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UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-K/A


Amendment No. 1


|   |  |                                                                                             
|-- |  | --------------------------------------------------------------------------------------------
|þ  |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934    
|  
|   |  | For the fiscal year ended December 31, 2004                                                 
|  
|OR
|  
|o  |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
|  
|   |  | For the transition period
    from           to          .                                  

COMMISSION FILE NUMBER 000-31687


EVERGREEN SOLAR, INC.


(Exact name of registrant as specified in its charter)


|                                                                                        |  |                                         
|--------------------------------------------------------------------------------------- |  | ----------------------------------------
|DELAWARE                                                                                |  | 04-3242254                              
|(State or other jurisdiction of
    incorporation or organization)                      |  | (I.R.S. Employer
    Identification No.)
|                                                                                       
|138 BARTLETT STREET
    MARLBORO, MASSACHUSETTS(Address of principal executive offices) |  | 01752(Zip Code)                         

(508) 357-2221


(REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE)


259 Cedar Hill Street


Marlboro, Massachusetts 01752


(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF
CHANGED SINCE LAST REPORT)


Securities registered pursuant to Section 12(b) of the
Act:


NONE


Securities registered pursuant to Section 12(g) of the
Act:


COMMON STOCK, PAR VALUE $.01 PER SHARE


þ o


þ


þ o














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EXPLANATORY NOTE






---

TABLE OF CONTENTS



|                                         |                                                                           |  |  |  |  |  |  | 
|---------------------------------------- | ------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART III                                
|                                         | Item 10. Directors and Executive Officers of the Registrant:             
|                                         | Item 11. Executive Compensation                                          
|                                         | Item 12. Security Ownership of Certain Beneficial Owners and Management  
|                                         | Item 13. Certain Relationships and Related Transactions:                 
|                                         | Item 14. Principal Accounting Fees and Services:                         
|                                         | Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K:
|SIGNATURES                              
|Ex-31.1 Section 302 Certification of CEO
|Ex-31.2 Section 302 Certification of CFO
|Ex-32.1 Section 906 Certification of CEO
|Ex-32.2 Section 906 Certification of CFO



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PART III







|         |                                                    
|-------- | ---------------------------------------------------
|Item 10. | Directors and Executive Officers of the Registrant:



| |                                 
| | --------------------------------
| | Directors and Executive Officers



|                           |  |     |    |  |          |                                                                 
|-------------------------- |  | --- | -- |  | -------- | ----------------------------------------------------------------
|Name                       |  | Age |    |  | Position
|                           |  |     |    |  |         
|Richard M. Feldt           |  |     | 53 |  |          | Chief Executive Officer, President and Director                 
|Richard G. Chleboski       |  |     | 39 |  |          | Chief Financial Officer, Vice President, Treasurer and Secretary
|Dr. Jack I. Hanoka         |  |     | 69 |  |          | Vice President and Chief Technical Officer                      
|Dr. Terry Bailey           |  |     | 50 |  |          | Senior Vice President, Marketing and Sales                      
|Mark A. Farber             |  |     | 52 |  |          | Vice President, Strategic Planning                              
|John J. McCaffrey, Jr.     |  |     | 53 |  |          | Vice President, Manufacturing and Engineering                   
|Dr. Brown F. Williams      |  |     | 64 |  |          | Vice President, Research and Development                        
|Gary T. Pollard            |  |     | 45 |  |          | Vice President, Human Resources                                 
|Timothy Woodward(1)(3)     |  |     | 44 |  |          | Chairman of the Board of Directors                              
|Phillip J. Deutch(1)       |  |     | 40 |  |          | Director                                                        
|Michael El-Hillow(2)       |  |     | 53 |  |          | Director                                                        
|Charles J. McDermott(2)(3) |  |     | 54 |  |          | Director                                                        
|Dr. Robert W. Shaw, Jr.(1) |  |     | 63 |  |          | Director                                                        
|Dr. William P. Sommers(2)  |  |     | 71 |  |          | Director                                                        






|    |                                                             
|--- | ------------------------------------------------------------
|(1) | Member of the Compensation Committee.                       
|   
|(2) | Member of the Audit Committee.                              
|   
|(3) | Member of the Nominating and Corporate Governance Committee.

Richard M. Feldt


Richard G. Chleboski


Dr. Jack I. Hanoka


Dr. Terry Bailey


1



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Mark A. Farber


John J. McCaffrey, Jr.


Dr. Brown F. Williams


Gary T. Pollard


Timothy Woodward


2



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Philip J. Deutch


Michael El-Hillow


Charles J. McDermott


Dr. Robert W. Shaw, Jr.


Dr. William P. Sommers


3



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Audit Committee




Compliance with Section 16(A) of the Exchange Act




Code of Business Conduct and Ethics






4



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|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

