**September      30, 2008**

**0-21138**

**ENER1,      INC.**

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

**1540      Broadway, Suite 25C**

**New      York, New York 10036**

**(212)      920-3500**

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

**Fort      Lauderdale, Florida 33309**

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

| **Class**                                              |   | **Outstanding                as of November 7, 2008** |
|--------------------------------------------------------|--------|-------------------------------------------------------|
| Common                Stock, par value $0.01 per share |   | 112,872,287                                           |

----

**ENER1,      INC.**

**Form      10-Q for the Quarter Ended September 30, 2008**

|                                         |                         |                                                                                                       |   | Page   |
|----------------------------------------------|------------------------------|------------------------------------------------------------------------------------------------------------|--------|--------|
|                                         |                         |                                                                                                       |   |   |   |
| Part                I. FINANCIAL INFORMATION |                         |                                                                                                       |   |
|                                         |                         |                                                                                                       |   |   |   |
|                                         | Item 1.            | Financial                Statements                                                                        |   |   |   |
|                                         |                         |                                                                                                       |   |   |   |
|                                         |                         | Unaudited                Consolidated Balance Sheets as of                                                 |   |   |   |
|                                         |                         | September                30, 2008 and December 31, 2007                                                    |   | 3      |   |
|                                         |                         |                                                                                                       |   |   |   |
|                                         |                         | Unaudited                Consolidated Statements of Operations                                             |   |   |   |
|                                         |                         | for                the three and nine months ended September 30, 2008 and                2007              |   | 4      |   |
|                                         |                         |                                                                                                       |   |   |   |
|                                         |                         | Unaudited                Consolidated Statement of Stockholders’ Equity (Deficit)                and |   |   |   |
|                                         |                         | Comprehensive                Loss for the nine months ended September 30, 2008                             |   | 5      |   |
|                                         |                         |                                                                                                       |   |   |   |
|                                         |                         | Unaudited                Consolidated Statements of Cash Flows                                             |   |   |   |
|                                         |                         | for                the nine months                ended September 30, 2008 and 2007                        |   | 6      |   |
|                                         |                         |                                                                                                       |   |   |   |
|                                         |                         | Notes                to Unaudited Consolidated Financial Statements                                        |   | 8      |   |
|                                         |                         |                                                                                                       |   |   |   |
|                                         | Item                2.       | Management's                Discussion and Analysis of Financial                                           |   |   |   |
|                                         |                         | Condition                and Results of Operations                                                         |   | 24     |   |
|                                         |                         |                                                                                                       |   |   |   |
|                                         | Item                3.  | Quantitative                and Qualitative Disclosures About Market Risk                                  |   | 31     |   |
|                                         |                         |                                                                                                       |   |   |   |
|                                         | Item 4.            | Controls                and Procedures                                                                     |   | 31     |   |
|                                         |                         |                                                                                                       |   |   |   |
| Part                II. OTHER INFORMATION    |                         |                                                                                                       |   |
|                                         |                         |                                                                                                       |   |   |   |
|                                         | Item                1.       | Legal                Proceedings                                                                           |   | 32     |   |
|                                         |                         |                                                                                                       |   |   |   |
|                                         | Item                2.       | Unregistered                Sales of Equity Securities and Use of Proceeds                                 |   | 32     |   |
|                                         |                         |                                                                                                       |   |   |   |
|                                         | Item                4.       | Submission                of Matters to a Vote of Security Holders                                         |   | 32     |   |
|                                         |                         |                                                                                                       |   |   |   |
|                                         | Item                6.  | Exhibits                                                                                                   |   | 33     |   |
|                                         |                         |                                                                                                       |   |   |   |
|                                         |                         | Signatures                                                                                                 |   | 40     |   |

----

ENER1,      INC.

