<SUBMISSION>
<ACCESSION-NUMBER>0001157523-03-002269
<TYPE>8-K
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<ITEMS>7
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<CONFORMED-NAME>ENVIRONMENTAL POWER CORP
<CIK>0000805012
<ASSIGNED-SIC>4991
<IRS-NUMBER>042782065
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
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<BUSINESS-ADDRESS>
<STREET1>500 MARKET ST
<STREET2>STE 1E
<CITY>PORTSMOUTH
<STATE>NH
<ZIP>03801
<PHONE>6034311780
</BUSINESS-ADDRESS>
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<DESCRIPTION>ENVIRONMENTAL POWER 8-K
<TEXT>
                       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): June 2, 2003

                         ENVIRONMENTAL POWER CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                      0-15472               [75-3117389]
(State or other jurisdiction of  (Commission File Number)     (IRS Employer
        incorporation)                                   Indentification Number)


         One Cate Street, Fourth Floor, Portsmouth, New Hampshire 03801
          (Address of principal executive offices, including zip code)

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

                                      NONE
          (Former name or former address, if changed since last report)

<PAGE>

ITEM 5.           OTHER EVENTS

Effective on June 2, 2003, Environmental Power Corporation, a Delaware
corporation ("EPC"), consummated a holding company reorganization, whereby EPC
Holdings 1, Inc., a Delaware corporation ("EPC Holdings"), became the parent
holding company of EPC. The new holding company organizational structure will
allow EPC Holdings, which has been renamed "Environmental Power Corporation", to
manage its organization more effectively and to enjoy greater flexibility with
respect to future operational and financing activities.

The holding company reorganization was effected pursuant to an Agreement and
Plan of Merger (the "Merger Agreement") among EPC, EPC Holdings and EPC Merger
Sub, Inc., a Delaware corporation and wholly-owned subsidiary of EPC Holdings
("Merger Sub"). The Merger Agreement provided for, among other things, the
merger of Merger Sub with and into EPC, with EPC as the surviving corporation (
the "Merger"). Pursuant to Section 251(g) of the Delaware General Corporation
Law, the approval of the Merger by the stockholders of EPC was not required. As
a result of the Merger, which was consummated on June 2, 2003, (i) EPC became a
direct wholly-owned subsidiary of EPC Holdings; (ii) each share of Common Stock,
par value $.01 per share, of EPC issued and outstanding was converted into one
share of Common Stock, par value $.01 per share, of EPC Holdings; (iii) EPC
Holdings assumed EPC's 1993 Director Option Plan and all awards thereunder,
EPC's 2002 Director Stock Option Plan and all awards thereunder, EPC's 2001
Stock Incentive Plan and all awards thereunder, the Stock Option Agreement
between EPC and Robert I. Weisberg dated as of May 2, 2001, the Stock Option
Agreement between EPC and Robert I. Weisberg dated as of September 14, 2001 and
all other outstanding warrants and options to acquire shares of EPC's Common
Stock; (iv) EPC was renamed "EPC Corporation"; (v) EPC Holdings was renamed
"Environmental Power Corporation"; (vi) all of the issued and outstanding shares
of Merger Sub were automatically converted into shares of EPC's common stock,
and Merger Sub's corporate existence ceased; and (vii) all of the issued and
outstanding shares of EPC Holdings owned by EPC were canceled. As a result of
the Merger, EPC became a direct, wholly owned subsidiary of EPC Holdings. EPC
Holding's common stock will trade on the OTC Bulletin Board under the ticker
symbol "POWR.BB".

The conversion of shares of EPC's common stock in the Merger occurred without an
exchange of certificates. Accordingly, certificates formerly representing shares
of outstanding common stock of EPC are deemed to represent the same number of
shares of common stock of EPC Holdings. The change to the holding company
structure was tax free for federal income tax purposes for stockholders.

A copy of the press release further describing the transaction is attached
hereto as Exhibit 99.1.

The Company hereby incorporates by reference the Agreement and Plan of Merger
attached hereto as Exhibit 2.1, and the press release attached hereto as Exhibit
99.1, each made a part hereof, into this Item 5.

<PAGE>



ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

                (c) The following Exhibits are filed as part of this report:

EXHIBIT NO.                    DESCRIPTION
----------                     -----------

   2.1       Agreement and Plan of Merger dated as of June 2, 2003, among
             Environmental Power Corporation, EPC Holdings 1, Inc. and EPC
             Merger Sub, Inc.

   3.1       Restated Certificate of Incorporation of Environmental Power
             Corporation

   3.2       Restated By-Laws of Environmental Power Corporation

  99.1       Press Release issued on June 2, 2003


<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 hereunto duly authorized.

                                       ENVIRONMENTAL POWER CORPORATION


                                       By: /s/ Joseph E. Cresci
                                           --------------------
                                           Joseph E. Cresci
                                           Chairman and Chief Executive Officer

Dated:  June 2, 2003

<PAGE>

                                  EXHIBIT INDEX


EXHIBIT NO.                    DESCRIPTION
----------                     -----------

   2.1       Agreement and Plan of Merger dated as of June 2, 2003, among
             Environmental Power Corporation, EPC Holdings 1, Inc. and EPC
             Merger Sub, Inc.

   3.1       Restated Certificate of Incorporation of Environmental Power
             Corporation

   3.2       Restated By-Laws of Environmental Power Corporation

  99.1       Press Release issued on June 2, 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>a4407470ex21.txt
<DESCRIPTION>EXHIBIT 2.1
<TEXT>
                                                                     EXHIBIT 2.1

                          AGREEMENT AND PLAN OF MERGER


         AGREEMENT AND PLAN OF MERGER, dated this 2nd day of June, 2003, is
entered into pursuant to Section 251(g) of the General Corporation Law of
Delaware, among Environmental Power Corporation, a Delaware corporation (the
"Surviving Company"), EPC Holdings 1, Inc., a Delaware corporation ("EPC
Holdings"), and EPC Merger Sub, Inc., a Delaware corporation (the "Transitory
Subsidiary").

