |                   |   | -           |   |    | 6,208   |   |   | - |   |   | 6,208 |   |
| Acceleration                of discount related to conversion of senior debentures                                                                  |   |                        | -          |                   |   | -           |   |    | (3,974  | ) |   | - |   |   | (3,974 | ) |
| Shares                issued for conversions of Ener1 Group convertible notes                                                                       |   |                        | 3,955,634  |                   |   | 40          |   |    | 13,805  |   |   | - |   |   | 13,845 |   |
| Intrinsic                value of beneficial conversion feature for Ener1 Group convertible                notes                                    |   |                        | -          |                   |   | -           |   |    | 3,608   |   |   | - |   |   | 3,608 |   |
| Warrants                issued to related party in connection with inducement to convert                debt                                        |   |                        | -          |                   |   | -           |   |    | 550     |   |   | - |   |   | 550 |   |
| Stock-based                compensation expense                                                                                                     |   |                        | -          |                   |   | -           |   |    | 831     |   |   | - |   |   | 831 |   |
| Net                loss (including preferred dividends payable to minority interest                owner                charged to paid in capital) |   |                        | -          |                   |   | -           |   |    | (580    | ) |   | (13,148 | ) |   | (13,728 | ) |
| Balance                March 31, 2008                                                                                                               |   |                        | 98,815,957 |                   | $      | 988         |   | $       | 266,218 |   | $ | (254,801 | ) | $ | 12,405 |   |

| * | The                shares of common stock issued and outstanding as of March 31, 2008                and                December 31, 2007 have been adjusted to reflect a 1 for 7 reverse                stock                split effective April 24, 2008. |
|---|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|                                                                                                                 |   | **Three Months Ended March 31,** |    |
|----------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------|---------|
|                                                                                                                 |   | **2008**                                             |    | **2007** |   |
|                                                                                                                 |   |                                                 |    |   |   |
| Net                loss                                                                                              |   | $                                                    | (13,728 | ) | $ | (7,717 | ) |
|                                                                                                                 |   |                                                 |    |   |   |   |   |
| Adjustments                to reconcile net loss to cash used in operating                activities:                |   |                                                 |    |   |   |   |   |
| Gain                on derivative liabilities                                                                        |   |                                                 | (3,936  | ) |   | (579 | ) |
| Minority                interest in losses and preferred dividends of consolidated                subsidiary         |   |                                                 | 580     |   |   | 458 |   |
| Accretion                of discounts on debentures and notes                                                        |   |                                                 | 9,420   |   |   | 1,451 |   |
| Non-cash                interest expense related to financing costs                                                  |   |                                                 | 835     |   |   | 340 |   |
| Non-cash                interest expense related to convertible notes and advances from related                party |   |                                                 | 279     |   |   | 288 |   |
| Inducement                for conversions                                                                            |   |                                                 | 753     |   |   | - |   |
| Depreciation                                                                                                         |   |                                                 | 107     |   |   | 110 |   |
| Stock-based                compensation expense                                                                      |   |                                                 | 831     |   |   | 409 |   |
| Equity                in loss from investment in EnerStruct                                                          |   |                                                 | -       |   |   | 40 |   |
| Loss                on disposal of equipment                                                                         |   |                                                 | -       |   |   | 38 |   |
| (Increase)                decrease in accounts receivable                                                            |   |                                                 | (1,004  | ) |   | 11 |   |
| Increase                (decrease) in accounts payable and accrued expenses                                          |   |                                                 | 745     |   |   | (690 | ) |
| Changes                in current assets, liabilities and other, net                                                 |   |                                                 | (37     | ) |   | (119 | ) |
| Net                cash used in operating activities                                                                 |   |                                                 | (5,155  | ) |   | (5,960 | ) |
|                                                                                                                 |   |                                                 |    |   |   |   |   |
| Investing                Activities:                                                                                 |   |                                                 |    |   |   |   |   |
| Capital                expenditures                                                                                  |   |                                                 | (302    | ) |   | (42 | ) |
| Equipment                deposits and restricted cash                                                                |   |                                                 | (5,519  | ) |   | - |   |
| Proceeds                from sale of assets                                                                          |   |                                                 | -       |   |   | 55 |   |
| Net                cash (used in) provided by investing activities                                                   |   |                                                 | (5,821  | ) |   | 13 |   |
|                                                                                                                 |   |                                                 |    |   |   |   |   |
| Financing                Activities:                                                                                 |   |                                                 |    |   |   |   |   |
| Proceeds                from convertible notes and advances from related party, net of                costs          |   |                                                 | -       |   |   | 928 |   |
| Proceeds                from exercise of warrants                                                                    |   |                                                 | -       |   |   | 5,206 |   |
| Repayment                of notes payable and bank installment loan                                                  |   |                                                 | (230    | ) |   | (7 | ) |
| Net                cash (used in) provided by financing activities                                                   |   |                                                 | (230    | ) |   | 6,127 |   |
|                                                                                                                 |   |                                                 |    |   |   |   |   |
| Net                (decrease) increase in cash and equivalents                                                       |   |                                                 | (11,206 | ) |   | 180 |   |
| Cash                and cash equivalents - beginning balance                                                         |   |                                                 | 24,826  |   |   | 291 |   |
| Cash                and cash equivalents - ending balance                                                            |   | $                                                    | 13,620  |   | $ | 471 |   |

----

| **Supplemental                Disclosure of Noncash Investing and Financing                Activities**    |   |   |   |   |   |    |   |
|------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|---------|--------|
|                                                                                                       |   |   |   |   |   |    |   |
| Cash                paid during the year for:                                                              |   |   |   |   |   |    |   |
| Interest                                                                                                   |   | $      | 164    |   | $      | 1,300   |   |
| Income                taxes                                                                                |   |   | -      |   |   | -       |   |
|                                                                                                       |   |   |   |   |   |    |   |
| Non-cash                investing and financing activities:                                                |   |   |   |   |   |    |   |
| Stock                issued for conversion of senior debentures                                            |   | $      | 11,715 |   |   | -       |   |
| Stock                issued for conversion of convertible notes                                            |   |   | 11,960 |   |   | -       |   |
| Stock                issued for conversion of senior debentures interest                                   |   |   | 174    |   |   | -       |   |
| Stock                issued for conversion of convertible notes interest                                   |   |   | 1,885  |   |   |  - |   |
| Stock                issued for inducement to convert senior debentures                                    |   |   | 203    |   |   | -       |   |
| Reduction                in derivative liability related to conversion of senior                debentures |   |   | 6,208  |   |   | -       |   |
| Acceleration                of discount related to conversion of senior debentures                         |   |   | (3,974 | )      |   | -       |   |
| Beneficial                conversion value recognized in connection with Group Notes                       |   |   | 3,608  |   |   | -       |   |
| Warrants                issued in connection with the conversion of Group Notes                            |   |   | 550    |   |   | 3,236   |   |
| Cashless                exercise of options and warrants                                                   |   |   | 1      |   |   | 1       |   |
| Reduction                of advances for exercise of warrants                                              |   |   | -      |   |   | 4,700   |   |
| Accrued                dividends on preferred stock                                                        |   |   | -      |   |   | 266     |   |
| Accretion                of discounts on preferred stock                                                   |   |   | -      |   |   | 250     |   |
| Reduction                of accounts payable for stock and notes payable                                   |   |   | -      |   |   | 269     |   |

