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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

American Superconductor Corporation
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(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
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Notes:

Reg. (S) 240.14a-101.

SEC 1913 (3-99)

AMERICAN SUPERCONDUCTOR CORPORATION
Two Technology Drive
Westborough, Massachusetts 01581

Notice of Annual Meeting of Stockholders to
be Held on Friday, July 27, 2001

The Annual Meeting of Stockholders of American Superconductor Corporation
(the "Company") will be held at the offices of the Company, Two Technology
Drive, Westborough, Massachusetts 01581 on Friday, July 27, 2001 at 9:00 a.m.,
local time, to consider and act upon the following matters:

1. To elect directors for the ensuing year.

2. To ratify the selection by the Board of Directors of
PricewaterhouseCoopers LLP as the Company's independent auditors for
the current fiscal year.

3. To transact such other business as may properly come before the meeting
or any adjournment thereof.

Stockholders of record at the close of business on June 8, 2001 will be
entitled to notice of and to vote at the meeting or any adjournment thereof.
The stock transfer books of the Company will remain open.

By Order of the Board of Directors,

/s/ Stanley D. Piekos

Stanley D. Piekos, Secretary

Westborough, Massachusetts
June 27, 2001

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ENSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY
IS MAILED IN THE UNITED STATES.

AMERICAN SUPERCONDUCTOR CORPORATION
Two Technology Drive
Westborough, Massachusetts 01581

Proxy Statement for the Annual Meeting of Stockholders
to be Held on Friday, July 27, 2001

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of American Superconductor Corporation (the
"Company") for use at the Annual Meeting of Stockholders to be held on Friday,
July 27, 2001 (the "Annual Meeting") and at any adjournment of the Annual
Meeting. All executed proxies will be voted in accordance with the
stockholders' instructions, and if no choice is specified, executed proxies
will be voted in favor of the matters set forth in the accompanying Notice of
Meeting. Any proxy may be revoked by a stockholder at any time before its
exercise by delivery of written revocation or a subsequently dated proxy to the
Secretary of the Company or by voting in person at the Annual Meeting.

On June 8, 2001, the record date for the determination of stockholders
entitled to vote at the Annual Meeting (the "Record Date"), there were
outstanding and entitled to vote an aggregate of 20,323,576 shares of Common
Stock of the Company (constituting all of the voting stock of the Company).
Holders of Common Stock are entitled to one vote per share.

The Company's Annual Report for the fiscal year ended March 31, 2001
("fiscal 2001") is being mailed to stockholders, along with these proxy
materials, on or about June 27, 2001.

The text of the Company's Annual Report on Form 10-K for the year ended
March 31, 2001, as filed with the Securities and Exchange Commission, is
included without exhibits in the Company's Annual Report. Exhibits will be
provided upon written request addressed to the Company, Attention Investor
Relations, at no charge.

Votes Required

The holders of a majority of the shares of Common Stock outstanding and
entitled to vote at the Annual Meeting shall constitute a quorum for the
transaction of business at the Annual Meeting. Shares of Common Stock
represented in person or by proxy (including shares which abstain or do not
vote with respect to one or more of the matters presented for stockholder
approval) will be counted for purposes of determining whether a quorum is
present at the Annual Meeting.

The affirmative vote of the holders of a plurality of the shares of Common
Stock voting on the matter is required for the election of directors, and the
affirmative vote of the holders of a majority of the shares of Common Stock
voting on the matter is required for the ratification of the selection by the
Board of Directors of PricewaterhouseCoopers LLP as the Company's independent
auditors for the current fiscal year.

Shares which abstain from voting as to a particular matter, and shares held
in "street name" by brokers or nominees who indicate on their proxies that they
do not have discretionary authority to vote such shares as to a particular
matter, will not be counted as votes in favor of such matter, and will also not
be counted as shares voting on such matter. Accordingly, abstentions and
"broker non-votes" will have no effect on the voting on the election of
directors, or the ratification of the selection of PricewaterhouseCoopers LLP
as the Company's independent auditors.

Beneficial Ownership of Common Stock

The following table sets forth the beneficial ownership of the Company's
Common Stock as of April 30, 2001 by (i) each person who is known by the
Company to beneficially own more than 5% of the outstanding shares of Common
Stock, (ii) each director or nominee for director, (iii) each of the executive
officers named in the Summary Compensation Table set forth under the caption
"Executive Compensation" below (the "Senior Executives"), and (iv) all
directors and executive officers as a group as of April 30, 2001:

Number of
Shares Percentage of
Beneficially Common Stock
Beneficial Owner Owned(1) Outstanding(2)
---------------- ------------ --------------

Five Percent Stockholders
EDF Capital Investissement, a subsidiary of
Electricite de France............................ 1,150,000 5.7%
Capital Group International, Inc.(3).............. 1,079,600 5.3%

Directors or Nominees
Gregory J. Yurek(4)............................... 683,662 3.3%
Albert J. Baciocco, Jr.(5)........................ 38,000 *
Frank Borman(6)................................... 13,000 *
Clayton Christensen............................... 200 *
Peter O. Crisp(7)................................. 109,603 *
Richard Drouin(8)................................. 65,000 *
Gerard J. Menjon(9)............................... 36,000 *
Andrew G.C. Sage, II(10).......................... 71,000 *
John B. Vander Sande(11).......................... 152,562 *

Other Senior Executives
Roland E. Lefebvre(12)............................ 135,000 *
Stanley D. Piekos(13)............................. 104,500 *
Alexis P. Malozemoff(14).......................... 259,350 1.3%
John B. Howe(15).................................. 43,800 *

All directors and executive officers as a group
as of April 30, 2001 (13 persons)(16)............ 1,677,657 7.8%

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* Less than 1%.

