<SUBMISSION>
<ACCESSION-NUMBER>0000927016-02-003692
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20020722
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>ENVIRONMENTAL POWER CORP
<CIK>0000805012
<ASSIGNED-SIC>4991
<IRS-NUMBER>042782065
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-39155
<FILM-NUMBER>02707971
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>500 MARKET ST
<STREET2>STE 1E
<CITY>PORTSMOUTH
<STATE>NH
<ZIP>03801
<PHONE>6034311780
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>500 MARKET ST
<STREET2>STE 1E
<CITY>PORTSMOUTH
<STATE>NH
<ZIP>03801
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>BRANT BENJAMIN J
<CIK>0001156298
<ASSIGNED-SIC>2200
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>7553 GARTNER RD
<CITY>EVERGREEN
<STATE>CO
<ZIP>80439
<PHONE>3033849402
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>7553 GARTNER RD
<CITY>EVERGREEN
<STATE>CO
<ZIP>80439
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>dsc13da.txt
<DESCRIPTION>AMENDMENT NO. 2 TO SCHEDULE 13D
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)

                                (Amendment No. 2)

                         Environmental Power Corporation
                        --------------------------------
                                (Name of Issuer)

                          Common Stock, $.01 par value
                        --------------------------------
                         (Title of Class of Securities)

                                  29406-L-10-2
                        --------------------------------
                                 (CUSIP Number)

                           Steven I. Himelstein, Esq.
                              Dorsey & Whitney LLP
                                 250 Park Avenue
                            New York, New York 10077
                                 (212) 415-9200
             -------------------------------------------------------
                  (Name, Address and Telephone Number of Person

                Authorized to Receive Notices and Communications)

                                  July 11, 2002
                        --------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [_]

                         (Continued on following pages)
                               (Page 1 of 9 Pages)

<PAGE>

                                                                     Page 2 of 9

                                  SCHEDULE 13D

CUSIP No.  29406-L-2
------------------------------------------------------------------------------
      NAMES OF REPORTING PERSON
 1    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON

      Benjamin Brant
------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
 2                                                              (a) [_]
                                                                (b) [X]
------------------------------------------------------------------------------
      SEC USE ONLY
 3
------------------------------------------------------------------------------
      SOURCE OF FUNDS (See Instructions)
 4
      N/A
------------------------------------------------------------------------------
      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
      TO ITEMS 2(d) or 2(e) [_]
 5
      N/A
------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 6
      United States
------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     7
     NUMBER OF                  2,374,772
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      8
     OWNED BY                   0
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     9
    REPORTING                   2,374,772
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          10
                                0
------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
      2,374,772
------------------------------------------------------------------------------
      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
      (See Instructions)
12
      N/A
------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
      11.9%
------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON (See Instructions)
14
      IN
------------------------------------------------------------------------------

<PAGE>

                                                                     Page 3 of 9

                                  SCHEDULE 13D

CUSIP No.  29406-L-2

     This Amendment No. 2 to Schedule 13D is being filed by Benjamin Brant to
amend the Schedule 13D (the "Schedule 13D") originally filed by Mr. Brant on
August 2, 2001, as amended by Amendment No. 1 filed on May 13, 2002. Capitalized
terms used but not defined herein have the meanings assigned to such terms in
the Schedule 13D.

Item 4. Purpose of Transaction.

     Item 4 of Schedule 13D is hereby amended by adding the following before the
final paragraph of such Item:

     "On July 11, 2002, the Company entered into a Letter Agreement with Mr.
Brant (the "Letter Agreement") permitting the Company and/or its designee(s) to
exercise the remaining portion of the option under the Option Agreement during a
60 day period ending September 9, 2002 (the "Special Period") at a reduced
exercise price of $0.25 per share provided that the exercise is for at least one
million of the 1,621,706 remaining option shares. Mr. Brant also agreed that an
additional 50,000 shares he owns (which are among the shares subject to the
Standstill) would be the subject to the option during the Special Period.
Accordingly, during the Special Period the Company has an option to repurchase
between 1,000,000 and 1,671,706 shares of Common Stock from Mr. Brant at a price
of $0.25 per share.

