UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

~~Form~~FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~ earliest event reported) December 29, 2003

Date of Report (Date of earliest event reported) September 17, 2003

AstroPower, Inc

(Exact name of registrant as specified in its charter)

Delaware		000-23657		51-0315860
(State or other jurisdictions of incorporation)		(Commission file number)		(IRS Employer Identification No.).

100 Pencader Drive, Newark, Delaware 19702

231 Lake Drive, Newark, Delaware		19702
(Address of principal executive offices)		(Zip Code)

~~(Address~~Registrant’s telephone ofnumber, ~~principal~~including ~~executive~~area ~~offices~~code: (302) 366-0400

Registrant’s telephone number, including area code: 302-366-0400

300 Executive Drive Newark, Delaware 19702-3316

(Former address, if changed since last report)

~~ITEM~~Item 54. ~~OTHER~~Changes ~~EVENTS~~in Registrant’s Certifying Accountant.

OnBy ~~September~~letter 17dated December 23, 2003 and received by management on December 29, 2003, ~~registrant~~KPMG ~~issued~~LLP a(“KPMG”) ~~News~~advised ~~Release~~the ~~announcing~~Company “that itthe ~~engaged~~client-auditor ~~SSG~~relationship ~~Capital~~between ~~Advisors~~AstroPower, LInc.P and KPMG has ceased.” A copy of the letter was delivered to ~~act~~the asSecurities ~~its~~and ~~investment~~Exchange ~~bankers~~Commission.

AThe ~~copy~~reports of KPMG on the ~~News~~financial ~~Release~~statements isof ~~filed~~the Company for each of the fiscal years ended December 31, 2000 and December 31, 2001 contained no adverse opinions or disclaimer of opinion and were not qualified or modified as anto ~~exhibit~~uncertainty, audit scope or accounting principles. Except to the extent discussed below, for the fiscal years ended December 31, 2000 and December 31, 2001 and through the date of this report, ~~and~~there iswere ~~incorporated~~no ~~herein~~disagreements bywith KPMG on any matter of accounting principles or practices, financial statement disclosure or audit scope or procedure which, if not resolved to the satisfaction of KPMG, would have caused it to make reference to the subject matter of such disagreement in its reports on the financial statements for such fiscal years. Nor, except to the extent discussed below, were there any reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K for the fiscal years ended December 31, 2000 and December 31, 2001 and through the date of this report. With respect to the matters discussed below, the Audit Committee authorized KPMG to respond fully to inquiries of any successor accountant.

~~ITEM~~In 7the course of work undertaken in connection with the audit for the fiscal year ended December 31, 2002, KPMG advised the Company’s Audit Committee that it noted potential inadequacies in internal controls relevant to revenue recognition with respect to certain transactions during 2002, that it had therefore expanded the scope of the audit, and further that it believed that the Audit Committee should engage the services of outside professionals to undertake forensic procedures to assist the Audit Committee with respect to revenue recognition. ~~FINANCIAL~~The ~~STATEMENTS~~Audit ~~AND~~Committee ~~EXHIBITS~~then engaged an independent “Big 4” accounting firm and independent law firm to undertake procedures to investigate certain transactions for which revenue had been recognized during 2002. On May 16, 2003, AstroPower announced that, because of its ongoing review of revenue recognition matters, the Company had yet to file its Form 10-K for the fiscal year ended December 31, 2002, and until such time as the Company had an audited balance sheet for the fiscal year ended December 31, 2002 it would be unable to file its quarterly report. Thereafter, they reported to the Audit Committee regarding observations they had made with respect to certain transactions for which revenue had been recognized during 2002. While the expanded procedures were being performed, KPMG informed the Audit Committee and management that KPMG was unwilling to rely on representations by two senior executives.

~~(c)~~As ~~EXHIBITS~~previously announced on May 27, 2002, the Board of Directors then accepted the resignations of Allen Barnett, Ph.D., the Company’s Chief Executive Officer, and of Thomas Stiner, the Company’s Chief Financial Officer, from their respective executive positions with AstroPower and removed two other management employees. The Company also appointed George Roland, a director of the Company, as acting Chief Executive Officer, and Gilbert Steinberg, also a director of the Company, as acting Chief Financial Officer.

~~Exhibit~~Thereafter, ~~99.1.~~the ~~News~~management ~~Release~~of ~~dated~~the ~~September~~Company, 17working in conjunction with KPMG, ~~2003~~moved toward completion of the audit for the year ended December 31, 2002.

