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CORRESP
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September 11, 2024

Ms. Beverly Singleton

Mr. Andrew Blume

Office of Manufacturing

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Plug Power Inc.

    Form 10-K for Fiscal Year Ended December 31, 2023

    Form 10-Q for the Quarterly Period Ended June 30, 2024

    File No. 001-34392

Dear Ms. Singleton and Mr. Blume:

This letter is being submitted on behalf of Plug Power Inc. (the “Company,”
 “Plug,” “we,” “us,” or “our”) in response to the comments of the staff of the Division
of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) as set
forth in your letter to the Company dated August 27, 2024. For your convenience, the Staff’s comments and the responses thereto
are set forth sequentially below.

Form 10-K for the Fiscal year Ended December 31, 2023

Note 2. Summary of the Significant Accounting
Policies

Principles of Consolidation, page F-12

 1. Please tell us and disclose how you account for the Hidrogenii joint venture discussed on page F-11. To the extent you consolidate
the joint venture, as indicated by management during the second quarter 2024 earnings call, explain in sufficient detail how you have
a controlling financial interest.

Company
Response:

The Company respectfully acknowledges the Staff’s
comment and notes that the Company has variable interests in Hidrogenii and Hidrogenii is considered to be a variable interest entity
(“VIE”) in accordance with ASC 810-10-15-14.   The Company respectfully informs the Staff that it will clarify those
facts in future filings.  As of December 31, 2023, Hidrogenii had approximately $9.4 million in assets (0.2% of the Company’s
consolidated total assets) and $2.6 million in liabilities (0.1% of the Company’s consolidated total liabilities).   Hidrogenii
had no revenue and less than $10 thousand in expenses during 2023.  As of December 31, 2023, the Company concluded that the
results of Hidrogenii were immaterial to the Company’s consolidated financial statements.

Hidrogenii is owned 50% by the Company and 50%
by Olin. In addition, the Company has entered into service contracts with Hidrogenii related to Hidrogenii’s operations. The Company
determined that it is the primary beneficiary of the VIE as per the criteria in ASC 810-10-25-38A.  The purpose and design of Hidrogenni
is to develop, construct and operate a facility in St. Gabriel, Louisiana to liquify and monetize hydrogen that is procured from the adjacent
chlor-alkali facility owned by Olin. Therefore, the activities that most significantly impact the economic performance of Hidrogenii are
its operational services, which primarily consist of the procurement and processing of hydrogen, maintenance of the plant equipment, and
selling of liquid hydrogen. Once the plant is operational, such services will be conducted by Plug employees and will utilize Plug’s
assets, which will consist primarily of hydrogen processing equipment.  All Hidrogenii employees will be Plug employees. In addition,
Plug will perform the management and oversight responsibilities of the operational services for Hidrogenii.  These roles and responsibilities
include decision-making related to hydrogen procurement and processing, personnel decisions (e.g., compensation, hiring, etc.), maintenance
of the plant and sales of liquid hydrogen.

All decisions that most significantly impact the
economic performance of Hidrogenii require the approval of a majority vote of the Board. Through the respective 50% equity ownership interests,
Plug and Olin each hold three (3) out of six (6) board seats. In addition, the LLC agreement allows Plug to designate one of
its directors to serve as the Chairperson of the Board. If the number of votes cast at any particular proposal at a meeting of the Board
is equal, the Chairperson shall have the deciding vote.  As such, Plug has unilateral control to make key decisions over the activities
that most significantly impact the economic performance of Hidrogenii.  Other than certain matters that require mutual consent such
as change in the form of the VIE or sale of all or substantially all of the assets of the VIE, there are no matters that are subject to
a Board vote whereby the Chairperson would not have the deciding vote.   Since Plug unilaterally controls decision-making over
such activities at the Board level, via its Chairperson position, we have concluded that Plug meets the power criterion as it has the
power to direct the activities that most significantly impact the economic performance of Hidrogenii, per ASC 810-10-25-38A(a).
Further, there are no explicit kick-out rights (i.e., over the Chairperson) or participating rights held by Olin.

In determining which party or parties have the
obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE,
Plug assessed the rights and obligations of the equity interest held by Plug and concluded Plug meets the economics criterion
in ASC 810-10-25-38A(b). In addition to its equity interest, through its service agreements with Hidrogenii, the Company may absorb losses
of Hidrogenii that could be significant to Hydrogenii if there are overruns or inefficiencies.