----

**Note      1 – Basis      of      Presentation**

***Recently      Issued Accounting Standards***

***Adopted      Accounting Standards***

*Fair      Value Measurements*
*Effective      Date of FASB Statement No. 157*

*The      Fair Value Option for Financial Assets and Financial Liabilities Including      an      Amendment of FASB Statement No. 115*

*Share-Based      Payment*

----

***Future      Adoption of Accounting Standards***

*Disclosures      about Derivative Instruments and Hedging Activities—an amendment of FASB      Statement No. 133*

**Note      2 – Nature of Business and Principles of      Consolidation**

***Nature      of the Business***

***Principles      of Consolidation***

**Note      3 – Accounts Receivable**

----

**Note      4 – Equipment Deposits and Restricted Cash**

**Note      5 – Derivatives **

|                                               |   |                         |   |                            |   | **Adjustments** |   |       |   |
|----------------------------------------------------|--------|------------------------------|--------|---------------------------------|--------|-----------------|--------|------------|--------|
|                                               |   | **March                31,** |   | **December                31,** |   | **for**         |   | **(Gain)** |   |
|                                               |   | **2008**                     |   | **2007**                        |   | **Conversion**  |   | **Loss**   |   |
|                                               |   |                         |   |                            |   |            |   |       |   |
| 2004                Debentures compound derivative |   |                         | -      |                            |   | 4,973           |   |       | (1,836 | ) |   | (3,137)                (a | ) |
| 2005                Debentures compound derivative |   |                         | -      |                            |   | 1,188           |   |       | (725   | ) |   | (463)                (a | ) |
| 2005                Debenture Warrants             |   |                         | -      |                            |   | 3,983           |   |       | (3,647 | ) |   | (336)                (b | ) |
|                                               |   |  $                      | -      |                            | $      | 10,144          |   | $          | (6,208 | ) | $ | (3,936 | ) |

----

| (a) | Ener1’s                obligations relating to the 2004 Debentures and 2005 Debentures were                settled when the debentures were converted into shares of Ener1’s common                stock. As a result, the 2004 Debentures and 2005 Debentures are no                longer                deemed to be derivatives under SFAS 133 and EITF 00-19. The debenture                conversions were recorded at various dates during the three months                ended                March 31, 2008. Each debenture conversion was valued at fair value                on the                date of conversion and a corresponding derivative gain or loss was                recorded. The remaining derivative liability was recorded as a                contribution to additional paid in capital on such                date. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (b) | As                a result of the conversion of all the outstanding 2005 Debentures,                these                warrants were deemed to no longer be derivatives under SFAS 133 and                EITF                00-19. The 2005 Debenture Warrants were valued at fair value on March                26,                2008 with a corresponding gain on derivatives. The remaining derivative                liability was then recorded as a contribution to additional paid                in                capital on such date. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

***Lattice      Valuation Model***

|                                                                                                                                                                                                                                                                                        |   | **2004 Debentures**   |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------|--------|
| ***Assumptions:***                                                                                                                                                                                                                                                                          |   | **March 31,****2008** |   | **December ****31,****2007** |   |
| The                price of Ener1's common stock would increase at a rate commensurate                with                the cost of equity, with a short-term volatility of:                                                                                                              |   |                       | 90     | % |   | 100 | % |
| Percent                likelihood that Ener1 would not be in default of its obligations                under the                registration rights agreement relating to the 2004                Debentures:                                                                               |   |                       | 100    | % |   | 100 | % |
| Percent                likelihood that an event of default or a fundamental change would                occur,                increasing over time:                                                                                                                                         |   |                       | 1      | % |   | 5 | % |
| Reset                events projected to occur with a weighted average adjustment factor                of:                                                                                                                                                                                 |   |                       | 0.998  |   |   | 0.983 |   |
| Percent                likelihood that Ener1 would force the conversion of the 2004 Debentures                if                the stock price reached $12.25:                                                                                                                             |   |                       | 95     | % |   | 95 | % |
| The                holders of the 2004 Debentures would convert the 2004 Debentures                if the                registration rights agreement was effective, Ener1 was not in default                under the 2004 Debentures, and Ener1's common stock price                was: |   | $                          | 6.30   |   | $ | 10.50 |   |
| Ener1                would redeem the 2004 Debentures following the third anniversary                of the                issue date if Ener1's common stock price reached:                                                                                                                |   | $                          | 6.30   |   | $ | 8.75 |   |
| Percent                likelihood that Ener1 would be able to obtain alternative financing                that                would enable it to redeem the 2004 Debentures:                                                                                                                |   |                       | 95     | % |   | 10 | % |
| Percent                likelihood that Ener1's common stock would be listed on an exchange                increasing 10% quarterly to a maximum of 90%:                                                                                                                                     |   |                       | 30     | % |   | 20 | % |