|                                                                                                                                                                                                                              |   | **September 30,** |     | **December 31,** |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------|----------|-----------------------|--------|
|                                                                                                                                                                                                                              |   | **2008**               |     | **2007**              |   |
| **ASSETS**                                                                                                                                                                                                                        |   |                   |     |                  |   |   |   |
| Current                assets                                                                                                                                                                                                     |   |                   |     |                  |   |   |   |
| Cash                and cash equivalents                                                                                                                                                                                          |   | $                      | 18,652   |                  | $      | 24,826 |   |
| Accounts                receivable                                                                                                                                                                                                |   |                   | 2,519    |                  |   | 102 |   |
| Inventory                                                                                                                                                                                                                         |   |                   | 356      |                  |   | - |   |
| Prepaid                expenses and other current assets                                                                                                                                                                          |   |                   | 1,359    |                  |   | 608 |   |
| Due                from related parties                                                                                                                                                                                           |   |                   | 1        |                  |   | 94 |   |
| Total                current assets                                                                                                                                                                                               |   |                   | 22,887   |                  |   | 25,630 |   |
|                                                                                                                                                                                                                              |   |                   |     |                  |   |   |   |
| Property                and equipment, net                                                                                                                                                                                        |   |                   | 12,675   |                  |   | 4,287 |   |
| Equipment                deposits                                                                                                                                                                                                 |   |                   | 2,902    |                  |   | - |   |
| Deferred                debenture and note costs net of amortization of $0 and $5,596,                respectively                                                                                                                |   |                   | -        |                  |   | 835 |   |
| Goodwill                                                                                                                                                                                                                          |   |                   | 23,158   |                  |   | - |   |
| Other                                                                                                                                                                                                                             |   |                   | 268      |                  |   | 549 |   |
| Total                assets                                                                                                                                                                                                       |   | $                      | 61,890   |                  | $      | 31,301 |   |
|                                                                                                                                                                                                                              |   |                   |     |                  |   |   |   |
| **LIABILITIES                AND STOCKHOLDERS' EQUITY (DEFICIT)**                                                                                                                                                                 |   |                   |     |                  |   |   |   |
| Current                liabilities                                                                                                                                                                                                |   |                   |     |                  |   |   |   |
| Accounts                payable and accrued expenses                                                                                                                                                                              |   | $                      | 5,382    |                  | $      | 3,798 |   |
| Capital                lease obligations, current portion                                                                                                                                                                         |   |                   | 1,157    |                  |   | - |   |
| Notes                payable, short-term                                                                                                                                                                                          |   |                   | -        |                  |   | 315 |   |
| Derivative                liabilities                                                                                                                                                                                             |   |                   | -        |                  |   | 10,144 |   |
| Total                current liabilities                                                                                                                                                                                          |   |                   | 6,539    |                  |   | 14,257 |   |
|                                                                                                                                                                                                                              |   |                   |     |                  |   |   |   |
| Capital                lease obligations, less current portion                                                                                                                                                                    |   |                   | 2,995    |                  |   | - |   |
| 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                                                                                                                                                                                                  |   |                   | 9,534    |                  |   | 29,750 |   |
| Redeemable                preferred stock                                                                                                                                                                                         |   |                   |          |                  |   |   |   |
| EnerDel,                Inc. Series A Preferred, $0.01 par value, 500,000 shares authorized,                liquidation preference $8,000. Shares issued and outstanding; 0 and                8,000,                respectively |   |                   | -        |                  |   | 8,577 |   |
|                                                                                                                                                                                                                              |   |                   |     |                  |   |   |   |
| Minority                interest                                                                                                                                                                                                  |   |                   | -        |                  |   | - |   |
| Commitments                and contingencies                                                                                                                                                                                      |   |                   |     |                  |   |   |   |
|                                                                                                                                                                                                                              |   |                   |     |                  |   |   |   |
| **STOCKHOLDERS'                EQUITY (DEFICIT)**                                                                                                                                                                                 |   |                   |     |                  |   |   |   |
|                                                                                                                                                                                                                              |   |                   |     |                  |   |   |   |
| Common                stock, $0.01 par value, 150,714,286 shares authorized, 107,711,725                and                92,597,178 issued and outstanding, respectively (1)                                                    |   |                   | 1,077    |                  |   | 925 |   |
| Paid                in capital                                                                                                                                                                                                    |   |                   | 322,016  |                  |   | 233,702 |   |
| Accumulated                deficit                                                                                                                                                                                                |   |                   | (270,711 | )                     |   | (241,653 | ) |
| Accumulated                other comprehensive income (loss)                                                                                                                                                                      |   |                   | (26      | )                     |   | - |   |
| Total                stockholders' equity (deficit)                                                                                                                                                                               |   |                   | 52,356   |                  |   | (7,026 | ) |
| Total                liabilities and stockholders' equity (deficit)                                                                                                                                                               |   | $                      | 61,890   |                  | $      | 31,301 |   |