Per ASC 810-10-25-38A, the primary beneficiary
of a variable interest entity is the entity that meets both the power criterion and economics criterion.  Plug meets both of these
criteria, and therefore, Plug is the primary beneficiary and should consolidate the VIE.  As noted above, the Company concluded
that the relevant disclosures required by ASC 810 were not material given the size of the VIE; however, as the VIE becomes more material
to the financial position and operations of the Company, we will include in future filings the relevant disclosures for variable interest
entities.

Inventory, page F-20

 2. We note from Schedule II on page 79 that your inventory reserve significantly increased during fiscal 2023 with approximately
$94 million charged as an expense and only approximately $14 million reflected as deductions for inventory write-offs. Please tell us
the reasons for the significant increase in inventory charges during fiscal 2023 as compared to the prior periods and clarify why there
were not further reductions to the reserve as the inventory turned. Please revise your MD&A to provide clarity regarding the reasons
for and impact of the charges on your results of operations. In doing so, tell us where the charges are reflected on your statements of
operations.

Company
Response:

The Company respectfully advises the Staff that
the $94 million of inventory charges in 2023 includes approximately $52 million related to lower of cost or net realizable value (LCNRV)
charges, and approximately $42 million related to excess and obsolescence (E&O) charges.

The increase in LCNRV charges in 2023 compared
to prior periods was primarily due to the launch of new products, specifically our electrolyzers and stationary hydrogen fuel cell products,
which were not produced at scale until 2023. The production time on these new products is longer term, so much of the inventory had yet
to turn as of December 31, 2023. Our electrolyzer and stationary fuel cell products comprised approximately 75% of the $52 million
in LCNRV charges recorded during 2023. As the activity and production for these products lines started to accelerate in the second half
of 2023 and production progressed towards the final stages on new product offering for several customers with executed sales agreements,
it began to become apparent that these contracts would be sold at negative margins in light of the fact that executed sales contracts
could not be changed. At that point, in accordance with ASC 330-10-35, the Company began to estimate the losses on these various contracts
and record the necessary write down of inventory prior to the actual sales to the end customers.

The increase in E&O charges was primarily
related to the large build-up of overall inventory given supply chain concerns and the anticipated growth in the new product sales discussed
above. When sales targets were not met and design changes became necessary on certain new products, it became apparent during our quarterly
review of inventory levels in the second half of 2023 that we had excess and obsolete inventory.

These charges are reflected in our consolidated
statements of operations in the cost of revenue for sales of equipment, related infrastructure and other. We respectfully refer the Staff
to page 52 of the MD&A where we disclose the impact of the inventory charges on cost of revenue related to hydrogen infrastructure
($2.1 million lower of cost or net realizable valuation adjustment), electrolyzer stacks and systems ($29.6 million lower of cost or net
realizable valuation adjustment), and fuel cell systems ($14.1 million lower of cost or net realizable valuation adjustment), for a total
of $45.8 million of the charge, we acknowledge we did not disclose the full amount of the charge of $94 million. However, the full amount
is disclosed in Schedule II on page 79 and Note 7 Inventory on page F-33 to the financial statements. The Company acknowledges
the Staff’s comment and in future filings, we will clarify the reasons for any significant changes in inventory charges as compared
to prior periods and the impact of such charges on our results of operations.

Stock-based compensation, page F-24

 3. We note that during 2021 you began issuing “performance stock option awards that include a market condition.” Please
confirm and revise your disclosures to clarify that you recognize all compensation cost for such awards if the requisite service period
is fulfilled, even if the market condition is never satisfied.

Company Response:

The Company respectfully advises the Staff that all compensation cost
associated with the Company’s performance stock option awards, which do have a market condition, are accounted for in accordance
with ASC 718-10-30-14. Specifically, the compensation cost associated with these awards is recognized as the requisite service period
is rendered, regardless of when, if ever, the market condition is satisfied in accordance with ASC 718-10-30-14. We note that in Note
19, Employee Benefit Plans, on page F-48, we disclose that expense associated with performance stock options that include a market
condition will be “recognized over the requisite service period.” Furthermore, under “Stock-based compensation”
on page F-24, we disclose that the compensation cost associated with performance stock options awards is recognized using the accelerated
attribution method. In future filings, we will revise to clarify that all compensation cost associated with these awards will be recognized
even if the market condition is never satisfied.