(1) The inclusion of any shares of Common Stock deemed beneficially owned
does not constitute an admission of beneficial ownership of those shares.
In accordance with the rules of the Securities and Exchange Commission,
each stockholder is deemed to beneficially own any shares subject to
stock options that are currently exercisable or exercisable within 60
days after April 30, 2001, and any reference below to shares subject to
outstanding stock options held by the person in question refers only to
such stock options.

(2) To calculate the percentage of outstanding shares of Common Stock held by
each stockholder, the number of shares deemed outstanding includes
20,280,191 shares outstanding as of April 30, 2001, plus any shares
subject to outstanding stock options currently exercisable or exercisable
within 60 days after April 30, 2001 held by the stockholder in question.

(3) Information is derived from a Schedule 13G/A filed with the Securities
and Exchange Commission by Capital Group International, Inc. on February
12, 2001.

(4) Includes 11,832 shares held by Dr. Yurek's wife and children, 525,500
shares subject to outstanding stock options and 25,000 shares subject to
certain restrictions on transfer and a repurchase right in favor of the
Company.

(5) Includes 36,000 shares subject to outstanding stock options.

(6) Includes 10,000 shares subject to outstanding stock options.

(7) Includes 3,000 shares held by Mr. Crisp's wife and 71,000 shares subject
to outstanding stock options. Mr. Crisp disclaims beneficial ownership of
the shares held by his wife.

(8) Includes 56,000 shares subject to outstanding stock options.

(9) Comprised of 36,000 shares subject to outstanding stock options. Does not
include any shares beneficially owned by EDF Capital Investissement, a
subsidiary of Electricite de France. Mr. Menjon is an executive vice
president of EDF.

(10) Comprised of 35,000 shares owned by a limited partnership of which Mr.
Sage is the general partner and 36,000 shares subject to outstanding
stock options.

(11) Includes 56,000 shares subject to outstanding stock options.

(12) Includes 115,000 shares subject to outstanding stock options and 10,000
shares subject to certain restrictions on transfer and a repurchase right
in favor of the Company.

(13) Includes 68,000 shares subject to outstanding stock options and 10,000
shares subject to certain restrictions on transfer and a repurchase right
in favor of the Company.

(14) Includes 4,500 shares held in two trusts of which Dr. Malozemoff is the
co-trustee, 156,100 shares subject to outstanding stock options and 5,000
shares subject to certain restrictions on transfer and a repurchase right
in favor of the Company.

(15) Includes 2,000 shares held by Mr. Howe's wife, 24,800 shares subject to
outstanding stock options and 2,000 shares subject to certain
restrictions on transfer and a repurchase right in favor of the Company.

(16) Includes 1,175,380 shares subject to outstanding stock options and 50,000
shares subject to certain restrictions on transfer and a repurchase right
in favor of the Company.

ELECTION OF DIRECTORS
(PROPOSAL 1)

The persons named in the enclosed proxy will vote to elect as directors the
nine nominees named below, all of whom are presently directors of the Company,
unless authority to vote for the election of any or all of the nominees is
withheld by marking the proxy to that effect. All of the nominees have
indicated their willingness to serve, if elected, but if any should be unable
or unwilling to serve, proxies may be voted for a substitute nominee designated
by the Board of Directors. Each director will be elected to hold office until
the next annual meeting of stockholders (subject to the election and
qualification of his successor and to his earlier death, resignation or
removal).

Nominees

Set forth below, for each nominee, are his name and age, his positions with
the Company, his principal occupation and business experience during the past
five years, the names of other public companies of which he serves as a
director and the year of the commencement of his term as a director of the
Company:

Gregory J. Yurek, age 54, co-founded the Company in 1987 and has been
President since March 1989, Chief Executive Officer since December 1989 and
Chairman of the Board of Directors since October 1991. Dr. Yurek also served as
Vice President and Chief Technical Officer from August 1988 until March 1989
and as Chief Operating Officer from March 1989 until December 1989. Prior to
joining the Company, Dr. Yurek was a Professor of Materials Science and
Engineering at MIT for 13 years. Dr. Yurek has been a director of the Company
since 1987.

Albert J. Baciocco, Jr., age 70, has been President of The Baciocco Group,
Inc., a technical and management consulting practice in strategic planning,
technology investment and implementation since 1987. Preceding this, he served
in the U.S. Navy for 34 years, principally within the nuclear submarine force
and directing the Department of the Navy research and technology development
enterprise, achieving the rank of Vice Admiral. Admiral Baciocco is a member of
the Naval Studies Board of the National Research Council and serves on several
boards and committees of government, industry and academe. During the past 14
years, Admiral Baciocco has served as a director of several public
corporations, and currently continues to serve as a director of several private
companies. He is a Trustee of the South Carolina Research Authority and a
Director of the University of South Carolina Research Foundation and the
Foundation for Research Development of the Medical University of South
Carolina. Admiral Baciocco has been a director of American Superconductor since
April 1997.

Frank Borman, age 73, has been President of Patlex Corporation (Patlex), a
company engaged in enforcing and exploiting laser-related patents, since 1988.
He also served as Chief Executive Officer and a director of Patlex from
September 1995 until August 1996, as Chairman and Chief Executive Officer of
Patlex from 1988 to December 1992, and as Chairman of AutoFinance Group, Inc.
(AFG) from December 1992 to September 1995, during which period Patlex was a
subsidiary of AFG. Mr. Borman served as Vice Chairman of the Board of Directors
of Texas Air Corporation from 1986 to 1991. From 1969 to 1986, he served in
various capacities for Eastern Airlines, including President, Chief Executive
Officer and Chairman of the Board of Directors. Mr. Borman served in the United
States Air Force from 1950 to 1970 and was commander of Apollo 8 in 1968. Mr.
Borman has been a director of the Company since 1992.

