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                                                            September 5, 2018

Paul B. Middleton
Chief Financial Officer
Plug Power Inc.
968 Albany Shaker Road
Latham, NY 12110

       Re: Plug Power Inc.
           Form 10-K for the Fiscal Year Ended December 31, 2017
           Filed March 12, 2018
           Form 10-Q for the Quarterly Period Ended June 30, 2018
           Filed August 9, 2018
           Form 8-K filed August 9, 2018
           File No. 001-34392

Dear Mr. Middleton:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2017

Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Results of Operations, page 21

1.    Throughout this filing, you present and discuss revenue and gross
profit/(loss) on a gross
      basis excluding the effects of the provision for the fair value of
warrants issued as sales
      incentives. Tell us how you considered Question 100.04 of the Compliance
and
      Disclosure Interpretations on Non-GAAP Financial Measures when presenting
      these measures. That guidance indicates that it is not appropriate to
present non-GAAP
 Paul B. Middleton
FirstName LastNamePaul B. Middleton
Plug Power Inc.
Comapany 5, 2018
September NamePlug Power Inc.
September 5, 2018 Page 2
Page 2
FirstName LastName
         measures that substitute individually tailored revenue recognition and
measurement
         methods for those of GAAP. This comment also applies to similar
presentations within
         your non-GAAP measures included in your August 9, 2018 Form 8-K
earnings release.
Consolidated Statements of Operations, page F-5

2.       The presentation of revenue by line item and in total, excluding the
provision for the fair
         value of warrants issued as sales incentives, is not in compliance
with Item 10(e)(1)(ii)(C)
         of Regulation S-K. Please revise your future filings to remove this
non-GAAP measure
         from the face of your GAAP statement of operations.
Note 5 - Wal-Mart Stores, Inc. Transaction Agreement, page F-20

3.       We note that you issued warrants in the Amazon Transaction Agreement
and Walmart
         Transaction Agreement and upon execution of these agreements, the
first warrant tranches
         vested. Please address the following:
           Explain to us how you determined the classification and accounting
for the warrants
            issued to Amazon and Walmart, citing the authoritative guidance
upon which you
            relied. Refer to ASC 505 and 605, as appropriate.
           Describe to us the differences in the terms of the agreements and
explain how those
            differences impacted your classification of the first tranche of
the Amazon
            warrant within the statement of operations as a selling, general
and administrative
            expense and the Walmart warrant as a reduction of revenue,
respectively.
Form 10-Q for the Quarterly Period Ended June 30, 2018

Note 12 - Revenue
Estimated Future Revenue, page 28

4.       Please revise your future filings to disclose when you expect to
recognize revenues related
         to unsatisfied (or partially unsatisfied) performance obligations.
Refer to ASC 606-10-50-
         13(b).
Note 13 - Income Taxes, page 28

5.       Please describe to us in greater detail the accounting and underlying
facts and
         circumstances that led to the recognition of the $5.8 million income
tax benefit under ASC
         740-20.
Form 8-K Filed August 9, 2018

Exhibit 99.1, page 1

6.       We note that in the highlights section you present non-GAAP measures
with greater
         prominence than the directly comparable GAAP measures by only
discussing non-
         GAAP gross revenue and non-GAAP gross revenue growth percentage,
adjusted gross
 Paul B. Middleton
Plug Power Inc.
September 5, 2018
Page 3
         margin and adjusted loss per share, and discussing only adjusted
EBITDAS on page 5 and
         free cash flow on page 6 without also discussing the comparable GAAP
measures. In
         addition, you present the forward looking non-GAAP measures adjusted
gross margin and
         EBITDAS without providing the reconciliation of the amounts to the
most directly
         comparable GAAP financial measure or the statement that providing such
reconciliation
         requires unreasonable efforts. Refer to Question 102.10 of the
Compliance and Disclosure
         Interpretations on Non-GAAP Financial Measures and please revise your
presentation in
         future earnings releases to comply with that guidance.
Reconciliation of Non-GAAP Financial Measures, page 12

7.       We note the line item included within the reconciliations of adjusted
EBITDAS and
         adjusted net loss labelled as Walmart financing cash margin. Please
describe to us in
         greater detail the accounting for the financing of the PPA deployments
with Walmart that
         resulted in losses of $9.2 million for the six months ended June 30,
2018.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

        You may contact Eric Atallah at (202) 551-3663 or Kevin Kuhar,
Accounting Branch
Chief, at (202) 551-3662 with any questions.



FirstName LastNamePaul B. Middleton                          Sincerely,
Comapany NamePlug Power Inc.
                                                             Division of
Corporation Finance
September 5, 2018 Page 3                                     Office of
Electronics and Machinery
FirstName LastName
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