Executive Compensation Summary




Summary Compensation Table


|                               |                             |  |      |                     |  |           |            |         |              |                     |         |            |         |  |              |        |  |  |         |           |  |  |     |   | 
|------------------------------ | --------------------------- |  | ---- | ------------------- |  | --------- | ---------- | ------- | ------------ | ------------------- | ------- | ---------- | ------- |  | ------------ | ------ |  |  | ------- | --------- |  |  | --- | - | 
|                               |                             |  |      |                     |  |           |            |         |              | Long-Term           |         |            |        
|                               |                             |  |      |                     |  |           |            |         |              | Compensation        |         |            |        
|                               |                             |  |      |                     |  | Awards(2) |            |         |             
|                               |                             |  |      | Annual Compensation |  |           |            |         |              |                    
|                               |                             |  |      |                     |  |           | Securities |         |              | All Other           |        
|                               |                             |  |      |                     |  | Bonus     |            |         | Other Annual |                     |         | Underlying |         |  | Compensation |       
|Name and Principal Position(s) |                             |  |      | Salary ($)          |  |           | ($)(5)     |         |              | Compensation ($)(1) |         |            | Options |  |              | ($)(3) | 
|                               |                             |  |      |                     |  |           |            |         |              |                     |         |            |         |  |              |        | 
|Richard M. Feldt(4)            |                             |  | 2004 |                     |  |           | 242,750    |         |              |                     | 150,000 |            |         |  | 0            |        |  |  | 250,000 |           |  |  | 0   |  
|                               | Chief Executive Officer,    |  |      | 2003                |  |           |            | 13,587  |              |                     |         | 0          |         |  |              | 0      |  |  |         | 2,000,000 |  |  |     | 0 | 
|                               | President and Director      |  |      | 2002                |  |           |            | 0       |              |                     |         | 0          |         |  |              | 0      |  |  |         | 0         |  |  |     | 0 | 
|Mark A. Farber                 |                             |  | 2004 |                     |  |           | 174,386    |         |              |                     | 22,314  |            |         |  | 0            |        |  |  | 0       |           |  |  | 750 |  
|                               | Vice President, Marketing & |  |      | 2003                |  |           |            | 172,093 |              |                     |         | 4,000      |         |  |              | 0      |  |  |         | 300,000   |  |  |     | 0 | 
|                               | Business Development        |  |      | 2002                |  |           |            | 167,357 |              |                     |         | 0          |         |  |              | 0      |  |  |         | 0         |  |  |     | 0 | 
|Richard G. Chleboski           |                             |  | 2004 |                     |  |           | 142,343    |         |              |                     | 17,852  |            |         |  | 0            |        |  |  | 50,000  |           |  |  | 750 |  
|                               | Chief Financial Officer,    |  |      | 2003                |  |           |            | 136,372 |              |                     |         | 4,000      |         |  |              | 0      |  |  |         | 275,000   |  |  |     | 0 | 
|                               | Treasurer, and Secretary    |  |      | 2002                |  |           |            | 130,771 |              |                     |         | 0          |         |  |              | 0      |  |  |         | 0         |  |  |     | 0 | 
|Dr. Jack I. Hanoka             |                             |  | 2004 |                     |  |           | 140,786    |         |              |                     | 17,757  |            |         |  | 0            |        |  |  | 0       |           |  |  | 750 |  
|                               | Chief Technical Officer     |  |      | 2003                |  |           |            | 138,120 |              |                     |         | 2,000      |         |  |              | 0      |  |  |         | 190,000   |  |  |     | 0 | 
|                               |                             |  |      | 2002                |  |           |            | 135,982 |              |                     |         | 0          |         |  |              | 0      |  |  |         | 0         |  |  |     | 0 | 
|John J. McCaffrey, Jr.         |                             |  | 2004 |                     |  |           | 154,265    |         |              |                     | 19,764  |            |         |  | 0            |        |  |  | 30,000  |           |  |  | 750 |  
|                               | Vice President,             |  |      | 2003                |  |           |            | 151,687 |              |                     |         | 3,000      |         |  |              | 0      |  |  |         | 205,000   |  |  |     | 0 | 
|                               | Manufacturing and           |  |      | 2002                |  |           |            | 146,464 |              |                     |         | 0          |         |  |              | 0      |  |  |         | 0         |  |  |     | 0 | 
|                               | Engineering                 |  |      |                     |  |           |            |         |              |                     |         |            |         |  |              |        |  |  |         |           |  |  |     |   | 






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | No Named Executive Officers received prerequisites or other
    personal benefits in excess of the lesser of $50,000 or 10% of
    their total annual salary and bonus during the fiscal years
    ended December 31, 2004, 2003 and 2002. The compensation
    described in this table does not include medical, group life
    insurance and other benefits received by the Named Executive
    Officers which are available generally to all of our salaried
    employees and certain perquisites and other personal benefits
    received by the Named Executive Officers which do not exceed the
    lesser of $50,000 or 10% of any such officers total salary
    and bonus reported in this table.
|   
|(2) | We did not grant any stock appreciation rights or make any
    long-term incentive plan payouts to the Named Executive Officers
    during the fiscal years ended December 31, 2004, 2003 and
    2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(3) | Dollar amount represents our matching contributions to the
    401(k) plan account of the Named Executive Officers for the
    fiscal year as indicated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(4) | Mr. Feldt became an employee and executive officer when he
    was elected Chief Executive Officer, President and Director on
    December 11, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(5) | Represent bonus earned during 2004 and paid in 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

5



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Option Grants in Last Fiscal Year




Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year-End Option Values




Aggregated Option Exercises in Last Fiscal Year


and Fiscal Year-End Option Values


|                       |  |             |   |  |                 |                        |                   |             |                         |                          |               |  |  |             |           |  |               |   |           |  |  |   |           | 
|---------------------- |  | ----------- | - |  | --------------- | ---------------------- | ----------------- | ----------- | ----------------------- | ------------------------ | ------------- |  |  | ----------- | --------- |  | ------------- | - | --------- |  |  | - | --------- | 
|                       |  |             |   |  |                 | Number of Securities   |                   |             |                        
|                       |  |             |   |  |                 | Underlying Unexercised |                   |             | Value of Unexercised    |                         
|                       |  |             |   |  |                 | Options Held at        |                   |             | In-the-Money Options at |                         
|                       |  | Shares      |   |  |                 |                        | December 31, 2004 |             |                         | December 31, 2004 ($)(2) |              
|                       |  | Acquired on |   |  | Value           |                        |                   |             |                         |                          |               | 
|Name                   |  | Exercise    |   |  | Realized ($)(1) |                        |                   | Exercisable |                         |                          | Unexercisable |  |  | Exercisable |           |  | Unexercisable |  
|                       |  |             |   |  |                 |                        |                   |             |                         |                          |               |  |  |             |           |  |               |  
|Richard M. Feldt       |  |             | 0 |  |                 |                        | 0                 |             |                         |                          | 500,000       |  |  |             | 1,500,000 |  |               | $ | 1,380,000 |  |  | $ | 4,140,000 | 
|Mark A. Farber         |  |             | 0 |  |                 |                        | 0                 |             |                         |                          | 247,657       |  |  |             | 230,000   |  |               | $ | 526,399   |  |  | $ | 559,400   | 
|Richard G. Chleboski   |  |             | 0 |  |                 |                        | 0                 |             |                         |                          | 197,011       |  |  |             | 210,000   |  |               | $ | 423,242   |  |  | $ | 512,738   | 
|Dr. Jack I. Hanoka     |  |             | 0 |  |                 |                        | 0                 |             |                         |                          | 166,041       |  |  |             | 147,500   |  |               | $ | 355,971   |  |  | $ | 349,575   | 
|John J. McCaffrey, Jr. |  |             | 0 |  |                 |                        | 0                 |             |                         |                          | 162,080       |  |  |             | 163,750   |  |               | $ | 304,938   |  |  | $ | 385,863   | 