                                    RECITALS:

         WHEREAS, the Surviving Company is a corporation duly organized and
existing under the laws of the State of Delaware and is authorized to issue (i)
50,000,000 shares of Common Stock, $.01 par value per share ("EPC Common
Stock"), of which 21,791,279 shares are issued and outstanding as of the date
hereof, and 619,014 shares are held in treasury as of the date hereof; and (ii)
2,000,000 shares of preferred stock, $.01 par value per share;

         WHEREAS, EPC Holdings is a corporation duly organized and existing
under the laws of the State of Delaware and is authorized to issue (i)
50,000,000 shares of Common Stock, $.01 par value per share ("EPC Holdings
Common Stock"), of which 1,000 shares are issued and outstanding as of the date
hereof; and (ii) 2,000,000 shares of preferred stock, $.01 par value per share;

         WHEREAS, the Transitory Subsidiary is a corporation duly organized and
existing under the laws of the State of Delaware and is authorized to issue
1,000 shares of Common Stock, $.01 par value per share of which 1,000 shares are
issued and outstanding as of the date hereof;

         WHEREAS, all of the outstanding capital stock of EPC Holdings is held
by the Surviving Company and all of the outstanding capital stock of the
Transitory Subsidiary is held by EPC Holdings;

         WHEREAS, the Transitory Subsidiary desires to merge with and into the
Surviving Company, and the Surviving Company desires that the Transitory
Subsidiary be merged with and into it, with the result that the Surviving
Company would be a wholly-owned subsidiary of EPC Holdings, and the current
stockholders of the Surviving Company would become stockholders of EPC Holdings;

         WHEREAS, the Boards of Directors of the Surviving Company, EPC Holdings
and the Transitory Subsidiary have adopted resolutions approving this Agreement
and Plan of Merger; and

         WHEREAS, the transactions contemplated by this Agreement and Plan of
Merger are intended to qualify as a tax-free transaction under Section 351 of
the Internal Revenue Code of 1986, as amended (the "Code"), and also as a
tax-free merger transaction pursuant to Section 368(a) of the Code.

<PAGE>

         NOW THEREFORE, in consideration of the foregoing premises and the
undertakings herein contained and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

         1. Merger. The Transitory Subsidiary shall be merged into the Surviving
Company pursuant to Section 251(g) of the General Corporation Law of Delaware.
The Surviving Company shall survive the merger herein contemplated and shall
continue to be governed by the laws of the State of Delaware. The separate
corporate existence of the Transitory Subsidiary shall cease forthwith upon the
Effective Time (as defined below). The merger of the Transitory Subsidiary into
the Surviving Company shall herein be referred to as the "Merger." The Merger
shall have the effects set forth in Section 259 of the General Corporation Law
of Delaware.

         2. Effective Time. The Merger shall be effective upon the filing of
this Agreement and Plan of Merger or a Certificate of Merger with the Secretary
of State of the State of Delaware, which filing shall be made as soon as
practicable after execution of this Agreement and Plan of Merger. The time of
such effectiveness shall herein be referred to as the "Effective Time."

         3. EPC Holdings Common Stock. At the Effective Time, by virtue of the
Merger and without any action on the part of the holder thereof, each share of
EPC Holdings Common Stock issued and outstanding immediately prior to the Merger
shall be canceled and shall cease to exist without payment of any consideration
therefor.

         4. Common Stock, Options and Warrants of the Surviving Company. At the
Effective Time, by virtue of the Merger and without any action on the part of
the holder thereof, (i) each share of EPC Common Stock issued and outstanding
immediately prior thereto shall be changed and converted into and represent the
right to receive one fully paid and non-assessable share of EPC Holdings Common
Stock, (ii) each share of EPC Common Stock held in treasury shall be cancelled,
and (iii) each unexercised option, warrant or other right to purchase a share of
EPC Common Stock, whether or not exercisable, shall be assumed by EPC Holdings
and shall be deemed to constitute an option, warrant or other right, as the case
may be, to acquire, on the same terms and conditions as were applicable under
such option, warrant or other right immediately prior to the Effective Time, one
share of EPC Holdings Common Stock. The exercise price per share of each such
option, warrant or other right, term, exercisability, vesting schedule, if
applicable, and all of the other terms of such option or warrant shall remain
unchanged. EPC Holdings shall take all corporate action necessary to reserve for
issuance a sufficient number of shares EPC Holdings Common Stock for delivery
upon exercise of the options, warrants or other rights assumed pursuant to this
Section 4. EPC Holdings shall assume the Surviving Company's 1993 Director
Option Plan, 2001 Stock Incentive Plan and 2002 Director Option Plan, as if the
same had been adopted by EPC Holdings, and the options of the Surviving Company
assumed by EPC Holdings pursuant to this Section 4 shall remain subject to such
Plans in all respects.

         5. Common Stock of the Transitory Subsidiary. At the Effective Time, by
virtue of the Merger and without any action on the part of the holders thereof,
each share of Common Stock of the Transitory Subsidiary issued and outstanding
immediately prior thereto shall cease to exist and shall be changed and
converted into one fully paid and non-assessable share of the Common Stock, par
value $.01 per share, of the Surviving Company.

                                      -2-

<PAGE>


         6. Stock Certificates. At and after the Effective Time, all of the
outstanding certificates which prior to that time represented shares of the
Common Stock of the Surviving Company shall be deemed for all purposes to
evidence ownership of and to represent the shares of EPC Holdings into which the
shares of the Surviving Company represented by such certificates have been
converted as herein provided. At and after the Effective Time, all of the
outstanding certificates which prior to that time represented shares of the
Common Stock of the Transitory Subsidiary shall be deemed for all purposes to
evidence ownership of and to represent the shares of the Surviving Company into
which the shares of the Transitory Subsidiary represented by such certificates
have been converted as herein provided. The registered owners on the books and
records of EPC Holdings and Surviving Company or their respective transfer
agents of any such outstanding stock certificates shall have and be entitled to
exercise any voting and other rights with respect to and to receive any dividend
and other distributions upon the shares of EPC Holdings or the Surviving Company
evidenced by such outstanding certificates as above provided. No new
certificates will be issued in respect of shares of EPC Common Stock.