| (1) | The                shares of common stock authorized, issued and outstanding have been                adjusted to reflect a 1 for 7 reverse stock                split effective April 24, 2008. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|                                                        |   | **Three Months Ended** |    | **Nine Months Ended** |   |
|-------------------------------------------------------------|--------|----------------------------------|---------|---------------------------------|--------|
|                                                        |   | **September 30,**           |    | **September 30,**          |   |
|                                                        |   | **2008**                         |    | **2007**                        |   | **2008** |   | **2007** |   |
| Net                sales                                    |   | $                                | 39      |                            | $      | 48 |   | $ | 573 |   | $ | 167 |   |
| Cost                of sales                                |   |                             | -       |                            |   | - |   |   | - |   |   | - |   |
| Gross                profit                                 |   |                             | 39      |                            |   | 48 |   |   | 573 |   |   | 167 |   |
|                                                        |   |                             |    |                            |   |   |   |   |   |   |   |   |   |
| Operating                expenses:                          |   |                             |    |                            |   |   |   |   |   |   |   |   |   |
| General                and administrative                   |   |                             | 2,400   |                            |   | 1,674 |   |   | 7,161 |   |   | 5,818 |   |
| Research                and development, net                |   |                             | 6,070   |                            |   | 3,642 |   |   | 14,519 |   |   | 8,330 |   |
| Warrant                modification expense                 |   |                             | -       |                            |   | - |   |   | - |   |   | 583 |   |
| Depreciation                and amortization                |   |                             | 261     |                            |   | 134 |   |   | 559 |   |   | 365 |   |
| Total                operating expenses                     |   |                             | 8,731   |                            |   | 5,450 |   |   | 22,239 |   |   | 15,096 |   |
| Loss                from operations                         |   |                             | (8,692  | )                               |   | (5,402 | ) |   | (21,666 | ) |   | (14,929 | ) |
|                                                        |   |                             |    |                            |   |   |   |   |   |   |   |   |   |
| Other                income (expense):                      |   |                             |    |                            |   |   |   |   |   |   |   |   |   |
| Interest                expense                             |   |                             | (105    | )                               |   | (4,192 | ) |   | (11,730 | ) |   | (11,353 | ) |
| Interest                income                              |   |                             | 93      |                            |   | - |   |   | 341 |   |   | - |   |
| Equity                in loss of EnerStruct, Inc.           |   |                             | -       |                            |   | - |   |   | - |   |   | (40 | ) |
| Other                                                       |   |                             | -       |                            |   | 28 |   |   | 61 |   |   | (7 | ) |
| Gain                on derivative liabilities               |   |                             | -       |                            |   | (512 | ) |   | 3,936 |   |   | 991 |   |
| Total                other income (expense)                 |   |                             | (12     | )                               |   | (4,676 | ) |   | (7,392 | ) |   | (10,409 | ) |
|                                                        |   |                             |    |                            |   |   |   |   |   |   |   |   |   |
| Loss                before income taxes                     |   |                             | (8,704  | )                               |   | (10,078 | ) |   | (29,058 | ) |   | (25,338 | ) |
| Income                taxes                                 |   |                             | -       |                            |   | - |   |   | - |   |   | - |   |
| Net                loss before minority interest            |   |                             | (8,704  | )                               |   | (10,078 | ) |   | (29,058 | ) |   | (25,338 | ) |
| Minority                interest                            |   |                             | (299    | )                               |   | (513 | ) |   | (1,495 | ) |   | (1,456 | ) |
| Net                loss                                     |   |                             | (9,003  | )                               |   | (10,591 | ) |   | (30,553 | ) |   | (26,794 | ) |
| Preferred                stock dividends                    |   |                             | -       |                            |   | (537 | ) |   | - |   |   | (1,581 | ) |
| Net                loss attributable to common shareholders |   | $                                | (9,003  | )                               | $      | (11,128 | ) | $ | (30,553 | ) | $ | (28,375 | ) |
|                                                        |   |                             |    |                            |   |   |   |   |   |   |   |   |   |
| Net                loss per share:                          |   |                             |    |                            |   |   |   |   |   |   |   |   |   |
| basic                and diluted                            |   | $                                | (0.08   | )                               | $      | (0.16 | ) | $ | (0.30 | ) | $ | (0.44 | ) |
|                                                        |   |                             |    |                            |   |   |   |   |   |   |   |   |   |
| Weighted                average shares outstanding: (1)     |   |                             |    |                            |   |   |   |   |   |   |   |   |   |
| basic                and diluted                            |   |                             | 106,353 |                            |   | 68,678 |   |   | 100,601 |   |   | 65,098 |   |

| (1) | Share                and per share data for the three and nine months ended September                30, 2007                have been adjusted to reflect a 1 for 7 reverse stock split effective                April 24, 2008. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

