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   seccoverletterwiths-1amendme.htm - Prepared by EDGARX.com

[Baker, Donelson Letterhead]

May 5, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

ATTN:  Caleb French, Esq.

Re:       Mechanical
Technology, Incorporated

Registration Statement
on Form S-1

Originally Filed
April 18, 2017

File No. 333- 217351

Dear Mr. French:

On behalf of Mechanical
Technology, Incorporated (the “Company”), we have filed today Pre-Effective
Amendment No. 1 (the “Amendment”) to the Company’s Registration Statement on
Form S-1 referenced above (the “Registration Statement”).

We have revised the
incorporation of the Company’s proxy statement for its 2017 annual meeting of
stockholders in accordance with the staff’s comment.  Please see page 12 of the
Amendment.

Further, you asked for an
explanation as to the necessity to include the reference to Section 630 of the
New York Business Corporation Law with respect to the non-assessable portion of
the legal opinion filed as Exhibit 5.1 to the Registration Statement.  The
following explanation has been provided to us for inclusion herein by Couch
White, LLP, local counsel to the Company, who issued the legal opinion filed
with the Registration Statement:

Section 630(a) of the New York Business
Corporation Law provides that “[t]he ten largest shareholders” of every New
York corporation, “no shares of which are listed on a national securities
exchange or regularly quoted in an over-the-counter market by one or more
members of a national or an affiliated securities association,
shall jointly and severally be personally liable for all debts, wages or
salaries due and owing to any of [the corporation’s] laborers, servants or
employees other than contractors, for services performed by them for such
corporation.”  New York Business Corporation Law §630(b) provides that “wages
or salaries” means “all compensation and benefits payable by an employer to or
for the account of the employee for personal services rendered by such
employee.”

U.S.
Securities and Exchange Commission

May 5, 2017

Page 2
of 2

            In the legal opinion of Couch White, LLP filed
with the Registration Statement, Section 630 of the New York Business
Corporation Law is excepted from the Firm’s opinion with regard to the
non-assessability the Company’s common stock.  This is required in light of the
traditional view that “nonassessable” stock is stock that does not subject its
holder to an obligation to make further payment to or on behalf of the
corporation, whether pursuant to statute or charter.  In the instant situation,
in the event that the Company’s common stock was either deemed by New York
State to not be “regularly quoted” on the OTC Markets, where the stock is
currently quoted, or ceases entirely to be so quoted at a later date,
then-current holders of the shares covered by the Registration Statement  (the
“Shares”) may be one of the largest ten shareholders of the Company and
therefore viewed by New York as statutorily subject to and personally liable
for the Company’s obligations to its “laborers, servants or employees” pursuant
to Section 630 of the New York Business Corporation Law.  Couch White, LLP’s
legal opinion recognizes this possibility and properly excepts such contingent
shareholder liability for an obligation of the Company from the
“non-assessability” opinion with regard to the Shares.

*                      *                      *                      *                      *

If we can be of further assistance
in facilitating the staff’s review, please contact the undersigned at (410) 862-1141
or psomergreif@bakerdonelson.com.

Sincerely,

/s/
Penny Somer-Greif

Penny Somer-Greif

cc:        Lisa Brennan

            Frederick W.
Jones

            Mechanical Technology, Incorporated