         7. Certificate of Incorporation and By-Laws.

                  (a) Article FIRST of the Certificate of Incorporation of EPC
Holdings in effect on the Effective Time shall be amended in accordance with
Section 251(g) of the General Corporation Law of Delaware to read in its
entirety as follows:

                  "FIRST:  The name of the Corporation is "Environmental Power
Corporation."

                  (b) The By-Laws of EPC Holdings in effect on the Effective
Time shall continue to be the By-Laws of EPC Holdings until amended in
accordance with the provisions thereof and applicable law, except that the name
of EPC Holdings as set forth therein shall be "Environmental Power Corporation."

                  (c) The Certificate of Incorporation of the Surviving Company
in effect on the Effective Time shall be amended in accordance with Section
251(g) of the General Corporation Law of Delaware as follows:

                           (i) Article FIRST of the Certificate of Incorporation
of the Surviving Company
shall be amended to read in its entirety as follows:

                  "FIRST:  The name of the Corporation is "EPC Corporation."

                           (ii) Article FOURTH of the Certificate of
Incorporation of the Surviving Company
shall be amended to read in its entirety as follows:

                  "FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 1,000 shares of Common Stock, $.01
par value per share."

                                      -3-

<PAGE>

                           (iii) The Certificate of Incorporation of the
Surviving Company shall be amended, pursuant to the requirements of Section
251(g) of the General Corporation Law of Delaware, to add a new Article ELEVENTH
thereto, to read in its entirety as follows:

                  "ELEVENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation,
in the manner now or hereafter prescribed by statute and this Certificate of
Incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation; provided, however, that any act or transaction by
or involving the Corporation that requires for its adoption under the General
Corporation Law of Delaware or its Certificate of Incorporation the approval of
the stockholders of the Corporation (other than the election or removal of
directors of the Corporation), shall, pursuant to Section 251(g) of the General
Corporation Law of Delaware, require, in addition, the approval of the
stockholders of Environmental Power Corporation, a Delaware corporation which is
a "holding company" with respect to the Corporation (as such term is defined in
Section 251(g) of the General Corporation Law of Delaware), or any successor by
merger, by the same vote as is required by the General Corporation Law of
Delaware or this Certificate of Incorporation.

                  (d) The By-Laws of the Surviving Company in effect on the
Effective Time shall continue to be the By-Laws of the Surviving Company until
amended in accordance with the provisions thereof and applicable law, except
that the name of the Surviving Company as set forth therein shall be "EPC
Corporation."

                  (e) The Certificate of Incorporation and the By-Laws of EPC
Holdings in effect on the Effective Time shall continue to be the Certificate of
Incorporation and By-Laws of EPC Holdings until amended in accordance with the
provisions thereof and applicable law.

         8. Directors and Officers. The members of the Board of Directors of the
Surviving Company immediately prior to the Effective Time shall become the
members of the Board of Directors of EPC Holdings at the Effective Time. The
officers of the Surviving Company immediately prior to the Effective Time shall
become the officers of EPC Holdings at the Effective Time and shall hold the
same offices in EPC Holdings as they did in the Surviving Company until the
expiration of their respective terms of office and until their successors have
been elected and qualified. The members of the Board of Directors of the
Transitory Subsidiary immediately prior to the Effective Time shall become the
members of the Board of Directors of the Surviving Company at the Effective
Time. The officers of the Transitory Subsidiary immediately prior to the
Effective Time shall become the officers of the Surviving Company at the
Effective Time and shall hold the same offices in the Surviving Company as they
did in the Transitory Subsidiary until the expiration of their respective terms
of office and until their successors have been elected and qualified.

         9. Employee Benefit Plans. Effective upon the Effective Time, the
Surviving Company hereby assigns, transfers and conveys to EPC Holdings, and EPC
Holdings hereby accepts and assumes, all of the Surviving Company's rights and
obligations under (i) the 401(k) Savings Plan, adopted effective March 1, 2003,
of the Surviving Company (the "401(k) Plan"), together with all agreements
related thereto, (ii) the Retirement Plan, adopted effective January 1, 1998, of
the Surviving Company (the "Retirement Plan") and (iii) all other employee
benefit plans of the Surviving Company (the "Other Plans"), together with all
agreements related thereto, as if the 401(k) Plan, the Retirement Plan and the
Other Plans had been adopted by EPC Holdings.

                                      -4-

<PAGE>

         10. Abandonment. At any time prior to the Effective Time, this
Agreement and Plan of Merger may be terminated and the Merger may be abandoned
by the Board of Directors of the Surviving Company, EPC Holdings and the
Transitory Subsidiary or any of them.

         11. Amendment. This Agreement and Plan of Merger may be amended by the
Boards of Directors of the Surviving Company, EPC Holdings and the Transitory
Subsidiary at any time prior to the Effective Time.

         12. Governing Law. This Agreement and Plan of Merger and the legal
relations among the parties shall be governed by and construed in accordance
with the laws of the State of Delaware.

         13. Counterparts. In order to facilitate the filing and recording of
this Agreement and Plan of Merger, the same may be executed in any number of
counterparts, each of which shall be deemed to be an original.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                      -5-

<PAGE>


         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement and Plan of Merger to be executed and attested on its behalf by its
officers thereunto duly authorized, as of the date first above written.

                                     ENVIRONMENTAL POWER CORPORATION


                                     By: /s/ Donald A. Livingston
                                         ------------------------
                                          Donald A. Livingston, President
ATTEST:


 /s/ Joseph E. Cresci
 --------------------
Joseph E. Cresci, Secretary

                                     EPC HOLDINGS 1, INC.


                                     By: /s/ Joseph E. Cresci
                                         --------------------
                                          Joseph E. Cresci, President
ATTEST:


 /s/ Donald A. Livingston
 ------------------------
Donald A. Livingston, Secretary

                                     EPC MERGER SUB, INC.


