<PAGE>


                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                   FORM 10-Q

(Mark one)
      X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
  --------
EXCHANGE ACT OF 1934
                   for the three months ended March 31, 2001

                                       OR

____  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
                                   000-23657
                                AstroPower, Inc.
            (Exact name of registrant as specified in its charter)

Delaware                                                  51-0315869
(state or other jurisdiction                              (IRS Employer
of incorporation or organization)                         Identification
                                                          Number)

Solar Park
Newark, Delaware                                19716-2000
(Address of principal executive offices)        (Zip Code)

                                 302-366-0400
             (Registrant's telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the Registrant was required
to file such report(s), and (2) has been subject to such filing requirements for
the past 90 days.

                    YES     X     NO _____
                         -------

The number of shares outstanding of the Registrant's common stock, $0.01 par
value, as of May 11, 2001, was 14,032,010.

<PAGE>

                               AstroPower, Inc.
              FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2001

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                                Page No.
                                                                                                                --------

                         PART I:  FINANCIAL INFORMATION
                         ------------------------------


ITEM 1.      FINANCIAL STATEMENTS
<S>       <C>                                                 <C>

             .    Consolidated Balance Sheets
                  -  March 31, 2001 (unaudited) and December 31, 2000 .......................................       1, 2

(S)          .    Consolidated Statements of Operations (unaudited) -
                  Three months ended March 31, 2001 and 2000 ................................................       3

(S)          .    Consolidated Statements of Cash Flows (unaudited) -
                  Three months ended March 31, 2001 and 2000 ................................................       4

(S)               Notes to Consolidated Financial Statements (unaudited) ....................................       5

ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION AND RESULTS OF OPERATIONS ............................................................       6-7

ITEM 3.      QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK .....................................       8



                          PART II:  OTHER INFORMATION
                          ---------------------------

ITEM 1.      LEGAL PROCEEDINGS ..............................................................................       9

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K ...............................................................       10


             SIGNATURES .....................................................................................       11
</TABLE>


Cautionary Note Regarding Forward-Looking Statements
----------------------------------------------------

This quarterly report on Form 10-Q contains forward-looking statements that are
made pursuant to the Safe Harbor provisions of the Private Securities Litigation
Reform Act of 1995.  Forward-looking statements involve risks, uncertainties and
assumptions as described from time to time in registration statements, annual
reports, and other periodic reports and filings which we file with the
Securities and Exchange Commission.  All statements, other than statements of
historical facts, which address our expectations of sources of capital or which
express our expectation for the future with respect to financial performance or
operating strategies, can be identified as forward-looking statements.  As a
result, there can be no assurance that our future results will not be materially
different from those described herein as "believed", "anticipated", "estimated"
or "expected", which reflect our current views with respect to future events.
We caution readers that these forward-looking statements speak only as of the
date of this report.  We hereby expressly disclaim any obligation or undertaking
to release publicly any updates or revisions to any such statements to reflect
any changes in our expectations or any change in events, conditions or
circumstances on which such statement is based.
<PAGE>

                               ASTROPOWER, INC.

                          CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                         ASSETS                                   March 31, 2001              December 31, 2000
--------------------------------------------------------     ---------------------         --------------------
<S>                                                            <C>                           <C>
                                                                       (unaudited)
CURRENT ASSETS:
Cash and cash equivalents .................................          $  85,982,179                   24,538,022
Accounts receivable:
     Trade, net ...........................................             15,011,579                   15,753,018
     Employee receivables .................................                 63,731                       61,906
     Other ................................................                 89,896                       65,442
Inventories ...............................................             14,303,862                   12,307,866
Prepaid expenses ..........................................                705,807                      558,143
Deferred tax asset ........................................              7,594,117                    6,351,355
                                                             ---------------------         --------------------
          Total current assets ............................            123,751,171                   59,635,752

INVESTMENT IN JOINT VENTURES ..............................                706,229                      718,224

PROPERTY AND EQUIPMENT ....................................             24,935,835                   23,613,649
     Less accumulated depreciation and amortization .......             (6,418,918)                  (5,996,002)
                                                             ---------------------         --------------------

          Total assets ....................................          $ 142,974,317                   77,971,623
                                                             =====================         ====================

                                                                 1
                                   (See accompanying notes to consolidated financial statements)
</TABLE>

<PAGE>

                                ASTROPOWER, INC.

