WASHINGTON, D.C.  20549

                        REPORT OF FOREIGN PRIVATE ISSUER
                        PURSUANT TO RULE 13A-16 OR 15D-16
                                     OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For  the  month  of  November,  2002

                            ENERGY POWER SYSTEMS LIMITED
                    (Address of Principal executive offices)

          Suite 301, 2 Adelaide Street West, Toronto, Ontario, M5H 1L6
                    (Address of principal executive offices)

Indicate  by check mark whether the registrant files or will file
annual reports
under  cover  form  20-F  or  Form  40-F:

     Form  20-F    X          Form  40-F

Indicate  by  check  mark  whether  the registrant by furnishing the
contained  in  this  Form  is  also  thereby  furnishing  the
information to the
Commission  pursuant  to Rule 12g3-2b under the Securities Exchange Act
of 1934:

               Yes                     No     X

If  "Yes"  is  marked, indicate below the file number assigned to the
in  connection  with  Rule  12g3-  2(b):  82


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,  thereunto  duly  authorized.

                              (formerly:  Engineering  Power  Systems

Date:  November  25,  2002               By:____"Sandra  J.  Hall"____
     ---------------------                  ---------------------------
Sandra  J.  Hall,  President,  Secretary  &  Director

                               [GRAPHIC  OMITED]

                               [GRAPHIC  OMITED]

Energy  Power  Systems  Limited

          Management's  Discussion  And  Analysis  of  Financial  Condition
          and  Operating  Results
          For  the  Three  Month  Period  Ending  September  30,  2002

    Suite 301, 2 Adelaide Street West, Toronto, Ontario, M5H 1L6 Telephone: 416
                  861-1484 Facsimile: 416 861-9623


     The  following  discussion  and  analysis  of  Energy Power Systems Limited
("Energy  Power  or  the  "Company")  should  be  read  in  conjunction with the
Company's Unaudited Consolidated Financial Statements for the three month period
ending  September  30,  2002 and 2001and notes thereto and the Company's Audited
Consolidated Financial Statements for the fiscal years ended June 30, 2002, 2001
and  2001  and  notes  thereto.  Unless  otherwise  indicated,  the  following
discussion  is  based  on  Canadian  dollars  and  presented  in accordance with
Canadian  Generally  Accepted  Accounting  Principles  ("GAAP").
Certain  statements  contained  herein  constitute  "forward-looking statements"
within  the meaning of the Private Securities Litigation Reform Act of 1995 (the
"Reform  Act"),  which  reflect the Company's current expectations regarding the
future  results of operations, performance and achievements of the Company.  The
Company  has  tried,  wherever  possible,  to  identify  these  forward-looking
statements  by, among other things, using words such as "anticipate," "believe,"
"estimate,"  "expect"  and  similar  expressions.  These  statements reflect the
current  beliefs  of  management  of  the  Company,  and  are based on currently
available  information.  Accordingly,  these statements are subject to known and
unknown  risks,  uncertainties  and  other  factors which could cause the actual
results,  performance  or  achievements of the Company to differ materially from
those  expressed in, or implied by, these statements.  (See the Company's Annual
Information  Form  and  Annual  Form 20 F for Risk Factors.)  The Company is not
obligated  to update or revise these "forward-looking" statements to reflect new
events  or  circumstances.

     The  Company is a corporation amalgamated under the laws of the Province of
Ontario and Provincially registered in the Provinces of Alberta and Newfoundland
and  is  an  energy  source  and  service  company that operates an Industrial &
Offshore  Division,  and  an  Oil  &  Gas  Division.  The unaudited consolidated
financial  results for the three month period ending September 30, 2002 and 2001
include  the  accounts  of  the  Company  and  its  wholly  owned subsidiary M&M
Engineering  Limited  ("M&M"),  a  Newfoundland  and Labrador company, and M&M's
wholly-owned  subsidiary  M&M  Offshore  Limited  ("MMO"),  a  Newfoundland  and
Labrador  company.

