UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

~~The~~Date ~~Securities~~of ~~Exchange~~report ~~Act~~(Date of ~~1934~~earliest event reported) November 11, 2003

Date of report (Date of earliest event reported) September 23, 2003

PROTON ENERGY SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-31533	06-1461988
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction ofincorporation)	(Commission File Number)	(IRS Employer Identification No.)

10 Technology Drive, Wallingford, CT 06492

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (203) 678-2000

Not Applicable

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

Item 5. Other Events

On September 22, 2003, Proton Energy Systems, Inc. and Northern Power Systems, Inc. entered into a Promissory Note and Credit Agreement and Amendment to Security Agreement. Under these agreements, Proton has loaned $1,000,000 to Northern and, subject to the conditions set forth in the Credit Agreement, has agreed to loan an additional $1,000,000 to Northern. The Credit Agreement provides that this credit arrangement will terminate no later than June 30, 2004.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

( c) ) Exhibit 99.1 ~~Credit~~Press ~~Agreement~~Release ~~and~~of ~~Amendment~~Proton toEnergy ~~Security~~Systems, ~~Agreement~~ Inc. dated ~~September~~November 2211, 2003.

~~Exhibit~~Item 9912.2 Results ~~Promissory~~of Operations ~~Note~~and ~~dated~~Financial ~~September~~Condition ~~22, 2003.~~

The information contained in this report and the Exhibit attached hereto, shall not be deemed “filed” for any purpose, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.

On November 11, 2003, Proton Energy Systems, Inc., issued a press release describing its results of operations for its fiscal quarter ended September 30, 2003. A copy of the press release is attached as Exhibit 99.1 to this current report.

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.

PROTON ENERGY SYSTEMS, INC.
By:	/s/ JOHN A. GLIDDEN
	Name:	John A. Glidden
	Title:	Vice President Finance
Date: September 22, 2003

PROTON ENERGY SYSTEMS, INC.


By:		/S/ JOHN A. GLIDDEN
		Name: John A. Glidden
		Title: *Vice President Finance*
		Date: November 12, 2003

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release of Proton Energy Systems, Inc. issued on November 11, 2003.

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