Clayton Christensen, age 49, is a Professor of Business Administration at
the Harvard Business School, with a joint appointment in the Technology &
Operations Management and General Management faculty

groups. Previously he served as Chairman and President of Ceramics Process
Systems Corporation (CPS), a firm he co-founded with several MIT professors in
1984. He has also worked as a consultant and project manager with the Boston
Consulting Group, and was named a White House Fellow in 1982. The recipient of
numerous academic awards, he advises many of the worlds leading corporations
concerning their management of technological innovation. Professor Christensen
served from 1986 to 1994 as a member of the Program Review board and Strategic
Planning committee of the Brigham and Women's Hospital in Boston, and was a
member and Chairman of the Board of Directors of the Massachusetts Affiliate of
the American Diabetes Association between 1984 and 1996. Professor Christensen
was also a founding board member of the Combined Health Appeal of Northeastern
Massachusetts, and continues to serve on its board of advisors. Professor
Christensen served as Vice-Chairman of the town of Belmont, Massachusetts'
personnel board, and as Chairman of its long-range financial planning task
force. Professor Christensen was elected a director of American Superconductor
in October 2000.

Peter O. Crisp, age 68, has been Vice Chairman of Rockefeller Financial
Services, Inc. since December 1997. Previously, he was a General Partner of
Venrock Associates, a venture capital firm based in New York, since 1969. Mr.
Crisp is also a director of Thermo Electron Corporation, United States Trust
Corporation, Lexent Inc., and Western Multiplex Corporation, as well as other
private companies. Mr. Crisp has been a director of the Company since 1987.

Richard Drouin, age 69, is a partner at McCarthy Tetrault, a Canadian law
firm. Mr. Drouin is Chairman of Abitibi Consolidated, the world's largest
newsprint manufacturer. Mr. Drouin was the Chairman and Chief Executive Officer
of Hydro-Quebec, a public electric utility based in Canada, from April 1988 to
September 1995. Mr. Drouin is a Director of Provigo Inc., Stelco Inc., TVA
Group Inc. and Memotec Communications Inc. He is also Chairman of the Board of
Trustees of the North American Electric Reliability Council. Mr. Drouin has
been a director of American Superconductor since February 1996.

Gerard Menjon, age 52, has been Executive Vice President, Head of the
Research and Development Division, of Electricite de France, a French public
electric utility (EDF), since December 1994 and was the Senior Vice President,
Business Development, of EDF from February 1992 to November 1994. Mr. Menjon
has been a director of the Company since April 1997.

Andrew G.C. Sage, II, age 75, has been President of Sage Capital Corporation
since 1974. Immediately prior to that time, he served as President of the
investment banking firm of Lehman Brothers. Presently, he is Chairman of
Robertson Ceco Corporation, a prefabricated metal buildings company, and a
director of Worldport Communications, an Internet service provider, and Tom's
Foods. Throughout his career, Mr. Sage has served in board and executive
positions for numerous public companies. Mr. Sage has been a director of the
Company since April 1997.

John B. Vander Sande, age 57, co-founded the Company. He has been a
professor at MIT specializing in the microstructure of materials since 1971 and
was Associate Dean and Acting Dean of Engineering at MIT from 1992 to 1999. He
is presently Director of the University of Cambridge MIT Institute. Dr. Vander
Sande has been a director of the Company since 1990.

Board and Committee Meetings

The Company has a standing Audit Committee of the Board of Directors, which
provides the opportunity for direct contact between the Company's independent
auditors and the Board. The Audit Committee met four

times during fiscal 2001. The current Audit Committee members are Dr. Vander
Sande (Chairman), Admiral Baciocco and Messrs. Menjon and Sage.

The Company has a standing Compensation Committee of the Board of Directors,
which makes compensation decisions regarding the officers of the Company,
provides recommendations to the Board regarding compensation programs of the
Company and administers and authorizes stock option grants under the 1993 Stock
Option Plan, the 1996 Stock Incentive Plan, and the 1997 Director Stock Option
Plan. The Compensation Committee met five times during fiscal 2001. The current
members of the Compensation Committee are Mr. Crisp (Chairman), Mr. Drouin and
Dr. Vander Sande.

The Board of Directors met six times during fiscal 2001. Each director
attended at least 75% of the aggregate of the number of Board meetings held
during fiscal 2001 while he was a director and the number of meetings held by
all committees on which he then served during fiscal 2001, except Mr.
Christensen, who attended one of two meetings, and Mr. Menjon, who attended
five of seven meetings.

Directors of the Company who are not employees of the Company or any
subsidiary ("Outside Directors") receive $4,000 per quarter as compensation for
their services as directors pursuant to a director compensation plan
implemented as of July 1, 1997. In fiscal 2001, each Outside Director, other
than Mr. Christensen, received $16,000 under this compensation plan. Mr.
Christensen was elected to the Board of Directors on October 27, 2000 and
received $8,000.

In addition, each member of the Compensation Committee or Audit Committee
receives (i) $1,000 for his attendance at a committee meeting which is not held
on the same date as a Board of Directors meeting, (ii) $500 for his attendance
at a committee meeting which is held on the same date as a Board of Directors
meeting, (iii) $1,000 for his telephonic participation in a committee meeting
which requires substantial preparation and the meeting requires at least 30
minutes of participation of all committee members, and (iv) $500 for his
telephonic participation in other committee meetings.