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   March 31, 2001             December 31, 2000
                                                              ---------------------         -------------------
          LIABILITIES AND STOCKHOLDERS' EQUITY                          (unaudited)
---------------------------------------------------------
<S>                                                             <C>                           <C>
CURRENT LIABILITIES:
Accounts payable .........................................             $  5,076,174                   6,210,020
Accrued payroll and payroll taxes ........................                1,286,102                   1,001,405
Accrued expenses .........................................                3,942,713                     316,917
                                                              ---------------------         -------------------
     Total current liabilities ...........................               10,304,989                   7,528,342

OTHER LIABILITIES:
Deferred tax liability ...................................                2,158,169                   2,158,169
Other ....................................................                  184,549                     175,000
                                                              ---------------------         -------------------
     Total liabilities ...................................               12,647,707                   9,861,511


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Common stock .............................................                  140,191                     117,390
Additional paid-in capital ...............................              128,536,253                  64,848,641
Unearned compensation ....................................                  (25,162)                    (49,668)
Retained earnings ........................................                1,675,328                   3,193,749
                                                              ---------------------         -------------------
     Total stockholders' equity ..........................              130,326,610                  68,110,112
                                                              ---------------------         -------------------
          Total liabilities and stockholders' equity .....             $142,974,317                  77,971,623
                                                              =====================         ===================

                                                                 2
                                   (See accompanying notes to consolidated financial statements)
</TABLE>


<PAGE>

                                ASTROPOWER, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                             Three Months Ended March 31
                                                                                     (unaudited)
                                                              ------------------------------------------------------
REVENUES:                                                                          2001                         2000
                                                              -------------------------          -------------------
<S>                                                             <C>                                <C>
     Product sales .....................................                    $13,581,236                    9,670,482
     Research contracts ................................                        724,207                      732,106
                                                              -------------------------          -------------------
          Total revenues ...............................                     14,305,443                   10,402,588

COST OF REVENUES:
     Product sales .....................................                      9,448,483                    6,642,317
     Research contracts ................................                        523,369                      470,126
                                                              -------------------------          -------------------
          Total cost of revenues .......................                      9,971,852                    7,112,443
                                                              -------------------------          -------------------
          Gross profit .................................                      4,333,591                    3,290,145
OPERATING EXPENSES:
     Product development expenses ......................                      1,124,686                      622,937
     General and administrative expenses ...............                      1,161,453                      843,702
     Selling expenses ..................................                        842,470                      538,849
     Litigation settlement and legal fees ..............                      3,774,242                       13,626
                                                              -------------------------          -------------------
          Income (loss) from operations ................                     (2,569,260)                   1,271,031
OTHER INCOME (EXPENSE):
     Interest expense ..................................                         (8,626)                      (1,792)
     Interest income ...................................                        420,838                      340,785
     Equity in loss of joint ventures ..................                        (12,123)                     (20,315)
                                                              -------------------------          -------------------
          Total other income ...........................                        400,089                      318,678
                                                              -------------------------          -------------------
INCOME (LOSS) BEFORE INCOME TAXES ......................                     (2,169,171)                   1,589,709
INCOME TAXES ...........................................                       (650,750)                     477,050
                                                              -------------------------          -------------------
NET INCOME (LOSS) ......................................                    $(1,518,421)                   1,112,659
                                                              =========================          ===================
NET INCOME (LOSS) DATA:
     Net income (loss) per share - basic ...............                         $(.13)                         0.10
                                                              =========================          ===================
     Net income (loss) per share - diluted .............                         $(.13)                         0.09
                                                              =========================          ===================
     Weighted average shares outstanding - basic .......                     12,020,991                   11,315,278
                                                              =========================          ===================
     Weighted average shares outstanding - diluted .....                     12,020,991                   12,849,296
                                                              =========================          ===================

