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): March 1631, ~~2009~~2010

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

~~Environmental~~Notice Power 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~~Default ~~Company’s common stock will be suspended at the opening of business on March 25, 2010 and the Company’s securities will be delisted~~ from ~~The~~JBS ~~Nasdaq~~Swift ~~Stock Market.~~

AtOn ~~this~~March 31, ~~time~~2010, ~~the~~Microgy Grand Island, LLC (“MGH”), a subsidiary of Environmental Power Corporation (the “Company”), ~~does~~received ~~intend~~notice from JBS Swift & Co. (“Swift”) that Swift considers MGH to ~~pursue~~be anin ~~appeal~~default ofunder the ~~Staff~~terms ~~Determination~~of that certain Biogas Agreement, dated as of September 1, 2006, between Swift and ~~request~~MGH, ~~such~~as aamended ~~hearing~~to ~~before~~date ~~the~~(as ~~Panel~~so amended, atthe ~~which~~“Biogas ~~hearing~~Agreement”) and the ~~Company~~Lease ~~must~~Agreement, ~~present~~dated aSeptember 1, ~~definitive~~2006, ~~plan~~between toSwift ~~resolve~~and MGH (the ~~bid~~“Lease ~~price deficiency~~Agreement”). The ~~Staff~~Biogas ~~Determination states that~~Agreement ~~historically,~~and the ~~Panel~~Lease ~~has~~Agreement ~~generally~~relate ~~viewed~~to aMGH’s ~~reverse~~biogas ~~stock~~facility ~~split~~located inat 30Swift’s toGrand ~~60 days~~Island, asNebraska beef processing plant. In the ~~only~~notice, ~~definitive~~Swift ~~plan~~cited ~~acceptable~~MGH’s failure to ~~resolve~~make abiogas ~~bid~~deliveries ~~price~~and ~~deficiency,~~to ~~but~~make ~~that~~liquidated damages payments pursuant to the ~~Panel~~Biogas ~~could~~Agreement, ~~allow~~as upwell as MGH’s failure to ~~180~~provide ~~calendar~~adequate ~~days~~assurances ~~from~~that ~~the~~its ~~date~~financial ofcondition ~~the~~will ~~Staff Determination~~permit it to ~~accomplish~~complete athe ~~split~~biogas iffacility ~~the~~as ~~Panel~~defaults ~~deems~~under itthe ~~appropriate~~Biogas Agreement. ~~Submission~~A ofdefault anunder ~~appeal~~the ~~and~~Biogas ~~hearing~~Agreement is ~~request~~a ~~not~~default ~~later~~under ~~than~~the ~~4:00~~Lease pAgreement.m. ~~Eastern~~Swift ~~Time~~stated onin ~~March 23,~~its ~~2010,~~notice ~~will~~that ~~stay~~if ~~the~~these ~~suspension~~defaults ofare ~~trading~~not ~~and~~cured within the ~~delisting~~60-day ofcure ~~the Company’s~~period ~~common~~provided ~~stock~~for ~~pending~~in the ~~Panel’s~~Biogas ~~decision.~~Agreement, ~~There~~it ~~can~~reserves bethe noright ~~assurance~~to ~~that~~terminate the ~~Panel~~Biogas ~~will~~Agreement ~~grant~~and the ~~Company’s~~Lease ~~request~~and ~~for~~to exercise ~~continued~~its ~~listing~~rights under the agreements and the law.

~~Item~~MGH ~~9.01~~believes ~~Financial~~that ~~Statements~~it has defenses to these claims of default and expects ~~Exhibits~~to contest such claims if necessary, and also expects to meet with Swift to attempt to resolve them.

~~(d) Exhibits.~~2

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:		/S/ MICHAEL E. THOMAS
		Michael E. Thomas
		Senior Vice President, Chief Financial Officer and Treasurer

Dated: ~~March 19~~April 5, 2010

~~EXHIBIT~~3 ~~INDEX~~

ExhibitNo.		Description
99.1		Press release dated March 19, 2010.

Filing Compare · ENVIRONMENTAL POWER CORP