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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

Date of Report (Date of earliest event reported) February 4, 2005

CAPSTONE TURBINE CORPORATION

(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation) 		  001-15957
(Commission file number) 		  95-4180883
(I.R.S. Employer
Identification No.)

21211 Nordhoff Street, Chatsworth, California 91311
(Address of principal executive offices)

(818) 734-5300
(Registrant’s telephone number, including area code)

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:

[   ]     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)
 
[   ]     Precommencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[   ]     Precommencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01 Other Events

By action of its Board of Directors, Capstone Turbine Corporation amended (i) the Capstone Turbine Corporation Change in Control Severance Plan, (ii) the Capstone Turbine Corporation Amended and Restated 2000 Equity Incentive Plan and (iii) the Restricted Stock Purchase Agreement between the Company and John Tucker, to conform definitions among the plans as well as to clarify and incorporate administrative and other requirements of the Employee Retirement Income Security Act of 1974. These amended plan documents will be filed with the Company’s Form 10-Q for the third fiscal quarter ended December 31, 2004.

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SIGNATURE

     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.

         
  CAPSTONE TURBINE CORPORATION
(Registrant)
 		  
Date: February 4, 2005  By:   /s/ Karen Clark    
    Karen Clark   
    Chief Financial Officer   
 

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