eeoi_13da1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)

Under the Securities Exchange Act of 1934

ELECTRO ENERGY, INC.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

285106100

(CUSIP Number)

Katy Klinedinst, Esq.

Greenberg Glusker Fields Claman & Machtinger LLP

1900 Avenue of the Stars, Suite 2100

Los Angeles, CA 90067

(310) 201-7576

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications)

April 1, 2008

(Date of Event which Requires Filing of this Statement)

If the reporting person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 285106100				Page 2

1	NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David Gelbaum, Trustee, The Quercus Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 22,446,844
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 22,446,844
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,446,844
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.6%(1)
14	TYPE OF REPORTING PERSON* IN

__________

(1) Based on 28,213,203 shares of Common Stock, par value $0.001 per share (“Common Stock”) outstanding, taking into account the one-for-five reverse split of the Common Stock on July 9, 2008 and as otherwise calculated in accordance with Rule 13d as more particularly described in Item 5.

CUSIP No. 285106100				Page 3

1	NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Monica Chavez Gelbaum, Trustee, The Quercus Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 22,446,844
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 22,446,844
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,446,844
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.6%(1)
14	TYPE OF REPORTING PERSON* IN

__________

CUSIP No. 285106100				Page 4

1	NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Quercus Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 22,446,844
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 22,446,844
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,446,844
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 79.6%(1)
14	TYPE OF REPORTING PERSON* OO

__________

CUSIP No. 285106100

Item 1. Security and Issuer

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and restates, where, indicated, the statement on Schedule 13D relating to the Common Stock of the Issuer filed by The Quercus Trust (the “Trust”), David Gelbaum and Monica Chavez Gelbaum (collectively, the “Reporting Persons”) with the Securities and Exchange Commission (“SEC”) on December 18, 2007 (the “Initial Schedule 13D”). Capitalized terms used in this Amendment No. 1 but not otherwise defined herein have the meanings given to them in the Initial Schedule 13D.

This Amendment No. 1 is being made to disclose the acquisition of additional shares as a result of Issuer electing to make interest payments to the Trust in shares of Common Stock in lieu of cash on the debenture the Trust purchased from Issuer on December 7, 2007 (the “2007 Debenture”).

Additionally, this Amendment No. 1 is being made to disclose the execution of a Warrant Purchase Agreement attached hereto as Exhibit “B” (“Warrant Purchase Agreement”) by and between Issuer and the Trust on July 23, 2008 pursuant to which the Trust purchased, for an aggregate purchase price of $750,000, a warrant in the form attached hereto as Exhibit “C” (“July Warrant”) to purchase 1,875,000 shares of Issuer’s common stock, par value $0.001 (“Common Stock”) with an exercise price of $2.75 per share. In connection with the foregoing purchase, Issuer and the Trust also entered into a Registration Rights Agreement attached hereto as Exhibit “D” (“July Registration Agreement”).

Finally, this Amendment No. 1 is being made to disclose the execution of a Convertible Debenture and Warrant Purchase Agreement in the form attached hereto as Exhibit “E” (“Debenture Purchase Agreement”) by and between Issuer and the Trust on August 18, 2008 pursuant to which the Trust purchased for an aggregate purchase price of $625,000 a 10% Senior Secured Convertible Debenture convertible into 625,000 shares of Common Stock at a conversion price of One Dollar ($1.00) per share (“2008 Debenture”) and a warrant exercisable at One Dollar ($1.00) per share (subject to adjustments described in the warrant which is attached as an Exhibit to the Debenture Purchase Agreement) to purchase 1,562,500 shares of Common Stock (“August Warrant”). In connection with the foregoing purchase, Issuer and the Trust also entered into a Registration Rights Agreement attached hereto as Exhibit “F” (“August Registration Statement”).

Item 5. Interest in Securities of the Issuer

(a) As of the date of this Schedule 13D, each reporting person beneficially owns 22,446,844 shares of Common Stock, which are held of record by the Trust.

(b) Each of David Gelbaum and Monica Chavez Gelbaum, acting alone, has the power to exercise voting and investment control over the shares of Common Stock owned by the Trust.

(1) On April 1, 2008, the Trust received 1,150,515 shares of Common Stock in lieu of cash interest payments on the 2007 Debenture (the “April Interest Shares”).

(2) On July 1, 2008 the Trust received 704,712 shares of Common Stock in lieu of cash interest payments on the 2007 Debenture (the “July Interest Shares” and together with the April Interest Payment, the “Interest Shares”).