|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Amounts calculated by subtracting the aggregate exercise price
    of the options from the market value of the underlying common
    stock on the date of exercise, and do not reflect amounts
    actually received by the Named Executive Officers.                                                                                                                                                                  
|   
|(2) | Amounts calculated by subtracting the exercise price of the
    options from the fair market value of the underlying common
    stock as quoted on The Nasdaq Stock Market, Inc. on
    December 31, 2004 of $4.37 per share, multiplied by
    the number of shares underlying the options, and do not reflect
    amounts that may be actually received by the Named Executive
    Officers upon exercise of options.

Director Compensation




6



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Compensation Committee Interlocks and Insider
Participation






Compensation Committee Report on Executive Compensation




Overview and Philosophy.




| |   |                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | provide compensation that attracts, motivates and retains
    experienced and well-qualified executives capable of leading
    Evergreen to meet its business objectives;             
|
| |  | recognize and reward performance of Evergreens executive
    officers, both as individuals and as members of a cohesive
    management team, in meeting certain strategic objectives;
|
| |  | align the interests of Evergreens executive team with
    those of Evergreen; and                                                                                                    
|
| |  | align the interests of Evergreens executive team with
    those of Evergreens stockholders through long-term
    equity-based incentives.                                           





| |   |                                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a portion of each executive officers compensation should
    be contingent upon the achievement of specific predetermined
    corporate objectives as well as upon each executive
    officers individual level of performance;
|
| |  | compensation levels should reflect Evergreens past
    performance and expectations of future performance;                                                                                                                      

7



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| |   |                                                                                                                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | compensation levels should be competitive with compensation
    generally being paid to executives in Evergreens industry
    to ensure Evergreens ability to attract and retain
    experienced and well-qualified executives; and
|
| |  | a significant portion of executive officer compensation should
    be paid in the form of equity-based incentives to link closely
    stockholder and executive interests.                                                           



Base Salary.


Bonus Compensation.


Long Term Incentive Compensation.






8



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Other Benefits.


Chief Executive Officer Compensation.




Tax Deductibility of Executive Compensation.






| |                            
| | ---------------------------
| | THE COMPENSATION COMMITTEE:
|
| | Dr. Robert W. Shaw, Jr.    
| | Phillip J. Deutch          
| | Timothy Woodward           

9



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STOCK PERFORMANCE GRAPH




COMPARISON OF CUMULATIVE TOTAL RETURN AMONG


EVERGREEN SOLAR, INC., SIC CODE INDEX


AND NASDAQ MARKET INDEX





ASSUMES $100 INVESTED ON NOV. 02, 2000


ASSUMES DIVIDEND REINVESTED


FISCAL YEAR ENDING DEC. 31, 2004


|                     |  |  |         |        |  |          |  |   |          |  |  |          |   |       |          |  |  |          |       |  |  |  |   |       |  |  |  |   |       |  | 
|-------------------- |  |  | ------- | ------ |  | -------- |  | - | -------- |  |  | -------- | - | ----- | -------- |  |  | -------- | ----- |  |  |  | - | ----- |  |  |  | - | ----- |  | 
|                     |  |  |         |        |  |          |  |   |          |  |  |          |   |       |          |  |  |          |       |  |  |  |   |       | 
|                     |  |  | 11/2/00 |        |  | 12/29/00 |  |   | 12/31/01 |  |  | 12/31/02 |   |       | 12/31/03 |  |  | 12/31/04 |      
|                     |  |  |         |        |  |          |  |   |          |  |  |          |   |       |          |  |  |          |       |  |  |  |   |       | 
|Evergreen Solar, Inc |  |  | $       | 100.00 |  |          |  | $ | 35.53    |  |  |          | $ | 17.89 |          |  |  | $        | 6.79  |  |  |  | $ | 8.84  |  |  |  | $ | 23.00 |  | 
|                     |  |  |         |        |  |          |  |   |          |  |  |          |   |       |          |  |  |          |       |  |  |  |   |       | 
|SIC Code Index       |  |  | $       | 100.00 |  |          |  | $ | 66.09    |  |  |          | $ | 38.31 |          |  |  | $        | 24.21 |  |  |  | $ | 38.00 |  |  |  | $ | 37.35 |  | 
|                     |  |  |         |        |  |          |  |   |          |  |  |          |   |       |          |  |  |          |       |  |  |  |   |       | 
|NASDAQ Market Index  |  |  | $       | 100.00 |  |          |  | $ | 73.35    |  |  |          | $ | 58.47 |          |  |  | $        | 40.78 |  |  |  | $ | 61.32 |  |  |  | $ | 66.47 |  | 
|                     |  |  |         |        |  |          |  |   |          |  |  |          |   |       |          |  |  |          |       |  |  |  |   |       | 



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Prior to November 2, 2000 our common stock was not publicly
    traded. Comparative data is provided only for the period since
    that date. This graph is not soliciting material, is
    not deemed filed with the Securities and Exchange
    Commission and is not to be incorporated by reference in any of
    our filings under the Securities Act of 1933 or the Securities
    Exchange Act of 1934, whether made before or after the date
    hereof and irrespective of any general incorporation language in
    any such filing.
|   
|(2) | The stock price information shown on the graph is not
    necessarily indicative of future price performance. Information
    used on the graph was obtained from CoreData, Inc., a source
    believed to be reliable, but we are not responsible for any
    errors or omissions in such information.                                                                                                                                                                                                                                         

