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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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FORM 10-K/A



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(Mark one)

|x | ANNUAL REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------



For the fiscal year ended December 31, 2003



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 0-15472



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Environmental Power Corporation

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 75-3117389                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



One Cate Street
4thFloor, Portsmouth, New Hampshire 03801

(Address of principal executive offices)

(Zip code)



(603) 431-1780

Registrants telephone number, including area code



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

Common Stock,
$.01 par value



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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 for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form
10-K.    Yes ̈No  x



The aggregate market value of voting stock (common stock, $.01 par value)
held by non-affiliates, computed by reference to the closing price of such stock, was $5,229,907 on June 30, 2003.



Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule
12b-2).    Yes ̈No  x



Indicate the number of shares outstanding of each of the registrants
classes of common stock, as of the last practicable date: On March 12, 2004 there were 26,741,734 outstanding shares of Common Stock, $.01 par value, of the registrant.



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EXPLANATORY NOTE



This Annual Report on Form 10-K/A relates to the Registrants Annual Report on Form 10-K for the fiscal ended December 31, 2003, as amended by an Annual Report on
Form 10-K/A for the fiscal ended December 31, 2003, as filed with the Securities and Exchange Commission on April 30, 2004 and an Annual Report on Form 10-K/A for the fiscal ended December 31, 2003, as filed with the Securities and Exchange
Commission on November 15, 2004 (as amended, the Report), and is being filed to further amend the Report (i) by deleting the paragraph entitled Documents Incorporated by Reference appearing before the Table of Contents to the
Report, and (ii) by amending Part II, Item 9A (Controls and Procedures) of the Report to read in its entirety as follows:



Item 9A. Controls And Procedures



Under the supervision and with the participation of Environmental Powers management, including our chief executive officer and the principal accounting officer, we
have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. They have concluded that these disclosure controls
were effective at December 31, 2003 and provide reasonable assurance that Environmental Power can collect, process and disclose, within the time periods specified in the Commissions rules and forms, the information required to be disclosed in
its periodic Exchange Act reports. We also concluded that no changes in internal controls over financial reporting occurred during the quarter ended December 31, 2003 that have materially affected or are reasonably likely to materially affect such
internal controls over financial reporting.



PART IV. OTHER INFORMATION



ITEM 15. EXHIBITS



The following exhibits are filed with this report. The exhibit index previously included in
the Report is not amended hereby.



|(a) | Exhibits
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|     |  |                                                                     
|---- |  | --------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer                            
|     | 
|31.2 |  | Certification of Chief Financial Officer                            
|     | 
|32.1 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350
|     | 
|32.2 |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350



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SIGNATURES



Pursuant to the requirements of Section 13 or 15 (d) 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.



|                 |  |                                 |  |                                    
|---------------- |  | ------------------------------- |  | -----------------------------------
|Dated:           |  | ENVIRONMENTAL POWER CORPORATION
|                 |  |                                
|December 3, 2004 |  | By:                             |  | /s/ Kamlesh R. Tejwani             
|                 |  |                                 |  | Kamlesh R. Tejwani                 
|                 |  |                                 |  | President & Chief Executive Officer



Pursuant to the requirements of the
Securities Exchange Act 1934, this report has been signed below by the following persons on behalf of registrant and in the capacities and on the dates indicated.



|                                                 |  |                                                                                    |  |                 
|------------------------------------------------ |  | ---------------------------------------------------------------------------------- |  | ----------------
|                                                 |  |                                                                                   
|Signature                                        |  | Title                                                                              |  | Date            
|/s/ Joseph E. CresciJoseph E. Cresci             |  | Chairman and Director                                                              |  | December 3, 2004
|                                                 |  |                                                                                   
|/s/ Kamlesh R. TejwaniKamlesh R. Tejwani         |  | President & Chief Executive Officer and Director                                   |  | December 3, 2004
|                                                 |  |                                                                                   
|/s/ Donald A. LivingstonDonald A. Livingston     |  | Executive Vice President and Director                                              |  | December 3, 2004
|                                                 |  |                                                                                   
|/s/ R. Jeffrey MacartneyR. Jeffrey Macartney     |  | Chief Financial Officer and Treasurer (Principal
Financial and Accounting Officer) |  | December 3, 2004
|                                                 |  |                                                                                   
|/s/ John R. CooperJohn R. Cooper                 |  | Director                                                                           |  | December 3, 2004
|                                                 |  |                                                                                   
|/s/ Jessie J. Knight, Jr.Jessie J. Knight, Jr.   |  | Director                                                                           |  | December 3, 2004
|                                                 |  |                                                                                   
|/s/ August Schumacher, Jr.August Schumacher, Jr. |  | Director                                                                           |  | December 3, 2004
|                                                 |  |                                                                                   
|/s/ Robert I. WeisbergRobert I. Weisberg         |  | Director                                                                           |  | December 3, 2004



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