UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~February~~March 1116, ~~2010~~2009

ENVIRONMENTAL POWER CORPORATION

(Exact name of Company as specified in its charter)

Delaware

001-32393

75-3117389

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

120 White Plains Road, 6^th Floor, Tarrytown, New York 10591

(Address of principal executive offices, including zip code)

(914) 631-1435

(Company’s telephone number, including area code)

NONE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 83.01. ~~OTHER~~NOTICE ~~EVENTS~~OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.

~~Notice~~Environmental ofPower ~~Event~~Corporation (the “Company”) announced that it received a Nasdaq Staff Determination (the “Staff Determination”) on March 16, 2010 indicating that the Company is not in compliance with the $1.00 minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2), and that the Company’s securities are, therefore, subject to delisting from The Nasdaq Capital Market. If the Company does not appeal the Staff Determination before a Hearings Panel (the “Panel”), the Staff Determination states that trading of the Company’s common stock will be suspended at the ~~Default~~opening of business on ~~Convertible~~March 25, ~~Notes~~2010 and the Company’s securities will be delisted from The Nasdaq Stock Market.

~~Environmental~~At ~~Power~~this ~~Corporation~~time (the “ Company”) isdoes ~~party~~intend to ~~that~~pursue ~~certain~~an ~~First Supplemental~~appeal ~~Trust~~of ~~Indenture,~~the ~~dated~~Staff asDetermination ofand ~~March 1,~~request ~~2009~~such ~~(the~~a ~~“First~~hearing ~~Supplemental~~before ~~Indenture”)~~the Panel, ~~between~~at which hearing the Company ~~and~~must ~~Wells~~present ~~Fargo~~a ~~Bank,~~definitive ~~National~~plan ~~Association,~~to asresolve ~~Trustee (~~the ~~“Note~~bid ~~Trustee”)~~price ~~relating~~deficiency. toThe ~~the~~Staff ~~Company’s~~Determination ~~14% Convertible~~states ~~Notes due January 1~~that historically, ~~2014 (~~the ~~“Convertible~~Panel ~~Notes”).~~has Asgenerally ~~previously~~viewed ~~disclosed~~a inreverse ~~its~~stock ~~Current~~split ~~Report~~in on30 ~~Form~~to ~~8-K~~60 days ~~dated December 14, 2009,~~ as ~~filed~~the ~~with~~only ~~the~~definitive ~~Securities~~plan ~~and~~acceptable ~~Exchange~~to ~~Commission~~resolve ona ~~January~~bid 8,price ~~2010~~deficiency, ~~the~~but ~~Company failed~~that ~~to make~~ the ~~semi-annual~~Panel ~~interest~~could ~~payment~~allow inup ~~the~~to ~~amount~~180 ofcalendar ~~$560,000~~days ~~due~~from on the ~~$8,000,000~~date ~~principal amount~~ of ~~Convertible~~the ~~Notes~~Staff Determination ~~currently~~to ~~outstanding,~~accomplish ~~which~~a ~~interest~~split ~~payment~~if ~~was~~the ~~due~~Panel ondeems ~~January 4,~~it ~~2010~~appropriate. ~~The~~Submission ~~failure~~of ~~to make this interest payment become~~ an ~~event~~appeal ofand ~~default~~hearing ~~under~~request ~~the~~not ~~First~~later ~~Supplemental~~than ~~Indenture~~4:00 ~~and~~p.m. ~~the~~Eastern ~~Indenture,~~Time ~~dated~~on ~~as of~~ March 123, ~~2009~~2010, ~~between~~will ~~the~~stay ~~Company and~~ the ~~Note~~suspension ~~Trustee~~of totrading ~~which~~and the ~~First~~delisting ~~Supplemental~~of ~~Indenture relates (~~the ~~“Indenture”),~~ ~~insofar~~Company’s ascommon ~~such~~stock ~~failure~~pending ~~was not cured by February 3, 2010 (30 days from~~ the ~~date~~Panel’s ~~on which the interest payment became due and payable)~~decision. ~~The~~There ~~Note~~can ~~Trustee~~be ~~delivered~~no aassurance ~~notice,~~that ~~dated February 3, 2010, of this event of default to~~ the ~~Company and~~Panel ~~the~~will ~~holders~~grant of the ~~Convertible Notes, which notice the~~ Company’s ~~received~~request onfor ~~February 11,~~continued ~~2010~~listing.

~~The~~Item Note Trustee or the holders of not less than 25% in aggregate principal amount of the Convertible Notes outstanding may now declare the principal of and premium, if any, and all accrued interest on the Convertible Notes immediately due and payable, but neither has done so at this time9.01 ~~Under~~Financial ~~the~~Statements ~~Indenture~~ and the First Supplemental Indenture, holders of at least 50% in aggregate principal amount of the Convertible Notes outstanding are authorized to direct the time, place and method of conducting collection proceedings, subject to refusal by the Note Trustee to follow any direction that conflicts with law, the Indenture or the First Supplemental Indenture, is unduly prejudicial to the rights of other holders of the Convertible Notes or would involve the Note Trustee in personal liabilityExhibits. ~~The Indenture also permits the Note Trustee to require adequate indemnity against any loss, liability, expense or fee that might be incurred by it in complying with any such direction.~~

2(d) Exhibits.

See Exhibit Index attached hereto.

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.

ENVIRONMENTAL POWER CORPORATION By: /sS/ ~~Michael~~MICHAEL E. ~~Thomas~~THOMAS Michael E. Thomas Senior Vice President, Chief Financial Officer and Treasurer

Dated: ~~February 26~~March 19, 2010

3EXHIBIT INDEX


Exhibit No.		Description

99.1		Press release dated March 19, 2010.

Filing Compare · ENVIRONMENTAL POWER CORP