10



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|         |                                                                   
|-------- | ------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial Owners and
    Management





|                                     |                                                                |              |           |           |               |  |      |     |  
|------------------------------------ | -------------------------------------------------------------- | ------------ | --------- | --------- | ------------- |  | ---- | --- | -
|                                     |                                                                | Number of    |           |           | Percentage of | 
|                                     |                                                                | Shares       |           |           | Shares of     | 
|                                     |                                                                | Beneficially |           |           | Common        | 
|Name and Address of Beneficial Owner |                                                                | Owned(1)     |           |           | Stock(2)      | 
|                                     |                                                                |              |           |           |               | 
|5% Stockholders:                     |                                                                |              |           |           |               |  |      |    
|FMR Corp. Entities(3)                |                                                                |              | 7,246,100 |           |               |  | 11.9 | %  
|                                     | 82 Devonshire Street
    Boston, MA 02109                      |              |           |           |               |  |      |     |  
|Nth Power Technologies Entities(4)   |                                                                |              | 4,911,026 |           |               |  | 8.1  | %  
|                                     | 50 California Street
    Suite 840
    San Francisco, CA 94111 |              |           |           |               |  |      |     |  
|RockPort Capital Entities(5)         |                                                                |              | 5,111,023 |           |               |  | 8.4  | %  
|                                     | 160 Federal Street, 18th Floor
    Boston, MA 02110            |              |           |           |               |  |      |     |  
|Executive Officers and Directors:    |                                                                |              |           |           |               |  |      |    
|                                     | Richard M. Feldt(6)                                            |              |           | 580,900   |               |  |      | *   |  
|                                     | Richard G. Chleboski(7)                                        |              |           | 396,165   |               |  |      | *   |  
|                                     | Dr. Jack I. Hanoka(8)                                          |              |           | 362,058   |               |  |      | *   |  
|                                     | Mark A. Farber(9)                                              |              |           | 445,089   |               |  |      | *   |  
|                                     | John J. McCaffrey(10)                                          |              |           | 181,147   |               |  |      | *   |  
|                                     | Gary T. Pollard                                                |              |           |          |               |  |      | *   |  
|                                     | J. Terry Bailey                                                |              |           |          |               |  |      | *   |  
|                                     | Dr. Brown F. Williams(11)                                      |              |           | 144,800   |               |  |      | *   |  
|                                     | Timothy Woodward(12)                                           |              |           | 4,957,424 |               |  |      | 8.1 | %
|                                     | Phillip J. Deutch(13)                                          |              |           | 1,563,483 |               |  |      | 2.6 | %

11



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|                                                                       |  |              |            |  |               |  |      |  
|---------------------------------------------------------------------- |  | ------------ | ---------- |  | ------------- |  | ---- | -
|                                                                       |  | Number of    |            |  | Percentage of | 
|                                                                       |  | Shares       |            |  | Shares of     | 
|                                                                       |  | Beneficially |            |  | Common        | 
|Name and Address of Beneficial Owner                                   |  | Owned(1)     |            |  | Stock(2)      | 
|                                                                       |  |              |            |  |               | 
|Michael El-Hillow(14)                                                  |  |              | 28,041     |  |               |  | *    |  
|Charles J. McDermott(15)                                               |  |              | 5,156,921  |  |               |  | 8.5  | %
|Dr. Robert W. Shaw, Jr.(16)                                            |  |              | 459,112    |  |               |  | *    |  
|Dr. William P. Sommers(17)                                             |  |              | 99,864     |  |               |  | *    |  
|All executive officers and directors as a group ([14]
    persons)(18) |  |              | 14,375,004 |  |               |  | 22.9 | %






| |   |                                                          
| | - | ---------------------------------------------------------
| | * | Less than one percent of the outstanding shares of Class.



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | The persons named in the table have sole voting and investment
    power with respect to all shares shown as beneficially owned by
    them, except as noted in the footnotes below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (2) | Applicable percentage ownership is based upon
    60,957,679 shares of common stock outstanding as of the
    measurement date. Beneficial ownership is determined in
    accordance with the rules of the Securities and Exchange
    Commission and includes voting and investment power with respect
    to shares. Shares of common stock subject to options and
    warrants currently exercisable or exercisable within
    60 days after the measurement date are deemed outstanding
    for computing the percentage ownership of the person holding
    such options or warrants, as the case may be, but are not deemed
    outstanding for computing the percentage ownership of any other
    person.
|
| | (3) | Based solely on reports filed by the entity with the Securities
    and Exchange Commission, includes 7,210,500 shares of
    common stock held by Fidelity Management & Research
    Company and 35,600 shares held by Fidelity Management Trust
    Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (4) | Based solely on reports filed by the entity with the Securities
    and Exchange Commission, includes 1,016,914 shares of
    common stock held by Nth Power Technologies Fund I, L.P.,
    1,947,056 shares of common stock held by Nth Power
    Technologies Fund II, L.P. and 1,947,056 shares of
    common stock held by Nth Power Technologies Fund II-A, L.P.                                                                                                                                                                                                                                                                                                                                            
|
| | (5) | Based solely on reports filed by the entity with the Securities
    and Exchange Commission, includes 3,894,113 shares of
    common stock held by RockPort Capital Partners, L.P. and
    1,216,910 shares of common stock held by RP Co-Investment
    Fund I L.P.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (6) | Includes 438,000 shares of common stock issuable upon the
    exercise of options that may be exercised within 60 days
    from the measurement date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (7) | Includes 209,511 shares of common stock issuable upon the
    exercise of options that may be exercised within 60 days
    from the measurement date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (8) | Includes 53,699 shares of common stock held by
    Dr. Hanoka and 138,568 shares of common stock held by
    Hanoka Evergreen Limited Partnership. Includes
    169,791 shares of common stock issuable upon the exercise
    of options that may be exercised within 60 days from the
    measurement date.                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (9) | Includes 260,157 shares of common stock issuable upon the
    exercise of options that may be exercised within 60 days
    from the measurement date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Includes 169,580 shares of common stock issuable upon the
    exercise of options that may be exercised within 60 days
    from the measurement date.                                                                                                                                                                                                                                                                                                         
|    
|(11) | Includes 144,100 shares of common stock issuable upon the
    exercise of options that may be exercised within 60 days
    from the measurement date.                                                                                                                                                                                                                                                                                                         
|    
|(12) | Consists of 46,398 shares of common stock issuable upon the
    exercise of options that may be exercised within 60 days
    from the measurement date and an aggregate of
    4,911,026 shares of common stock held by Nth Power
    Technologies Entities. Mr. Woodward disclaims beneficial
    ownership of all of the shares of common stock held by the Nth
    Power Technologies Entities, other than shares in which he has a
    pecuniary interest.
|    
|(13) | Consists of 42,898 shares of common stock issuable upon the
    exercise of options that may be exercised within 60 days
    from the measurement date and 1,520,585 shares of common
    stock held by Perseus 2000,                                                                                                                                                                                                                                         