Note 21. Commitments and Contingencies, page F-53

 4. We note your disclosure on page F-54 that your top two customers accounted for 34.3% of fiscal 2023 consolidated revenues
and your top three customers accounted for 51.2% of fiscal 2022 consolidated revenues. Pursuant to ASC 280-10-50-42, please disclose within
your footnotes, for each statement of operations presented, the total amount of revenues for each customer contributing 10% or more of
your consolidated revenues.

Company Response:

The Company respectfully acknowledges the Staff’s comment that
the revenues from our customers contributing 10% or more of our consolidated revenues is as follows for the last three fiscal years:

2023 – Customer A – 23.5%; Customer B – 10.9%

2022 – Customer A – 25.2%; Customer B – 12.6%; Customer
C – 13.4%

2021 – Customer A – 22.5%; Customer B – 12.4%; Customer
C – 40.8%

We acknowledge the Staff’s comment and in future filings where
concentrations of revenue are disclosed in accordance with ASC 280-10-50-42, we will include revised disclosure for each statement of
operations presented, the total amount of revenues for each customer contributing 10% or more of our consolidated revenues.

5. We note your disclosures in Item 3 regarding several legal proceedings and your disclosure on page F-54 that you have “not
recorded any accruals related to any legal matters.” To the extent it is reasonably possible you will incur losses in excess of
the recorded accruals related to your contingencies, please provide the applicable disclosures required by ASC 450-20-50-3 through -4,
including the amount of range of reasonably possible losses in excess of recorded amounts. If an estimate of reasonably possible additional
losses can be made and that amount, both for each individual matter in the aggregate, is not material to your consolidated financial position,
results of operations or cash flows, we will not object to a statement to that effect. Alternatively, if no amount of loss in excess of
recorded accruals is believed to be reasonably possible, please state this in your disclosure. Although we recognize that there are a
number of uncertainties and potential outcomes associated with loss contingencies, please note that ASC 450 does not require estimation
of a reasonably possible range of loss with precision or certainty. Also, disclose the nature of your individual legal proceedings within
your financial statement footnotes similar to your disclosure in your most recent Form 10-Q, or tell us why such disclosures are
not deemed necessary.

Company
Response:

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it regularly evaluates the status of all legal
proceedings in which the Company is involved to assess whether accruals for probable losses are appropriate under ASC 450-20-50 and to
determine for disclosure purposes whether an estimate of possible loss or range of loss can be made under ASC 450-20-50.

During
these evaluations, the Company’s management considers all existing and new matters, including, but not limited to, (i) the
nature of the legal proceeding; (ii) the status of each proceeding; (iii) the advice of legal counsel and other advisors related
to each proceeding; (iv) the Company’s experience or experience of other entities in similar proceedings; (v) the Company’s
belief in whether it has meritorious and valid substantive defenses against the allegations made by the parties in the proceedings; (vi) the
damages sought for each proceeding; (vii) substantive rulings by a court on similar proceedings; (viii) information gleaned
through settlement discussions, if any; (ix) whether there is uncertainty as to the outcome of pending appeals or motions; (x) whether
there are significant factual issues to be resolved; and/or (xi) whether the matters involve novel issues or unsettled legal theories.

At
the time of the filing of the Annual Report on Form 10-K, no loss contingency accrual relating to these proceedings was required
in accordance with ASC 450 because we were unable at that time to determine if there was at least a reasonable possibility that a loss
may be incurred in connection with the legal proceedings as the proceedings were in their early stages and the claims did not specify
an amount of damages or the damages sought were unsubstantiated or indeterminate. We advise the Staff that we continued to be unable to
determine at the time of the filing of most recent Quarterly Form 10-Q if there was at least a reasonable possibility that a loss
may be incurred in connection with the legal proceedings. We will continue to monitor and evaluate the status of the legal proceedings
each quarter based on the factors described above to determine the need for additional disclosure. If at a future time there is at least
a reasonable possibility that a loss may be incurred with respect to a particular legal proceeding, we would either (i) disclose
an estimate of the loss or range of loss (or, if applicable, state that the estimate is immaterial in li