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                                                                   EXHIBIT 10.39


                               AMENDMENT NO. 1 TO
                              DISTRIBUTOR AGREEMENT

     Amendment No. 1 (this "Amendment") to the Distributor Agreement dated as of
February 2, 1999 (the "Original Agreement") is entered into by and between GE
FUEL CELL SYSTEMS, L.L.C., a Delaware limited liability company ("GEFCS") and
PLUG POWER INC., a Delaware corporation ("PP"), as of May 31, 2000 (the
"Effective Date").  The parties hereto may be referred to herein individually as
a "Party" or together as "Parties".  Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Original
Agreement.

     WHEREAS, the Parties entered into the Original Agreement with a view toward
entering into a Service Agreement by June 1, 2000, pursuant to which GEFCS would
provide labor, transportation and other services (defined therein) necessary for
repairs and replacements to Products or Pre-Commercial Units (defined therein)
and, which would set forth a warranty approval process for the same; and

     WHEREAS, the Parties desire to amend the termination provisions of the
Original Agreement, as set forth below.

     NOW, THEREFORE, in consideration of the premises set forth above and of
other good and valuable consideration, the sufficiency and receipt of which by
each Party from the other Party are hereby acknowledged, the Parties agree as
follows:

1.   AMENDMENT TO THE ORIGINAL AGREEMENT.  Effective as of the date hereof, the
Original Agreement is amended as follows:

     A. Paragraph 3 in Section 7, "Warranties," of Schedule B to the Original
     Agreement is revised to read as follows: "DISTRIBUTOR will provide the
     labor, transportation, and other Services necessary for such repairs and
     replacements pursuant to a Service Agreement that will be mutually agreed
     between SUPPLIER and DISTRIBUTOR. If such Service Agreement is not agreed
     to by June 30, 2001, then this Distributor Agreement will terminate. The
     Service Agreement will set forth the limits on SUPPLIER's reimbursement to
     DISTRIBUTOR for labor, transportation, and other Services. The Service
     Agreement will also set forth a warranty approval process that will include
     pre-approval of major warranty claims prior to commencement of work,
     submission of all warranty claims for review and approval by SUPPLIER, and
     return of all parts subject to warranty claims to SUPPLIER."


2.   REPRESENTATIONS AND WARRANTIES.  Each of the Parties hereto hereby
represents and warrants that this Amendment and the Original Agreement, as
previously executed and as hereby amended, constitute its legal, valid and
binding obligations, and are enforceable against it in accordance with their
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights in general and subject to general principles of equity,
regardless of whether such enforceability is considered in a proceeding in
equity or at law.
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3.   REFERENCE TO THE EFFECT ON THE ORIGINAL AGREEMENT.

     A.  On and after the date as to which this Amendment is effective, each
         reference in the Original Agreement to "this Agreement," "hereunder,"
         "hereof," "herein" or words of like import shall mean and be a
         reference to the Original Agreement as amended hereby.

     B.  Except as specifically set forth above, the Original Agreement shall
         remain in full force and effect, and is hereby ratified and confirmed.

     C.  The execution, delivery and effectiveness of this Amendment shall not,
         except as expressly provided herein, operate as a waiver of any right,
         power or remedy of any Party, nor constitute a waiver of any provision
         of the Original Agreement.

4.   HEADINGS.  The headings contained in this Amendment are for convenience
of reference only, do not constitute a part of this Amendment, and will not be
employed in interpreting this Amendment.

5.   COUNTERPARTS.  This Amendment may be executed in any number of
counterparts and each such counterpart will be deemed to be an original.

     IN WITNESS WHEREOF, each of the Parties has caused this Amendment No. 1 to
be executed by its duly authorized representative as of the date first written
above.


                              GE FUEL CELL SYSTEMS, L.L.C.

                              By: /s/ Barry Glickman
                                 -----------------------------
                              Name:  Barry Glickman
                              Title: President

                              PLUG POWER INC.


                              By: /s/ Gary Mittleman
                                 -----------------------------
                              Name:  Gary Mittleman
                              Title: President and CEO