                                                                 3
                                   (See accompanying notes to consolidated financial statements)
</TABLE>
<PAGE>

                                ASTROPOWER, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                        Three Months Ended March 31
                                                                                -----------------------------------------
                                                                                                (unaudited)
                                                                                        2001                    2000
                                                                                -----------------        ----------------
<S>                                                                               <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) .............................................................      $ (1,518,421)              1,112,659
Adjustments to reconcile net income (loss) to net cash used in operating
 activities:
     Deferred income taxes ....................................................          (650,750)                238,525
     Depreciation and amortization ............................................           422,916                 299,871
     Equity in losses of joint ventures .......................................            12,123                       -
     Amortization of unearned compensation ....................................            24,506                  24,507
     Changes in working capital items:
          Accounts receivable .................................................           715,160              (2,916,014)
          Inventories .........................................................        (1,995,996)               (565,236)
          Prepaid expenses ....................................................          (147,664)               (371,659)
          Accounts payable and accrued expenses ...............................         2,491,950                 811,448
          Accrued payroll and payroll taxes ...................................           284,697                (339,121)
          Other ...............................................................             9,421                  13,162
                                                                                -----------------        ----------------
     Net cash used in operating activities ....................................          (352,058)             (1,691,858)

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ..........................................................        (1,322,186)             (1,297,973)
                                                                                -----------------        ----------------
     Net cash used in investing activities ....................................        (1,322,186)             (1,297,973)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of common stock options ................................           707,896               1,095,842
Net proceeds from common stock offering .......................................        62,410,505                       -
                                                                                -----------------        ----------------
     Net cash provided by financing activities ................................        63,118,401               1,095,842
                                                                                -----------------        ----------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ..........................        61,444,157              (1,893,989)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ..............................        24,538,022              25,338,239
                                                                                -----------------        ----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ....................................      $ 85,982,179              23,444,250
                                                                                =================        ================

                                                                 4
                                   (See accompanying notes to consolidated financial statements)
</TABLE>
<PAGE>

                                AstroPower, Inc.

                  Notes to Consolidated Financial Statements
                                 March 31, 2001
                                  (unaudited)



(1)   General
      -------

The accompanying consolidated financial statements for the three month periods
ended March 31, 2001 and 2000 have been prepared by AstroPower, Inc. (Company)
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. The information furnished herein reflects all adjustments
(consisting only of normal recurring accruals) which are, in the opinion of
management, necessary to present fairly the consolidated financial position and
operating results of the Company as of and for the respective periods. Certain
information and footnote disclosures normally included in annual consolidated
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been omitted pursuant to such
rules and regulations. However, management of the Company believes that the
disclosures herein are adequate to make the information presented not
misleading. The accompanying consolidated financial statements should be read in
conjunction with the consolidated financial statements contained in the
Company's Annual Report Form 10-K for the year ended December 31, 2000. The
consolidated results of operations for interim periods may not be indicative of
the results that may be expected for the entire year.

(2)  Litigation Settlement
     ---------------------

In October 2000, the United States government filed a civil action against us in
the U.S. District Court for the District of Delaware, to recover damages and
penalties with respect to the submission of invoices and Incurred Cost
Submissions in connection with contracts with the U.S. Department of Defense and
U.S. Department of Energy. The allegations in the complaint involve our Incurred
Cost Submissions, which are used to determine indirect cost rates, for the
period from 1991 through 1995, and invoices submitted between July 1994 and
January 1996. The complaint alleges that we falsely claimed that certain costs
were properly allocable to the government contracts when those costs were
attributable to a commercial venture, resulting in overpayments to us in excess
of at least $2.3 million and seeks treble damages and penalties aggregating
approximately $7.9 million. We have been in a dispute with respect to our
indirect cost rates with the government since 1996 and this action follows our
inability to resolve our differences. The government had previously audited and
accepted our indirect cost rate structure for 1991 through 1993.