(3) On July 23, 2008, pursuant to the terms of the Warrant Purchase Agreement, the Trust purchased the July Warrant. The July Warrant has a three-year term and expires on July 23, 2011. The exercise price of the July Warrant is adjustable in the event the Issuer issues Common Stock or securities that are convertible into Common Stock for less than $2.75 per share (the “July Subsequent Lower Price”), in which case the exercise price of the Warrant shall be the Subsequent Lower Price; provided, that, in no event shall the exercise price be less than $1.25 per share.

(4) On August 18, 2008, pursuant to the terms of the Debenture Purchase Agreement, the Trust purchased the 2008 Debenture and the August Warrant. The August Warrant has a three year term and expires on August 18, 2011. The exercise price of the August Warrant is adjustable in the event the Issuer issues Common Stock or securities that are convertible into Common Stock for less than $1.00 per share (the “August Subsequent Lower Price”), in which case the exercise price of the Warrant shall be the August Subsequent Lower Price; provided, that, in no event shall the exercise price be less than $0.4545 per share.

The Debenture Purchase Agreement:

(i) provides that upon the Issuer’s reaching certain business milestones set forth on Exhibit 1.1(a) to the Purchase Agreement, in exchange for an additional cash payment of $625,000, the Company shall issue to Issuer an additional debenture and warrant containing the same terms and conditions as the 2008 Debenture and the August Warrant;

(ii) amends the 2007 Debenture to permit conversion thereunder at any time following the execution of the Debenture Purchase Agreement. The terms of the 2007 Debenture (attached as Exhibit B to the Initial Schedule 13D) provide that it is convertible into Common Stock at the greater of $1.25 per share or seventy percent (70%) of the daily volume weighted average price of the Common Stock on the Company’s Principal Trading Market (as defined in the 2007 Debenture which was attached as an Exhibit to the Initial Schedule 13D) for the ten business day period prior to conversion. As of the date of amendment pursuant to the terms of the Debenture Purchase Agreement, the 2007 Debenture was convertible into 14,400,000 shares of Common Stock;

(iii) amends the July Warrant as follows: (1) the exercise price (the “Warrant Price”) was reduced to $1.00 per share from $2.75 per share and (2) the following provision was added, “Upon any decrease in the Warrant Price, the number of Warrant Shares shall be increased to the number of shares determined by multiplying the Warrant Price that was in effect immediately prior to such decrease by the number of Warrant Shares issuable upon exercise of the Warrant prior to such decrease and dividing the product by the Warrant Price resulting from the decrease;

(iv) provides that until the Issuer’s shareholders approve the terms of the July Warrant, the 2008 Debenture and the August Warrant, the Trust may only convert and/or exercise such securities for shares of Common Stock representing no more than 19.9% of the Issuer’s outstanding shares of Common Stock as of the date of the July Warrant, i.e. 1,221,344 shares representing 19.9% of 6,137,405 shares; and

(v) provides that the Issuer shall promptly withdraw the registration statement on Form S-3 that was filed on July 10, 2008 covering the shares of common stock that are issuable upon conversion of the 2007 Debenture and the warrant issued in connection therewith (the “2007 Warrant”). The August Registration Statement entered into concurrently with the Debenture Purchase Agreement provides that the Issuer will prepare and file with the SEC, within 90 days of the Investor’s request, a registration statement registering for resale that number of shares of Common Stock that his no less than the number of shares of common stock that are issuable upon conversion of the 2008 Debenture and the August Warrant. The Debenture Purchase Agreement also amends the July Registration Rights Agreement and the registration rights agreement entered into in connection with the 2007 Debenture (the “2007 Registration Rights Agreement”) covering the common stock that is issuable upon the conversion of the 2007 Debenture, the 2007 Warrant and the July Warrant by providing that such registration shall occur upon the request of the Trust instead of within 90 days of the date of such agreements, as originally provided. All of the registration agreements contain a provision regarding cut-backs required by the SEC to avoid the characterization of the offering as a primary offering.

As the result of the above described transactions, as of the date of this Amendment No. 1, the Reporting Persons beneficially own 22,446,844 shares of Common Stock. This is represents a sum of (i) the Interest Shares, (ii) the 6,454,455 shares of Common Stock issuable upon exercise of the currently exercisable 2007 Warrant, (iii) the 14,400,000 shares of Common Stock issuable upon exercise of the currently exercisable 2007 Debenture, and (iv) 1,221,344 shares of Common Stock representing the currently exercisable portion of Common Stock underlying the July Warrant, the August Warrant and the 2008 Debenture, i.e. 19.9% of 6,137,405 which was the outstanding shares of Common Stock of the Issuer as of the date of the July Warrant. The foregoing represents 79.6% of the outstanding shares of Common Stock (based on the number of shares of Common Stock outstanding as reported on the Issuer’s 10Q filed on August 14, 2008 and after giving effect to the conversion of the 2007 Warrant, the 2007 Debenture and conversion of 1,221,344 shares underlying the July Warrant, the August Warrant and the 2008 Debenture ).