~~The~~On ~~information~~June ~~contained~~5, 2003, the Company announced that it had received a Nasdaq Staff Determination letter on May 29, 2003 indicating that in ~~this~~addition ~~Current~~to its Form 10-K delinquency AstroPower had not filed its Quarterly Report on Form 810-KQ isfor athe ~~statement~~period ofended ~~AstroPower’s~~March ~~present~~31, 2003 ~~intention~~with the Securities and Exchange Commission and Nasdaq, ~~belief~~as orrequired ~~expectation~~by Nasdaq Marketplace Rule 4310(c)(14). The Company also announced at that time that it was making every effort to file its reports on Form 10-K and isForm ~~based~~10-Q as soon as ~~upon~~possible, ~~among~~but ~~other~~there ~~things~~could be no assurance the Company would be able to file those reports prior to the time that Nasdaq might effect the delisting of its Common Stock. Acting management of AstroPower, and the ~~existing~~Audit ~~regulatory~~Committee, ~~environment~~believed, ~~industry~~based ~~conditions~~on communications it had had with KPMG, ~~market~~that ~~conditions~~the work necessary to complete the audit, and ~~prices~~to file a Form 10-K, could be completed before an actual delisting of the ~~economy~~Company’s instock ~~general~~took ~~and~~place. Shortly thereafter, however, KPMG advised AstroPower for the first time that it would not be willing to issue an audit report until successor management had been engaged by the Company. On July 24, 2003, AstroPower announced that it had received notice from a Nasdaq Listing Qualifications Panel indicating that the Company’s ~~assumptions~~common stock would be delisted from the Nasdaq National Market effective with the open of business on Friday, July 25, 2003. On July 25, 2003, AstroPower ~~may~~also ~~change~~announced ~~its~~the ~~intention,~~engagement ~~belief~~of orBridge ~~expectation~~Associates LLC, ata nationally ~~any~~known ~~time~~restructuring, turnaround management and ~~without~~ ~~notice~~expanded capabilities firm, ~~based~~to ~~upon~~take ~~any~~charge ~~changes~~of inthe ~~such~~day-to-day ~~factors,~~operations inof AstroPower and its subsidiaries and to stabilize the Company’s ~~assumptions~~financial ~~or otherwise~~position. The ~~cautionary~~Company ~~statements~~further announced ~~contained~~that orBridge ~~referred~~Associates would also analyze all of AstroPower’s operations and make recommendations to inthe ~~this~~Company’s ~~Current~~Board ~~Report~~of Directors with respect to raising additional working capital as well as the overall future strategy of the Company. The Company’s principal efforts thereafter were focused on ~~Form~~stabilizing ~~8-K~~the ~~should~~operations beof ~~considered~~the inbusiness. ~~connection~~On ~~with~~August ~~any~~6, ~~subsequent~~2003, the Company announced that it had reduced its workforce by 10% through a layoff of approximately 55 ~~written~~employees. orThe ~~oral~~Company ~~forward-looking~~also ~~statements~~announced that it was evaluating the totality of AstroPower’s oroverhead ~~persons~~expenses ~~acting~~and focusing on ~~its~~reducing ~~behalf~~those ~~may~~expenses ~~issue~~throughout the Company’s operations.

ByIn ~~including~~the ~~any~~course ~~information~~of indiscussions during the ~~Current~~fall ~~Report~~of on2003, ~~Form~~KPMG ~~8-K~~indicated that it was not prepared to complete the audit process unless the Company undertook additional forensic procedures, ~~AstroPower~~the ~~does~~scope of which were not ~~necessarily~~defined, ~~acknowledge~~but ~~that~~which ~~disclosure~~would entail the evaluation of ~~such~~matters ~~information~~beyond isthe scope of the forensic work undertaken ~~required~~previously. byThe ~~applicable~~Audit ~~law~~Committee oradvised KPMG that, while it did not believe that additional forensic work was necessary, it would be willing to undertake such efforts if it could receive guidance from KPMG regarding the ~~information~~scope, ispotential ~~material~~cost and timing of such procedures and, in particular, how such procedures would affect the timing and cost of completing the audit for 2002. KPMG declined to provide such guidance. The Company advised KPMG that it was concerned because KPMG would not offer any assurance of when the

audit might be completed and what the cost of such efforts might be. The Company further advised KPMG that its concerns were heightened by the fact that, in the past, KPMG had indicated that, subject to the completion of certain procedures, the audit would be substantially completed. However, in those prior instances, once the procedures were completed, KPMG raised additional issued or procedures which would have to be completed in connection with the audit. Further, the Company advised KPMG that it had already spent very substantial amounts on effort to complete work required by KPMG in connection with the audit, that it had cooperated with KPMG in every request that KPMG had made, and that it would be irresponsible for the Company to undertake further, open-ended and costly expenditures in light of the Company’s financial condition, particularly without any assurance from KPMG that such procedures would result in completion of the audit.

The Company and the Audit Committee continue to believe that they have complied with all prior requests made by KPMG with respect to the completion of the 2002 audit, including additional requirements and procedures that were required by KPMG over time and which affected the Company’s ability to complete the audit prior to July 24, 2003. The Company and the Audit Committee believe that KPMG’s introduction of additional requirements or conditions to completion of the audit also adversely affected the overall cost of the procedures undertaken to date. In light of these facts, and in light of the Company’s current financial condition, the Audit Committee did not believe that it would be prudent or appropriate to make further, open-ended expenditures of Company resources for additional forensic or audit procedures, absent some reliable assurance that, by doing so, the audit could be completed.

The Company has provided KPMG a copy of this Report and requested KPMG to furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. The Company has requested that KPMG provide such letter as promptly as possible, so that the Company can file such letter as an Exhibit to this Current Report on Form 8-K within 10 business days after the date of this Report.

Item 7. Financial Statements and Exhibits.

(c)

Exhibits

Exhibit 1.		Letter From KPMG
		(To be supplied by amendment)

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 hereunto duly authorized.

Date: September 23, 2003			By:	/s/ CARL H. YOUNG III
		AstroPower, Inc.
				Carl H. Young III
		(Registrant)
				Chief Executive Officer
Date: January 7, 2004	By:	/s/ Carl H. Young III
		Carl H. Young III Interim Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION
99.1		Press release of AstroPower, Inc, dated September 17, 2003

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