[Letterhead of MDB Capital Group LLC]
November 10, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
| RE: | Environmental Power Corporation — Registration Statement on Form S-2 (File No. 333-128863) |
Ladies and Gentlemen:
MDB Capital Group LLC, the sole underwriter participating in the above referenced offering, hereby joins in the request of Environmental Power Corporation that the effectiveness of the above referenced Registration Statement be accelerated pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), so that the Registration Statement will become effective at 3:00 p.m. (Eastern Time) on Tuesday, November 15, 2005 or as soon thereafter as is practicable.
Pursuant to Rule 460 under the Act, we wish to advise you that the Preliminary Prospectus issued October 27, 2005 and the amended Preliminary Prospectus issued November 10, 2005 were distributed as follows:
Preliminary Prospectus issued October 27, 2005 and distributed during the period from October 27, 2005 through November 9, 2005
197 copies to 157 Institutions
73 copies to 12 Dealers
74 copies to 74 Others
Total 344 copies
Amended Preliminary Prospectus issued November 10, 2005 and distributed on November 10, 2005
193 copies to 157 Institutions
280 copies to 13 Dealers
74 copies to 74 Others
Total 547 copies
Very truly yours,
MDB Capital Group LLC
By: /s/ Kimberly L. Renner
Director of Operations
| cc: | Kevin Leung, Richardson & Patel LLP |
Kamlesh R. Tejwani, Environmental Power Corporation
Scott E. Pueschel, Pierce Atwood LLP
Christopher A. Marlett, MDB Capital Group