12



---



##### Table of Contents



| |                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | L.L.C. Mr. Deutch disclaims beneficial ownership of all of
    the shares of common stock held by Perseus 2000, L.L.C., other
    than shares in which he has a pecuniary interest.



|     |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(14) | Consists of 28,041 shares of common stock issuable upon the
    exercise of options that may be exercised within 60 days
    from the measurement date.                                                                                                                                                                                                                                                                         
|    
|(15) | Includes 45,898 shares of common stock issuable upon the
    exercise of options that may be exercised within 60 days
    from the measurement date and 5,111,023 shares of common
    stock held by the RockPort Capital Entities. Mr. McDermott
    disclaims beneficial ownership of all of the shares of common
    stock held by the RockPort Capital Entities, other than shares
    in which he has a pecuniary interest.
|    
|(16) | Includes 58,398 shares of common stock issuable upon the
    exercise of options that may be exercised within 60 days
    from the measurement date and 400,714 shares of common
    stock of which 9,331 shares of common stock are held by
    Dr. Shaws wife.                                                                                                                                                               
|    
|(17) | Includes 99,864 shares of common stock issuable upon the
    exercise of options that may be exercised within 60 days
    from the measurement date.                                                                                                                                                                                                                                                                            
|    
|(18) | For purposes of calculating the Percentage of Shares of common
    stock outstanding, the number of shares beneficially owned
    includes 1,712,636, shares of common stock issuable upon the
    exercise of options that may be exercised within 60 days
    from the measurement date.                                                                                                                                      

EQUITY COMPENSATION PLAN INFORMATION




|                                                           |  |                         |           |  |                      |                         |                       |                         |  |  |           | 
|---------------------------------------------------------- |  | ----------------------- | --------- |  | -------------------- | ----------------------- | --------------------- | ----------------------- |  |  | --------- | 
|                                                           |  |                         |           |  |                      | Number of Securities    |                      
|                                                           |  |                         |           |  |                      | Remaining Available for |                      
|                                                           |  | Number of Securities to |           |  |                      |                         | Future Issuance Under |                        
|                                                           |  | Be Issued upon          |           |  | Weighted-average     |                         |                       | Equity Compensation     | 
|                                                           |  | Exercise                |           |  | Exercise Price of    |                         |                       | Plans (Excluding        | 
|                                                           |  | of Outstanding Options, |           |  | Outstanding Options, |                         |                       | Securities Reflected in | 
|Plan Category                                              |  | Warrants and Rights     |           |  | Warrants and Rights  |                         |                       | Column (a))             | 
|                                                           |  |                         |           |  |                      |                         |                       |                         | 
|                                                           |  | (a)                     |           |  | (b)                  |                         |                       | (c)                     | 
|Equity compensation plans approved by security holders     |  |                         | 5,749,734 |  |                      | $                       | 2.41                  |                         |  |  | 2,535,142 | 
|Equity compensation plans not approved by security holders |  |                         | 0         |  |                      |                         |                      |                         |  |  | 0         | 
|Total                                                      |  |                         | 5,749,734 |  |                      | $                       | 2.41                  |                         |  |  | 2,535,142 | 






|         |                                                
|-------- | -----------------------------------------------
|Item 13. | Certain Relationships and Related Transactions:



Indemnification Agreements




13



---



##### Table of Contents



Changes in Control




Series A Convertible Preferred Stock Private Placement
and Common Stock Private Placement








14



---



##### Table of Contents




















|         |                                        
|-------- | ---------------------------------------
|Item 14. | Principal Accounting Fees and Services:



|                      |  |      |         |  |      |   |         | 
|--------------------- |  | ---- | ------- |  | ---- | - | ------- | 
|                      |  | 2004 |         |  | 2003 |  
|                      |  |      |         |  |      |  
|Audit Fees(1)         |  | $    | 379,500 |  |      | $ | 109,600 | 
|Audit-Related Fees(2) |  |      | 0       |  |      |   | 0       | 
|Tax Fees(3)           |  |      | 39,425  |  |      |   | 20,000  | 
|All Other Fees        |  |      | 0       |  |      |   | 0       | 
|                      |  |      |         |  |      |  
|Total                 |  | $    | 418,925 |  |      | $ | 129,600 | 






|    |                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Audit Fees represent fees for professional services relating to
    the audit of our financial statements and the review of the
    financial statements included in our quarterly reports.                     
|   
|(2) | Audit-Related Fees represent fees for assurance and related
    services that are reasonably related the performance of the
    audit or review of financial statements and not reported under
    Audit Fees.
|   
|(3) | Tax Fees principally represent fees for professional services
    for tax compliance, tax advice and tax return preparation
    relating to our fiscal year end.                                                



Pre-approval Policies and Procedures.