M&M  and MMO together operate from their 47,500 square foot fabrication facility
and  15 acre property. M&M is an industrial, mechanical contractor. M&M Offshore
(i)  produces  steel  components  for  structures  and  heavy  industry;  (ii)
manufactures  pressurized  vessels  and  tanks;  and  (iii)  provides  in-plant
fabrication,  welding and assembly services for offshore oil and heavy industry.
The  activities  of  the  Company's  Oil  &  Gas  Division  include exploration,
development  and  production  of  oil and natural gas. The Company's oil and gas
properties  are located in the Canadian Provinces of Alberta, Ontario and Prince
Edward  Island.

CRITICAL  ACCOUNTING POLICIES: The Company's significant accounting policies are
described  in  the  notes  to  the  consolidated  financial  statements.  It  is
increasingly  important to understand that the application of generally accepted
accounting  principles involve certain assumptions, judgments and estimates that
affect  reported  amounts  of  assets,  liabilities,  revenues and expenses. The
application  of  principles  can  cause varying results from company to company.
The  most  significant  policies  that  impact  the Company and its subsidiaries
relate  to  revenue  recognition  policies,  oil  and gas accounting and reserve
estimates,  accounting  for  joint  ventures,  the  future income tax assets and
liabilities,  contingent  liabilities  and assets and valuation of the Company's
investment  in  Konaseema  EPS  Oakwell  Power  Limited  ("KEOPL").

Revenue  recognition:  Revenue  for  M&M  &  MMO  is  generated principally from
contracts  or  purchase  orders  awarded  through a competitive bidding process.
Revenue  from  construction  and  fabrication  contracts  is  recognized  on the
percentage  of  completion  basis,  pursuant  to  which  contract  revenues  are
recognized by assessing the value of the work performed in relation to the total
estimated  cost  of  the  contract  based  upon  the  contract  value.

Oil  and  gas revenue is recognized on actual production volumes and delivery of
the  product  to  the  market,  based  on  the  operator's  reports.

Oil  and gas accounting and reserve estimates: The Company follows the full cost
method  of  accounting for oil and gas operations whereby all costs of exploring
for  and  developing  oil and gas reserves are initially capitalized. Such costs
include  land  acquisition  costs, geological and geophysical expenses, carrying
charges  on  non-producing  properties,  costs  of drilling and overhead charges
directly  related  to  acquisition  and  exploration  activities.

Costs capitalized, together with the costs of production equipment, are depleted
on  the  unit-of-production method based on the estimated gross proved reserves.
Petroleum  products  and  reserves  are  converted to equivalent units of oil by
converting  natural  gas  at  6,000  cubic  feet  of  gas  to  1  barrel of oil.
Costs  acquiring  and evaluating unproved properties are initially excluded from
depletion  calculations.  These unevaluated properties are assessed periodically
to  ascertain whether impairment has occurred. When proved reserves are assigned
or  the  property  is considered to be impaired, the cost of the property or the
amount  of  the  impairment is added to costs subject to depletion calculations.
Proceeds from a sale of petroleum and natural gas properties are applied against
capitalized  costs,  with  no  gain or loss recognized, unless such a sale would
significantly  alter  the  rate  of  depletion.

In  applying  the  full cost method, under Canadian GAAP, the Company performs a
ceiling  test  which  restricts the capitalized costs less accumulated depletion
and  amortization  from  exceeding an amount equal to the estimated undiscounted
value  of future net revenues from proved oil and gas reserves, as determined by
independent engineers, based on sales prices achievable under existing contracts
and posted average reference prices in effect at the end of the Company's fiscal
year  and  current  costs,  and  after  deducting  estimated  future general and
administrative  expenses,  production  related expenses, financing costs, future
site  restoration  costs  and  income  taxes.

Joint Ventures: The Company's subsidiary M&M carries out part of its business in
four  joint  ventures. The Company's unaudited consolidated financial statements
include  the  Company's  proportionate  share  of  the  joint  ventures  assets,
liabilities,  revenues  and  expenses.