Pursuant to the 1997 Director Stock Option Plan (the "1997 Director Plan"),
Outside Directors are granted options on the following terms: (i) each Outside
Director will be granted an option to purchase 40,000 shares of Common Stock of
the Company on the first business day that all options granted to such Outside
Director pursuant to the 1997 Director Plan or another director stock option
plan of the Company are vested completely, and (ii) each Outside Director of
the Company who is initially elected to the Board of Directors after September
5, 1997 shall be granted an option to purchase 40,000 shares of Common Stock
upon his or her initial election to the Board of Directors. Each option granted
under the 1997 Director Plan has an exercise price equal to the fair market
value of the Common Stock on the date of grant. Options granted under the 1997
Director Plan become exercisable in equal annual installments over a four-year
period. Notwithstanding such vesting schedule, all outstanding options under
the 1997 Director Plan become exercisable in full in the event of an
Acquisition Event (as defined in the 1997 Director Plan). The term of each
option granted under the 1997 Director Plan is ten years, provided that, in
general, an option may be exercised only while the director continues to serve
as a director of the Company or within 60 days thereafter. In fiscal 2001, Mr.
Christensen was granted an option to purchase 40,000 shares of Common Stock
under this plan.

In fiscal 2001, the following persons earned the compensation indicated for
their services as members of the Compensation Committee: Mr. Crisp, $3,500; Mr.
Drouin, $3,500; and Dr. Vander Sande, $3,000.

In fiscal 2001, the following persons earned the compensation indicated for
their services as members of the Audit Committee: Admiral Baciocco, $2,000; Mr.
Sage, $1,500; and Dr. Vander Sande, $2,000.

Executive Compensation

Summary Compensation

The following table sets forth certain information concerning the
compensation for each of the last three fiscal years of the Company's Chief
Executive Officer and the Company's four other most highly compensated
executive officers for fiscal 2001 (the "Senior Executives").

SUMMARY COMPENSATION TABLE

Annual Long-Term Compensation
Compensation(1) Awards
------------------------ ---------------------------
Number of
Shares
Underlying All Other
Name and Principal Fiscal Restricted Stock Options Compensation
Position Year Salary Bonus Awards ($)(2) (#) (3)
------------------ ------ -------- -------- ---------------- ---------- ------------

Gregory J. Yurek........ 2001 $350,000 $122,500 -- 1,000,000 $2,560(3)
President and Chief 2000 295,000 300,000 $268,500 150,000 2,310(3)
Executive Officer 1999 295,000 75,000 -- 125,000 2,080(3)

Roland E. Lefebvre...... 2001 218,400 43,770 -- 30,000 --
Executive Vice President 2000 210,000 67,042 107,400 30,000 --
and Chief 1999 210,000 34,802 -- 65,000 --
Operating Officer

Stanley D. Piekos....... 2001 204,400 25,895 -- 30,000 --
Senior Vice President, 2000 185,000 62,704 107,400 30,000 --
Corporate Development 1999 185,000 25,000 -- -- --
and Chief
Financial Officer

Alexis P. Malozemoff.... 2001 190,320 20,625 -- 20,000 --
Senior Vice President 2000 183,000 28,394 53,700 25,000 --
and Chief 1999 183,000 24,361 -- 16,000 --
Technical Officer

John B. Howe............ 2001 119,600 13,750 -- 5,000 --
Vice President, Electric 2000 115,000 14,986 21,480 10,000 --
Industry Affairs 1999 110,000 11,311 -- 8,000 --

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(1) In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal benefits
has been omitted because such perquisites and other personal benefits
constituted less than the lesser of $50,000 or 10% of the total annual
salary of the Senior Executive.

(2) Represents the difference between the closing price of the Common Stock on
the Nasdaq National Market on the date of grant and the per share purchase
price, multiplied by the number of shares awarded.

(3) Represents insurance premiums paid by the Company for a term life
insurance policy on Dr. Yurek. Dr. Yurek's wife is the beneficiary of this
insurance policy.

Option Grants

The following table sets forth certain information concerning the stock
options granted by the Company during fiscal 2001 to each of the Senior
Executives.

OPTIONS GRANTED IN LAST FISCAL YEAR

Individual Grants
-----------------------------------------------
Potential Realizable
Value
at Assumed Annual Rates
Percent of of
Number of Total Stock Price
Shares Options Appreciation
Underlying Granted to Exercise for Option Term(2)
Options Employees in Price Expiration -----------------------
Executive Officer Granted Fiscal Year Per Share(1) Date 5% 10%
----------------- ---------- ------------ ------------ ---------- ----------- -----------

Gregory J. Yurek........ 250,000 14.68% $25.63 4/11/2010 $ 4,028,856 $10,209,912
750,000 44.03% $32.56 7/28/2010 $15,359,022 $38,922,777
Roland E. Lefebvre...... 30,000 1.76% $25.63 4/11/2010 $ 483,462 $ 1,225,189
Stanley D. Piekos....... 30,000 1.76% $25.63 4/11/2010 $ 483,462 $ 1,225,189
Alexis P. Malozemoff.... 20,000 1.17% $25.63 4/11/2010 $ 322,309 $ 816,793
John B. Howe............ 5,000 0.29% $25.63 4/11/2010 $ 80,578 $ 204,199

- --------
(1) The exercise price per share of each option was equal to the fair market
value per share of Common Stock on the date of grant. Options become
exercisable over a five-year period and generally terminate 60 days
following termination of the Senior Executive's employment with the
Company or the ten years following the grant date, whichever occurs
earlier.

