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                                                                     EXHIBIT 4.5


                            CERTIFICATE OF AMENDMENT
                                       OF
             THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                              EVERGREEN SOLAR, INC.

      Evergreen Solar, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Corporation, at a meeting of the Board
of Directors on April 21, 2004, in accordance with the provisions of Section
141(b) of the General Corporation Law of the State of Delaware, duly adopted a
resolution setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation, as amended. The resolution setting forth the
proposed amendment is as follows:

RESOLVED:   That a proposed amendment to the Certificate of Incorporation of the
            Corporation, as amended (the "Amendment"), effecting a change in the
            first paragraph of Article FOURTH thereof, so that said first
            paragraph of Article FOURTH shall read in its entirety as set forth
            below, is hereby approved, and is recommended to the stockholders of
            the Corporation (the "Stockholders") for approval as being advisable
            and in the best interests of the Corporation:

            "FOURTH: The total number of shares of all classes of capital stock
            which the Corporation shall have authority to issue is 127,227,668
            shares, consisting of (i) 100,000,000 shares of common stock, with a
            par value of $.01 per share (the "Common Stock") and (ii) 27,227,668
            shares of Preferred Stock, with a par value of $.01 per share (the
            "Preferred Stock"), of which 26,227,668 shares shall be designated
            Series A Convertible Preferred Stock."

SECOND: That the stockholders of the Corporation duly approved such resolution
at the annual meeting of stockholders held on August 20, 2004 by affirmative
vote of the majority of shares present in person or represented by proxy and
entitled to vote on the subject matter in accordance with the provisions of
Section 216 of the General Corporation Law of the State of Delaware.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Sections 216 and 242 of the General Corporation Law of the State of Delaware.

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            IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed by its President this 20th day of August, 2004.

                                      EVERGREEN SOLAR, INC.

                                      By: /s/ Richard M. Feldt
                                          -------------------------------------
                                          Richard M. Feldt
                                          Chief Executive Officer and President

ATTEST:

/s/ Richard G. Chleboski
-------------------------------
Richard G. Chleboski, Secretary