SUPPLEMENT TO NOTICE AND PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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SCHEDULE 14A

(Rule 14a-101)

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ENVIRONMENTAL POWER CORPORATION

(Name of Registrant as Specified in Its Charter)

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ENVIRONMENTAL POWER CORPORATION

ONE CATE STREET, 4TH FLOOR

PORTSMOUTH, NEW HAMPSHIRE 03801

 


SUPPLEMENT TO

NOTICE OF 2007 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On September 10, 2007

The purpose of this Supplement to the Notice of the 2007 Annual Meeting of Stockholders of Environmental Power Corporation is to correct a typographical error appearing in the descriptions of proposals 1 and 2 appearing in such Notice, which descriptions are hereby amended and restated in their entirety as follows:

“2. An amendment to our Restated Certificate of Incorporation, increasing the number of shares of common stock that we are authorized to issue from 21,400,000 to 50,000,000.

3. An amendment to our 2006 Equity Incentive Plan, increasing the number of shares of common stock reserved for issuance pursuant to the grant of awards thereunder from 300,000 to 800,000, as a result of which our 2006 Director Option Plan, under which 210,000 shares currently remain available for issuance pursuant to stock options granted thereunder, would be terminated.”

By order of the Board of Directors,

LOGO

Dennis Haines

Secretary

Portsmouth, New Hampshire

August 15, 2007