15



---



##### Table of Contents










|         |                                                                     
|-------- | --------------------------------------------------------------------
|Item 15. | Exhibits, Financial Statement Schedules and Reports on
    Form 8-K:







|        |    |             |  |                                                                                                                                                                                                            
|------- | -- | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|        | 3  | .1(1)       |  | Third Amended and Restated Certificate of Incorporation of the
    Registrant. (Exhibit 3.2)                                                                                                               
|        | 3  | .2(1)       |  | Second Amended and Restated By-laws of the Registrant.
    (Exhibit 3.4)                                                                                                                                   
|        | 3  | .3(2)       |  | Certificate of Amendment of Third Amended and Restated
    Certificate of Incorporation of the Registrant filed with the
    Secretary of State of the State of Delaware on May 15,
    2003. (Exhibit 4.3)
|        | 3  | .4(2)       |  | Certificate of the Powers, Designations, Preferences and Rights
    of the Series A Convertible Preferred Stock of the
    Registrant. (Exhibit 4.4)                                                       
|        | 3  | .5(3)       |  | Certificate of Amendment of Third Amended and Restated
    Certificate of Incorporation filed with the Secretary of State
    of the State of Delaware on August 30, 2004.
    (Exhibit 4.5)               
|        | 4  | .1(8)       |  | Warrant issued to CRT Capital Group LLC.                                                                                                                                                                   
|        | 4  | .2(4)       |  | Warrant to Purchase Stock Issued to Silicon Valley Bank on
    August 26, 2004. (Exhibit 4.1)                                                                                                              
|        | 4  | .3(4)       |  | Registration Rights Agreement dated as of August 26, 2004.
    (Exhibit 4.2)                                                                                                                               
|        | 10 | .1(1)*      |  | 1994 Stock Option Plan. (Exhibit 10.1)                                                                                                                                                                     
|        | 10 | .2(1)*      |  | 2000 Stock Option and Incentive Plan. (Exhibit 10.2)                                                                                                                                                       
|        | 10 | .3(2)*      |  | Amended 2000 Stock Option and Incentive Plan. (Exhibit 4.5)                                                                                                                                                
|        | 10 | .4(1)*      |  | 2000 Employee Stock Purchase Plan. (Exhibit 10.3)                                                                                                                                                          
|        | 10 | .5(1)       |  | Lease Agreement between Registrant and W9/ TIB Real Estate
    Limited Partnership dated as of January 31, 2000, as
    amended. (Exhibit 10.5)                                                            
|        | 10 | .6(8)       |  | Lease between Registrant and One Hundred Twenty Bartlett Street
    Marlboro LLC dated as of January 26, 2004.                                                                                             
|        | 10 | .7(1)+      |  | Agreement between Registrant and Emanuel M. Sachs dated as of
    September 30, 1994, as amended. (Exhibit 10.7)                                                                                           
|        | 10 | .8(1)       |  | Series D Preferred Stock Purchase Agreement dated as of
    December 28, 1999. (Exhibit 10.8)                                                                                                              
|        | 10 | .9(1)       |  | Form of Indemnification Agreement between Registrant and each of
    its directors and executive officers. (Exhibit 10.9)                                                                                  
|        | 10 | .10(7)      |  | Stock and Warrant Purchase Agreement dated as of March 21,
    2003. (Exhibit 10.1)                                                                                                                        
|        | 10 | .11(7)      |  | Form of Registration Rights Agreement. (Exhibit 10.3)                                                                                                                                                      
|        | 10 | .12(7)      |  | Voting Agreement dated as of March 21, 2003.
    (Exhibit 10.2)                                                                                                                                            
|        | 10 | .13(5)      |  | Stock and Warrant Purchase Agreement dated June 16, 2004.
    (Exhibit 10.1)                                                                                                                               
|        | 10 | .14(5)      |  | Warrant Agreement dated June 21, 2004. (Exhibit 10.2)                                                                                                                                                      
|        | 10 | .15(5)      |  | Form of Warrants. (Exhibit 10.3)                                                                                                                                                                           
|        | 10 | .16(5)      |  | Registration Rights Agreement dated June 21, 2004.
    (Exhibit 10.4)                                                                                                                                      
|        | 10 | .17(5)      |  | Conversion, Consent, Voting and Lock-Up Agreement dated
    June 21, 2004. (Exhibit 10.5)                                                                                                                  
|        | 10 | .18(6)++    |  | Master Strategic partnership Agreement entered into as of
    January 14, 2005 by and between Evergreen Solar, Inc. and
    Q-Cells AG. (Exhibit 10.1)                                                     

16



---



##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                           
|------- | -- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|        | 10 | .19(6)++    |  | License and Technology Transfer Agreement by and between
    Evergreen Solar, Inc. and EverQ GmbH, dated January 14,
    2005. (Exhibit 10.2)                                                             
|        | 23 | .1(9)       |  | Consent of PricewaterhouseCoopers LLP, an Independent Registered
    Public Accounting Firm.                                                                                                              
|        | 24 | .1(9)       |  | Power of Attorney. (see Signature Page to Form 10-K)                                                                                                                                                      
|        | 31 | .1          |  | CEO Certification pursuant to Rule 13a-14(a) and
    Rule 15d-14(a) of the Securities Exchange Act of 1934, as
    adopted pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002. (filed herewith)
|        | 31 | .2          |  | CFO Certification pursuant to Rule 13a-14(a) and
    Rule 15d-14(a) of the Securities Exchange Act of 1934, as
    adopted pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002. (filed herewith)
|        | 32 | .1          |  | CEO Certification pursuant to Rule 13a-14(b) and
    Rule 15d-14(b) of the Securities Exchange Act of 1934, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002. (filed herewith)
|        | 32 | .2          |  | CFO Certification pursuant to Rule 13a-14(b) and
    Rule 15d-14(b) of the Securities Exchange Act of 1934, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002. (filed herewith)