Future  Income  Assets and Liabilities: The Company uses the asset and liability
method  of  accounting  for  income  taxes. Under this method, future income tax
assets and liabilities are determined based on differences between the financial
statement  carrying  amounts  and  their  respective income tax bases (temporary
differences). Management regularly reviews its tax assets for recoverability and
establishes  a valuation allowance based on historical taxable income, projected
future  taxable  income  and  the  expected  timing of the reversals of existing
temporary  differences. The Company has $10.2 million of non-capital losses. The
Company carries an income tax asset of $0.6 million related to those non-capital

Contingent  liabilities  and assets: On August 28, 2002 the Company was served a
Writ  of  Summons  from  Oakwell Engineering Limited ("Oakwell") of Singapore, a
former  joint  venturer in a power project in Andhra Pradesh, India. On November
8,  2002  the  Company  counter  claimed  against  Oakwell for damages, cost and
interest.  No  provision  has  been  made  in  the financial statements for this
claim.  The  Company  estimates  the  range  of  liability  related  to  pending
litigation where the amount and range of loss can be estimated. Where there is a
range  of  loss,  the Company records the minimum estimated liability related to
those  claims.  As  additional  information  becomes  available,  we  assess the
potential  liability  related to our pending litigation and revise our estimates
accordingly.  Revisions  of  our  estimates  of  the  potential  liability could
materially impact our results of future operations. If the final outcome of such
litigation  and contingencies differs adversely from that currently expected, it
would  result  in  a  charge  to  earnings  when  determined.

There  are  deficiencies in the State Government providing lender guarantees for
the  Karnataka,  India  power  project.  The Company is pursuing legal recourses
against  the  Government  of  Karnataka  and  the  Karnataka  Power Transmission
Corporation Limited. At the current time no assessment can be made of the actual
recoverable  amount.  Accordingly no amount has been recorded in these unaudited
consolidated  financial  statements.

Valuation  of  the  Company's  Investment  in KEOPL: The Company owns 11,348,200
ordinary  equity shares of Rs. 10 each, of KEOPL (the "KEOPL Shares"), a company
incorporated  in  India,  which is developing a power project in Andhra Pradesh,
India.  Pursuant  to the Revised VBC Agreement dated August 10, 2000 between the
Company,  VBC  Group  ("VBC"),  KEOPL's  parent  company,  and  KEOPL, VBC shall
purchase  the  Company's  investment in KEOPL for INR 113,482,000 (approximately
Cdn.  $3,500,000)  on  or  before  June 30, 2002 if the Company offers its KEOPL
Shares  to  VBC  prior  to  June  30,  2002.

On  May 3, 2002, the Company, pursuant to the Revised VBC Agreement, offered and
tendered  the  KEOPL  Shares  to VBC for purchase on or before June 30, 2002. On
July 1, 2002, VBC  raised a dispute regarding the purchase and sale of the KEOPL
shares.  The  Company  is  pursuing  legal  remedies  against  VBC  and Oakwell.
 The  investment in KEOPL is recorded at expected net recoverable amount of $3.5
million. The actual recoverable amount is dependant upon future events and could
differ  materially  from  the  expected  net  recoverable  amount.

The  following discussion of the unaudited consolidated results of operations of
the Company is a comparison of the Company's three month periods ended September
30,  2002  and  2001.

Revenue:  The Company's consolidated revenues increased 91% to $10.5 million for
the  three  month  period  ending  September 30, 2002 from $5.5 million reported
during  the  same  period  the  previous  year. Revenue increases were primarily
derived  from  the  Company's  Industrial  &  Offshore  Division as well as some
increases  from  the  Company's  Oil  &  Gas  Division.

Gross  Profit:  Consolidated  gross  profit  for  the  three month period ending
September  30, 2002 increased 30% to $1.3 million from $1.0 million in 2001. The
increase  in  consolidated  gross  profits  was  primarily derived from increase
revenues  from  the Company's Industrial & Offshore Division. Consolidated gross
margin  decreased to 12.7% versus 17.8% for the previous year. This decrease was
primarily  caused  by  increased  cost  of  sales.