----

|                                                                                                                                                                                                                                                                                                 |   | **2005 Debentures**   |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------|--------|
| ***Assumptions:***                                                                                                                                                                                                                                                                                   |   | **March 31,****2008** |   | **December                  31,****2007** |   |
| The                  price of Ener1's common stock would increase at a rate commensurate                  with                  the cost of equity, with a short-term volatility of:                                                                                                                 |   |                       | 90     | % |   | 100 | % |
| Percent                  likelihood that Ener1 would not be in default of its obligations                  under the                  registration rights agreement relating to the 2005                  Debentures:                                                                                |   |                       | 95     | % |   | 95 | % |
| Percent                  likelihood that an event of default or a fundamental change would                  occur,                  increasing over time:                                                                                                                                            |   |                       | 1      | % |   | 5 | % |
| Reset                  events projected to occur with a weighted average adjustment factor                  of:                                                                                                                                                                                      |   |                       | 0.999  |   |   | 0.990 |   |
| Percent                  likelihood that Ener1 would force the conversion of the 2005 Debentures                  if                  the Ener1 common stock price reached $10.50:                                                                                                                   |   |                       | 95     | % |   | 95 | % |
| The                  holders of the 2005 Debentures would convert the 2005 Debentures                  if the                  registration rights agreement was effective, Ener1 was not in default                  under the 2005 Debentures and Ener1's common stock price                  was: |   | $                          | 5.95   |   | $ | 8.75 |   |
| Ener1                  would redeem the 2005 Debentures following the third anniversary                  of the                  issue date if Ener1's common stock price reached:                                                                                                                   |   | $                          | 5.95   |   | $ | 7.00 |   |
| Percent                  likelihood that Ener1 would be able to obtain alternative financing                  that                  would enable it to redeem the 2005 Debentures:                                                                                                                   |   |                       | 95     | % |   | 10 | % |
| Percent                  likelihood that Ener1's common stock would be listed on an exchange                  and                  meet the volume requirements set forth in the 2005 Debentures,                  increasing                  10% quarterly to a maximum of 90%:                    |   |                       | 30     | % |   | 20 | % |

***Black-Scholes        Pricing Model***

----

|                                                        |   | **Issue Date** |      | **Volatility** |   | **Risk-Free****Interest****Rate** |   | **Market****Price** |   | **Term****in****Years** |   |
|-------------------------------------------------------------|--------|---------------------|-----------|----------------|--------|-----------------------------------|--------|---------------------|--------|-------------------------|--------|
| **Valuation                  inputs at issuance date for:** |   |                |      |           |   |                              |   |                |   |                    |   |
| 2005                  Debenture Warrants                    |   |                | 3/11/2005 |           |   | 135                               | %      |                | 3.5    | %                       | $      | 5.25 |   |   | 5 |   |
|                                                        |   |                |      |           |   |                              |   |                |   |                    |   |   |   |   |   |   |
| **Valuation                  inputs at:**                   |   |                |      |           |   |                              |   |                |   |                    |   |   |   |   |   |   |
| March                  26, 2008                             |   |                |      |           |   | 128                               | %      |                | 1.8    | %                       | $      | 5.60 |   |   | 2 |   |

**Note        6 - Debt**

***2004        Senior Secured Convertible Debentures***

***2005        Senior Secured Convertible Debentures***

----

**Note        7 – Redeemable Preferred Stock **

***EnerDel        Series A Redeemable Preferred Stock***

----

|                                                           |   | **EnerDel**       |   |
|----------------------------------------------------------------|--------|-------------------|--------|
|                                                           |   | **Series A** |   |
|                                                           |   |              |   |
| Face                  value                                    |   | $                 | 8,000  |   |
| Less                  initial fair value of warrant derivative |   |              | (4,620 | ) |
| Less                  initial fair value of conversion option  |   |              | (1,183 | ) |
| Fair                  value at date of issue                   |   |              | 2,197  |   |
| Accumulated                  accretion of discounts            |   |              | 4,685  |   |
| Cumulative                  dividends                          |   |              | 2,275  |   |
| Carrying                  value as of March 31, 2008           |   | $                 | 9,157  |   |

**Note        8 – Related Party Transactions**

***Intercompany        Transactions with Ener1 Group***

***Ener1        Group Convertible Notes and Warrants***
** **

----

**Note        9 – Stock Issuances during the Quarter Ended March 31,        2008**

**Note        10 – Stock-Based Compensation**

***Valuation        and Expense Information under SFAS 123R***
** **

----

*Expected        Term*

*Risk-Free        Interest Rate*

*Expected        Volatility*

*Expected        Dividend Yield*

***Stock        Options***

| **Options**                                       |   | **Number of****Options** |      | **Weighted****Average****Price** |   | **Average****Remaining****Contractual****Term in****Years** |   | **Intrinsic****Value** |   |
|---------------------------------------------------|--------|-------------------------------|-----------|----------------------------------|--------|------------------------------------------------------------------|--------|------------------------|--------|
|                                              |   |                          |      |                             |   |                                                             |   |                   |   |
| Outstanding                  at December 31, 2007 |   |                          | 4,658,644 |                             | $      | 2.94                                                             |   |                   | 5.8    |   | $ | 13,278,630 |   |
|                                              |   |                          |      |                             |   |                                                             |   |                   |   |   |   |   |   |
| Granted                                           |   |                          | 129,649   |                             | $      | 5.86                                                             |   |                   |   |   |   |   |   |
| Exercised                                         |   |                          | (9,905    | )                                | $      | 1.61                                                             |   |                   |   |   |   |   |   |
| Forfeited                  or expired             |   |                          | (78,097   | )                                | $      | 2.09                                                             |   |                   |   |   |   |   |   |
| Outstanding                  at March 31, 2008    |   |                          | 4,700,291 |                             | $      | 3.03                                                             |   |                   | 5.6    |   | $ | 13,905,597 |   |
|                                              |   |                          |      |                             |   |                                                             |   |                   |   |   |   |   |   |
| Exercisable                  at March 31, 2008    |   |                          | 2,766,710 |                             | $      | 3.05                                                             |   |                   | 5.7    |   | $ | 8,320,719 |   |

----

**Note        11 - Warrants**
** **

| **Warrants**                                                      |   | **Number of****Warrants** |       | **Weighted****Average****Price** |   | **Average****Remaining****Term in****Years** |   | **Intrinsic****Value** |   |
|-------------------------------------------------------------------|--------|--------------------------------|------------|----------------------------------|--------|---------------------------------------------------|--------|------------------------|--------|
|                                                              |   |                           |       |                             |   |                                              |   |                   |   |
| Outstanding                  and Exercisable at December 31, 2007 |   |                           | 32,102,007 |                             | $      | 4.01                                              |   |                   | 3.4    |   | $ | 67,659,202 |   |
|                                                              |   |                           |       |                             |   |                                              |   |                   |   |   |   |   |   |
| Granted                                                           |   |                           | -          |                             |   | -                                                 |   |                   |   |   |   |   |   |
| Exercised                                                         |   |                           | -          |                             |   | -                                                 |   |                   |   |   |   |   |   |
| Surrendered                                                       |   |                           | -          |                             |   | -                                                 |   |                   |   |   |   |   |   |
| Forfeited                  or expired                             |   |                           | -          |                             |   | -                                                 |   |                   |   |   |   |   |   |
| Outstanding                  and Exercisable at March 31, 2008    |   |                           | 32,102,007 |                             | $      | 4.01                                              |   |                   | 3.1    |   | $ | 73,633,887 |   |

