SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Kessner Steven (Last) (First) (Middle) 16 PADDINGTON ROAD (Street) SCARSDALE NY 10583 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ENVIRONMENTAL POWER CORP [ ( EPG ) ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/13/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/13/2005		P		3,428	A	$5.5	23,428	I	See footnote(1)
Common Stock	12/13/2005		P		857	A	$5.5	5,857	I	See footnote(2)
Common Stock	12/13/2005		S(4)		4,285	D	$5.5	171,289	I	See footnote(3)
Common Stock	12/13/2005		P		900	A	$6.6	172,189	I	See footnote(3)
Common Stock	12/13/2005		P		10,200	A	$6.65	182,389	I	See footnote(3)
Common Stock	12/13/2005		P		3,200	A	$6.67	185,589	I	See footnote(3)
Common Stock	12/13/2005		P		200	A	$6.69	185,789	I	See footnote(3)
Common Stock	12/13/2005		P		1,800	A	$6.7	187,589	I	See footnote(3)
Common Stock	12/13/2005		P		100	A	$6.73	187,689	I	See footnote(3)
Common Stock	12/13/2005		P		1,000	A	$6.74	188,689	I	See footnote(3)
Common Stock	12/13/2005		P		3,800	A	$6.75	192,489	I	See footnote(3)
Common Stock	12/15/2005		P		500	A	$6.74	192,989	I	See footnote(3)
Common Stock	12/15/2005		P		5,300	A	$6.75	198,289	I	See footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants (right to buy)	$7.7	12/13/2005		G	V	1,715		05/19/2004	05/19/2007	Common Stock	1,715	(5)	1,715	I	See footnote(1)
Common Stock Warrants (right to buy)	$7.7	12/13/2005		G	V	428		05/19/2004	05/19/2007	Common Stock	428	(5)	428	I	See footnote(2)
Common Stock Warrants (right to buy)	$7.7	12/13/2005		G	V		2,143	05/19/2004	05/19/2007	Common Stock	2,143	(5)	21,428	I	See footnote(3)

Explanation of Responses:

1. The shares and warrants acquired and the shares and warrants reported as indirectly beneficially held were acquired, and are held, by trusts for the benefit of the reporting person's children. The reporting person is the sole trustee of each of the foregoing trusts and has sole voting and investment control over the shares and warrants held by such trusts.

2. The shares ane warrants acquired and the shares and warrants reported as indirectly beneficially held were acquired, and are held, by the reporting person as custodian for one of the reporting person's children, over which the reporting person excercises sole voting and investment control.

3. Held by RE Funding, LLC, of which the reporting person is the sole officer and director and over which he has sole voting and investment control.

4. The reported sale represented a sale by RE Funding LLC to the trusts described in the footnotes above and to the reporting person as custodian for one of his children. As a result, the reporting person remains the beneficial owner of the shares so sold.

5. Not Applicable

	/s/ Steven Kessner	12/16/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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