----

|                                                                                                                                                |   |              |        |                   |   |        |   |          |    | Accumulated |   | Total         |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------|-------------|------------------------|--------|-------------|--------|---------------|---------|-------------|--------|---------------|--------|
|                                                                                                                                                |   |              |        |                   |   |        |   |          |    | Other       |   | Stockholders' |   |
|                                                                                                                                                |   | Common Stock |        | Paid                In |   | Accumulated |   | Comprehensive |    | Equity      |   |
|                                                                                                                                                |   | Shares (1)   |        | Amount                 |   | Capital     |   | Deficit       |    | Loss        |   | (Deficit)     |   |
| Balance                December 31, 2007                                                                                                            |   |              | 92,597,178  |                   | $      | 925         |   | $             | 233,702 |        | $      | (241,653      | )      | $ | - |   | $ | (7,026 | ) |
|                                                                                                                                                |   |              |        |                   |   |        |   |          |    |        |   |          |   |   |   |   |   |   |   |
| Comprehensive                loss:                                                                                                                  |   |              |        |                   |   |        |   |          |    |        |   |          |   |   |   |   |   |   |   |
| Net                loss (including preferred dividends payable to minority interest                owner                charged to paid in capital) |   |              | -           |                   |   | -           |   |          | (1,495  | )           |   | (29,058       | )      |   | - |   |   | (30,553 | ) |
| Effects                of exchange rates on consolidation                                                                                           |   |              | -           |                   |   | -           |   |          | -       |        |   | -             |   |   | (26 | ) |   | (26 | ) |
| Total                comprehensive loss                                                                                                             |   |              |        |                   |   |        |   |          |    |        |   |          |   |   |   |   |   | (30,579 | ) |
| Shares                issued for exercise of warrants                                                                                               |   |              | 5,682,981   |                   |   | 57          |   |          | 29,643  |        |   | -             |   |   | - |   |   | 29,700 |   |
| Shares                issued for exercise of employee stock options                                                                                 |   |              | 343,489     |                   |   | 3           |   |          | 599     |        |   | -             |   |   | - |   |   | 602 |   |
| Shares                issued for debt origination costs                                                                                             |   |              | 17,559      |                   |   | -           |   |          | 105     |        |   | -             |   |   | - |   |   | 105 |   |
| Shares                issued for conversions of senior debentures                                                                                   |   |              | 2,257,741   |                   |   | 23          |   |          | 12,068  |        |   | -             |   |   | - |   |   | 12,091 |   |
| Shares                issued for conversions of Ener1 Group convertible notes                                                                       |   |              | 3,955,634   |                   |   | 40          |   |          | 13,805  |        |   | -             |   |   | - |   |   | 13,845 |   |
| Acquisition                of minority interest in EnerDel                                                                                          |   |              | 2,857,143   |                   |   | 29          |   |          | 22,745  |        |   | -             |   |   | - |   |   | 22,774 |   |
| 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 | ) |
| 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 |   |
| Redemption                of EnerDel Series A Preferred Stock                                                                                       |   |              | -           |                   |   | -           |   |          | 2,073   |        |   | -             |   |   | - |   |   | 2,073 |   |
| Stock-based                compensation expense                                                                                                     |   |              | -           |                   |   | -           |   |          | 2,379   |        |   | -             |   |   | - |   |   | 2,379 |   |
| Balance                September 30, 2008                                                                                                           |   |              | 107,711,725 |                   | $      | 1,077       |   | $             | 322,016 |        | $      | (270,711      | )      | $ | (26 | ) | $ | 52,356 |   |

