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<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): June 4, 2002
                                                           ------------


                         Environmental Power Corporation
                         -------------------------------
             (Exact name of registrant as specified in its charter)


Delaware                            0-15472                  04-2782065
--------                            -------                  ----------
(State or other jurisdiction        (Commission              (IRS Employer
of incorporation)                   File Number)             Identification No.)


          One Cate Street, 4/th/ Floor, Portsmouth, New Hampshire 03801
                    (Address of principal executive offices)


                                 (603) 431-1780
              (Registrant's telephone number, including area code)

<PAGE>

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits

99.08     Letter to Shareholders of Environmental Power Corporation ("POWR"),
          dated May 30, 2002, to be included in First Quarter 2002 brochure to
          shareholders.

Item 9.  Regulation FD Disclosure

The letter attached as Exhibit 99.08 hereto is furnished pursuant to Regulation
FD. It is not filed.

Cautionary Statement

The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
"safe harbor" for forward-looking statements. Certain statements made in the
exhibit to this report, such as statements concerning our strategy to penetrate
and become the dominant player in the field of anaerobic digestion, aggressive
growth objectives and intent to disseminate company information and other
statements contained herein which are not historical facts are forward looking
statements as such term is defined in the Act. Without limiting the foregoing,
the words "believes", "anticipates", "plans", "expects", "will" and similar
expressions are intended to identify forward-looking statements. Because such
statements involve risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking statements. Factors that
could cause actual results to differ materially include, but are not limited to,
uncertainties involving development stage companies, financing requirements and
uncertainties, difficulties involved in executing on a business plan,
technological uncertainties, risks relating to managing and integrating acquired
businesses, volatile and unpredictable developments (including plant outages and
repair requirements), the difficulty of estimating construction, development,
repair and maintenance costs and timeframes, the uncertainties involved in
estimating insurance and implied warranty recoveries, if any, the inability to
predict the course or outcome of any negotiations with parties involved with
POWR's or Microgy Cogeneration Systems, Inc.'s projects, uncertainties relating
to general economic and industry conditions, the amount and rate of growth in
expenses, uncertainties relating to government and regulatory policies, the
legal environment, intellectual property issues, the competitive environment in
which POWR and Microgy operate and other factors, including those described in
POWR's filings with the Securities and Exchange Commission, including the
section "Management's Discussion and Analysis of Financial Condition and Results
of Operations -- Certain Factors That May Impact Future Results" of POWR's
Annual Report on Form 10-K for the period ended December 31, 2001. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of their dates. POWR undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

<PAGE>

                                   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 thereunto duly authorized.

ENVIRONMENTAL POWER CORPORATION

June 4, 2002                        /s/ R. Jeffrey Macartney
                                    --------------------------------------------
                                    R. Jeffrey Macartney
                                    Treasurer and
                                    Chief Financial Officer
                                    (principal accounting officer
                                    and authorized officer)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.08
<SEQUENCE>3
<FILENAME>dex9908.txt
<DESCRIPTION>SHAREHOLDER LETTER
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.08

May 30, 2002



Dear Shareholders,

Environmental Power Corporation ("POWR") reported that for the three months
ended March 31, 2002 ("2002"), power generation revenues were $14,113,256 and
net income was $1,766,650 or 9 cents per share. For the corresponding three
months ended March 31, 2001 ("2001"), power generation revenues were $13,482,891
and net income was $987,937 or 9 cents per share. The average outstanding shares
used to determine earnings per share were 11,407,990 shares in 2001 versus
20,273,141 shares in 2002.

The first quarter 2002 was a good one for the Company with net earnings nearly
double the same quarter last year. Scrubgrass achieved the highest levels of
output and the greatest capacity factor (98%) of its eight years of operation.
This production, sold at fixed power sales rates, supported record earnings from
the sale of power produced in any quarter in our history. Further, the sale of
certified NOx emission allowances for the years 2003 - 2007 was finalized in
January and contributed $2.5 million in extraordinary income during the quarter.
We are especially proud to sell pollution credits as they represent income from
our facility's ability to surpass government environmental standards. Such
transactions are testimony to our mission of "doing well by doing good".

The 1/st/ Quarter was also marked by significant progress toward realizing the
potential of our anaerobic digestion technology. As investors know from our many
previous communications, it was our excitement for this technology that
motivated us to acquire Microgy Cogeneration Systems, Inc., the holder of the
technology license. We have created a strategic planning group which consists of
members from management, POWR's Board, and selected consultants. This group has
analyzed this opportunity and shaped our goals and action plans.

During the 1/st/ quarter and into the 2/nd/ quarter, we began to gather the
fruits of those efforts. We have completed the drafting of our business plan and
taken initial steps toward our first transaction. We executed a 15-year contract
with Wisconsin Public Service to sell up to 15 MW of output generated from the
biogas from digested animal wastes. Additionally, five Wisconsin farms signed
Letters of Intent to use our technology, and other farms have expressed
considerable interest. Our team has been busy. We started negotiations for
another power sales contract in the upper Midwest and have been working with
farmers and state agencies in Maryland to market our facilities and services in
those areas as well. Overall, we are excited by our prospects.

We are also energized by the addition of Ed Chapman, Jeff Macartney and Wally
Long to our team. Ed, former head of tax exempt project finance at Goldman
Sachs, agreed to join POWR as Senior Vice President of Finance. Ed will be
focused on developing and implementing our financial strategies and innovative
project financing structures. Jeff, who replaced Bill Linehan as our Chief
Financial Officer, has held high-level financial and operations positions for
Pitney

<PAGE>

Bowes, Bank Austria and Allied Signal. We are also excited about the addition of
Wally Long as Vice President of Energy Marketing. Wally brings more than twenty
years of development, marketing and engineering experience in the energy field,
mostly with R. W. Beck. Wally will spearhead our energy marketing efforts which
are so important to implementing our ongoing strategy to penetrate and become
the dominant player in the field of anaerobic digestion. Together with existing
management and staff, these men are a significant part of the exceptional team
needed to meet our aggressive growth objectives.

One more important note, management has reinvigorated its commitment to keeping
our investors fully informed. We know that investors want timely information,
whether favorable or not, and can only fairly evaluate us if they can mark our
progress. The appropriate valuation of our shares and true liquidity of the
market can not improve without an informed investor base. As part of our
commitment, we have updated our website and our annual report to reflect the
changes at POWR. Further, with the help of a respected investor and public
relations consultancy, management intends to disseminate company information
promptly and more broadly. Through these efforts, management hopes to encourage
greater interest in our stock among the investment community.

Sincerely,

/s/ Donald A. Livingston                    /s/ Joseph E. Cresci

Donald A. Livingston, President             Joseph E. Cresci, Chairman and CEO

</TEXT>
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