                                     By: /s/ Joseph E. Cresci
                                         --------------------
                                             Joseph E. Cresci, President
ATTEST:


 /s/ Donald A. Livingston
 ------------------------
Donald A. Livingston, Secretary

                                      -6-

<PAGE>



         I, Joseph E. Cresci, Secretary of Environmental Power Corporation, a
corporation organized and existing under the laws of the State of Delaware,
hereby certify that the Agreement and Plan of Merger to which this certificate
is attached, was adopted by the Board of Directors of Environmental Power
Corporation pursuant to Section 251(g) of the General Corporation Law of
Delaware; and that the conditions specified in the first sentence of Section
251(g) of the General Corporation Law of Delaware have been satisfied.

         WITNESS my hand on this 2nd day of June, 2003.


                                                /s/ Joseph E. Cresci
                                                --------------------
                                                Joseph E. Cresci, Secretary

         I, Donald A. Livingston, Secretary of EPC Holdings 1, Inc., a
corporation organized and existing under the laws of the State of Delaware,
hereby certify that the Agreement and Plan of Merger to which this certificate
is attached, was adopted by the Board of Directors of EPC Holdings, Inc.
pursuant to Section 251(g) of the General Corporation Law of Delaware; and that
the conditions specified in the first sentence of Section 251(g) of the General
Corporation Law of Delaware have been satisfied.

         WITNESS my hand on this 2nd day of June, 2003.


                                                /s/ Donald A. Livingston
                                                ------------------------
                                                Donald A. Livingston, Secretary


         I, Donald A. Livingston, Secretary of EPC Merger Sub, Inc., a
corporation organized and existing under the laws of the State of Delaware,
hereby certify that the Agreement and Plan of Merger to which this certificate
is attached, was adopted by the Board of Directors of EPC Merger Sub, Inc.
pursuant to Section 251(g) of the General Corporation Law of Delaware; and that
the conditions specified in the first sentence of Section 251(g) of the General
Corporation Law of Delaware have been satisfied.

         WITNESS my hand on this 2nd day of June, 2003.


                                                /s/ Donald A. Livingston
                                                ------------------------
                                                Donald A. Livingston, Secretary

                                      -7-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>4
<FILENAME>a4407470ex31.txt
<DESCRIPTION>EXHIBIT 3.1
<TEXT>
                                                                     EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                         ENVIRONMENTAL POWER CORPORATION

        (originally incorporated as EPC Holdings 1, Inc. on May 30, 2003)

         Environmental Power Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

         1. The Corporation filed its original Certificate of Incorporation with
the Secretary of State of the State of Delaware on May 30, 2003.

         2. That the Board of Directors of the Corporation adopted a resolution,
in accordance with Sections 242 and 251 (g) of the General Corporation Law of
the State of Delaware, adopting an Agreement and Plan of Merger by and among the
Corporation, Environmental Power Corporation (now known as EPC Corporation) and
EPC Merger Sub, Inc., pursuant to which certain amendments to the Corporation's
Certificate of Incorporation were effected.

         3. That this Restated Certificate of Incorporation restates and
integrates, and does not further amend the Corporation's Certificate of
Incorporation as amended to date, and that it has been duly adopted by the Board
of Directors of the Corporation pursuant to Section 245(c) of the General
Corporation Law.

                                      * * *

         FIRST. The name of the corporation is "Environmental Power
Corporation."

         SECOND. The address of its registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle, Delaware 19801. The name of its registered agent at such
address is The Corporation Trust Company.

         THIRD. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

         FOURTH. The total number of shares of all classes of capital stock
which the corporation shall have authority to issue is 52,000,000 shares,
comprised of 50,000,000 shares of Common Stock with a par value of One Cent
($.01) per share (the "Common Stock") and 2,000,000 shares of preferred stock
with a par value of One Cent ($.01) per share (the "Preferred Stock").

<PAGE>

         A description of the respective classes of stock and a statement of the
designations, preferences, voting powers (or no voting powers), relative,
participating, optional or other special rights and privileges and the
qualifications, limitations and restrictions of the Preferred Stock and Common
Stock are as follows:

         A. PREFERRED STOCK

         The Preferred Stock may be issued in one or more series at such time or
times and for such consideration or considerations as the board of directors may
determine. Each series shall be so designated as to distinguish the shares
thereof from the shares of all other series and classes.

         The board of directors is expressly authorized, subject to the
limitations prescribed by law and the provisions of this Certificate of
incorporation, to provide for the issuance of all or any shares of the Preferred
Stock in one or more series, each with such designations, preferences, voting
powers (or no voting powers), relative, participating, optional or other special
rights and privileges and such qualifications, limitations or restrictions
thereof as shall be stated in the resolution or resolutions adopted by the board
of directors to create such series, and a certificate of said resolution or
resolutions shall be filed in accordance with the General Corporation Law of the
State of Delaware. The authority of the board of directors with respect to each
such series shall include without limitation of the foregoing the right to
provide that the shares of each such series may be: (i) subject to redemption,
at the option of either the holder or the corporation or upon the happening of a
specified event, at such time or times and at such price or prices; (ii)
entitled to receive dividends (which may be cumulative or non-cumulative) at
such rates, on such conditions, and at such times, and payable in preference to,
or in such relation to, the dividends payable on any other class or classes or
any other series; (iii) entitled to such rights upon the dissolution of, or upon
any distribution of the assets of, the corporation; (iv) convertible into, or
exchangeable for, at the option of either the holder or the corporation or upon
the happening of a specified event, shares of any other class or classes of
stock, or of any other series of the same or any other class or classes of stock
of the corporation at such price or prices or at such rates of exchange and with
such adjustments, if any; (v) entitled to the benefit of such limitations, if
any, on the issuance of additional shares of such series or shares of any other
series of Preferred Stock; or (vi) entitled to such other preferences, powers,
qualifications, rights and privileges, all as the board of directors may deem
advisable and as are not inconsistent with law and the provisions of this
Certificate of Incorporation.

         B. COMMON STOCK

         1. Relative Rights of Preferred Stock and Common Stock. All
preferences, voting powers, relative, participating, optional or other special
rights and privileges, and qualifications, limitations, or restrictions of the
Common Stock are expressly made subject and subordinate to those that may be
fixed with respect to any shares of the Preferred Stock.