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

----

|                                                                                                                       |   | **Nine                Months Ended** |    |
|----------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------|---------|
|                                                                                                                       |   | **September                30,**     |    |
|                                                                                                                       |   | **2008**                             |    | **2007** |   |
|                                                                                                                       |   |                                 |    |   |   |
| Operating                activities:                                                                                       |   |                                 |    |   |   |   |   |
| Net                loss                                                                                                    |   | $                                    | (30,553 | ) | $ | (26,794 | ) |
| Adjustments                to reconcile net loss to cash used in operating                activities:                      |   |                                 |    |   |   |   |   |
|  Gain                on derivative liabilities                                                                        |   |                                 | (3,936  | ) |   | (991 | ) |
|  Minority                interest in losses and preferred dividends of consolidated                subsidiary         |   |                                 | 1,495   |   |   | 1,456 |   |
|  Accretion                of discounts on debentures and notes                                                        |   |                                 | 9,420   |   |   | 5,503 |   |
|  Non-cash                interest expense related to financing costs                                                  |   |                                 | 940     |   |   | 1,104 |   |
|  Non-cash                interest expense related to convertible notes and advances from related                party |   |                                 | 279     |   |   | 884 |   |
|  Non-cash                inducements for debt conversions and equity investments                                      |   |                                 | 753     |   |   | 583 |   |
|  Depreciation                                                                                                         |   |                                 | 559     |   |   | 365 |   |
|  Stock-based                compensation expense                                                                      |   |                                 | 2,379   |   |   | 1,311 |   |
|  Stock                for EnerStruct                                                                                  |   |                                 | -       |   |   | 40 |   |
|  Loss                on disposal of equipment                                                                         |   |                                 | -       |   |   | 10 |   |
|  Changes                in certain operating assets and liabilities:                                                  |   |                                 |    |   |   |   |   |
| Increase                in accounts receivable                                                                             |   |                                 | (2,417  | ) |   | (32 | ) |
| Increase                in inventory                                                                                       |   |                                 | (356    | ) |   | - |   |
| Increase                in prepaid expenses and other current assets                                                       |   |                                 | (711    | ) |   | (186 | ) |
| Decrease                (increase) in other assets                                                                         |   |                                 | 164     |   |   | (108 | ) |
| Increase                (decrease) in accounts payable and accrued expenses                                                |   |                                 | 1,933   |   |   | (2,041 | ) |
| Changes                in current assets, liabilities and other, net                                                       |   |                                 | 171     |   |   | 882 |   |
| Net                cash used in operating activities                                                                       |   |                                 | (19,880 | ) |   | (18,014 | ) |
|                                                                                                                       |   |                                 |    |   |   |   |   |
| Investing                activities:                                                                                       |   |                                 |    |   |   |   |   |
| Capital                expenditures                                                                                        |   |                                 | (4,787  | ) |   | (390 | ) |
| Equipment                deposits                                                                                          |   |                                 | (2,897  | ) |   | - |   |
| Legal                fees for acquisition of minority interest                                                             |   |                                 | (547    | ) |   | - |   |
| Cash                proceeds from sale of assets                                                                           |   |                                 | -       |   |   | 74 |   |
| Net                cash used in investing activities                                                                       |   |                                 | (8,231  | ) |   | (316 | ) |
|                                                                                                                       |   |                                 |    |   |   |   |   |
| Financing                activities:                                                                                       |   |                                 |    |   |   |   |   |
| Proceeds                from convertible notes and advances from related party, net of                costs                |   |                                 | -       |   |   | 5,195 |   |
| Proceeds                from exercise of warrants                                                                          |   |                                 | 29,700  |   |   | 5,206 |   |
| Proceeds                from exercise of options                                                                           |   |                                 | 602     |   |   | - |   |
| Proceeds                from sale of stock, net of costs                                                                   |   |                                 | -       |   |   | 9,862 |   |
| Redemption                of EnerDel Series A Preferred Stock                                                              |   |                                 | (8,000  | ) |   | - |   |
| Repayment                of notes payable and bank installment loan                                                        |   |                                 | (315    | ) |   | (435 | ) |
| Net                cash provided by financing activities                                                                   |   |                                 | 21,987  |   |   | 19,828 |   |
|                                                                                                                       |   |                                 |    |   |   |   |   |
| Effect                of exchange rate changes on cash and cash equivalents                                                |   |                                 | (50     | ) |   | - |   |
| Net                (decrease) increase in cash and equivalents                                                             |   |                                 | (6,174  | ) |   | 1,498 |   |
| Cash                and cash equivalents - beginning balance                                                               |   |                                 | 24,826  |   |   | 291 |   |
| Cash                and cash equivalents - ending balance                                                                  |   | $                                    | 18,652  |   | $ | 1,789 |   |