**Note        12 – Earnings per Share**

----

|                                                                                                                       |   | **Three Months Ended March 31,** |      |
|----------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------|-----------|
|                                                                                                                       |   | **2008**                                             |      | **2007** |   |
| Stock                  options that were not in the money                                                                  |   |                                                 | 504,999   |   |   | 4,125,000 |   |
| Warrants                  that were not in the money                                                                       |   |                                                 | 3,651,101 |   |   | 17,086,857 |   |
| Plus                  shares from assumed conversion of convertible instruments                                            |   |                                                 |      |   |   |   |   |
| 2004                  Debentures                                                                                           |   |                                                 | -         |   |   | 2,490,571 |   |
| 2005                  Debentures                                                                                           |   |                                                 | -         |   |   | 2,185,143 |   |
| Group                  Convertible Notes                                                                                   |   |                                                 | -         |   |   | 3,417,143 |   |
| Total                  options, warrants and convertible securities excluded from weighted                  average shares |   |                                                 | 4,156,100 |   |   | 29,304,714 |   |

**Note        13 – Segment Information **

----

|                                        |   | **Three Months Ended March 31,** |    |
|---------------------------------------------|--------|------------------------------------------------------|---------|
|                                        |   | **2008**                                             |    | **2007** |   |
| **Net                  sales:**             |   |                                                 |    |   |   |
| Battery                                     |   | $                                                    | 83      |   | $ | - |   |
| Fuel                  Cell                  |   |                                                 | 14      |   |   | 39 |   |
| Total                  net sales            |   | $                                                    | 97      |   | $ | 39 |   |
|                                        |   |                                                 |    |   |   |   |   |
| **Net                  income (loss):**     |   |                                                 |    |   |   |   |   |
| Corporate                                   |   |                                                 | (5,879  | ) |   | (1,403 | ) |
| Battery                                     |   |                                                 | (4,865  | ) |   | (4,540 | ) |
| Fuel                  Cell                  |   |                                                 | (2,520  | ) |   | (1,217 | ) |
| Nanotechnology                              |   |                                                 | (464    | ) |   | (557 | ) |
| Net                  income (loss)          |   | $                                                    | (13,728 | ) | $ | (7,717 | ) |
|                                        |   |                                                 |    |   |   |   |   |
| **Corporate                  allocations:** |   |                                                 |    |   |   |   |   |
| Corporate                                   |   |                                                 | (4,701  | ) |   | (3,648 | ) |
| Battery                                     |   |                                                 | 2,965   |   |   | 2,623 |   |
| Fuel                  Cell                  |   |                                                 | 1,467   |   |   | 703 |   |
| Nanotechnology                              |   |                                                 | 269     |   |   | 322 |   |
| Net                  income (loss)          |   | $                                                    | -       |   | $ | - |   |
|                                        |   |                                                 |    |   |   |   |   |
| **Assets:**                                 |   |                                                 |    |   |   |   |   |
| Corporate                                   |   |                                                 | 16,990  |   |   | 3,311 |   |
| Battery                                     |   |                                                 | 8,492   |   |   | 3,565 |   |
| Fuel                  Cell                  |   |                                                 | 452     |   |   | 183 |   |
| Nanotechnology                              |   |                                                 | 82      |   |   | 77 |   |
| Total                  assets               |   | $                                                    | 26,016  |   | $ | 7,136 |   |

**Note        14 – Commitments and Contingencies**

***Litigation***

**Note        15 – Subsequent Events**

***Exercise        of Warrants***

----

**Item      2. Management’s Discussion and Analysis of Financial Condition and Results of      Operations**

***Overview***

----

**Results      of Operations**

***Three      Months Ended March 31, 2008***

*Net      income (loss)*

*Losses      from operations*

*General      and administrative (“G&A”) expenses. *

*Research      and development (“R&D”) expenses, net. *

----

*Interest      expense.*

*Gain      on derivative liabilities. *

**Liquidity      and Capital Resources**

----

***Critical      Accounting Policies***
** **

*Derivative      Instruments*

*Share-Based      Payments*

----

*Revenue      Recognition*

***Recently      Issued Accounting Pronouncements and Interpretations***

**Off-Balance      Sheet Arrangements**

----

**Item      3. Controls and Procedures**

As      of      March 31, 2008, we carried out an evaluation of the effectiveness of the design      and operation of our disclosure controls and procedures pursuant to Exchange      Act      Rule 13a-15. This evaluation was done under the supervision and with the      participation of our management, including our Chief Executive Officer and      Chief      Financial Officer. Based on their evaluation of our disclosure controls and      procedures (as defined in the Exchange Act Rule 13a-15(e)), our Chief Executive      Officer and Chief Financial Officer have concluded that as of March 31, 2008,      such disclosure controls and procedures were effective.      There      has been no change in Ener1’s internal control over financial reporting that      occurred during the quarter covered by this report that has materially affected,      or is reasonably likely to materially affect, Ener1’s internal control over      financial reporting.

*      Internal Control – Integrated Framework*
*Internal      Control Over Financial Reporting – Guidance for Smaller Public      Companies*