(2) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock price appreciation of 5% and 10%
compounded annually from the date the respective options were granted to
their expiration date. The gains shown are net of the option exercise
price, but do not include deductions for taxes or other expenses
associated with the exercises of the option or the sale of the underlying
shares. The actual gains, if any, on the exercises of stock options will
depend on the future performance of the Common Stock, the optionholder's
continued employment through the option period, and the date on which the
options are exercised.

Option Exercises and Holdings

The following table sets forth certain information concerning each exercise
of a stock option during fiscal 2001 by the Senior Executives and the number
and value of unexercised options held by each of the Senior Executives on March
31, 2001.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Number of Shares of
Common Stock Underlying Value of Unexercised in-
Number of Unexercised Options at the-Money Options at
Shares Fiscal Year-End Fiscal Year-End(2)
Acquired Value ------------------------- -------------------------
on Exercise Realized(1) Exercisable/Unexercisable Exercisable/Unexercisable
----------- ----------- ------------------------- -------------------------

Gregory J. Yurek........ 92,500 $1,321,084 430,500/1,207,000 $1,378,546/$975,713

Roland E. Lefebvre...... 50,000 $1,559,250 70,000/115,000 $ 274,537/$344,056

Stanley D. Piekos....... 25,000 $ 729,688 56,000/104,000 $ 241,250/$336,875

Alexis P. Malozemoff.... 53,500 $1,542,593 143,900/51,600 $ 94,897/$152,470

John B. Howe............ 0 $ 0 20,200/27,800 $ 99,636/$111,173

- --------
(1) Represents the difference between the exercise price and the fair market
value of the Common Stock on the date of exercise.

(2) Based on the fair market value of the Common Stock on March 30, 2001, the
last trading day on the Nasdaq National Market during fiscal 2001
($16.0625 per share), less the option exercise price, multiplied by the
number of shares underlying the options.

Employment Agreements with Senior Executives

Dr. Yurek and Dr. Malozemoff are each party to an employment agreement with
the Company. The term of each agreement commenced on December 4, 1991 and
continues until terminated as follows: by the employee, at any time on or after
December 4, 1992, upon at least 90 days prior notice; by the Company for cause
(as defined in the employment agreement); by the Company without cause (in
which case, for a 12-month period following the date of termination, the
employee shall continue to receive his salary and other benefits and his stock
options shall continue to vest); or as a result of the death or disability of
the employee (in which case his stock options shall become immediately
exercisable for the number of additional shares as to which it would have
become exercisable if his employment had continued for an additional 12
months). Under the terms of each employment agreement, the employee agrees
that, among other things, he will not engage in a business competitive with
that of the Company until one year after the later of the termination of his
employment with the Company or the expiration of the one-year period during
which his compensation and benefits continue in the event of an employment
termination without cause. The Company has the right to extend the period for
which these restrictions remain in effect for an additional one-year period by
continuing the employee's salary and benefits for this additional period.

Certain Business Relationships

On January 26, 2001, the Company made a loan to Mr. Piekos in the amount of
$200,000 with an annual interest rate of 8.5%. The principal and interest on
the loan were repaid in full by Mr. Piekos on May 11, 2001.

COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

This report addresses the compensation policies of the Company applicable to
its officers during fiscal 2001. The Company's executive compensation program
is administered by the Compensation Committee of the Board of Directors (the
"Committee"), which is comprised of three non-employee directors. The Committee
is responsible for determining the compensation package of each executive
officer, including the Chief Executive Officer. In fiscal 2001, the Board of
Directors did not modify in any material way or reject any action or
recommendation of the Committee with respect to executive officer compensation.

The objectives of the Committee in determining executive compensation are
(i) to recognize and reward exceptional performance by the Company's
executives, (ii) to provide incentive for high levels of current and future
performance, and (iii) to align the objectives and rewards of Company
executives with those of the stockholders of the Company. The Committee
believes that an executive compensation program that achieves these objectives
will not only properly motivate and compensate the Company's current officers,
including the Chief Executive Officer, but will enable the Company to attract
other officers that may be needed by the Company in the future.

The executive compensation program is implemented through three principal
elements--base salary, an annual incentive plan based on individual
contributions to corporate success and stock option grants.

In establishing the salary of officers, including the Chief Executive
Officer, the Committee considers the individual performance of the officer, the
performance of the Company as a whole, the nature of the individual's
responsibilities, historic salary levels of the individual, and the median
level of cash compensation paid to officers in comparable positions at other
companies whose business and/or financial position is similar to that of the
Company. For purposes of this comparison, the Committee considers the executive
compensation of a range of public technology-oriented companies whose business,
stage of development, financial position and/or recent financial performance
are similar to that of the Company, as well as the companies included in the
Peer Index in the Stock Performance Graph. Dr. Yurek has been Chief Executive
Officer of the Company since 1989. His annual base salary for the five fiscal
years prior to the beginning of fiscal 2001 was $295,000. During fiscal 2001,
the Committee considered information regarding competitive compensation
practices and base salaries for chief executive officers and the Committee's
assessment of Dr. Yurek's contribution to the Company's performance. Based upon
such factors, the Compensation Committee increased Dr. Yurek's annual base
salary to $350,000 effective April 1, 2000. The Committee has determined that
the salaries paid to the Company's officers, including the Chief Executive
Officer, are appropriately positioned relative to the median cash compensation
levels for executives with comparable responsibilities in similar firms and the
contributions of the individuals to the success of the firm.

