UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: ~~September~~November 20, ~~2007~~2008(Date of earliest event reported)

ELECTRO ENERGY INC.

(Exact name of registrant as specified in charter)

Florida	333-90614	59-3217746

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

30 Shelter Rock Road, Danbury, Connecticut	06810

(Address of principal executive of offices)	(Zip code)

(203) 797-2699

(Registrant's telephone number including area code)

n/a

(Former Name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement

AsOn ~~previously~~December ~~disclosed~~8, ~~Electro Energy~~2008, ~~Inc.~~following (the " Company")’s ~~had~~receipt ~~issued~~of ~~and~~a ~~sold~~Notice ~~$11~~of ~~million~~Default ~~aggregate~~under ~~principal~~those ~~amount~~certain Senior Secured ofConvertible ~~its~~Debentures ~~8.5%~~issued ~~Senior~~on ~~Secured~~December ~~Convertible~~7, ~~Notes~~2007, July 23, 2008, August 18, 2008 and September 5, 2008 (the ~~"Notes"~~“Debentures”) inby anthe ~~exempt~~Company ~~private~~to ~~offering~~The Quercus Trust, ~~pursuant~~Company’s toSenior ~~that~~Secured ~~certain~~Creditor ~~Note~~(“Quercus”), ~~and~~as ~~Warrant~~disclosed ~~Purchase~~in ~~Agreement~~the Company’s ~~dated~~Current asReport ofon ~~March~~Form 318-K, ~~2006 by~~dated ~~and~~September ~~among~~19, 2008, the Company ~~and~~entered into ~~certain~~an ~~investors~~agreement ~~(the~~with ~~"Agreement").~~QEEI, ~~The~~LLC, ~~Notes~~an ~~are~~affiliate ~~subject to~~of ~~semi-annual~~The ~~Interest~~Quercus ~~(as~~Trust, ~~defined~~that inprovides for the turnover ~~Agreement)~~of ~~and~~all ~~pursuant~~of tothe ~~certain~~Company’s ~~terms contained~~assets located in, ~~the~~and ~~Notes~~associated with, the Company’s ~~has~~operations ~~elected~~in toGainesville ~~pay~~Florida ~~the~~in ~~Interest~~exchange ~~payment~~for ~~due~~(i) oncancelation of all ~~September~~warrants ~~30,~~issued ~~2007~~to Quercus and (ii) cancelation and full satisfaction of the ~~"Interest~~debentures issued ~~Payment~~to ~~Date"~~Quercus (the “Turnover Agreement”). inThe ~~shares~~Turnover ofAgreement ~~its~~is ~~common~~annexed hereto ~~stock~~as Exhibit 99.2.

~~Pursuant~~Item ~~to the Agreement, the Company is obligated to issue a number of shares of its common stock to the Note holders in advance of the Interest Payment Date, to be applied against the amount due as Interest~~3. The number of shares that the Company is obligated to issue is based upon 90% of the average of the five lowest volume weighted average prices for the 20 consecutive Trading Days ending on the 27th Trading Day that is immediately prior to the Interest Payment Date01. InNotice ~~addition, the Company is required to give the Note holders advance notice~~ of ~~its~~Delisting ~~election~~or toFailure ~~pay the Interest in shares of common stock. Accordingly, on September 20, 2007, the Company, pursuant~~ to ~~the~~Satisfy ~~terms~~a ofContinued ~~the~~Listing ~~Agreement,~~Rule ~~delivered~~or ~~an aggregate~~Standard; ofTransfer ~~730,994 shares~~ of unrestricted, registered common stock to the Note holders' accounts with The Depository Trust Company, representing the number of shares required to pay the Interest owed as of the Interest Payment Date. Listing

On ~~September~~November 20, ~~2007~~2008, ~~the Company,~~Electro ~~pursuant~~Energy, toInc. (the ~~terms~~“Company”) ofreceived a letter (the ~~Agreement,~~“Delinquency ~~provided~~Letter”) from ~~notice~~The toNasdaq ~~the~~Stock ~~Note~~Market ~~holders~~(“NASDAQ”) stating that the Company ~~had~~is ~~elected~~not toin compliance ~~pay~~with the ~~Interest~~requirements ~~due~~for oncontinued ~~the~~listing ~~Interest~~under ~~Payment~~Marketplace ~~Date~~Rule ~~entirely in~~4310(c)(14) ~~shares~~because ofit failed to timely file its quarterly report on Form 10-Q for the ~~Company's~~period ~~common~~ended September ~~stock.~~30, 2008.