----

| **Supplemental                Disclosure of Noncash Investing and Financing                Activities**         |   |   |   |   |   |   |   |
|-----------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|--------|--------|
|                                                                                                            |   |   |   |   |   |   |   |
| Cash                paid during the year for:                                                                   |   |   |   |   |   |   |   |
| Interest                                                                                                        |   | $      | 164    |   | $      | 3,863  |   |
| Income                taxes                                                                                     |   |   | -      |   |   | -      |   |
|                                                                                                            |   |   |   |   |   |   |   |
| Non-cash                investing and financing activities:                                                     |   |   |   |   |   |   |   |
| Shares                issued for conversion of senior debentures                                                |   | $      | 11,715 |   | $      | 731    |   |
| Shares                issued for conversion of convertible notes                                                |   |   | 11,960 |   |   | -      |   |
| Shares                issued for conversion of senior debentures interest                                       |   |   | 174    |   |   | -      |   |
| Shares                issued for conversion of convertible notes interest                                       |   |   | 1,885  |   |   | -      |   |
| Shares                issued for inducement to convert senior debentures                                        |   |   | 203    |   |   | -      |   |
| Shares                issued for debt origination                                                               |   |   | 105    |   |   | -      |   |
| Shares                issued in connection with EnerStruct                                                      |   |   | -      |   |   | 933    |   |
| Shares                issued for acquisition of minority interest                                               |   |   | 22,429 |   |   | -      |   |
| Warrant                modification in connection with acquisition of minority                interest          |   |   | 345    |   |   | -      |   |
| Reduction                in accounts payable in connection with acquisition of minority                interest |   |   | 163    |   |   | -      |   |
| Redemption                of EnerDel                Series A Preferred Stock                                    |   |   | 2,073  |   |   | -      |   |
| Cashless                exercise of options and warrants                                                        |   |   | -      |   |   | 1      |   |
| Borrowings                pursuant to capital lease obligations                                                 |   |   | 4,152  |   |   | -      |   |
| 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 convertible                notes       |   |   | 3,608  |   |   | -      |   |
| Warrants                issued in connection with the conversion of convertible                notes            |   |   | 550    |   |   | -      |   |
| Warrants                issued in connection with the issuance of debt                                          |   |   | -      |   |   | 3,236  |   |
| Warrants                issued in connection with settlement of leasehold                                       |   |   | -      |   |   | 18     |   |
| Notes                payable issued in connection with settlement of leasehold                                  |   |   | -      |   |   | 509    |   |
| Notes                payable issued in connection with purchased research and                development        |   |   | -      |   |   | 370    |   |
| Reduction                of accounts payable for stock and notes payable                                        |   |   | -      |   |   | 399    |   |
| Reduction                of advances for exercise of warrants                                                   |   |   | -      |   |   | 4,700  |   |
| Accrued                dividends on preferred stock                                                             |   |   | -      |   |   | 800    |   |
| Accretion                of discount on preferred stock                                                    |   |   | -      |   |   | 781    |   |

----

**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*

----

**Note      2 – Nature of the Business **

**Note            3 – Acquisition of Minority Interest**

*Business        Combinations*
*Goodwill        and Other Intangible Assets*

----

**Note        4 – Accounts Receivable and Cost Sharing Arrangements**

*Reporting        Revenue Gross as a Principal versus Net as an Agent*

**Note        5 – Inventory**

**Note        6 - Capital Lease Obligations**

----

**Note          7 - 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 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 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          8 - Debt**

***2004          Senior Secured Convertible Debentures***

***2005          Senior Secured Convertible Debentures***

----

**Note        9 – Redeemable Preferred Stock **

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

*Early        Extinguishment of a Subsidiary’s Mandatorily Redeemable Preferred        Stock*

**Note        10 – Related Party Transactions**

***Intercompany        Transactions with Ener1 Group***

----

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

----

**Note        11 – Stock Issuances during the Nine Months Ended September 30,        2008**

**Note        12 - Comprehensive Income or Loss and Foreign Currency        Translation**

*Reporting        Comprehensive Income*

**Note        13 – 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    |   |   | $13,289,766 |   |
|                                               |   |                                |      |                                     |   |                                                                                     |   |                         |   |   |   |   |   |
| Granted                                            |   |                                | 338,940   |                                     |   | $5.19                                                                                    |   |                         |   |   |   |   |   |
| Exercised                                          |   |                                | (347,479  | )                                        |   | $1.81                                                                                    |   |                         |   |   |   |   |   |
| Forfeited                  or expired              |   |                                | (240,433  | )                                        |   | $2.88                                                                                    |   |                         |   |   |   |   |   |
| Cancelled                                          |   |                                | (150,001  | )                                        |   | $1.88                                                                                    |   |                         |   |   |   |   |   |
| Outstanding                  at September 30, 2008 |   |                                | 4,259,671 |                                     |   | $3.25                                                                                    |   |                         | 4.7    |   |   | $19,435,050 |   |
|                                               |   |                                |      |                                     |   |                                                                                     |   |                         |   |   |   |   |   |
| Exercisable                  at September 30, 2008 |   |                                | 2,549,274 |                                     |   | $3.18                                                                                    |   |                         | 4.7    |   |   | $11,805,112 |   |

----

----

**Note        14 - Warrants **

| **Warrants**                                                       |   | **Number of ****Warrants** |       | **Weighted ****Average ****Price** |   | **Average ****Remaining ****Term in Years** |   | **Intrinsic ****Value** |   |
|--------------------------------------------------------------------|--------|--------------------------------------|------------|----------------------------------------------|--------|-----------------------------------------------------------------|--------|------------------------------|--------|
|                                                               |   |                                 |       |                                         |   |                                                            |   |                         |   |
| Outstanding                  and Exercisable at December 31, 2007  |   |                                 | 32,102,009 |                                         |   | $3.99                                                           |   |                         | 3.3    |   |   | $67,659,235 |   |
|                                                               |   |                                 |       |                                         |   |                                                            |   |                         |   |   |   |   |   |
| Granted                                                            |   |                                 | 142,858    |                                         |   | $5.95                                                           |   |                         |   |   |   |   |   |
| Exercised                                                          |   |                                 | (5,725,007 | )                                            |   | $5.25                                                           |   |                         |   |   |   |   |   |
| Forfeited                  or expired                              |   |                                 | (2,571,429 | )                                            |   | $5.25                                                           |   |                         |   |   |   |   |   |
| Surrendered                                                        |   |                                 | -          |                                         |   | -                                                               |   |                         |   |   |   |   |   |
| Outstanding                  and Exercisable at September 30, 2008 |   |                                 | 23,948,431 |                                         |   | $3.52                                                           |   |                         | 3.9    |   |   | $109,473,505 |   |