----

**PART      II - OTHER INFORMATION**

**Item      1. Legal Proceedings. **

----

**Item      6. Exhibits. **
** **

| 3.1                  |   | Amended                and Restated Articles of Incorporation of the Registrant, dated February                12, 1993, incorporated by reference to Exhibit 3(i) to the Registrant's                Quarterly Report on Form 10-Q for the quarter ended September 30,                2000,                SEC File No. 000-21138.                                                                                                                  |
|---------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.2                  |   | Articles                of Amendment to Amended and Restated Articles of Incorporation, dated                March 11, 2002, incorporated by reference to Exhibit 3.2 of the                Registrant's Annual Report on Form 10-K for the year ended December                31,                2001, SEC File No. 000-21138.                                                                                                                      |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.3                  |   | Articles                of Amendment to Amended and Restated Articles of Incorporation, dated                October 21, 2002, incorporated by reference to Exhibit 3.1 of the                Registrant's Current Report on Form 8-K dated October 28, 2002, SEC                File                No. 000-21138.                                                                                                                                  |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.4                  |   | Articles                of Amendment to Amended and Restated Articles of Incorporation,                incorporated by reference to Exhibit A of the Registrant's Schedule                14C                filed on December 6, 2004.                                                                                                                                                                                                              |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.5                  |   | By-laws                of the Registrant, incorporated by reference to Exhibit 3.4 of the                Registrant's Registration Statement on Form SB-2 (Registration No.                333-112837), filed February 13, 2004.                                                                                                                                                                                                                     |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.6                  |   | Certificate                of Designations of Series B Convertible Preferred Stock, dated October                15,                2004, incorporated by reference to Exhibit 3.6 of the Registrant’s Annual                Report on Form 10-KSB for the year ended December 31,                2004.                                                                                                                                        |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.7                       |   | Amendment                to Bylaws of the Registrant, dated January 5, 2005, incorporated                by                reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K                dated January 12, 2005.                                                                                                                                                                                                      |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.8                       |   | Articles                of Amendment to Amended and Restated Articles of Incorporation,                incorporated by reference to Exhibit B of the Registrant's Schedule                14C                filed December 10, 2007.                                                                                                                                                                                                                |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.9                       |   | Articles                of Amendment to Amended and Restated Articles of Incorporation,                incorporated by reference to Exhibit 3.8 of the Registrant's Current                Report on Form 8-K filed April 24, 2008.                                                                                                                                                                                                                  |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.1                  |   | Form                of 5% Senior Secured Convertible Debenture incorporated by reference                to                Exhibit 4.1 to the Registrant's Current Report on Form 8-K dated                January                21, 2004.                                                                                                                                                                                                           |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.2                  |   | Form                of Warrant to Purchase Common Stock issued pursuant to Securities                Purchase                Agreement, dated January 16, 2004, incorporated by reference to Exhibit                4.2 to the Registrant's Current Report on Form 8-K dated January                21,                2004.                                                                                                                         |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.3                  |   | Registration                Rights Agreement dated January 16, 2004, by and among the Registrant                and                the entities whose names appear on the signature pages thereof                incorporated by reference to Exhibit 4.3 to the Registrant's Current                Report on Form 8-K dated January 21, 2004.                                                                                                      |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.4                  |   | Warrant                issued to Cofis Compagnie Fiduciaire S.A., dated October 15, 2004                to                purchase from Ener1, Inc., 4,166,666 shares of Common Stock of the                Company                at a price per share of $1.25, incorporated by reference to Exhibit                4.4 of                the Registrant’s Annual Report on Form 10-KSB for the year ended December                31, 2004. |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.5                  |   | Warrant                issued to Cofis Compagnie Fiduciaire S.A., dated October 15, 2004                to                purchase from Ener1, Inc., 4,166,666 shares of Common Stock of the                Company                at a price per share of $1.50, incorporated by reference to Exhibit                4.5 of                the Registrant’s Annual Report on Form 10-KSB for the year ended December                31, 2004. |
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.6                  |   | Warrant                to Purchase Common Stock issued October 20, 2004 to Delphi Automotive                Systems, LLC, to purchase up to 7,000,000 shares of Common Stock,                incorporated by reference to Exhibit 4.6 of the Registrant’s Annual Report                on Form 10-KSB for the year ended December 31,                2004.                                                                                     |

----

| 4.7                   |   | Registration                Rights Agreement dated as of October 20, 2004, by and between Ener1,                Inc.                and Delphi Automotive Systems LLC, incorporated by reference to Exhibit                4.7 of the Registrant’s Annual Report on Form 10-KSB for the year ended                December 31, 2004.                                 |
|----------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                       |   |                                                                                                                                                                                                                                                                                                                                                                       |
| 4.8                   |   | Registration                Rights Agreement dated as of October 20, 2004, by and between EnerDel,                Inc., Delphi Automotive Systems, LLC and Ener1, Inc., incorporated                by                reference to Exhibit 4.8 of the Registrant’s Annual Report on Form 10-KSB                for the year ended December 31, 2004.                 |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                       |
| 4.9                   |   | Form                of 7.5% Senior Secured Convertible Debenture issued pursuant to Securities                Purchase Agreement dated March 5, 2005, incorporated by reference                to                Exhibit 4.1 of the Registrant’s Current Report on Form 8-K dated March 15,                2005.                                                     |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                       |
| 4.10                  |   | Form                of Warrant to Purchase Common Stock of the Registrant issued pursuant                to                Securities Purchase Agreement, dated March 11, 2005 incorporated                by                reference to Exhibit 4.2 of the Registrant’s Current Report on Form                8-K dated March 15, 2005.                       |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                       |
| 4.11                  |   | Registration                Rights Agreement, dated as of March 14, 2005, by and among Ener1,                Inc. and                the purchasers of Ener1's 7.5% Senior Secured Convertible Debentures,                incorporated by reference to Exhibit 4.3 of the Registrant’s Current                Report on Form 8-K dated March 15, 2005.          |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                       |
|  4.12                 |   | Form                of Warrant to Purchase Common Stock of Ener1, dated December 9, 2004,                Issued to Merriman Curhan Ford & Co., incorporated by reference to                Exhibit 4.10 to the Registrant’s Registration Statement on Form SB-2                (Registration No. 333-124745), filed May 9, 2005.                                 |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                       |
| 4.13                  |   | Certificate                of Designation of Non-Voting, Cumulative and Redeemable Series A                Preferred                Stock of EnerDel, Inc., dated October 20, 2004, incorporated by reference                to Exhibit 4.6 to Amendment No. 1 to Ener1’s Quarterly Report on Form                10-QSB/A for the period ending September 30, 2004. |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                       |
| 4.14                       |   | Form                of Convertible Note issued to Ener1 Group, Inc. on June 30, 2006                and                August 30, 2006 for $3,250,000 incorporated by reference to Exhibit                4.16                of Registrant's Quarterly Report on Form 10-QSB, filed August 21,                2006.                                                       |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                       |
| 4.15                       |   | Warrant                issued to Ener1 Group, Inc. dated June 30, 2006, to purchase 9,000,000                shares of Common Stock of the Registrant incorporated by reference                to                Exhibit 4.17 of Registrant's Quarterly Report on Form 10-QSB, filed                August                21, 2006.                                        |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                       |
| 4.16                       |   | Warrant                issued to Ener1 Group, Inc. dated June 30, 2006, to purchase 20,000,000                shares of Common Stock of the Registrant, incorporated by reference                to                Exhibit 4.18 of Registrant's Quarterly Report on Form 10-QSB, filed                August                21, 2006.                                      |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                       |
| 4.17                  |   | Form                of Warrant to Purchase Common Stock of Ener1, Inc. issued to Ener1                Group                on August 29, 2006, incorporated by reference to Exhibit 4.17 of                Registrant's Form SB-2/A filed September 3, 2006.                                                                                                               |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                       |
| 4.18                       |   | $3,100,000                Convertible Promissory Note issued to Ener1 Group, Inc., dated                September 30, 2006, incorporated by reference to Exhibit 4.19 of                Registrant's Quarterly Report on Form 10-QSB for the period ending                September 30, 2006.                                                                    |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                       |
| 4.19                       |   | Warrant                issued to Ener1 Group, Inc., dated September 30, 2006, to purchase                9,000,000 shares of Common Stock of the Registrant, incorporated                by                reference to Exhibit 4.20 of Registrant's Quarterly Report on Form                10-QSB for the period ending September 30, 2006.                         |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                       |
| 4.20                       |   | Warrant                issued to Ener1 Group, Inc., dated September 30, 2006, to purchase                9,000,000 shares of Common Stock of the Registrant, incorporated                by                reference to Exhibit 4.21 of Registrant's Quarterly Report on Form                10-QSB for the period ending September 30, 2006.                         |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                       |
| 4.21                       |   | Agreement                dated October 3, 2006 between Ener1 Group, Inc. and Ener1, Inc. regarding                payment of salary and other costs of Ener1, Inc. for Ajit Habbu,                incorporated by reference to Exhibit 4.23 of Registrant's Quarterly                Report on Form 10-QSB for the period ending September 30,                2006.   |