Beginning in 1996, the Committee implemented an annual incentive
compensation plan for all officers, including the Chief Executive Officer.
Awards under the plan reflect individual contributions to the achievement of
predetermined Company objectives, including financial objectives, product
development objectives, and marketing and business development objectives. At
this stage of the Company's development, the Committee believes it is
appropriate for officers to have a portion of their annual cash compensation
dependent upon performance in that year, and the Committee may consider
increasing the "at risk" portion of executive compensation over time. Bonuses
were awarded for fiscal 2001 because the Company achieved or took substantial
steps toward the achievement of key corporate objectives, including achieving
significant advances in research and manufacturing scale-up for HTS wires,
thereby strengthening the Company's position as a global leader in HTS
technology; progress on the construction, on time and on budget, of the world's
first

commercial HTS wire manufacturing plant; delivering, installing and operating
the first superconductor product (D-SMES) in a live electric power grid;
successfully demonstrating the world's first 1,000-hp HTS electric motor in
collaboration with Rockwell Automation; successfully completing a business
acquisition; designing, developing, introducing and receiving the initial order
for the Company's first power electronic switching product; designing,
developing and successfully testing key components to be used in the first
ultra-compact, 5,000-hp HTS motor; significantly enhancing the Company's
proprietary intellectual property portfolio, including 29 new patent filings;
winning a key follow-on contract from the U.S. Navy's Office of Naval Research
for the design of an HTS ship propulsion motor; signing ALSTOM Power
Conversion, Inc. as a subcontractor for the Company's Navy ship propulsion
development contract; signing a memorandum of understanding with Litton Ship
Systems to collaborate on bringing the Company's products to bear on cruise,
cargo and naval ships; and, successfully implementing the first year of a
marketing and sales alliance with GE Industrial Systems for the Company's SMES
product line.

The Committee uses stock options as a significant element of the
compensation package of the officers, including the Chief Executive Officer,
because they provide an incentive to executives to maximize stockholder value,
because they reward the officers only to the extent that stockholders also
benefit, and because the vesting of the options (the options generally become
exercisable in installments over a five-year period) serves as a means of
retaining these officers. In granting stock options to certain officers, the
Committee considers a number of factors including the performance of the
officer, the responsibilities of the officer, the officer's current stock or
option holdings, and the median levels of long term incentives paid to officers
with comparable responsibilities in similar companies, including the companies
included in the Company's Peer Index in the Stock Performance Graph. It has
been the practice of the Committee to fix the exercise price of options granted
at 100% of the fair market value of the Common Stock on the date of grant.

The Board of Directors recognizes that it is essential for officers of the
Company to establish and maintain an ownership position in the Company. In
order to ensure that this expectation is met, the Board of Directors has
established guidelines relating to stock ownership and disposition for all
officers under which an officer is strongly encouraged to establish and
maintain ownership of shares in an amount directly proportional to the number
of shares exercised. The Committee considers each officer's compliance with
these guidelines in the establishment of ongoing option grants. All officers,
including the Chief Executive Officer, are in compliance with this policy.

In evaluating corporate and individual performance for the purposes of
determining salary levels, awarding bonuses and granting stock options, the
Committee considers the progress and success of the Company with respect to
matters such as product development, strategic alliances, and enhancement of
the Company's patent and licensing position, as well as changes in scope of
responsibility for specific individuals.

The Committee also takes into account, to the extent it believes
appropriate, the limitations on the deductibility of executive compensation
imposed by Section 162(m) of the Internal Revenue Code in determining
compensation levels and practices.

COMPENSATION COMMITTEE

Peter O. Crisp
John B. Vander Sande
Richard Drouin

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors is composed of four
independent directors (within the meaning of the Nasdaq Stock Market rules) and
operates under a written charter adopted by the Board of Directors, a copy of
which is attached to this Proxy Statement as Appendix A.

Management is responsible for the Company's internal controls, financial
reporting process and compliance with laws and regulations and ethical business
standards. The independent auditors are responsible for performing an
independent audit of consolidated financial statements in accordance with
generally accepted auditing standards and to issue a report thereon. The
Committee's responsibility is to monitor and oversee these processes. In this
context, the Committee has met and held discussions with management and the
independent auditors. Management represented to the Committee that the
Company's consolidated financial statements were prepared in accordance with
generally accepted accounting principles in the United States, and the
Committee has reviewed and discussed the audited consolidated financial
statements with management and the independent auditors. The Committee also
discussed with the independent auditors matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit Committees).
SAS 61 requires the Company's independent auditors to discuss with the
Company's Audit Committee, among other things, the following:

. methods to account for significant unusual transactions;

. the effect of significant accounting policies in controversial or
emerging areas for which there is a lack of authoritative guidance or
consensus;

. the process used by management in formulating particularly sensitive
accounting estimates and the basis for the auditors' conclusions
regarding the reasonableness of those estimates; and

. disagreements with management over the application of accounting
principles, the basis for management"s accounting estimates and the
disclosures in the financial statements.

The Company's independent auditors also provided to the Committee the
written disclosures and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). Independence
Standards Board Standard No. 1 requires auditors annually to disclose in
writing all relationships that in the auditors' professional opinion may
reasonably be thought to bear on independence, confirm their perceived
independence and engage in a discussion of independence. The Audit Committee
discussed with the independent auditors the matters disclosed in that letter
and the auditors' independence from the Company. The Audit Committee also
considered whether the independent auditors' provision of the other, non-audit
related services to the Company (such as tax return preparation) is compatible
with maintaining such auditors' independence.

Based upon the Committee's review and the information and discussions
referred to above, the Committee recommended to the Board of Directors that the
Company's audited consolidated financial statements be included in the Annual
Report on Form 10-K for the year ended March 31, 2001 filed with the Securities
and Exchange Commission.

Submitted by the Audit Committee,

John Vander Sande, Chairman
Albert J. Baciocco, Jr.
Gerard Menjon
Andrew G.C. Sage, II

Compensation Committee Interlocks and Insider Participation

None of the Company's executive officers serves as a director or a member of
the compensation committee (or other committee serving an equal function) of
any other entity whose executive officers serve as a director of or member of
the Compensation Committee of the Company.