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

(a) Pursuant to the Power of Attorney filed as Exhibit “B” to Amendment No. 1 to Schedule 13D filed on August 24, 2007 with respect to the issuer Emcore Corp., David Gelbaum has been appointed as Monica Chavez Gelbaum’s Attorney-In-Fact.

(b) Warrant Purchase Agreement dated July 23, 2008 by and between Issuer and the Trust pursuant to which the Trust purchased, for an aggregate purchase price of $750,000, a warrant to purchase 1,875,000 shares of Issuer’s Common Stock, exercisable as set forth therein.

(d) Debenture Purchase Agreement dated August 18, 2008, pursuant to which the Trust purchased for an aggregate purchase price of $625,000 a 10% Senior Secured Convertible Debenture and a warrant to purchase 1,562,500 shares of Common Stock, convertible and exercisable, respectively, as set forth therein.

(e) Registration Rights Agreement dated August 18, 2008.

Item 7. Material to Be Filed as Exhibits

Exhibit A: Agreement Regarding Joint Filing of Schedule 13D.

Exhibit B: Warrant Purchase Agreement

Exhibit C: July Warrant

Exhibit D: July Registration Rights Agreement

Exhibit E: Debenture Purchase Agreement (2008 Debenture and August Warrant are exhibits to this Agreement)

Exhibit F: August Registration Rights Agreement

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct and agrees that this statement may be filed jointly with the other undersigned parties.

Dated: August 22, 2008		/s/ David Gelbaum
		David Gelbaum, Co-Trustee of The Quercus Trust

		/s/ David Gelbaum, as Attorney-In-Fact for Monica Chavez Gelbaum
		Monica Chavez Gelbaum, Co-Trustee of The Quercus Trust

		/s/ David Gelbaum,
		The Quercus Trust, David Gelbaum, Co-Trustee of The Quercus Trust

Exhibit A

Agreement Regarding Joint Filing of Amendment No. 1 to Schedule 13D

The undersigned agree that this Amendment No. 1 to Schedule 13D with respect to the Common Stock of Electro Energy Inc. is a joint filing being made on their behalf.

			Page

WARRANT PURCHASE AGREEMENT			1

ARTICLE I PURCHASE AND SALE OF WARRANT			1
	1.1.	Purchase and Sale of Warrant	1
	1.2.	Underlying Shares	2

ARTICLE II REPRESENTATIONS AND WARRANTIES			2
	2.1.	Representations and Warranties of the Company	2
	2.2.	Representations and Warranties of the Purchaser	3

ARTICLE III COVENANTS			3
	3.1.	Securities Compliance	3
	3.2.	Registration and Listing	3
	3.3.	Inspection Rights	3
	3.4.	Compliance with Laws	4
	3.5.	Keeping of Records and Books of Account	4
	3.6.	Reporting Requirements	4
	3.7.	Other Agreements	4
	3.8.	Use of Proceeds	4
	3.9.	Reporting Status	4
	3.10.	Disclosure of Transaction	5
	3.11.	Amendments	5
	3.12.	Reservation of Shares	5
	3.13.	Transfer Agent Instructions	5
	3.14.	Form S-3 Eligibility	5
	3.15.	Right of First Refusal	5
	3.16.	Consultant	6
	3.17.	Prohibition from Exercise, Shareholder Approval	7

ARTICLE IV CONDITIONS			7
	4.1.	Conditions Precedent to the Obligation of the Company	7
	4.2.	Conditions Precedent to the Obligation of the Purchaser	8

ARTICLE V CERTIFICATE LEGEND			10
	5.1.	Legend	10

ARTICLE VI INDEMNIFICATION			11
	6.1.	Company Indemnity	11
	6.2.	Indemnification Procedure	11

ARTICLE VII MISCELLANEOUS			12
	7.1.	Short Sales	12
	7.2.	Fees and Expenses	12
	7.3.	Specific Performance; Consent to Jurisdiction; Venue	13

		Page

7.4.	Entire Agreement; Amendment	13
7.5.	Notices	13
7.6.	Waivers	14
7.7.	Headings	14
7.8.	Successors and Assigns	14
7.9.	No Third Party Beneficiaries	15
7.10.	Governing Law	15
7.11.	Survival	15
7.12.	Counterparts	15
7.13.	Publicity	15
7.14.	Severability	15
7.15.	Further Assurances	15

