<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>qtww_sc13ga.txt
<DESCRIPTION>QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE INC SC13GA
<TEXT>

<SEQUENCE>1
<FILENAME>QTWW_sc13ga.txt

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G/A

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)*


                 Quantum Fuel Systems Technologies Worldwide, Inc.
                                (Name of Issuer)

                      Common Stock, par value $0.02 per share
                          (Title of Class of Securities)

                                    74765E208
                                 (CUSIP Number)

                                  December 31, 2012
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[ ] Rule 13d-1(d)

  *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 the disclosures provided in a prior cover page.  The information
required in 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).

Page 1 of 7 Pages

<Page>


CUSIP No. 74765E208                  13G/A                   Page 2 of 7 Pages
-----------------------------------------------------------------------------
     (1)    NAMES OF REPORTING PERSONS

            Hudson Bay Capital Management, L.P.

-----------------------------------------------------------------------------
     (2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                               (a)  [ ]
                                                               (b)  [ ]
-----------------------------------------------------------------------------
     (3)    SEC USE ONLY
-----------------------------------------------------------------------------
     (4)    CITIZENSHIP OR PLACE OF ORGANIZATION

            Delaware
--------------------------------------------------------------------------------
NUMBER OF      (5)   SOLE VOTING POWER
                     0
SHARES         --------------------------------------------------------------

BENEFICIALLY   (6)   SHARED VOTING POWER
                     Warrants to purchase up to  2,874,291shares of Common
                     Stock (see Item 4)*

                     Warrants to purchase up to 78,593 shares of Common
                     Stock (see Item 4)
OWNED BY       --------------------------------------------------------------

EACH           (7)   SOLE DISPOSITIVE POWER
                     0
REPORTING      --------------------------------------------------------------

PERSON WITH:   (8)   SHARED DISPOSITIVE POWER
                     Warrants to purchase up to 2,874,291shares of Common
                     Stock (see Item 4)*

                     Warrants to purchase up to 78,593 shares of Common
                     Stock (see Item 4)
-----------------------------------------------------------------------------
     (9)    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            Warrants to purchase up to 2,874,291shares of Common Stock
            (see Item 4)*

            Warrants to purchase up to 78,593 shares of Common Stock
            (see Item 4)
-----------------------------------------------------------------------------
     (10)   CHECK BOX IF THE AGGREGATE AMOUNT
            IN ROW (9) EXCLUDES CERTAIN SHARES
                                                                          [ ]
-----------------------------------------------------------------------------
     (11)   PERCENT OF CLASS REPRESENTED
            BY AMOUNT IN ROW (9)
            5.14% (see Item 4)*
-----------------------------------------------------------------------------
     (12)   TYPE OF REPORTING PERSON
            PN
-----------------------------------------------------------------------------

* As more fully described in Item 4, these reported securities are subject to
a blocker of approximately 4.99% and the percentage set forth in row (11)
gives effect to such blocker.  However, as more fully described in Item 4,
the securities reported in rows (6), (8) and (9) show the number of shares
of Common Stock that would be issuable upon full exercise of such reported
securities and do not give effect to such blocker.  Therefore, the actual
number of shares of Common Stock beneficially owned by such Reporting
Person, after giving effect to such blocker, is less than the number of
securities reported in rows (6), (8) and (9).


<PAGE>


CUSIP No. 74765E208                  13G/A                   Page 3 of 7 Pages
-----------------------------------------------------------------------------
     (1)    NAMES OF REPORTING PERSONS

            Sander Gerber
-----------------------------------------------------------------------------
     (2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                               (a)  [ ]
                                                               (b)  [ ]
-----------------------------------------------------------------------------
     (3)    SEC USE ONLY
-----------------------------------------------------------------------------
     (4)    CITIZENSHIP OR PLACE OF ORGANIZATION

            United States
--------------------------------------------------------------------------------
NUMBER OF      (5)   SOLE VOTING POWER
                     0
SHARES         --------------------------------------------------------------

BENEFICIALLY   (6)   SHARED VOTING POWER
                     Warrants to purchase up to 2,874,291 shares of Common
                     Stock (see Item 4)*

                     Warrants to purchase up to 78,593 shares of Common
                     Stock (see Item 4)
OWNED BY       --------------------------------------------------------------

EACH           (7)   SOLE DISPOSITIVE POWER
                     0
REPORTING      --------------------------------------------------------------

PERSON WITH:   (8)   SHARED DISPOSITIVE POWER
                     Warrants to purchase up to 2,874,291 shares of Common
                     Stock (see Item 4)*

                     Warrants to purchase up to 78,593 shares of Common
                     Stock (see Item 4)
-----------------------------------------------------------------------------
     (9)    AGGREGATE AMOUNT BENEFICIALLY OWNED
            BY EACH REPORTING PERSON
            Warrants to purchase up to 2,874,291 shares of Common Stock
            (see Item 4)*

            Warrants to purchase up to 78,593 shares of Common Stock
            (see Item 4)
-----------------------------------------------------------------------------
     (10)   CHECK BOX IF THE AGGREGATE AMOUNT
            IN ROW (9) EXCLUDES CERTAIN SHARES
                                                                          [ ]
-----------------------------------------------------------------------------
     (11)   PERCENT OF CLASS REPRESENTED
            BY AMOUNT IN ROW (9)
            5.14% (See Item 4)*
-----------------------------------------------------------------------------
     (12)   TYPE OF REPORTING PERSON
            IN
-----------------------------------------------------------------------------

* As more fully described in Item 4, these reported securities are subject
to a blocker of approximately 4.99% and the percentage set forth in row (11)
gives effect to such blocker.  However, as more fully described in Item 4,
the securities reported in rows (6), (8) and (9) show the number of shares
of Common Stock that would be issuable upon full exercise of such reported
securities and do not give effect to such blocker.  Therefore, the actual
number of shares of Common Stock beneficially owned by such Reporting
Person, after giving effect to such blocker, is less than the number of
securities reported in rows (6), (8) and (9).