----

| 4.22                       |   | Employment                Agreement between Ener1, Inc. and Ajit Habbu, incorporated by reference                to                Exhibit 4.24 of Registrant's Quarterly Report on Form 10-QSB for the                period ending September 30, 2006.                                                                                                                                                                                                                                        |
|----------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.23                       |   | Registration                Rights Agreement, dated January 5, 2007, by and between Ener1, Inc                and                Credit Suisse Securities (USA), LLC, incorporated by reference to                Exhibit                10.02 to the Registrant’s Current Report on Form 8-K dated January 8,                2007.                                                                                                                                                            |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.24                       |   | Warrant                issued to Credit Suisse Securities (USA), LLC, dated January 5, 2007,                to                purchase 5,000,000 shares of Common Stock of the Registrant at a                price per share of $0.30, incorporated by reference to Exhibit 10.03                to                the Registrant’s Current Report on Form 8-K dated January 8,                2007.                                                                                     |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.25                       |   | $4,500,000                Convertible Promissory Note issued to Ener1Group, Inc., dated February                13,                2007, incorporated by reference to Exhibit 4.26 to the Registrant’s                Registration Statement on Form SB-2 filed on February 13,                2007.                                                                                                                                                                                           |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.26                       |   | Form                of Warrant to purchase 9,000,000 and 18,000,000 shares of Common                Stock of                the Registrant issued to Ener1 Group, Inc., dated February 13, 2007,                incorporated by reference to Exhibit 4.27 to the Registrant’s Registration                Statement on Form SB-2 filed on February 13, 2007.                                                                                                                                   |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.27                  |   | Warrant                issued to Charles Gassenheimer dated January 5, 2007 to purchase                500,000                shares of common stock of the Registrant, incorporated by reference                to                Exhibit 4.28 to the Registrant’s Registration Statement on Form SB-2 filed                on February 13, 2007.                                                                                                                                             |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.28                       |   | Convertible                Promissory Note for $455,000 issued to Ener1 Group, Inc., dated November                9, 2006, incorporated by reference to Exhibit 4.29 of Registrant’s                Quarterly Report on Form 10-QSB for the period ending March 31,                2007.                                                                                                                                                                                                      |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.29                       |   | Convertible                Promissory Note for $655,000 issued to Ener1 Group, Inc., dated November                9, 2006, incorporated by reference to Exhibit 4.30 of Registrant’s                Quarterly Report on Form 10-QSB for the period ending March 31,                2007.                                                                                                                                                                                                      |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.30                       |   | Form                of Registration Rights Agreement among Ener1, Inc., Ener1 Group,                Inc. and                Enable Growth and Enable Opportunity dated May 10, 2007, filed in                the                registration statement on Form SB-2A on September 4,                2007.                                                                                                                                                                                            |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.31                       |   | Form                of Securities Purchase Agreement among Ener1, Inc., Ener1 Group,                Inc. and                Enable Growth and Enable Opportunity dated May 10, 2007, filed in                the                registration statement on Form SB-2A on September 4,                2007.                                                                                                                                                                                            |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.32                       |   | Series                B Stock Amendment Agreement between Ener1, Inc., Ener1 Group, Inc.                and                Cofis Compagnie Fiduciaire S.A., dated October 4, 2007 incorporated                by                reference to Exhibit 4.30 to the Registrant’s Current Report on Form 8-K                dated October 4, 2007.                                                                                                                                                 |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.33                       |   | Amended                Certificate of Designation of Series B Convertible Preferred Stock                of                Ener1, Inc., dated October 10, 2007, incorporated by reference to                Exhibit                4.30 of Registrant’s Quarterly Report on Form 10-QSB, filed November 14,                2007.                                                                                                                                                               |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.34                       |   | Form                of Warrant to purchase 57,600,000 shares of Common Stock of the                Registrant, issued to certain investors named therein, dated November                19,                2007, incorporated by reference to Exhibit 10.3 to the Registrant’s                Current Report on Form 8-K dated November 20, 2007.                                                                                                                                              |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.35                       |   | Registration                Rights Agreement dated November 19, 2007, by and between Ener1, Inc.                and                certain investors named therein, incorporated by reference to Exhibit                10.2                to the Registrant’s Current Report on Form 8-K dated November 20,                2007.                                                                                                                                                             |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.36                       |   | Form                of Warrant to Purchase Common Stock of the Registrant issued pursuant                to                Series B Stock Amendment Agreement between Ener1, Inc., Ener1 Group,                Inc.                and Cofis Compagnie Fiduciaire S.A., incorporated by reference to                Exhibit                4.32 to the Registrant’s Annual Report on Form 10-KSB for the period ended                December 31, 2007 filed on March 12,                2008. |