Dated: _____________________	_________________________________ PRINT WARRANT HOLDER NAME


	_________________________________ Name: Title:

	Shares	Conversion	Common Shares		Shares	%
Shares outstanding at 6/24/08			29,982,312	Quercus	75,395,313	59.83%
Anticipated issuance 7/1/08 for interest payment			701,199	All others	50,629,470	40.17%

Anticipated shares outstanding July 10, 2008			30,683,511		126,024,783


Common stock
Quercus			1,851,714
All others			28,831,797

Anticipated shares outstanding July 10, 2008			30,683,511

Series A Convertible Preferred	110	40	4,400

Series B Convertible Preferred	5,401	(A)	3,367,971

Warrants
Quercus			32,727,273
All others			15,286,484

Stock options outstanding			3,138,818

Quercus 10% Note		(B)	40,816,327


Fully diluted shares			126,024,783


(A) Conversion at 70% of 10 day VWAP. Assume 70% of 6/24/08 closing price of $0.63.
Number of Series B shares				5,401
Liquidation value per share			$	275

Total liquidation value			$	1,485,275
Share price at 6/24/08	$	0.63
Conversion ratio		70.00%
Conversion price			$	0.44

Shares				3,367,971


(B) Conversion at 70% of 10 day VWAP. Assume 70% of 6/24/08 closing price of $0.63.
Amount outstanding			$	18,000,000
Share price at 6/24/08	$	0.63
Conversion ratio		70.00%
Conversion price			$	0.44

Shares				40,816,327

			Page

DEBENTURE AND WARRANT PURCHASE AGREEMENT			1

ARTICLE I PURCHASE AND SALE OF WARRANT			1
	1.1.	Purchase and Sale of Debentures and Warrants	1

ARTICLE II REPRESENTATIONS AND WARRANTIES			2
	2.1.	Representations and Warranties of the Company	2
	2.2.	Representations and Warranties of the Purchaser	3

ARTICLE III COVENANTS			3
	3.1.	Securities Compliance	4
	3.2.	Registration and Listing	4
	3.3.	Inspection Rights	4
	3.4.	Compliance with Laws	4
	3.5.	Keeping of Records and Books of Account	4
	3.6.	Reporting Requirements	5
	3.7.	Other Agreements	5
	3.8.	Use of Proceeds	5
	3.9.	Reporting Status	5
	3.10.	Disclosure of Transaction	5
	3.11.	Amendments	5
	3.12.	Reservation of Shares	5
	3.13.	Transfer Agent Instructions	6
	3.14.	Form S-3 Eligibility	6
	3.19	Board Representation	8

ARTICLE IV CONDITIONS			8
	4.1.	Conditions Precedent to the Obligation of the Company to Close and to Sell the Securities	8
	4.2.	Conditions Precedent to the Obligation of the Purchaser to Close and to Purchase the Securities	9

ARTICLE V CERTIFICATE LEGEND			10
	5.1.	Legend	10

ARTICLE VI INDEMNIFICATION			11
	6.1.	Company Indemnity	11
	6.2.	Indemnification Procedure	12

ARTICLE VII MISCELLANEOUS			13
	7.1	Protective Provisions	13
	7.2	Amendments to Registration Rights Agreements	13
	7.3	Amendments to Existing Warrant	13
	7.4	Amendments to Existing Debenture	14

		Page

7.5	Amendment to Security Agreement	14
7.6	Short Sales	14
7.7	Fees and Expenses	14
7.1.	Specific Performance; Consent to Jurisdiction; Venue	14
7.11	Waivers	16
7.12	Headings	16
7.13	Successors and Assigns	16
7.15	Governing Law	16
7.16	Survival	17
7.17	Counterparts	17
7.18	Publicity	17
7.19	Severability	17
7.20	Further Assurances	17

	If to the Company:	Electro Energy, Inc. 30 Shelter Rock Road Danbury, Connecticut 06810 Attention: President Tel. No.: (203) 797-2699 Fax No.: (203) 797-2697

	with copies (which copies shall not constitute notice to the Company) to:	Lev & Berlin, P.C. 200 Connecticut Avenue, 5th Floor Norwalk, Connecticut 06854-1940 Attention: Duane L. Berlin, Esq. Tel. No.: (203) 838-8500 Fax No.: (203) 854-1652

	If to the Purchaser:	The Quercus Trust 1835 Newport BlvdA109-PMB 467 Costa Mesa, California 92627 Attn: Mr. David Gelbaum, Trustee

	with copies (which copies shall not constitute notice to the Purchaser) to:	Greenberg Glusker 1900 Avenue of ths Stars 21st Floor Los Angeles, California 90067