         2. Voting Rights. Except as otherwise required by law or this
Certificate of Incorporation, each holder of Common Stock shall have one vote in
respect of each share of stock held by him of record on the books of the
corporation for the election of directors and on all matters submitted to a vote
of stockholders of the corporation.

                                      -2-

<PAGE>

         3. Dividends. Subject to the preferential rights of the Preferred
Stock, the holders of shares of Common Stock shall be entitled to receive, when
and if declared by the board of directors, out of the assets of the corporation
which are by law available therefor, dividends payable either in cash, in
property or in shares of capital stock.

         4. Dissolution, Liquidation or Winding Up. In the event of any
dissolution, liquidation or winding up of the affairs of the corporation, after
distribution in full of the preferential amounts, if any, to be distributed to
the holders of shares of the Preferred Stock, holders of Common Stock shall be
entitled, unless otherwise provided by law or this Certificate of Incorporation,
to receive all of the remaining assets of the corporation of whatever kind
available for distribution to stockholders ratably in proportion to the number
of shares of Common Stock held by them respectively.

         FIFTH. [Reserved]

         SIXTH. The corporation is to have perpetual existence.

         SEVENTH. In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware:

                  A. The board of directors of the corporation is expressly
authorized to adopt, amend or repeal the by-laws of the corporation.

                  B. Elections of directors need not be by written ballot unless
the by-laws of the corporation shall so provide.

                  C. The books of the corporation may be kept at such place
within or without the State of Delaware as the by-laws of the corporation may
provide or as may be designated from time to time by the board of directors of
the corporation.

         EIGHTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.

                                      -3-

<PAGE>

         NINTH. The corporation eliminates the personal liability of each member
of its board of directors to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that the foregoing
shall not eliminate the liability of a director (i) for any breach of such
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under section 174 of Title 8 of the Delaware
Code or (iv) for any transaction from which such director derived an improper
personal benefit.

         TENTH. The corporation reserves the right to amend or repeal any
provision contained in this Certificate of incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon a stockholder
herein are granted subject to this reservation.


              [the remainder of this page intentionally left blank]

                                      -4-

<PAGE>

         I, Joseph E. Cresci, being the Chairman and Chief Executive Officer of
Environmental Power Corporation, do make this certificate, hereby declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 2nd day of June, 2003.


                                           /s/ Joseph E. Cresci
                                           --------------------
                                           Joseph E. Cresci
                                           Chairman and Chief Executive Officer

                                      -5-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>5
<FILENAME>a4407470ex32.txt
<DESCRIPTION>EXHIBIT 3.2
<TEXT>
                                                                     EXHIBIT 3.2


                                RESTATED BY-LAWS


                                       OF

                         ENVIRONMENTAL POWER CORPORATION
                        (formerly "EPC Holdings 1, Inc.")
                             a Delaware corporation




                                  June 2, 2003



<PAGE>



                         ENVIRONMENTAL POWER CORPORATION
                        (formerly "EPC Holdings 1, Inc.")

                                    * * * * *

                                RESTATED BY-LAWS

                                    * * * * *

                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. All meetings of the stockholders shall be held at
such place within or without the State of Delaware as may be fixed from time to
time by the board of directors or the chief executive officer, or if not so
designated, at the registered office of the corporation.

Section 2. Annual Meeting. Annual meetings of stockholders shall be held on the
20th day of May in each year if not a legal holiday, and if a legal holiday,
then on the next secular day following, at 10:00 a.m., or at such other date and
time as shall be designated from time to time by the board of directors or the
chief executive officer, at which meeting the stockholders shall elect by a
plurality vote a board of directors and shall transact such other business as
may properly be brought before the meeting. If no annual meeting is held in
accordance with the foregoing provisions, the board of directors shall cause the
meeting to be held as soon thereafter as convenient, which meeting shall be
designated a special meeting in lieu of annual meeting.

Section 3. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, may, unless otherwise prescribed by statute or by the
certificate of incorporation, be called by the board of directors or the chief
executive officer and shall be called by the chief executive officer or
secretary at the request in writing of a majority of the board of directors, or
at the request in writing of stockholders owning a majority in amount of the
entire capital stock of the corporation issue and outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at any special meeting shall be limited to matters relating
to the purpose or purposes stated in the notice of meeting.

Section 4. Notice of Meetings. Except as otherwise provided by law, written
notice of each meeting of stockholders, annual or special, stating the place,
date and hour of the meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be given not less than ten or
more than sixty days before the date of the meeting, to each stockholder
entitled to vote at such meeting.

Section 5. Voting List. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of

                                      -1-

<PAGE>

each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city or town where the meeting is to be held, which place shall be specified in
the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

Section 6. Quorum. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business, except as otherwise provided by statute, the certificate of
incorporation or these by-laws.

Section 7. Adjournments. Any meeting of stockholders may be adjourned from time
to time to any other time and to any other place at which a meeting of
stockholders may be held under these by-laws, which time and place shall be
announced at the meeting, by a majority of the stockholders present in person or
represented by proxy at the meeting and entitled to vote, though less than a
quorum, or, if no stockholder is present or represented by proxy, by any officer
entitled to preside at or to act as secretary of such meeting, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the original meeting. If the adjournment is for more than thirty days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

Section 8. Action at Meetings. When a quorum is present at any meeting, the vote
of the holders of a majority of the stock present in person or represented by
proxy and entitled to vote on the question shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of law, the certificate of incorporation or these by-laws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

Section 9. Voting and Proxies. Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote for each share of capital stock having voting power held of
record by such stockholder. Each stockholder entitled to vote at a meeting of
stockholders, or to express consent or dissent to corporate action in writing
without a meeting, may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.

