Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GOTTESFELD SHIMSHON
   2. Issuer Name and Ticker or Trading Symbol
MECHANICAL TECHNOLOGY INC [MKTY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
VP & CTO - MTI MFCI
(Last)
(First)
(Middle)
431 NEW KARNER ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
12/30/2005
(Street)

ALBANY, NY 12205		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 2.8 12/30/2005   A(1)   6,877   12/30/2005(2) 07/16/2012 Common Stock 6,877 $ 2.8 6,877 D  
Stock Options (Right to Buy) $ 2.8 12/30/2005   A(1)   27,506   12/30/2005(3) 03/31/2013 Common Stock 27,506 $ 2.8 27,506 D  
Stock Options (Right to Buy) $ 2.8 12/30/2005   A(1)   13,753   12/30/2005(4) 09/14/2013 Common Stock 13,753 $ 2.8 13,753 D  
Stock Options (Right to Buy) $ 2.8 12/30/2005   A(1)   17,191   12/30/2005(5) 03/03/2014 Common Stock 17,191 $ 2.8 17,191 D  
Stock Options (Right to Buy) $ 2.8 12/30/2005   A(1)   29,834   12/30/2005(6) 12/09/2014 Common Stock 29,834 $ 2.8 29,834 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GOTTESFELD SHIMSHON
431 NEW KARNER ROAD
ALBANY, NY 12205		       VP & CTO - MTI MFCI

Signatures

 By: Cynthia A. Scheuer as Attorney in Fact for   01/03/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents options issued in exchange for MTI Micro options tendered and canceled pursuant to the MTI and MTI Micro November 28, 2005 Exchange Offer. The exchange rate is one (1) MTI option for each two (2) shares of MTI Micro common stock issuable upon exercise of surrendered MTI Micro options, rounded down to the nearest whole share, or if an individual had an MTI Micro option balance in excess of 150,000, then at a rate of one (1) MTI option for each four (4) shares of MTI Micro common stock issuable upon exercise of surrendered MTI Micro options in excess of 150,000. All options were issued with the same vesting schedule and expiration term as the originally issued MTI Micro options.
(2) 5,158 are immediately vested and the remainder vests on 04/01/06.
(3) 13,753 are immediately vested and the remainder vests 50% on 04/01/06 and 04/01/07, respectively.
(4) 6,877 are immediately vested and the remainder vests 50% on 09/15/06 and 09/15/07, respectively.
(5) 4,298 are immediately vested and the remainder vests 33.333% on 03/04/06, 03/04/07 and 03/04/08, respectively.
(6) 7,459 are immediately vested and the remainder vests 8.33% per quarter beginning on 01/01/06.

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