In April 2001, we reached an agreement in principle with the United States
Department of Justice to settle the litigation. The principal recitals, terms
and conditions to be included in the contemplated Release and Settlement
Agreement are that we do not admit any liability and that both we and the
government wish to resolve the pending litigation without further proceedings,
that we shall pay the government $3,500,000 within five business days of the
execution of a Release and Settlement Agreement and that we and the government
execute and file a Joint Stipulation of dismissal, dismissing the complaint
including all claims and allegations asserted in the complaint, with prejudice.
While the principal terms of the settlement have been agreed to in principle the
parties must negotiate and agree upon the remaining details and execute the
Release and Settlement Agreement.

(3) Debt
    ----

On March 7, 2001, the Company increased its available revolving line of credit
with a financial institution from $3 million to $6 million. The facility bears
interest at the financial institution's National Commercial Rate minus 0.25%
(8.25% as of March 7, 2001). Security for the facility is accounts receivable.
The Company is required to maintain a minimum working capital ratio, a minimum
level of tangible net worth and a minimum total debt to net worth ratio. There
were no borrowings against this facility at March 31, 2001.

                                       5
<PAGE>

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

Overview

We develop, manufacture, market and sell a range of solar electric power
generation products, including solar cells, modules, panels and our SunChoice
pre-packaged systems for the global marketplace.  Solar cells are the core
component inside every solar electric power system.  Our products provide an
environmentally friendly, reliable energy solution at the point of use and are
sold for both off-grid and on-grid applications.  In off-grid applications, our
products provide the primary source of electric power for rural homes and
villages and supply power for equipment in the telecommunications and
transportation industries.  In on-grid applications, our products provide a
renewable source of alternative or supplemental electric power and provide
reliable back-up power in the event of a utility outage.  In addition to our
solar power generation product offerings, we sell wholesale solar electric power
under long-term purchase agreements through a joint venture with GPU
International, Inc.

We currently generate product revenues from the sale of solar cells, modules,
panels and pre-packaged systems.  While the predominant source of our product
revenues to date has been recycled wafer products, we are continuing a
significant expansion of our Silicon-Film manufacturing capacity.  We recognize
product sales revenue upon shipment.  Product sales represented 95% of total
revenues for the three months ended March 31, 2001.  Solar cell prices and
manufacturing costs vary depending upon supply and demand in the market for
solar cells and modules, order size, yields, the costs of raw materials,
particularly reclaimed silicon wafers recycled from the semiconductor industry,
and other factors.

We also generate revenue from contracts with various federal government agencies
to conduct research on advanced Silicon-Film products and optoelectronic
devices.  Generally, these contracts last from six months to three years.  We
recognize research contract revenue at the time costs benefiting the contracts
are incurred, which approximates the percentage of completion method.
Substantially all of our revenues from government contracts are subject to audit
under various federal statutes.

For the three months ended March 31, 2001, 76% of our product revenues were
generated by sales to customers located outside of the United States.  We
believe that international sales will continue to account for a significant
portion of our product sales for the foreseeable future.  Current sales are
denominated in U.S. dollars and foreign exchange rate fluctuations have not had
an impact on our results of operations.