The foregoing descriptions of the Letter Agreement is qualified in its entirety
by reference to the Letter Agreement, which is attached hereto as Exhibit 8 and
is incorporated herein by reference."

Item 5. Interest in Securities of the Issuer:

     Items 5(a) and 5(c) are amended to read as follows:

     "(a) Mr. Brant may be deemed to own beneficially 2,374,772 shares of Common
Stock as of July 22, 2002, including 1,621,706 remaining shares subject to the
option in favor of the Company under the Option Agreement and 753,066 shares
subject to the Standstill under the Option Agreement (of which 50,000 shares are
subject to an option in favor of the Company during the Special Period).

     The shares beneficially owned by Mr. Brant represent 11.9% of the class
based on the 19,873,359 shares of the Company's Common Stock outstanding as of
July 22, 2002. The number of outstanding shares is calculated by subtracting
from the 19,934,139 shares of Common Stock reported to be outstanding as of May
14, 2002 in the Company's Form 10-Q filed for the period ending March 31, 2002,
60,780 shares purchased by the Company's exercises pursuant to the Option
Agreement since the filing of Amendment No. 1 hereto. The shares acquired by the
Company from Mr. Brant are being held by the Company as treasury shares and,
therefore, are deemed issued but not outstanding.

     Mr. Brant is a party to the Stockholders' Agreement described in Item 4.
Within the meaning of Rule 13(d)(5) under the Securities Exchange Act of 1934,
as amended (the "Act"), the terms of the Stockholders' Agreement could be deemed
to provide for an agreement among the parties thereto to act together for the
purpose of voting and disposing of equity securities of the Company.
Accordingly, the parties thereto could be deemed to be members of a "group" and
could be deemed to be beneficial owners of all of the securities held by such
group. Mr. Brant denies the existence of such a group and disclaims beneficial
ownership of the securities held by any other person.

     As of the date hereof, to the best knowledge of Mr. Brant, the table below
identifies all of the parties to the Stockholders' Agreement, in addition to Mr.
Brant and the Company, and states their ownership interests in the Company as of
July 22, 2002, based solely upon public filings.

<PAGE>

                                                                     Page 4 of 9

       ------------------------------ --------------- ---------------
                                                      Percentage of
                                      Common Stock    Common Stock
           Party to Stockholder       Beneficially    Beneficially
                 Agreement            Owned (1)       Owned (1,2)
       ------------------------------ --------------- ---------------
       Joseph  E. Cresci                   4,732,848           23.8%
       ------------------------------ --------------- ---------------
       Donald A. Livingston                2,461,739           12.4%
       ------------------------------ --------------- ---------------
       George A. Kast                      2,823,188           14.2%
       ------------------------------ --------------- ---------------
       Daniel J. Eastman                   1,120,882(3)         5.5%
       ------------------------------ --------------- ---------------
       Steven J. Brunner                     548,258            2.8%
       ------------------------------ --------------- ---------------
       John P. O'Shea                        135,383            0.7%
       ------------------------------ --------------- ---------------
       Henry S. Krauss                        22,564            0.1%
       ------------------------------ --------------- ---------------
       Frances Luskind and Henry
       Krauss, as Trustees of the
       Trust U/W/O Jessie Daniels
       FBO Frances Luskind                    22,564            0.1%
       ------------------------------ --------------- ---------------
       Smithson Ventures Inc. Money
       Purchase Pension Plan DLJSC-
       Custodian FBO Deborah
       Salerno Trustee                        45,128            0.2%
       ------------------------------ --------------- ---------------
       Amro International, S.A.               90,255            0.5%
       ------------------------------ --------------- ---------------
       Frank Kramer                           90,255            0.5%
       ------------------------------ --------------- ---------------
       John J. Burke                         451,241            2.3%
       ------------------------------ --------------- ---------------
       Hitel Group                            45,128            0.2%
       ------------------------------ --------------- ---------------