Administrative  expenses:  Administrative expenses of $0.9 million for the three
month  period  ending  September  30,  2002  was  29% higher than administrative
expenses  of $0.7 million the previous year. During the three month period ended
September  30,  2002  professional  fees  were higher by $0.2 million versus the
previous  year.

Net  earnings, Net earnings per share and fully diluted earnings per share: As a
result  of the foregoing, net earnings decreased 25% to $0.3 million as compared
to  net  earnings  of  $0.4 million during the previous period. Net earnings per
share  decreased  42%  to  $0.04  per  share  for  the three month period ending
September  30,  2002  from  $0.07 per share for the previous three month period.
Fully  diluted  net  earnings per share decreased 40% to $0.03 per share for the
three  month  period  ending  September  30,  2002  from $0.05 per share for the
previous  three  month  period.

     Cash  and cash equivalents at September 30, 2002 were $4.4 million compared
to $5.6 million at June 30, 2002. During the three month period ending September
30,  2002  the  Company  expended  approximately $1.0 million on general working
capital,  repaid  shareholder  debt of $0.3 million and utilized $0.8 million of
its  line  of  credit.

Cash  and  cash equivalents at September 30, 2001 were $1.3 million, compared to
$1.2  million at June 30, 2001. During the three months ended September 30, 2001
the  Company expended $1.3 million on general working capital and purchased $0.2
million of marketable securities. The Company also issued $0.8 million of common
shares  and  utilized  $0.6  million  of  its  line  of  credit.

 The  Company's  primary sources of liquidity and capital resources historically
have  been  cash flow from the operations of the Industrial & Offshore Division,
issuance of share capital and advances from shareholders. During fiscal 2001 and
2000 the Company recovered part of its investment in KEOPL.  During fiscal 2003,
it  is  expected that primary sources of liquidity and capital resources will be
derived from the operations of the Industrial & Offshore Division, revenues from
the  Oil  &  Gas  Division  and  further recovery of the Company's investment in

The  Company's  Industrial  & Offshore Division maintains their own bank line of
credit facility. The Company's M&M and MMO subsidiaries credit facility, through
Canadian  Imperial Bank of Commerce ("CIBC") was initially entered into December
1994  and  was  amended  on  March  9, 2000.  The CIBC credit facility currently
allows  M&M  to  borrow  up  to the lesser of (i)  $1.75 million, or (ii) 75% of
receivables  from government or large institutions/corporations and 60% of other
receivables  to  finance working capital requirements on a revolving basis.  The
CIBC  credit  facility  is  payable  upon demand.  As of September 30, 2002, the
principal  balance  outstanding  under  the  credit  facility was  $1.6 million,
compared  to  $1.5  million at September 30, 2001.  As security for repayment of
the  credit  facility,  M&M  granted  to  CIBC  a first priority lien on pledged
receivables,  inventory  and specific equipment; a second priority lien on land,
buildings  and  immovable  equipment;  and an assignment of insurance.  MMO also
guarantees  the  CIBC  credit  facility.  The  credit  agreement requires M&M to
satisfy certain financial tests, limits the amount of indebtedness M&M may incur
and  restricts  the  payment  of  dividends.

During  the  three  month period ending September 30, 2002 M&M's 50% owned joint
venture  Magna  Services  Inc.  negotiated  a  temporary  line of credit of $2.5
million  with the Bank of Nova Scotia. At September 30, 2002 M&M's proportionate
share  of  $0.6  million  was  included with bank indebtedness. This facility is
repayable  on demand or on or before December 31, 2002 and bears interest at the
bank's  prime  lending  rate  plus  2.0%  per  annum. Security for this facility
includes  a  general  security  agreement  of  all  present  and future personal
property  of  Magna,  postponement  agreements  covering  an  amount of $600,000
supported  by  promissory notes and guarantees by the shareholders in the amount
of  $1,000,000.  As security for this facility, M&M was required to confirm that
they would not claim repayment of $0.3 million owed to them by the joint venture
until  December  31,  2002. Along with the existing postponement of $0.1 million
and permanent guarantee of $0.1 million, M&M's commitment is now at $0.4 million
postponement  and  $0.6  million  guarantee.