~~The~~On ~~Agreement~~December ~~also~~3, ~~provides~~2008, ~~for~~the aCompany ~~possible~~received ~~issuance~~a ofletter anfrom ~~additional~~NASDAQ ~~number~~(the of“Suspension ~~shares~~Letter”) ~~based~~notifying onthe aCompany that ~~comparison~~due ofto ~~(i)~~its ~~the average~~failure ofto ~~the~~comply ~~five~~with ~~lowest~~NASDAQ ~~volume~~disclosure ~~weighted~~requirements ~~average~~and ~~prices~~its financial condition, its common stock is no longer suitable for ~~the~~continued 20listing and trading ~~days ending~~ on NASDAQ ~~the~~pursuant ~~trading~~to ~~day~~Marketplace ~~immediately~~Rule ~~prior~~4300 toand ~~the~~IM-4300. ~~Interest~~The ~~Payment~~Suspension ~~Date~~Letter ~~with~~also ~~(ii)~~stated that unless the ~~five lowest~~Company ~~volume~~requested ~~weighted~~a ~~average~~hearing ~~prices~~by ~~for~~December 10, 2008, the 20Company’s common ~~consecutive~~stock ~~Trading~~will ~~Days~~be ~~ending~~suspended from trading and listing on ~~the 27th~~NASDAQ. ~~Trading~~On ~~Day~~December ~~that~~10, is2008 NASDAQ ~~immediately~~granted ~~prior~~an tooral hearing, upon the ~~applicable~~Company’s ~~Interest~~request, ~~Payment~~which ~~Date~~is scheduled for January 8, 2008.

~~The~~In ~~shares~~a ofletter ~~common~~dated ~~stock~~December ~~were~~19, 2008, ~~offered~~NASDAQ ~~and~~notified ~~issued~~the inCompany ~~reliance~~that onit ~~exemptions~~will ~~from~~no ~~registration~~longer ~~pursuant~~have until January 20, 2009 to ~~Section~~submit ~~4(2)~~a ~~under~~plan ~~the~~of ~~Securities~~compliance ~~Act~~that ofwould ~~1933,~~address asthe ~~amended~~Company’s failure, and ~~Rule~~plans, ~~506~~to ~~promulgated~~file ~~thereunder~~its quarterly report on Form 10-Q. Instead, ~~and~~the inletter stated that, pursuant to Marketplace ~~reliance~~Rule on4804(c), ~~similar~~such ~~exemptions~~deficiency ~~under~~would ~~applicable~~be ~~state~~an additional basis for delisting the Company’s securities ~~laws~~from NASDAQ that the Company may address at the hearing.

~~SIGNATURE~~The Suspension Letter also stated that trading in the Company’s stock was halted on December 2, 2008 pursuant to IM 4120-2 because the Company failed to issue a press release that disclosed the receipt of the Delinquency Letter, as required by Marketplace Rule 4803(a). On December 23, 2008, the Company issued the press release that is disclosed in Exhibit 99.1 hereto.

~~Pursuant~~Item to5.02. ~~the~~Departure ~~requirements~~ of ~~the~~Directors ~~Securities~~or ~~Exchange~~Principal ~~Act~~Officers; Election of ~~1934, the~~Directors; ~~registrant~~Appointment ~~has~~of ~~duly~~Principal ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~ Officers

	ELECTRO ENERGY INC.
	By:	/s/ Timothy E. Coyne
	Name: Timothy E. Coyne
	Title: Chief Financial Officer
Dated: September 21, 2007

Effective November 24, 2008, Timothy E. Coyne amicably resigned as Chief Financial Officer and Corporate Secretary of Electro Energy, Inc. and its subsidiaries (the “Company”) in order to help the Company preserve cash.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 23, 2008

ELECTRO ENERGY, INC.

By: /s/ Michael E. Reed
Name: Michael E. Reed
Title: Chief Executive Officer

Item 9.01.

Financial Statements and Exhibits

Exhibit No.		Description

Exhibit 99.1		Turnover Agreement between the Company and QEEI, LLC
Exhibit 99.2		Press Release dated December 23, 2008.

FORM 8-K

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Filing Compare · ELECTRO ENERGY INC