Section 10. Action Without Meeting. Any action required to be taken at any
annual or special meeting of stockholders, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                                      -2-

<PAGE>

                                   ARTICLE II

                                    DIRECTORS

Section 1. Number, Election, Tenure and Qualification. The number of directors
which shall constitute the whole board shall be not less than one. Within such
limit, the number of directors shall be determined by resolution of the board of
directors or by the stockholders at the annual meeting or at any special meeting
of stockholders. The directors shall be elected at the annual meeting or at any
special meeting of the stockholders, except as provided in Section 3 of this
Article, and each director elected shall hold office until his successor is
elected and qualified, unless sooner displaced. Directors need not be
stockholders.

Section 2. Enlargement. The number of the board of directors may be increase at
any time by vote of a majority of the directors then in office.

Section 3. Vacancies. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner displaced. If there are no directors in office, then an election
of directors may be held in the manner provided by statute. In the event of a
vacancy in the board of directors, the remaining directors, except as otherwise
provided by law or these by-laws, may exercise the powers of the full board
until the vacancy is filled.

Section 4. Resignation and Removal. Any director may resign at any time upon
written notice to the corporation at its principal place of business or to the
chief executive officer or secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event. Any director or the entire board of directors may
be removed, with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of directors, unless otherwise specified by
law or the certificate of incorporation.

Section 5. General Powers. The business and affairs of the corporation shall be
managed by its board of directors, which may exercise all powers of the
corporation and do all such lawful acts and things as are not by statute or by
the certificate of incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.

Section 6. Chairman of the Board. If the board of directors appoints a chairman
of the board, he shall, when present, preside at all meetings of the
stockholders and the board of directors. He shall perform such duties and
possess such powers as are customarily vested in the office of the chairman of
the board or as may be vested in him by the board of directors.

                                      -3-

<PAGE>

Section 7. Place of Meetings. The board of directors may hold meetings, both
regular and special, either within or without the State of Delaware.

Section 8. Regular Meetings. Regular meetings of the board of directors may be
held without notice at such time and at such place as shall from time to time be
determined by the board; provided that any director who is absent when such a
determination is made shall be given prompt notice of such determination. A
regular meeting of the board of directors may be held without notice immediately
after and at the same place as the annual meeting of stockholders.

Section 9. Special Meetings. Special meetings of the board may be called by an
executive officer, secretary, or on the written request of two or more
directors, or by one director in the event that there is only one director in
office. Two days' notice to each director, either personally or by telegram,
cable, telecopy, commercial delivery service, telex or similar means sent to his
business or home address, or three days' notice by written notice deposited in
the mail, shall be given to each director by the secretary or by the officer or
one of the directors calling the meeting. A notice or waiver of notice of a
meeting of the board of directors need not specify the purposes of the meeting.

Section 10. Quorum, Action at Meeting, Adjournments. At all meetings of the
board a majority of directors then in office, but in no event less than one
third of the entire board, shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by law or by the certificate of
incorporation. For purposes of this section, the term "entire board" shall mean
the number of directors last fixed by the stockholders or directors, as the case
may be, in accordance with law and these by-laws; provided, however, that if
less than all the number so fixed of directors were elected, the term "entire
board" shall mean the greatest number of directors so elected to hold office at
any one time pursuant to such authorization. If a quorum shall not be present at
any meeting of the board of directors, a majority of the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

Section 11. Action by Consent. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.

Section 12. Telephonic Meetings. Unless otherwise restricted by the certificate
of incorporation or these by-laws, members of the board of directors or of any
committee thereof may participate in a meeting of the board of directors or of
any committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

Section 13. Committees. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may

                                      -4-

<PAGE>

designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in the resolution of the board of
directors, shall have and may exercise all the powers and authority of the board
of directors in the management of the business and affairs of the corporation,
and may authorize the seal of the corporation to be affixed to all papers which
may require it; but no such committee shall have the power or authority in
reference to amending the certificate of incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the bylaws of the corporation; and,
unless the resolution designating such committee or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors. Each committee
shall keep regular minutes of its meetings and make such reports to the board of
directors as the board of directors may request. Except as the board of
directors may otherwise determine, any committee may make rules for the conduct
of its business, but unless otherwise provided by the directors or in such
rules, its business shall be conducted as nearly as possible in the same manner
as is provided in these bylaws for the conduct of its business by the board of
directors.

Section 14. Compensation. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix from time to time the compensation of directors. The directors may be
paid their expenses, if any, of attendance at each meeting of the board of
directors and the performance of their responsibilities as directors and may be
paid a fixed sum for attendance at each meeting of the board of directors and/or
a stated salary as director. No such payment shall preclude any director from
serving the corporation or its parent or subsidiary corporations in any other
capacity and receiving compensation therefor. The board of directors may also
allow compensation for members of special or standing committees for service on
such committees.

                                   ARTICLE III

                                    OFFICERS

Section 1. Enumeration. The officers of the corporation shall be chosen by the
board of directors and shall be a president, a secretary and a treasurer and
such other officers with such titles, terms of office and duties as the board of
directors may from time to time determine, including a chairman of the board,
one or more vice-presidents, and one or more assistant secretaries and assistant
treasurers. If authorized by resolution of the board of directors, the chief
executive officer may be empowered to appoint from time to time assistant
secretaries and assistant treasurers. Any number of offices may be held by the
same person, unless the certificate of incorporation or these by-laws otherwise
provide.

                                      -5-

<PAGE>

Section 2. Election. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, a secretary and a
treasurer. Other officers may be appointed by the board of directors at such
meeting, at any other meeting, or by written consent.

Section 3. Tenure. The officers of the corporation shall hold office until their
successors are chosen and qualify, unless a different term is specified in the
vote choosing or appointing him, or until his earlier death, resignation or
removal. Any officer elected or appointed by the board of directors or by the
chief executive officer may be removed at any time by the affirmative vote of a
majority of the board of directors or a committee duly authorized to do so,
except that any officer appointed by the chief executive officer may also be
removed at any time by the chief executive officer. Any vacancy occurring in any
office of the corporation may be filled by the board of directors, at its
discretion. Any officer may resign by delivering his written resignation to the
corporation at its principal place of business or to the chief executive officer
or the secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.