**Note        15 – Earnings per Share**

----

|                                                                            |   | **Three Months Ended** |      | **Nine Months Ended** |   |
|---------------------------------------------------------------------------------|--------|----------------------------------|-----------|---------------------------------|--------|
|                                                                            |   | **September 30,**           |      | **September 30,**          |   |
|                                                                            |   | **2008**                         |      | **2007**                        |   | **2008** |   | **2007** |   |
| Stock                  options that were not in the money                       |   |                             | -         |                            |   | 742,537 |   |   | - |   |   | 742,537 |   |
| Warrants                  that were not in the money                            |   |                             | 2,901,105 |                            |   | 6,182,898 |   |   | 2,901,105 |   |   | 6,182,898 |   |
| Plus                  shares from assumed conversion of convertible securities: |   |                             |      |                            |   |   |   |   |   |   |   |   |   |
| 2004                  Debentures                                                |   |                             | -         |                            |   | 3,092,622 |   |   | - |   |   | 3,092,622 |   |
| 2005                  Debentures                                                |   |                             | -         |                            |   | 2,425,442 |   |   | - |   |   | 2,425,442 |   |
| Convertible                  Group Notes                                        |   |                             | -         |                            |   | 3,417,143 |   |   | - |   |   | 3,417,143 |   |
| Total                  options, warrants and convertible securities             |   |                             |      |                            |   |   |   |   |   |   |   |   |   |
| excluded                  from weighted average shares                          |   |                             | 2,901,105 |                            |   | 15,860,642 |   |   | 2,901,105 |   |   | 15,860,642 |   |

**Note        16 – Segment Information **

*Disclosure        about Segments of an Enterprise and Related Information*

----

|                                        |   | **Three Months Ended** |   | **Nine Months Ended** |   |
|---------------------------------------------|--------|----------------------------------|--------|---------------------------------|--------|
|                                        |   | **September 30,**           |   | **September 30,**          |   |
|                                        |   | **2008**                         |   | **2007**                        |   | **2008** |   | **2007** |   |
| **Net                  sales:**             |   |                             |   |                            |   |   |   |   |   |   |   |   |   |
| Corporate                                   |   | $                                | 30     |                            | $      | - |   | $ | 30 |   | $ | - |   |
| Battery                                     |   |                             | 6      |                            |   | 24 |   |   | 518 |   |   | 25 |   |
| Fuel                  Cell                  |   |                             | 3      |                            |   | 24 |   |   | 25 |   | $ | 142 |   |
| Total                  net sales            |   | $                                | 39     |                            | $      | 48 |   | $ | 573 |   | $ | 167 |   |
|                                        |   |                             |   |                            |   |   |   |   |   |   |   |   |   |
| **Net                  loss:**              |   |                             |   |                            |   |   |   |   |   |   |   |   |   |
| Corporate                                   |   |                             | (301   | )                               |   | 1,474 |   |   | (6,653 | ) |   | (1,938 | ) |
| Battery                                     |   |                             | (6,990 | )                               |   | (8,123 | ) |   | (17,272 | ) |   | (17,353 | ) |
| Fuel                  Cell                  |   |                             | (1,263 | )                               |   | (3,020 | ) |   | (5,277 | ) |   | (5,499 | ) |
| Nanotechnology                              |   |                             | (449   | )                               |   | (922 | ) |   | (1,351 | ) |   | (2,004 | ) |
| Net                  income (loss)          |   | $                                | (9,003 | )                               | $      | (10,591 | ) | $ | (30,553 | ) | $ | (26,794 | ) |
|                                        |   |                             |   |                            |   |   |   |   |   |   |   |   |   |
| **Corporate                  allocations:** |   |                             |   |                            |   |   |   |   |   |   |   |   |   |
| Corporate                                   |   |                             | (2,243 | )                               |   | 4,660 |   |   | (9,124 | ) |   | 12,156 |   |
| Battery                                     |   |                             | 1,798  |                            |   | (3,197 | ) |   | 6,393 |   |   | (8,606 | ) |
| Fuel                  Cell                  |   |                             | 327    |                            |   | (1,116 | ) |   | 2,222 |   |   | (2,569 | ) |
| Nanotechnology                              |   |                             | 118    |                            |   | (347 | ) |   | 509 |   |   | (981 | ) |
| Net                  income (loss)          |   | $                                | -      |                            | $      | - |   | $ | - |   | $ | - |   |