Solar cells that we manufacture are sold to original equipment manufacturers
that assemble the solar cells into modules.  In addition, we assemble and sell
modules to distributors and value-added resellers.  We have also begun to sell
our SunChoice systems.  The sale of modules and systems results in substantially
more revenue to us than the sale of solar cells due to the incremental value of
the additional materials, labor and overhead.  Accordingly, our product sales
are affected not just by changes in total solar cells produced, but by changes
in the sales mix among solar cells, modules and systems.  The gross margin
percentage for modules and systems are generally less than those of solar cells.
As a result, changes in the product sales mix may also affect total product
gross margin.

                                       6
<PAGE>

Results of Operations

Three Months Ended March 31, 2001 and 2000

Revenues  -  Our total revenues were $14.3 million for the three months ended
March 31, 2001, an increase of $3.9 million or 37.5% from 2000.  Product sales
were $13.6 million for the three months ended March 31, 2001, an increase of
$3.9 million or 40.4% from 2000.  Our increase in product sales was due to
ongoing strong demand for our products and expansion of  manufacturing capacity.
Contract revenues were $724,000 for the three months ended March 31, 2001, a
decrease of $8,000 or 1.1% from 2000.

Gross profit  -  Our gross profit was $4.3 million for the three months ended
March 31, 2001, a increase of $1.0 million or  31.7% from 2000.  Product gross
profit for 2001 was $4.1 million, an increase of $1.1 million or 36.5% from
2000.  Our product gross margin was 30.4% for the three months ended March 31,
2001.  In the similar 2000 period, the product gross margin was 31.3%. In the
fourth quarter of 2000 product gross margin was 29.5%.  In the second quarter of
2000 we accelerated the pace of our capacity expansion, the costs of which
depressed product gross margins through the balance of 2000.  Our gross profit
on research contracts for the three months ended March 31, 2001 was $201,000, a
decrease of $61,000 or 23.3% from the 2000 period.

Product development costs  -  Our product development costs for the three months
ended March 31, 2001 were $1.1 million, up $502,000 or 80.5% from 2000, as a
result of increased levels of development efforts related to new products.

General and administrative expenses  -  Our general and administrative expenses
for the three months ended March 31, 2001 were $1.2 million, an increase of
$318,000 or 37.7% from the similar 2000 period.  The increase is primarily a
result of higher levels of salaries, professional fees and insurance expenses.

Selling expenses  -  Our selling expenses for the three months ended March 31,
2001 were $842,000, an increase of $304,000 or 56.3% from 2000.  The increase is
due to higher salary costs as a result of additions to the sales and marketing
staff, and higher travel expenditures.

Litigation settlement and legal fees - The results for the current quarter
include a provision of $3.5 million arising from an agreement in principle to
settle litigation with the U.S. government for this amount. Our professional
fees related to our overhead dispute for the three months ended March 31, 2001
were $274,000, an increase of $261,000 from 2000. This increase is due to the
high level of activity, and related professional fees during the first quarter
of 2001 in connection with this dispute.

Interest income  -  Our interest income for the three months ended March 31,
2001 was $421,000, as compared with $341,000 in the 2000 period.  The increase
in interest income is attributable to higher average balances as a result of our
March 2001 public offering which raised net proceeds of $62.4 million.

Income taxes - The income tax benefit for the three months ended March 31, 2001
was $651,000, as compared with income tax expense of $477,000 in 2000,
representing an effective rate of 30%.  The current period tax benefit is
primarily due to the tax benefit associated with the loss caused by the $3.5
million government settlement recorded during the first quarter of 2001.  Our
effective tax rate is lower than the statutory rates, principally as a result of
research and experimentation tax credits and the benefit of a Foreign Sales
Corporation.

Net Income (loss) - Our net loss for the quarter ended March 31, 2001 was $1.5
million as compared with net income of $1,113,000 for the similar prior year
period. The loss was caused by a non-recurring pre-tax charge relating to an
agreement in principle for the payment of $3.5 million in settlement of
litigation with the U.S. government. Net income for the quarter ended March 31,
2001 would have been $1.1 million without the costs of the settlement and
related legal fees.