     (c) On May 3, 2002, the Company exercised its option under the Option
Agreement to purchase 120,000 shares of Common Stock owned by Mr. Brant.
Pursuant to the Option Agreement, Mr. Brant also delivered 197,514 shares of
Common Stock to the Company in satisfaction of certain guarantee obligations as
described in


-------------------
1    Section 13 of the Exchange Act deems a person to be the beneficial owner of
     a security if that person has the right to acquire beneficial ownership of
     such security within 60 days (including through the exercise or conversion
     of another security). Pursuant to Section 13, any shares of Common Stock
     not outstanding which are issuable within 60 days upon exercise or
     conversion of securities held by a person have been deemed to be
     outstanding for the purpose of computing the percentage of outstanding
     securities of the class owned by such person but have not been deemed to be
     outstanding for the purpose of computing the percentage of the class by any
     other person.
2    Based on the 19,873,359 shares of Common Stock outstanding as of July 22,
     2002, as calculated above in this Item 5(a).
3    This includes 389,872 shares of Common Stock which is issuable upon the
     exercise of the Warrant Mr. Eastman received in connection with the
     Exchange Agreement.

<PAGE>

                                                                     Page 5 of 9

Item 4. On each of May 17, 2002, June 25, 2002 and July 12, 2002, the Company
exercised its option under the Option Agreement to purchase 20,260 shares (or
60,780 shares in the aggregate)."

Item 7. Material to be Filed as Exhibits:

     Item 7 is hereby amended to add the following at the end thereof:

          "8.  Letter Agreement dated July 11, 2002 relating to the Stock Option
               and Right of First Refusal Agreement dated as of May 2, 2002, by
               and between the Company and Benjamin Brant."

<PAGE>

                                                                     Page 6 of 9

                                    SIGNATURE

     After reasonable inquiry to and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement by or about the undersigned is true, complete and correct.

                                              Date July 22, 2002

                                              /s/ Benjamin Brant
                                              ---------------------
                                              Benjamin Brant


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>3
<FILENAME>dex8.txt
<DESCRIPTION>LETTER AGREEMENT DATED JULY 11, 2002
<TEXT>
<PAGE>

                                                                     Page 7 of 9

                                                                       EXHIBIT 8

                                                           July 11, 2002


Mr. Benjamin J. Brant
7553 S. Gartner Road
Evergreen, CO   80439

     Re:  Stock Option and Right of First Refusal Agreement
          (the "Option Agreement") dated as of May 2, 2002
          between Environmental Power Corporation ("EPC")
          and Benjamin J. Brant ("Brant")
          -------------------------------------------------

Dear Benjamin:

     Reference is made to the Option Agreement. Capitalized terms used in this
letter agreement without definition shall have the definitions contained in the
Option Agreement.

     EPC understands that Brant would like to encourage purchase of a
substantial portion or all of the Option Shares over the short term and is
willing to provide inducements therefor. On its part, EPC is interested in
seeking to arrange for the purchase by EPC and/or designees of EPC of a
substantial portion or all of the remaining Option Shares on the modified terms
provided herein.

     This letter agreement confirms EPC's and Brant's agreement to the following
terms:

     (a) During the sixty day period (the "Special Period") commencing on the
date of Brant's agreement to the terms of this letter agreement, EPC and/or its
designee(s) may exercise the Option to purchase between one million and all of
the then remaining Option Shares at a reduced purchase price equal to $0.25 per
Option Share. Furthermore, during the Special Period, Brant agrees that EPC
and/or its designee(s), shall have an option (the "Standstill Option") to
purchase 50,000 of the Standstill Shares at a price of $0.25 per share. During
the Special Period, Brant shall not sell or otherwise transfer or encumber
50,000 of the Standstill Shares except pursuant to the exercise of the
Standstill Option.

     (b) The exercise of the Option and the Standstill Option on the terms set
forth in paragraph (a) above is conditioned on EPC and/or its designee(s)
exercising the Option for at least one million of the then remaining Option
Shares during the Special Period.