|    |  |                                                                                                                                                                                                                                                                                  
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|+   |  | Confidential treatment granted as to certain portions.                                                                                                                                                                                                                           
|   
|++  |  | Confidential treatment requested as to certain portions.                                                                                                                                                                                                                         
|   
|*   |  | Indicates a management contract or compensatory plan, contract
    or arrangement.                                                                                                                                                                                               
|   
|(1) |  | Incorporated herein by reference to the exhibits to the
    Companys Registration Statement on Form S-1, as
    amended (File No. 333-43140). The number given in
    parenthesis indicates the corresponding exhibit number in such
    Form S-1.                              
|   
|(2) |  | Incorporated herein by reference to the exhibits to the
    Companys Registration Statement on Form S-8 dated
    June 9, 2003 (File No. 333-105963). The number given
    in parenthesis indicates the corresponding exhibit number in
    such Form S-8.                      
|   
|(3) |  | Incorporated herein by reference to the exhibits to the
    Companys Registration Statement on Form S-3 dated
    October 21, 2004 (File No. 333-106126). The number
    given in parenthesis indicates the corresponding exhibit number
    in such Form S-3.                  
|   
|(4) |  | Incorporated herein by reference to the exhibits to the
    Companys Quarterly Report on Form 10-Q for the period
    ended September 30, 2004 filed on November 12, 2004.
    The number given in parenthesis indicates the corresponding
    exhibit number in such Form 10-Q.
|   
|(5) |  | Incorporated herein by reference to the exhibits to the
    Companys Current Report on Form 8-K dated
    June 22, 2004 (File No. 000-31687). The number given
    in parenthesis indicates the corresponding exhibit number in
    such Form 8-K.                              
|   
|(6) |  | Incorporated herein by reference to the exhibits to the
    Companys Current Report on Form 8-K dated
    January 14, 2005 (File No. 000-31687). The number
    given in parenthesis indicates the corresponding exhibit number
    in such Form 8-K.                           
|   
|(7) |  | Incorporated herein by reference to the exhibits to the
    Companys Current Report on Form 8-K dated
    March 24, 2003 (File No. 000-31687). The number given
    in parenthesis indicates the corresponding exhibit number in
    such Form 8-K.                             
|   
|(8) |  | Incorporated herein by reference to the exhibits to the
    Companys Annual Report on Form 10-K for the period
    ended December 31, 2004, filed on March 10, 2005.                                                                                                            
|   
|(9) |  | Previously filed with the annual report on the Form 10-K
    for the year ended December 31, 2004, filed on
    March 10, 2005.                                                                                                                                                  

17



---



##### Table of Contents






SIGNATURES






| |                      
| | ---------------------
| | EVERGREEN SOLAR, INC.



| |     |                     
| | --- | --------------------
| | By: | /s/ Richard M. Feldt

| |                         
| | ------------------------
| |                         
| | Richard M. Feldt        
| | Chief Executive Officer,
| | President and Director  



|                                                     |  |                                                                                       |  |                |  | 
|---------------------------------------------------- |  | ------------------------------------------------------------------------------------- |  | -------------- |  | 
|Name                                                 |  | Title                                                                                 |  | Date          
|                                                     |  |                                                                                       |  |               
|                                                    
|/s/ Richard M. FeldtRichard
    M. Feldt             |  | Chief Executive Officer,
    President and Director
    (Principal Executive Officer) |  | April 29, 2005
|                                                    
|/s/ Richard G.
    ChleboskiRichard
    G. Chleboski |  | Chief Financial Officer
    (Principal Financial and
    Accounting Officer)          |  | April 29, 2005
|                                                    
|*Timothy
    Woodward                                |  | Chairman of the Board of Directors                                                    |  | April 29, 2005
|                                                    
|*Philip
    J. Deutch                                |  | Director                                                                              |  | April 29, 2005
|                                                    
|*Charles
    J. McDermott                            |  | Director                                                                              |  | April 29, 2005
|                                                    
|*Robert
    W. Shaw, Jr.                             |  | Director                                                                              |  | April 29, 2005
|                                                    
|*William
    P. Sommers                              |  | Director                                                                              |  | April 29, 2005
|                                                    
|*Michael
    El-Hillow                               |  | Director                                                                              |  | April 29, 2005
|                                                    
|By:                                                  |  | /s/ Richard G. ChleboskiRichard
    G. Chleboski Attorney-in-Fact                     |  |                |  | 