Section 16 Beneficial Ownership Reporting Compliance

The Company is not aware that any of its officers, directors or holders of
10% or more of the Company's Common Stock failed to comply in a timely manner
during fiscal 2001 with Section 16(a) filing requirements.

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return on the
Common Stock of the Company from March 31, 1996 to March 31, 2001 (the end of
fiscal 2001) with the cumulative total return of (i) the CRSP Total Return
Index for the Nasdaq Stock Market (U.S. Companies) (the "Nasdaq Index"), and
(ii) an index of eight companies engaged in a line of business similar to the
Company's (the "Peer Index"). The Peer Index is comprised of AstroPower, Inc.,
Ballard Power Systems, Inc., Energy Conversion Devices, Inc., FuelCell Energy,
Inc. (formerly Energy Research Corporation), Intermagnetics General
Corporation, Maxwell Technologies, Plug Power Inc. and SatCon Technology
Corporation. This graph assumes the investment of $100.00 on March 31, 1996 in
the Company's Common Stock, the Peer Index and the Nasdaq Index, and assumes
any dividends are reinvested. Measurement points are March 31, 1997, March 31,
1998, March 31, 1999, March 31, 2000 and March 31, 2001 (the Company's last
five fiscal year ends).

[GRAPH]

March March March March March March
1996 1997 1998 1999 2000 2001
----- ------- ------- ------- ------- -------

American Superconductor
Corporation.................... $100 $ 59.82 $ 99.11 $ 65.18 $317.86 $114.74
Nasdaq Index.................... $100 $111.15 $168.47 $227.62 $423.37 $169.46
Peer Index...................... $100 $ 90.96 $263.06 $207.05 $559.93 $263.27

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors has selected the firm of PricewaterhouseCoopers LLP
as the Company's independent auditors for the current fiscal year.
PricewaterhouseCoopers LLP or its predecessor company, Coopers & Lybrand LLP,
has served as the Company's independent auditors since the Company's inception.
Although stockholder approval of the Board of Directors' selection of
PricewaterhouseCoopers LLP is not required by law, the Board of Directors
believes that it is advisable to give stockholders an opportunity to ratify
this selection. If this proposal is not approved at the Annual Meeting, the
Board of Directors may reconsider its selection of PricewaterhouseCoopers LLP.

Representatives of PricewaterhouseCoopers LLP are expected to be present at
the Annual Meeting and will have the opportunity to make a statement if they
desire to do so and will also be available to respond to appropriate questions
from stockholders.

Audit Fees

The aggregate fees billed by PricewaterhouseCoopers LLP for professional
services rendered for the audit of the Company's financial statements for the
fiscal year ended March 31, 2001 and for the reviews of the financial
statements included in the Company's Quarterly Reports on Form 10-Q for fiscal
2001 were $74,051.

Income Tax Fees

The aggregate fees billed by PricewaterhouseCoopers LLP for professional
services rendered in relation to income taxes for fiscal 2001 were $21,310.

Financial Information System Design and Implementation Fees

PricewaterhouseCoopers LLP did not bill the Company for any professional
services rendered to the Company and its affiliates for fiscal year 2001 in
connection with financial information systems design or implementation, the
operation of the Company's information system or the management of its local
area network.

All Other Fees

The aggregate fees billed by PricewaterhouseCoopers LLP for services
rendered to the Company, other than the services described above under "Audit
Fees" and "Income Tax Fees," for fiscal 2001 were $9,065.

OTHER MATTERS

The Board of Directors does not know of any other matters which may come
before the Annual Meeting. However, if any other matters are properly presented
to the Annual Meeting, it is the intention of the persons named in the
accompanying proxy to vote, or otherwise act, in accordance with their judgment
on such matters.

All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors, officers and
employees, without additional remuneration, may solicit proxies by

telephone, telegraph and personal interviews, and the Company reserves the
right to retain outside agencies for the purpose of soliciting proxies.
Brokers, custodians and fiduciaries will be requested to forward proxy
soliciting material to the owners of stock held in their names, and, as
required by law, the Company will reimburse them for their out-of-pocket
expenses in this regard.

Proposals of stockholders intended to be presented at the 2002 Annual
Meeting of Stockholders must be received by the Company at its principal office
in Westborough, Massachusetts not later than February 28, 2002 for inclusion in
the proxy statement for that meeting.

Stockholders who wish to make a proposal at the 2002 Annual Meeting--other
than one that will be included in the Company's proxy materials--should notify
the Company no later than May 14, 2002. If a stockholder who wishes to present
a proposal fails to notify the Company by this date, the proxies that
management solicits for the meeting will have discretionary authority to vote
on the stockholder's proposal if it is properly brought before the meeting. If
a stockholder makes a timely notification, the proxies may still exercise
discretionary voting authority under circumstances consistent with the SEC's
proxy rules.

By Order of the Board of Directors,
/s/ Stanley D. Piekos
Stanley D. Piekos, Secretary
June 27, 2001

THE BOARD OF DIRECTORS HOPE THAT STOCKHOLDERS WILL ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. STOCKHOLDERS WHO ATTEND
THE MEETING MAY VOTE THEIR STOCK PERSONALLY EVEN IF THEY HAVE SENT IN THEIR
PROXIES.

