A battery cell by-pass circuit that has particular application for by-passing cells in a high voltage battery for a vehicle. The battery includes a plurality of battery cells electrically coupled in series. The by-pass circuit includes a first switch electrically coupled in series with one or more of the battery cells, a by-pass line electrically coupled around the one or more battery cells and a second switch electrically coupled in the by-pass line and in parallel with the one or more battery cells. During normal cell operation, the first switch is closed and the second switch is open so that current flows through the one or more battery cells. If the one or more battery cells fail or are failing, the first switch is opened and the second switch is closed so that current by-passes the one or more cells and they are removed from the battery circuit.