Liquidity and Capital Resources

At March 31, 2001, we had cash of $86.0 million, as compared with $24.5 million
at December 31, 2000.  The increase in the cash balance during the 2001 first
quarter was primarily due to our public offering of 2,200,000 shares of Common
Stock in March 2001 which raised net proceeds of $62.4 million.

Our sources of liquidity as of March 31, 2001 consist principally of cash of
$86.0 million and an available bank credit line of $6 million.  Any borrowings
under our bank facility will be secured by accounts receivable.  There were no
borrowings outstanding under the bank credit line as of March 31, 2001.

We expect that our available cash balance, together with projected cash
generated from operations and the available bank credit line, will be sufficient
to fund our activities for at least the next 24 months.

                                       7

<PAGE>

ITEM 3.     QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

We develop products in the United States and market our products in North
America as well as in the Europe, Asia Pacific and Africa regions. As a result,
our financial results could be affected by factors such as changes in foreign
currency exchange rates or weak economic conditions in foreign markets. Because
all of our revenues are currently denominated in U.S. dollars, a strengthening
of the dollar could make our products less competitive in foreign markets. Our
interest income is sensitive to changes in the general level of U.S. interest
rates, particularly since the majority of our investments are in short-term
instruments. Due to the short-term nature of our investments, we believe that
there is not a material risk exposure.

                                       8
<PAGE>

                               AstroPower, Inc.
              FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2001

                          PART II:  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         In October 2000, the United States government filed a civil action
         against us in the U.S. District Court for the District of Delaware, to
         recover damages and penalties with respect to the submission of
         invoices and Incurred Cost Submissions in connection with contracts
         with the U.S. Department of Defense and U.S. Department of Energy. The
         allegations in the complaint involve our Incurred Cost Submissions,
         which are used to determine indirect cost rates, for the period from
         1991 through 1995, and invoices submitted between July 1994 and January
         1996. The complaint alleges that we falsely claimed that certain costs
         were properly allocable to the government contracts when those costs
         were attributable to a commercial venture, resulting in overpayments to
         us in excess of at least $2.3 million and seeks treble damages and
         penalties aggregating approximately $7.9 million. We have been in a
         dispute with respect to our indirect cost rates with the government
         since 1996 and this action follows our inability to resolve our
         differences. The government had previously audited and accepted our
         indirect cost rate structure for 1991 through 1993.

         In April 2001, we reached an agreement in principle with the United
         States Department of Justice to settle the litigation. The principal
         recitals, terms and conditions to be included in the contemplated
         Release and Settlement Agreement are that we do not admit any liability
         and that both we and the government wish to resolve the pending
         litigation without further proceedings, that we shall pay the
         government $3,500,000 within five business days of the execution of a
         Release and Settlement Agreement and that we and the government execute
         and file a Joint Stipulation of dismissal, dismissing the complaint
         including all claims and allegations asserted in the complaint, with
         prejudice. While the principal terms of the settlement have been agreed
         to in principle the parties must negotiate and agree upon the remaining
         details and execute the Release and Settlement Agreement.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibits               None


         REPORTS ON FORM 8-K

         The following reports on form 8-k were filed during the quarter ended
         March 31, 2001:

         Form 8-K dated January 31, 2001 with respect to the announcement of
         preliminary unaudited summary fourth quarter and full year financial
         information for 2000.

         Form 8-K dated February 27, 2001 with respect to the announcement of
         unaudited fourth quarter and full year financial information for 2000.


                                      9

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                 ASTROPOWER, INC.


Date:  May 15, 2001         By:  /s/ Allen M. Barnett
                                 ------------------------------------
                                     Allen M. Barnett
                                President and Chief Executive Officer



Date:  May 15, 2001         By:  /s/ Thomas J. Stiner
                                 ------------------------------------
                                     Thomas J. Stiner
                             Senior Vice President and Chief Financial Officer
                                     (Principal Financial Officer)

                                       10