<PAGE>


CUSIP No. 74765E208                  13G/A                   Page 4 of 7 Pages
-----------------------------------------------------------------------------
This Amendment No. 1 (this 'Amendment') amends the statement on Schedule 13G
 filed on March 26, 2012 (the 'Original Schedule 13G' and the Original 13G
as amended, the 'Schedule 13G') with respect to the shares of common stock,
par value $0.02 per share, (the 'Common Stock') of Quantum Fuel Systems
Technologies Worldwide, Inc., a Delaware corporation (the 'Company').
Capitalized terms used herein are not otherwise defined in this Amendment
have the meanings set forth in the Schedule 13G. This Amendment amends and
restates Items 2, 3 and 4 in their entirety as set forth below.

Item 2(a).  Name of Person Filing

      This statement is filed by Hudson Bay Capital Management, L.P.
(the 'Investment Manager') and Mr. Sander Gerber ('Mr. Gerber'), who are
collectively referred to herein as 'Reporting Persons.'

Item 2(b).  Address of Principal Business Office or, if none, Residence

      The address of the principal business office of the Investment
Manger and Mr. Gerber is:

      777 Third Avenue, 30th Floor
      New York, NY 10017

Item 2(c).  Citizenship

      Citizenship is set forth in Row (4) of the cover page for each
      Reporting Person hereto and is incorporated herein by reference for
      each such Reporting Person.

Item 2(d)   Title of Class of Securities

      	Common Stock, par value $0.02 per share (the 'Common Stock')

Item 2(e)   CUSIP Number

      	74765E208
CUSIP No. 74765E208                  13G/A                   Page 5 of 7 Pages
-----------------------------------------------------------------------------

Item 3.     If this statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:

(a) [ ]   Broker or dealer registered under Section 15 of the Act (15 U.S.C.
          78o).

(b) [ ]   Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) [ ]   Insurance company as defined in Section 3(a)(19) of the Act (15
          U.S.C. 78c).

(d) [ ]   Investment company registered under Section 8 of the Investment
          Company Act of 1940 (15 U.S.C. 80a-8).

(e) [X]   An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E);

(f) [ ]   An employee benefit plan or endowment fund in accordance with
          ss.240.13d-1(b)(1)(ii)(F);

(g) [X]   A parent holding company or control person in accordance with
          ss.240.13d-1(b)(1)(ii)(G);

(h) [ ]   A savings association as defined in Section 3(b) of the Federal
          Deposit Insurance Act (12 U.S.C. 1813);

(i) [ ]   A church plan that is excluded from the definition of an investment
          company under Section 3(c)(14) of the Investment Company Act of
          1940 (15 U.S.C. 80a-3);

(j) [ ]   Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);


(k) [ ]   Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)
(J), please specify the type of institution: _____________________
<PAGE>


Item 4.     Ownership

       Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

	The information required by Items 4(a) - (c) is set forth in
Rows (5)-(11) of the cover page for each Reporting Person hereto and is
incorporated herein by reference for each such Reporting Person.

	The Company's Prospectus Supplement filed with the Securities and
Exchange Commission pursuant to Rule 424(b)(5) on December 28, 2012,
indicates that the total number of outstanding shares of Common Stock as
of December 27, 2012 was 47,811,117.  The percentages set forth on Row 11
of the cover page for each Reporting Person is based on the Company's
outstanding shares of Common Stock and assumes the exercise of the reported
warrants (the 'Reported Warrants') subject to the applicable Blocker
(as defined below).

CUSIP No. 74765E208                  13G/A                   Page 6 of 7 Pages
-----------------------------------------------------------------------------
	Pursuant to the terms of the Reported Warrants to purchase up to
2,874,291 shares of Common Stock, the Reporting Persons cannot exercise any
of these Reported Warrants until such time as the Reporting Persons would
not beneficially own, after any such exercise, more than approximately 4.99%
of the outstanding shares of Common Stock (the '4.99% Blocker') and the
percentage set forth in Row 11 of the cover page for each Reporting Person
gives effect to the 4.99% Blocker. Consequently, at this time, the Reporting
Persons are not able to exercise all of such Reported Warrants due to the 4.99%
Blocker.

	Pursuant to the terms of the Reported Warrants to purchase up to 78,593
 shares of Common Stock, the Reporting Persons cannot exercise any of these
Reported Warrants unless the Reporting Persons would not beneficially own,
immediately after any such exercise, more than 9.99% of the outstanding shares
of Common Stock (the '9.99% Blocker' and together with the 4.99% Blocker, a
'Blocker') and the percentage set forth in Row (11) of the cover page for each
Reporting Person gives effect to the 9.99% Blocker. At this time, the Reporting
Persons are able to exercise all of such Reported Warrants without any
restrictions imposed by the 9.99% Blocker.


<PAGE>


CUSIP No. 74765E208                   13G/A                  Page 7 of 7 Pages
-----------------------------------------------------------------------------


SIGNATURES

      After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it
set forth in this statement is true, complete, and correct.

Dated: February 7, 2013

HUDSON BAY CAPITAL MANAGEMENT, L.P.

By: /s/ Sander Gerber
Name:	Sander Gerber
Title: Authorized Signatory


/s/ Sander Gerber
SANDER GERBER


DOC ID-18356437.2


</TEXT>
</DOCUMENT>