18



---



##### Table of Contents



INDEX TO EXHIBITS


|        |    |             |  |                                                                                                                                                                                                            
|------- | -- | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|        | 3  | .1(1)       |  | Third Amended and Restated Certificate of Incorporation of the
    Registrant. (Exhibit 3.2)                                                                                                               
|        | 3  | .2(1)       |  | Second Amended and Restated By-laws of the Registrant.
    (Exhibit 3.4)                                                                                                                                   
|        | 3  | .3(2)       |  | Certificate of Amendment of Third Amended and Restated
    Certificate of Incorporation of the Registrant filed with the
    Secretary of State of the State of Delaware on May 15,
    2003. (Exhibit 4.3)
|        | 3  | .4(2)       |  | Certificate of the Powers, Designations, Preferences and Rights
    of the Series A Convertible Preferred Stock of the
    Registrant. (Exhibit 4.4)                                                       
|        | 3  | .5(3)       |  | Certificate of Amendment of Third Amended and Restated
    Certificate of Incorporation filed with the Secretary of State
    of the State of Delaware on August 30, 2004.
    (Exhibit 4.5)               
|        | 4  | .1(8)       |  | Warrant issued to CRT Capital Group LLC.                                                                                                                                                                   
|        | 4  | .2(4)       |  | Warrant to Purchase Stock Issued to Silicon Valley Bank on
    August 26, 2004. (Exhibit 4.1)                                                                                                              
|        | 4  | .3(4)       |  | Registration Rights Agreement dated as of August 26, 2004.
    (Exhibit 4.2)                                                                                                                               
|        | 10 | .1(1)*      |  | 1994 Stock Option Plan. (Exhibit 10.1)                                                                                                                                                                     
|        | 10 | .2(1)*      |  | 2000 Stock Option and Incentive Plan. (Exhibit 10.2)                                                                                                                                                       
|        | 10 | .3(2)*      |  | Amended 2000 Stock Option and Incentive Plan. (Exhibit 4.5)                                                                                                                                                
|        | 10 | .4(1)*      |  | 2000 Employee Stock Purchase Plan. (Exhibit 10.3)                                                                                                                                                          
|        | 10 | .5(1)       |  | Lease Agreement between Registrant and W9/ TIB Real Estate
    Limited Partnership dated as of January 31, 2000, as
    amended. (Exhibit 10.5)                                                            
|        | 10 | .6(8)       |  | Lease between Registrant and One Hundred Twenty Bartlett Street
    Marlboro LLC dated as of January 26, 2004.                                                                                             
|        | 10 | .7(1)+      |  | Agreement between Registrant and Emanuel M. Sachs dated as of
    September 30, 1994, as amended. (Exhibit 10.7)                                                                                           
|        | 10 | .8(1)       |  | Series D Preferred Stock Purchase Agreement dated as of
    December 28, 1999. (Exhibit 10.8)                                                                                                              
|        | 10 | .9(1)       |  | Form of Indemnification Agreement between Registrant and each of
    its directors and executive officers. (Exhibit 10.9)                                                                                  
|        | 10 | .10(7)      |  | Stock and Warrant Purchase Agreement dated as of March 21,
    2003. (Exhibit 10.1)                                                                                                                        
|        | 10 | .11(7)      |  | Form of Registration Rights Agreement. (Exhibit 10.3)                                                                                                                                                      
|        | 10 | .12(7)      |  | Voting Agreement dated as of March 21, 2003.
    (Exhibit 10.2)                                                                                                                                            
|        | 10 | .13(5)      |  | Stock and Warrant Purchase Agreement dated June 16, 2004.
    (Exhibit 10.1)                                                                                                                               
|        | 10 | .14(5)      |  | Warrant Agreement dated June 21, 2004. (Exhibit 10.2)                                                                                                                                                      
|        | 10 | .15(5)      |  | Form of Warrants. (Exhibit 10.3)                                                                                                                                                                           
|        | 10 | .16(5)      |  | Registration Rights Agreement dated June 21, 2004.
    (Exhibit 10.4)                                                                                                                                      
|        | 10 | .17(5)      |  | Conversion, Consent, Voting and Lock-Up Agreement dated
    June 21, 2004. (Exhibit 10.5)                                                                                                                  
|        | 10 | .18(6)++    |  | Master Strategic partnership Agreement entered into as of
    January 14, 2005 by and between Evergreen Solar, Inc. and
    Q-Cells AG. (Exhibit 10.1)                                                     
|        | 10 | .19(6)++    |  | License and Technology Transfer Agreement by and between
    Evergreen Solar, Inc. and EverQ GmbH, dated January 14,
    2005. (Exhibit 10.2)                                                              
|        | 23 | .1(9)       |  | Consent of PricewaterhouseCoopers LLP, an Independent Registered
    Public Accounting Firm.                                                                                                               
|        | 24 | .1(9)       |  | Power of Attorney. (see Signature Page to Form 10-K)                                                                                                                                                       
|        | 31 | .1          |  | CEO Certification pursuant to Rule 13a-14(a) and
    Rule 15d-14(a) of the Securities Exchange Act of 1934, as
    adopted pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002. (filed herewith) 
|        | 31 | .2          |  | CFO Certification pursuant to Rule 13a-14(a) and
    Rule 15d-14(a) of the Securities Exchange Act of 1934, as
    adopted pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002. (filed herewith) 



---



##### Table of Contents



|        |    |             |  |                                                                                                                                                                                                           
|------- | -- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |            
|Number  |    | Description
|        |    |            
|        | 32 | .1          |  | CEO Certification pursuant to Rule 13a-14(b) and
    Rule 15d-14(b) of the Securities Exchange Act of 1934, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002. (filed herewith)
|        | 32 | .2          |  | CFO Certification pursuant to Rule 13a-14(b) and
    Rule 15d-14(b) of the Securities Exchange Act of 1934, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002. (filed herewith)






|    |  |                                                                                                                                                                                                                                                                                  
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|+   |  | Confidential treatment granted as to certain portions.                                                                                                                                                                                                                           
|   
|++  |  | Confidential treatment requested as to certain portions.                                                                                                                                                                                                                         
|   
|*   |  | Indicates a management contract or compensatory plan, contract
    or arrangement.                                                                                                                                                                                               
|   
|(1) |  | Incorporated herein by reference to the exhibits to the
    Companys Registration Statement on Form S-1, as
    amended (File No. 333-43140). The number given in
    parenthesis indicates the corresponding exhibit number in such
    Form S-1.                              
|   
|(2) |  | Incorporated herein by reference to the exhibits to the
    Companys Registration Statement on Form S-8 dated
    June 9, 2003 (File No. 333-105963). The number given
    in parenthesis indicates the corresponding exhibit number in
    such Form S-8.                      
|   
|(3) |  | Incorporated herein by reference to the exhibits to the
    Companys Registration Statement on Form S-3 dated
    October 21, 2004 (File No. 333-106126). The number
    given in parenthesis indicates the corresponding exhibit number
    in such Form S-3.                  
|   
|(4) |  | Incorporated herein by reference to the exhibits to the
    Companys Quarterly Report on Form 10-Q for the period
    ended September 30, 2004 filed on November 12, 2004.
    The number given in parenthesis indicates the corresponding
    exhibit number in such Form 10-Q.
|   
|(5) |  | Incorporated herein by reference to the exhibits to the
    Companys Current Report on Form 8-K dated
    June 22, 2004 (File No. 000-31687). The number given
    in parenthesis indicates the corresponding exhibit number in
    such Form 8-K.                              
|   
|(6) |  | Incorporated herein by reference to the exhibits to the
    Companys Current Report on Form 8-K dated
    January 14, 2005 (File No. 000-31687). The number
    given in parenthesis indicates the corresponding exhibit number
    in such Form 8-K.                           
|   
|(7) |  | Incorporated herein by reference to the exhibits to the
    Companys Current Report on Form 8-K dated
    March 24, 2003 (File No. 000-31687). The number given
    in parenthesis indicates the corresponding exhibit number in
    such Form 8-K.                             
|   
|(8) |  | Incorporated herein by reference to the exhibits to the
    Companys Annual Report on Form 10-K for the period
    ended December 31, 2004, filed on March 10, 2005.                                                                                                            
|   
|(9) |  | Previously filed with the annual report on the Form 10-K
    for the year ended December 31, 2004, filed on
    March 10, 2005.