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| 10.1                  |   | 2002                Stock Participation Plan incorporated by reference to Exhibit C of                the                Registrant's Schedule 14A filed on April 15, 2002, SEC File No.                000-21138.                                                                                                                                                                                                                                                                                                                                                |
|----------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.2                  |   | 2002                Non-Employee Director Stock Participation Plan incorporated by reference                to Exhibit D of the Registrant’s Schedule 14A filed on May 15, 2002, SEC                File No. 000-21138.                                                                                                                                                                                                                                                                                                                                     |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.3                  |   | License                and Royalty Agreement by and among the Registrant, Ener1 Battery                Company                and ITOCHU Corporation, dated July 25, 2003, incorporated by reference                to                Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-QSB for the                quarter ended September 30, 2003.                                                                                                                                                                                             |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.4                  |   | Shareholders                Agreement by and between ITOCHU and the Registrant, dated July 25,                2003,                incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly                Report on Form 10-QSB for the quarter ended September 30,                2003.                                                                                                                                                                                                                                                    |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.5                  |   | Amendment                to Subscription and Investment Agreement by ITOCHU Corporation and                the                Registrant, dated January 31, 2004, incorporated by reference to                Exhibit                10.20 to the Registrant’s Annual Report on Form 10-KSB for the period                ended December 31, 2003.                                                                                                                                                                                                          |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.6                       |   | Securities                Purchase Agreement, dated as of January 16, 2004 by and among Ener1,                Inc.                and the entities whose names appear on the signature pages thereof,                incorporated by reference to Exhibit 10.1 to the Registrant's Current                Report on Form 8-K dated January 21, 2004.                                                                                                                                                                                                              |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.7                  |   | Security                Agreement dated as of January 16, 2004 by and among Ener1 Battery                Company                and the entities whose names appear on the signature pages thereof,                incorporated by reference to Exhibit 10.2 to the Registrant's Current                Report on Form 8-K dated January 21, 2004.                                                                                                                                                                                                                |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.8                       |   | Subsidiary                Guaranty, dated January 16, 2004 made by Ener1 Battery Company in                favor of                the Investors named therein, incorporated by reference to Exhibit                10.3 to                the Registrant’s Current Report on Form 8-K dated January 21,                2004.                                                                                                                                                                                                                               |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.                9       |   | Mortgage,                Security Agreement and Assignment of Leases and Rents dated January                16,                2004 by Ener1 Battery Registrant to Satellite Asset Management, L.P.,                incorporated by reference to Exhibit 10.4 to the Registrant’s Current                Report on Form 8-K dated January 21, 2004.                                                                                                                                                                                                         |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.10                      |   | Waiver                Agreement dated January 2004 by and between the Registrant and Ener1                Group, Inc., incorporated by reference to Exhibit 10.31 to the                Registrant’s Annual Report on Form 10-KSB for the period ended December                31, 2003 filed on March 31, 2004.                                                                                                                                                                                                                                            |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.11                      |   | EnerDel,                Inc. Formation, Subscription and Stockholders’ Agreement entered into by                and between Delphi Automotive Systems LLC and Ener1, Inc., dated                as of                October 20, 2004 incorporated by reference to Ener1, Inc.’s Form 8-K filed                on October 26, 2004.                                                                                                                                                                                                                   |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.12                      |   | Form                of Subscription Agreement dated as of October 15, 2004, by and between                Ener1, Inc. and various investors for the purchase of 150,000 shares                of                Ener1, Inc.’s Series B 7% Convertible Preferred Stock, incorporated by                reference to Exhibit 10.20 to Registrant’s Annual Report on Form 10-KSB                for the period ending December 31, 2004.                                                                                                                 |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.13                      |   | Lease                Agreement dated October 20, 2004 between Ener1 Battery Company and                EnerDel, Inc, incorporated by reference to Exhibit 10.22 to Registrant’s                Annual Report on Form 10-KSB for the period ending December 31,                2004.                                                                                                                                                                                                                                                                         |
|                       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.14                      |   | Bill                of Sale dated October 20, 2004, by Delphi Automotive Systems LLC                in favor                of EnerDel, Inc. in favor of transactions contemplated by the Formation,                Subscription and Shareholders’ Agreement of EnerDel, Inc. dated as of                October 20, 2004, by and among Delphi, Ener1 Inc. and EnerDel,                incorporated by reference to Exhibit 10.23 to Registrant’s Annual Report                on Form 10-KSB for the period ending December 31,                2004. |

----

| 10.15  |   | Delphi                Technologies, Inc. Assignment of Certain Inventions or Improvements                dated                October 20, 2004, incorporated by reference to Exhibit 10.24 to                Registrant’s Annual Report on Form 10-KSB for the period ending December                31, 2004.                                                                                                                                                     |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.16  |   | License                Agreement by and between Delphi Technologies, Inc. and EnerDel, Inc.                by                reference to Exhibit 10.25 to Registrant’s Annual Report on Form 10-KSB                for the period ending December 31, 2004.                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.17  |   | Ener1                Battery Company Assignment of Intellectual Property to EnerDel, Inc,                dated                October 20, 2004, incorporated by reference to Exhibit 10.26 to                Registrant's Annual Report on Form 10-KSB for the period ending December                31, 2004.                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.18  |   | License                Agreement dated October 20, 2004, by and between Ener1, Inc. and                EnerDel,                Inc, incorporated by reference to Exhibit 10.27 to Registrant's Annual                Report on Form 10-KSB for the period ending December 31,                2004.                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.19  |   | Ener1                Daughter Enterprise with Foreign Investments of Ener1 Battery Company                Assignment of Intellectual Property to EnerDel, Inc, incorporated                by                reference to Exhibit 10.28 to Registrant's Annual Report on Form                10-KSB                for the period ending December 31, 2004.                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.20  |   | Option                to Purchase Agreement, dated October 20, 2004, among EnerDel, Inc.,                Ener1,                Inc. and Ener1 Battery Company, incorporated by reference to Exhibit                10.29                to Registrant's Annual Report on Form 10-KSB for the period ending                December 31, 2004.                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.21  |   | Ener1                Services Agreement effective October 20, 2004 by and between EnerDel,                Inc.                and Ener1, Inc, incorporated by reference to Exhibit 10.30 to Registrant’s                Annual Report on Form 10-KSB for the period ending December 31,                2004.                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.22  |   | Engineering                Services Agreement effective October 20, 2004 by and between EnerDel,                Inc.                and Delphi Automotive Systems LLC, incorporated by reference to Exhibit                10.31 to Registrant’s Annual Report on Form 10-KSB for the period ending                December 31, 2004.                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.23  |   | Transition                Services Agreement dated as of October 20, 2004, entered into by                and                between Delphi Automotive Systems LLC and EnerDel, Inc, incorporated                by                reference to Exhibit 10.32 to Registrant’s Annual Report on Form 10-KSB                for the period ending December 31, 2004.                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.24  |   | Assignment/Assumption                of License Agreement, dated October 20, 2004, among Ener1, Inc.,                Ener1                Battery Company and EnerDel, Inc., incorporated by reference to Exhibit                10.34 of the Registrant’s Annual Report on Form 10-KSB for the period                ending December 31, 2004.                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.25  |   | Form                of Securities Purchase Agreement, dated as of March 11, 2005, by                and among                Ener1, Inc. and the purchasers of Ener1's 7.5% Senior Secured Convertible                Debentures and Warrants to purchase shares of common stock, incorporated                by reference to Exhibit 10.1 of the Registrant’s current report on Form                8-K filed March 15, 2005.                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.26  |   | Form                of Security Agreement dated as of March 14, 2005, by and among Ener1,                Inc.                and the purchasers of Ener1’s 7.5% Senior Secured Convertible Debentures,                incorporated by reference to Exhibit 10.2 of the Registrant’s current                report on Form 8-K filed March 15, 2005.                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.27  |   | Form                of Intercreditor Agreement, dated as of March 11, 2004, among Ener1,                Inc.,                the purchasers of Ener1's 7.5% Senior Secured Convertible Debentures                and                the purchasers of Ener1, Inc.’s 7.5% Senior Secured Convertible                Debentures, incorporated by reference to Exhibit 10.3 of the Registrant’s                current report on Form 8-K filed March 15, 2005. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.28  |   | Ener1,                Inc. Form of Option Grant Agreement under Employment Agreement with                Kevin                P. Fitzgerald, incorporated by reference to Exhibit 10.39 of Registrant’s                Registration Statement on Form SB-2 (Registration No. 333-124745),                filed                May 9, 2005.                                                                                                                         |