Appendix A

AUDIT COMMITTEE CHARTER

American Superconductor Corporation

The Audit Committee, established pursuant to Section 13 of Article II of the
bylaws of American Superconductor Corporation ("the Company"), shall recommend
to the Board of Directors annually the certified public accounting firm to be
selected for the audit of the financial statements of the Company and, when
appropriate, to replace such accounting firm; and that acting on behalf of the
Board, the Audit Committee shall:

a) Establish, review and approve the scope and emphasis of the activities of
the public auditors; review internal management controls on an annual
basis;

b) Review and approve the format of the financial reports to be included in
the annual report to shareholders;

c) Review recommendations of the public auditors and management responses to
those recommendations to determine that appropriate action has been taken;

d) Bring to the attention of the public auditors and the Controller, jointly
and separately, measures that should be taken to improve the control of
assets and financial reporting;

e) Monitor the Company policies and program for compliance on ethical business
practices;

f) Annually review litigation status and environmental compliance;

g) Have the authority to direct and supervise investigations into matters
within the scope of its authority and retain counsel for such
investigations if deemed necessary by the Committee;

h) Take appropriate action to oversee the independence of the public auditors;
receive annually from the public auditors a written, formal report
delineating all relationships between the auditor and the company that
might impair the auditors' independence; engage actively in dialogue with
the public auditors about disclosed matters that might impair the auditors'
objectivity and independence;

i) Assure that the public auditors' ultimate accountability is to the Board of
Directors and the Audit Committee as representatives of the shareholders of
the Company;

j) Certify to the NASDAQ that it has adopted a formal charter; review and
assess the adequacy of the charter on an annual basis;

k) Prepare a report for inclusion in the proxy statement (beginning with the
2001 proxy), stating that the Committee has:

1. Reviewed and discussed the audited financial statements with management
2. Discussed SAS 61 with the public auditors (e. g., unusual accounting
transactions, significant policies)
3. Received the written disclosures from the auditors on independence
4. Recommended to the full Board of Directors that the audited financial
statements be included in the Company's Form 10-K

l) Meet in private with the public auditors.

A-1

Organization of the Audit Committee

Size of Committee: 3 or 4 directors (at least 2 of whom must be present to
form a quorum).

Membership Qualifications: Member in good standing of the Board of
Directors; independent (as defined below); all members financially literate, at
least 1 with financial expertise (e. g., prior experience in finance or
accounting).

Independence of Members: Member of the Audit Committee shall be considered
independent if they have no relationship to the Company that may interfere with
the exercise of their independence from management and the Company. Examples of
such relationships include:

1. A director who is an employee of the Company or an affiliate in any of
the past 3 years.
2. A director who has an immediate family member who is or has been
employed as an executive officer of the Company or an affiliate in the
last 3 years.
3. A director who is employed as an executive of another corporation in
which any of the Company's executives serve on that corporation's
Compensation Committee.
4. A director who received from the Company certain types of compensation
(excluding board service) greater than $60,000.
5. A director who is a partner in, a controlling shareholder of, or an
executive of a for-profit business organization to which the Company
made or from which it received in excess of the greater of $200,000 or
5% of that business's gross revenues.

A-2

PROXY PROXY

AMERICAN SUPERCONDUCTOR CORPORATION

PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 27, 2001

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY

The undersigned, revoking all prior proxies, hereby appoint(s) Gregory J.
Yurek, Stanley D. Piekos and Patrick J. Rondeau, and each of them, with full
power of substitution, as proxies to represent and vote, as designated herein,
all shares of stock of American Superconductor Corporation (the "Company") which
the undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders of the Company to be held at the offices of the Company,
Two Technology Drive, Westborough, Massachusetts 01581 on Friday, July 27, 2001,
at 9:00 a.m., local time, and at any adjournment thereof (the "Meeting").

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR ALL PROPOSALS. ATTENDANCE OF THE UNDERSIGNED AT THE MEETING
OR AT ANY ADJOURNMENT THEREOF WILL NOT BE DEEMED TO REVOKE THIS PROXY UNLESS THE
UNDERSIGNED SHALL REVOKE THIS PROXY IN WRITING OR SHALL DELIVER A SUBSEQUENTLY
DATED PROXY TO THE SECRETARY OF THE COMPANY OR SHALL VOTE IN PERSON AT THE
MEETING.

(Continued, and to be signed, on reverse side)

Please date, sign and mail your
PROXY CARD BACK AS SOON AS POSSIBLE!

ANNUAL MEETING OF STOCKHOLDERS
AMERICAN SUPERCONDUCTOR CORPORATION

JULY 27, 2001

Please detach and mail in the envelope provided

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE.

1. To elect the nine (9) directors FOR WITHHOLD Nominees: Gregory J. Yurek
listed at right for the ensuing year. all nominees AUTHORITY Albert J. Baciocco, Jr.
(except as marked to vote for all Frank Borman
For all nominees except the below) nominees Clayton M. Christensen
following nominee(s): Peter O. Crisp
Richard Drouin
_______________________________ Gerard Menjon
Andrew G.C. Sage, II
John B. Vander Sande

2. To ratify the selection by the FOR AGAINST ABSTAIN
Board of Directors of
PricewaterhouseCoopers LLP as the
Company's independent public
accountants for the current fiscal
year.

In their discretion, the proxies are authorized to vote upon such
other matters as may properly come before the Meeting or any
adjournment thereof.

PLEASE FILL IN, DATE, SIGN AND MAIL THIS PROXY IN THE
ENCLOSED POSTAGE-PAID RETURN ENVELOPE.

Signature:___________________________________________ Date:________________

Signature:___________________________________________ Date:________________
(If held jointly)

NOTE: Please sign exactly as name appears hereon. If the stock is registered in
the names of two or more persons, each should sign. Executors,
administrators, guardians, attorneys and corporate officers should add
their titles.

-2-