|                          |   | **September 30,** |   | **December 31,** |   |
|-------------------------------|--------|------------------------|--------|-----------------------|--------|
|                          |   | **2008**               |   | **2007**              |   |
| **Assets:**                   |   |                   |   |                  |   |   |   |
| Corporate                     |   |                   | 19,202 |                  |   | 26,090 |   |
| Battery                       |   |                   | 42,090 |                  |   | 4,665 |   |
| Fuel                  Cell    |   |                   | 455    |                  |   | 497 |   |
| Nanotechnology                |   |                   | 143    |                  |   | 49 |   |
| Total                  assets |   | $                      | 61,890 |                  | $      | 31,301 |   |

----

**Note        17 – Commitments and Contingencies**

***Litigation***

**Note        18 – Subsequent Events**

----

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

***BUSINESS        OVERVIEW AND RECENT DEVELOPMENTS***

*Business        Combinations*
*Goodwill        and Other Intangible Assets*

----

***EnerDel***

----

***EnerFuel***

***NanoEner***

***Other        Developments***

----

***RESULTS        OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30,        2008***

*Net        income (loss)*

*Loss        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***

***Cash        Flow Summary***

*Operating        Activities*

*Investing        Activities*

----

*Financing        Activities*

*Other        Activities*

***Liquidity***

----

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

*Derivative        Instruments*

*Share-Based        Payments*

----

*Revenue        Recognition*

*Reporting        Revenue Gross as a Principal versus Net as an Agent*

***Off-Balance        Sheet Arrangements***

**Item        3. Quantitative and Qualitative Disclosures About Market        Risk**

**Item        4. Controls and Procedures**

As        of        September 30, 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(b). 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 Exchange Act Rule 13a-15(e)), our        Chief        Executive Officer and Chief Financial Officer have concluded that as of        September 30, 2008, such disclosure controls and procedures were effective.        

***Changes        in Internal Control over Financial Reporting***

----

**PART        II - OTHER INFORMATION**

**Item        1. Legal Proceedings. **

**Item        2. Unregistered Sales of Equity Securities and Use of        Proceeds.**

*The        following issuances of our securities were exempt from registration        under Section 4(2) of the Securities Act of 1933, as amended and Regulation        D under the Securities Act:*

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

----

**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.                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 3.10   | Articles                  of Amendment to Amended and Restated Articles of Incorporation,                  incorporated by reference to Exhibit B of the Registrant’s Schedule 14C                  filed July 22, 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 Ener1 Group, 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. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.37   | Warrant                  issued to Alpha Class Investments, Ltd., dated October 24, 2008,                  to                  purchase 2,560,000 shares of Common Stock of the Registrant at                  a price per                  share of $7.50, incorporated by reference to Exhibit 4.1 to the                  Registrant’s Current Report on Form 8-K dated October 30,                  2008.                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 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.,                  incorporated 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,                  Inc., 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.                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.42  | Purchase                  Agreement, entered into on October 16, 2008, by and between Ener1,                  Inc.                  and TVG Asian Communications Fund, L.P. and Rosebud Securities                  Limited to                  acquire 83% ownership interest in Enertech International, Inc.,                  incorporated herein by reference to Exhibit 10.1 to Registrant’s Current                  Report on Form 8-K dated October 30, 2008. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 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.*                                                                                                                                                                                                                                                    |

----

**ENER1,        INC. AND SUBSIDIARIES**

**SIGNATURES**

|                                      | ENER1,                  INC. |
|-------------------------------------------|------------------------------|
|                                      |                         |   |
| Dated:                  November 13, 2008 | by:                          | /s/                  Charles Gassenheimer |
|                                      |                         | Charles                  Gassenheimer |
|                                      |                         | Chief                  Executive Officer and Chairman of the Board |
|                                      |                         | (Principal                  Executive Officer) |
|                                      |                         |   |
|                                      |                         |   |
| Dated:                  November 13, 2008 | by:                          | /s/                  Gerard A. Herlihy |
|                                      |                         | Gerard                  A. Herlihy |
|                                      |                         | Chief                  Financial Officer |
|                                      |                         | (Principal                  Financial Officer and Principal                  Accounting Officer) |

----