----

| 10.29  |   | Agreement                between EnerDel, Inc. and EnerStruct, Inc., entered into as of April                12,                2005, incorporated by reference to Exhibit 10.40 of Registrant’s                Registration Statement on Form SB-2 (Registration No. 333-124745),                filed                May 9, 2005.                                                                                                               |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.30  |   | Form                of Stock Option Agreement under the Registrant’s 2002 Non-Employee                Director Stock Participation Plan, incorporated by reference to Exhibit                10.41 of Registrant’s Registration Statement on Form SB-2 (Registration                No. 333-124745), filed May 9, 2005.                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.31  |   | Form                of Director Appointment Letter, incorporated by reference to Exhibit                10.42                of Registrant’s Registration Statement on Form SB-2 (Registration No.                333-124745), filed May 9, 2005.                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.32  |   | Letter                Agreement between the Registrant and Ener1 Group, Inc., dated October                15,                2004, regarding a financing commitment provided by Ener1 Group, Inc.                to                the Registrant, incorporated by reference to Exhibit 10.43 of Registrant’s                Registration Statement on Form SB-2 (Registration No. 333-124745),                filed                May 9, 2005. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.33  |   | Option                Agreement between Ener1, Inc. and Ulrik Grape, dated October 1, 2005,                incorporated by reference to Exhibit 10.42 of Registrant's Annual                Report                on Form 10-KSB for the period ended December 31, 2005.                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.34  |   | Employment                Agreement between EnerDel, Inc. and Ulrik Grape dated October 1,                2005,                incorporated by reference to Exhibit 10.43 of Registrant's Annual                Report                on Form 10-KSB for the period ended December 31, 2005.                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.35  |   | Tax                Allocation Agreement dated March 1, 2006 between the Registrant and                Ener1                Group, Inc., incorporated by reference to Exhibit 10.44 of Registrant's                Annual Report on Form 10-KSB for the period ended December 31,                2005.                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.36  |   | Purchase                Agreement dated January 5, 2007, by and among Ener1 Group, Inc.,                Ener1,                and Credit Suisse Securities (USA) LLC, incorporated herein by reference                to Exhibit 10.01 to Registrant’s current report on Form 8-K dated January                8, 2007.                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.37  |   | Warrant                Exercise Agreement, dated as of March 30, 2006, by and between the                Company                and Ener1 Group, Inc., incorporated by reference to Exhibit 10.1                of                Registrant's Current Report on Form 8-K dated April 5,                2006.                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.38  |   | Securities                Purchase Agreement, dated November 19, 2007, by and between Ener1,                Inc.                and certain investors named therein, incorporated by reference to                Exhibit                10.1 to the Registrant’s Current Report on Form 8-K dated November 20,                2007.                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.39  |   | Commercial                Lease between EnerDel, Inc. and Universal Tool & Engineering Company,                dated March 1, 2007 incorporated herein by reference to Exhibit 10.1                to                the Registrant’s Quarterly Report on Form 10-QSB filed November 14,                2007.                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.40  |   | Purchase                Money Financing Agreement for Additional Improvements between EnerDel,                Inc. and Universal Tool & Engineering Company, dated March 1, 2007,                incorporated herein by referenced to Exhibit 10.2 of the Registrant’s                Quarterly Report on Form 10-QSB filed November 14,                2007.                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.41  |   | Supply                Agreement, dated October 15, 2007, by and between EnerDel, Inc. and                Think                Global of Oslo, Norway incorporated herein by reference to Exhibit                10.50                to Registrant’s Form 8-K dated October 15, 2007.                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 31.1   |   | Certification                of Principal Executive Officer pursuant to Rule 13a-14(a) or                15d-14(a).*                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 31.2   |   | Certification                of Principal Financial Officer pursuant to Rule 13a-14(a) or                15d-14(a).*                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 32.1   |   | Certification                of Principal Executive Officer pursuant to 18 U.S.C. Sec. 1350, as                adopted                pursuant to Section 906 of the Sarbanes-Oxley Act of                2002.*                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 32.2   |   | Certification                of Principal Financial Officer pursuant to 18 U.S.C. Sec. 1350, as                adopted                pursuant to Section 906 of the Sarbanes-Oxley Act of                2002.*                                                                                                                                                                                                                                        |

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**ENER1,      INC.** **AND      SUBSIDIARIES**

**SIGNATURES**

|                                          | ENER1,                  INC. |
|-----------------------------------------------|------------------------------|
|                                     |                         |                      |
| Dated:                  May 9, 2008           |                         | /s/ Dr.                  Peter Novak |
|                                          |                         | Dr.                  Peter Novak |
|                                          |                         | Chief                  Executive Officer, Director(Principal                  Executive Officer) |
|                                     |                         |                      |
| Dated: May                  9, 2008 |                         | /s/                  Gerard A. Herlihy |
|                                          |                         | Gerard                  A. Herlihy |
|                                          |                         | Chief                  Financial Officer |
|                                          |                         | (Principal                  Financial Officer and |
|                                          |                         | Principal                  Accounting Officer) |

----