Section 4. President. The president shall be the chief operating officer of the
corporation. He shall also be the chief executive officer unless the board of
directors otherwise provides. The president shall, unless the board of directors
provides otherwise in a specific instance or generally, preside at all meetings
of the stockholders and the board of directors, have general and active
management of the business of the corporation and see that all orders and
resolutions of the board of directors are carried into effect. The president
shall execute bonds, mortgages, and other contracts requiring a seal, under the
seal of the corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the board of directors to some other officer or
agent of the corporation.

Section 5. Vice-Presidents. In the absence of the president or in the event of
his inability or refusal to act, the vice-president, or if there be more than
one vice-president, the vice-presidents in the order designated by the board of
directors or the chief executive officer (or in the absence of any designation,
then in the order determined by their tenure in office) shall perform the duties
of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The vice-presidents shall
perform such other duties and have such other powers as the board of directors
or the chief executive officer may from time to time prescribe.

Section 6. Secretary. The secretary shall have such powers and perform such
duties as are incident to the office of secretary. He shall maintain a stock
ledger and prepare lists of stockholders and their addresses as required and
shall be the custodian of corporate records. The secretary shall attend all
meetings of the board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and of the board
of directors in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be from time to time
prescribed by the board of directors or chief executive officer, under whose
supervision he shall be. He shall have custody of the corporate seal of the
corporation and he, or an assistant secretary, shall have authority to affix the
same to any instrument requiring it and when so affixed it may be attested by
his signature or by the signature of such assistant secretary. The board of
directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by his signature.

                                      -6-

<PAGE>

Section 7. Assistant Secretaries. The assistant secretary, or if there be more
than one, the assistant secretaries in the order determined by the board of
directors, the chief executive officer or the secretary (or if there be no such
determination, then in the order determined by their tenure in office), shall,
in the absence of the secretary or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors,
the chief executive officer or the secretary may from time to time prescribe. In
the absence of the secretary or any assistant secretary at any meeting of
stockholders or directors, the person presiding at the meeting shall designate a
temporary or acting secretary to keep a record of the meeting.

Section 8. Treasurer. The treasurer shall perform such duties and shall have
such powers as may be assigned to him by the board of directors or the chief
executive officer. In addition, the treasurer shall perform such duties and have
such powers as are incident to the office of treasurer. The treasurer shall have
the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the board of directors. He shall disburse the funds of the corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the chief executive officer and the board of
directors, when the chief executive officer or board of directors so requires,
an account of all his transactions as treasurer and of the financial condition
of the corporation.

Section 9. Assistant Treasurers. The assistant treasurer, or if there shall be
more than one, the assistant treasurers in the order determined by the board of
directors, the chief executive officer or the treasurer (or if there be no such
determination, then in the order determined by their tenure in office), shall,
in the absence of the treasurer or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the treasurer and shall
perform such other duties and have such other powers as the board of directors,
the chief executive officer or the treasurer may from time to time prescribe.

Section 10. Bond. If required by the board of directors, any officer shall give
the corporation a bond in such sum and with such surety or sureties and upon
such terms and conditions as shall be satisfactory to the board of directors,
including without limitation a bond for the faithful performance of the duties
of his office and for the restoration to the corporation of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control and belonging to the corporation.

                                      -7-

<PAGE>

                                   ARTICLE IV

                                     NOTICES

Section 1. Delivery. Whenever, under the provisions of law, or of the
certificate of incorporation or these by-laws, written notice is required to be
given to any director or stockholder, such notice may be given by mail,
addressed to such director or stockholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Unless written notice by mail is required by law, written notice
may also be given by telegram, cable, telecopy, commercial delivery service,
telex or similar means, addressed to such director or stockholder at his address
as it appears on the records of the corporation, in which case such notice shall
be deemed to be given when delivered into the control of the persons charged
with effecting such transmission, the transmission charge to be paid by the
corporation or the person sending such notice and not by the addressee. Oral
notice or other in-hand delivery (in person or by telephone) shall be deemed
given at the time it is actually given.

Section 2. Waiver of Notice. Whenever any notice is required to be given under
the provisions of law or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                 INDEMNIFICATION

Section 1. Actions other than by or in the Right of the Corporation. The
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

Section 2. Actions by or in the Right of the Corporation. The corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is

                                      -8-

<PAGE>

or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable unless and only to the
extent that the Court of Chancery of the State of Delaware or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery of the State of Delaware or such other court shall
deem proper.

Section 3. Success on the Merits. To the extent that any person described in
Section 1 or 2 of this Article V has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in said Sections, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

Section 4. Specific Authorization. Any indemnification under Section 1 or 2 of
this Article V (unless ordered by a court) shall be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
any person described in said Sections is proper in the circumstances because he
has met the applicable standard of conduct set forth in said Sections. Such
determination shall be made (1) by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders of the corporation.

Section 5. Payment. Expenses incurred in defending a civil or action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of any person described in said Section to repay such amount if it shall
ultimately be determined that he is not entitled to indemnification by the
corporation as authorized in this Article V.

Section 6. Exclusivity. The indemnification and advancement of expenses provided
y, or granted pursuant to, the other Sections of this Article V shall not be
deemed exclusive of any other rights to which those provided indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

Section 7. Insurance. The board of directors may authorize, by a vote of the
majority of the full board, the corporation to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article V.

                                      -9-

<PAGE>

Section 8. Continuation of Indemnification and Advancement of Expenses. The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article V shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

Section 9. Severability. If any word, clause or provision of this Article V or
any award made hereunder shall for any reason be determined to be invalid, the
provisions hereof shall not otherwise be affected thereby but shall remain in
full force and effect.

Section 10. Intent of Article. The intent of this Article V is to provide for
indemnification and advancement of expenses to the fullest extent permitted by
Section 145 of the General Corporation Law of Delaware. To the extent that such
Section or any successor section may be amended or supplemented from time to
time, this Article V shall be amended automatically and construed so as to
permit indemnification and advancement of expenses to the fullest extent from
time to time permitted by law.