     (c) The parties agree that as of the date of the letter (giving effect to
EPC's June 2002 exercise of the Option) there are 1,641,966 remaining Option
Shares and 753,066 Standstill Shares.

     (d) Concurrently with the execution hereof, the parties shall furnish the
Escrow Agent the joint written instruction attached hereto as Exhibit A.

     (e) To take advantage of the reduced exercise price during the Special
Period, the Option shall be exercised by delivery of the exercise price for at
least one million of the remaining Option Shares to the Escrow Agent by EPC
and/or its designee(s). EPC and any designee(s) may coordinate separate
exercises and payments which, in the aggregate, cover at least 1 million of the
then remaining Option Shares. Furthermore, if EPC and/or its designees exercise
the remaining Option in its entirety during the Special Period, EPC and/or its
designee(s) may exercise the Standstill Option for up to 50,000 Standstill
Shares by the tender of the exercise price for such Standstill Shares by EPC
and/or its designees against delivery of the certificate therefore (accompanied
by duly executed stock power(s)) by Brant.

     (f) EPC and Brant agree that in the event of the exercise of the Option in
accordance with the terms provided in this letter agreement, they shall promptly
give all appropriate instructions to the Escrow Agent and EPC's transfer agent
to implement such exercises in accordance with the terms of this letter
agreement.

<PAGE>

                                                                     Page 8 of 9

     (g) The Standstill Shares not subject to the Standstill Option remain
subject to the Option Agreement in all respects. If the Option and Standstill
Option are not exercised within the Special Period as provided herein, the
Option Shares and 50,000 Standstill Shares shall continue to remain subject to
the Option Agreement in all respects.

     (h) Except as modified hereby, the Option Agreement shall remain in full
force and effect. Except to the extent inconsistent with the terms of this
letter agreement, the provisions of the Option Agreement shall apply to this
letter agreement as if set forth herein.

     (i) Brant acknowledges that EPC makes no representations as to the
prospects of EPC and/or its designee(s) exercising the Option and/or the
Standstill Option during the Special Period.

     (j) EPC's designee(s) shall be third party beneficiaries of this letter
agreement.

     If the foregoing correctly sets forth our understanding, please acknowledge
by signing below, whereupon this letter shall become a binding agreement.

                                         Very truly yours,

                                         ENVIRONMENTAL POWER CORPORATION

                                         By:
                                            -----------------------------

Agreed and Acknowledged:

----------------------------------
Benjamin J. Brant

Dated:  July 11, 2002


<PAGE>

                                                                     Page 9 of 9

                                                                       EXHIBIT A

                                                          July 11, 2002

US Bank
Corporate Trust Services
100 Wall Street, 16th Floor
New York, NY  10005

Attn: Adam Berman

     Re:  Environmental Power Corporation ("EPC")/Brant;
          Escrow Account No. 77095040
          ----------------------------------------------

Dear Mr. Berman:

     The undersigned hereby give a Joint Written Direction under the Escrow
Agreement among us dated May 3, 2002. Notwithstanding Schedule II to the Escrow
Agreement, if during the period ending on September 9, 2002 (the "Special
Period") EPC and/or its designee(s) (i) exercise the Option to purchase, in the
aggregate, at least one million of the remaining shares of EPC Common Stock in
escrow with you, the price for the exercise of such portion (equal to at least
one million) of the remaining shares in escrow with you as to which EPC and/or
its designee(s) have exercised the Option during the Special Period shall be
reduced from $0.35 to $0.25 per share. For example, EPC and/or its designees
could exercise the Option during the Special Period to purchase one million
shares for $250,000 or 1,500,000 shares for $375,000.

     For exercise of less than one million of the remaining shares during the
Special Period (i.e. a July monthly exercise for 20,260 shares) and for
exercises after the Special Period, the $0.35 per share price shall apply.

     Thank you very much for your assistance.

                                       Very truly yours,

                                       ENVIRONMENTAL POWER CORPORATION

                                       By:
                                           ---------------------------------

                                           ---------------------------------
                                           Benjamin J. Brant

</TEXT>
</DOCUMENT>
</SUBMISSION>