                                   ARTICLE VI

                                  CAPITAL STOCK

Section 1. Certificates of Stock. Every holder of stock in the corporation shall
be entitled to have a certificate, signed by, or in the name of the corporation
by, the chairman or vice-chairman of the board of directors, or the president or
a vice-president and the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of the corporation, certifying the number of shares
owned by him in the corporation. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
Certificates may be issued for partly paid shares and in such case upon the face
or back of the certificates issued to represent any such partly paid shares, the
total amount of the consideration to be paid therefor, and the amount paid
thereon shall be specified.

Section 2. Lost Certificates. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to give
reasonable evidence of such loss, theft or destruction, to advertise the same in
such manner as it shall require and/or to give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed or the issuance of such new certificate.

                                      -10-

<PAGE>

Section 3. Transfer of Stock. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares, duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and proper evidence of compliance with other conditions to rightful
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

Section 4. Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty days nor less then ten days before the date
of such meeting, nor more than sixty days prior to any other action to which
such record date relates. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting. If no record date is fixed, the record
date for determining stockholders entitled to notice 6f or to vote at a meeting
of stockholders shall be at the close of business on the day before the day on
which notice is given, or, if notice is waived, at the close of business on the
day before the day on which the meeting is held. The record date for determining
stockholders entitled to express consent to corporate action in writing without
a meeting, when no prior action by the board of directors is necessary, shall be
the day on which the first written consent is expressed. The record date for
determining stockholders for any other purpose shall be at the close of business
on the day on which the board of directors adopts the resolution relating to
such purpose.

Section 5. Registered Stockholders. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

                                   ARTICLE VII

                              CERTAIN TRANSACTIONS

Section 1. Transactions with Interested Parties. No contract or transaction
between the corporation and one or more of its directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board or committee thereof which authorizes
the contract or transaction or solely because his or their votes are counted for
such purpose, if:

                                      -11-

<PAGE>

                  (a) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the board of
directors or the committee, and the board or committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or

                  (b) The material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or

                  (c) The contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified, by the board of
directors, a committee thereof, or the stockholders.

Section 2. Quorum. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, if
any, may be declared by the board of directors at any regular or special meeting
or by written consent, pursuant to law. Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to the provisions of the
certificate of incorporation.

Section 2. Reserves. The directors may set apart out of any funds of the
corporation available for dividends a reserve or reserves for any proper purpose
and may abolish any such reserve.

Section 3. Checks. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

Section 4. Fiscal Year. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

Section 5. Seal. The board of directors may, by resolution, adopt a corporate
seal. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the word "Delaware". The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise. The seal may be altered from time to time by the board
of directors.

                                      -12-

<PAGE>

                                   ARTICLE IX

                                   AMENDMENTS

These by-laws may be altered, amended or repealed or new by-laws may be adopted
by the stockholders or by the board of directors, when such power is conferred
upon the board of directors by the certificate of incorporation, at any regular
meeting of the stockholders or of the board of directors or at any special
meeting of the stockholders or of the board of directors provided, however, that
in the case of a regular or special meeting of stockholders, notice of such
alteration, amendment, repeal or adoption of new by-laws be contained in the
notice of such meeting.

                      Register of Amendments to the By-laws

     Date                      Section Affected                      Change
     ----                      ----------------                      ------










                                      -13-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>a4407470ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

Environmental Power Corporation Completes Holding Company Reorganization

    PORTSMOUTH, N.H.--(BUSINESS WIRE)--June 2, 2003--Environmental
Power Corporation (OTCBB: POWR) (the "Company") announced today that
it has undergone a reorganization under Section 251(g) of the General
Corporation Law of the State of Delaware, effective today. As a result
of the reorganization, the Company has been renamed EPC Corporation,
and a newly created Delaware corporation owns 100 % of the Company.
Stockholders of the Company have automatically become stockholders of
the new corporation, which is also named Environmental Power
Corporation (the "Parent Company").
    The new holding company organizational structure will allow
Environmental Power to manage its organization more effectively and to
enjoy greater flexibility with respect to future operational and
financing activities.
    The reorganization was structured in a manner under Delaware law
that did not require action by the Company's stockholders, whose
rights, privileges and interests will remain the same with respect to
the Parent Company. Existing certificates representing shares of the
Company's common stock serve as evidence of ownership of the same
number of shares of common stock of the new Parent Company,
Environmental Power Corporation; an exchange of certificates is not
required. The change to the holding company structure was tax free to
the Company's stockholders. The by-laws, executive officers and board
of directors of the Parent Company are the same as those of the
Company immediately prior to the reorganization. The Parent Company's
common stock will trade on the OTC Bulletin Board under the same
ticker symbol, "POWR".
    Environmental Power Corporation is an entrepreneurial energy
company established in 1982 with annual revenues in excess of $50
million. The company focuses on environmentally sound power generation
and anaerobic digestion systems.
    Environmental Power is targeting its proposed anaerobic digestions
systems to animal feeding operations in the U.S. with an estimated
initial target market of approximately $6.7 billion and estimates
initial and expanded market potential to exceed $14 billion. For more
information visit the company's web site at
www.environmentalpower.com.

    CAUTIONARY STATEMENT

    The Private Securities Litigation Reform Act of 1995 (the "Act")
provides a "safe harbor" for forward-looking statements. Certain
statements contained in this press release such as statements
concerning the new holding company organizational structure allowing
greater flexibility with respect to future operational and financing
activities; estimated market potential for the proposed anaerobic
digestion systems and other statements contained herein regarding
matters that are not historical facts are forward looking statements
as such term is defined in the Act. 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
developing and executing on a business plan, technological
uncertainties, 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, 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 Environmental Power Corporation and
EPC Corporation operate and other factors, including those described
in the Company'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 Quarterly Report on Form 10-Q
for the period ended April 30, 2002. 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.

    For more information, please contact:
    jmacartney@environmentalpower.com
    www.environmentalpower.com

    CONTACT: Environmental Power Corporation
             Investor Contact:
             R. Jeffrey Macartney, 603/431-1780
             Chief Financial Officer and Treasurer
             jmacartney@environmentalpower.com
             or
             Media Contact:
             Brecca Loh,  603/431-1780 ext. 18
             Media Relations
             brecca@environmentalpower.com

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