M&M  is  indebted  to  RoyNat, Inc. ("RoyNat") in the amount of  $0.5 million at
September  30, 2002 (compared to $0.6 million in 2001).  This indebtedness arose
in  connection  with  a  mortgage  loan,  which  was  renewed  August  2000.
     The  original  credit  was  offered  on  May  18,  1990 by RoyNat to M&M in
connection  with  the  purchase  of  its  fabrication  facility  in  St. John's,
Newfoundland.  The mortgage bears interest at RoyNat's cost of funds plus 3.25%,
and  is  payable  in  monthly  principal payments of  $7,000, plus interest.  As
security,  M&M  granted  a  first  priority  lien  on  land  and building, and a
secondary  lien  on all other assets of M&M, subject to a first priority lien in
favor  of  CIBC.  M&M  Offshore  has  also  guaranteed  this  mortgage.

Division  is currently working on a backlog of contracts. Further development of
Atlantic  Canada's  offshore  infrastructure  could  feed further growth for the
Industrial  &  Offshore  Division.  In addition the Oil & Gas Division is adding
positive  cash  flow  to  fund  corporate  operations and future development and
growth  strategies.  At  present  the  Company intends to expand its oil and gas

     As  part  of  the Company's oil and gas exploration and development program
the  Company  expects  to  expend  significant  capital  resources to expand its
existing  portfolio  of  proved  and  probable  oil  and  gas  reserves.  These
expenditures can be funded through existing cash held by the Company. Any excess
expenditure  may  be  funded  by additional share capital issued by the Company,
debt  or  by  other  means.
     With  respect  to  anticipated  capital  expenditures  over the next twelve
months,  M&M  is expected to expend approximately  $0.5 million for new and used
manufacturing  and  office-related  equipment.  Such  equipment,  which could be
utilized to generate additional construction revenues, could be financed through
capital  leases  with  equipment manufacturers or credit arrangements with M&M's
lenders,  cash  from  its  parent  company  or  other  means.

The  Company's  future  profitability  over the longer term will depend upon its
ability  to  successfully  implement  its  business  plan. M&M has, in the past,
focused  on  manufacturing and fabricating process piping, production equipment,
steel  tanks  and  other  metal  products  requiring  specialized  welding  and
fabrication  abilities.  Management  believes  that  several  opportunities  are
developing in the Atlantic provinces of Canada which will enable M&M to maintain
and increase this business. These include proposed offshore oil and gas projects
for  the  White Rose Oilfield, the Sable Island Offshore Energy Project, and the
Hebron Oilfield, in addition to development of the Voisey's Bay nickel mine.  It
is  also  our belief that M&M will be afforded opportunities with respect to the
upgrade  and  maintenance of existing area infrastructure including the Hibernia
and  Terra Nova oil fields, mechanical fabrication and maintenance of production
equipment  for  refineries,  pulp  and  paper  mills  (including  environmental
equipment)  and  private  sector power generation projects (primarily for mining
and  natural  resources).

     SEASONALITY:  The  Company's  Industrial  & Offshore Division operates in a
cyclical  and  seasonal  industry.  Fabrication  industry  activity  levels  are
generally dependent on the level of capital spending in heavy industries such as
mining,  forestry,  oil  and gas and petrochemicals.  In addition the Company is
subject  to  seasonal levels of activity whereby business activities tends to be
lower  during  the  winter  months.  The  level  of  industry  profits,
capacity-utilization  in  the  industry  and interest rates often affect capital
spending  in  these industries.  Success in fabrication will be dependent on the
Industrial  &  Offshore  Division's  ability  to  secure  and profitably perform
fabrication  contracts.   Fixed  price fabrication contracts contain the risk of
bid error or significant cost escalation with regard to either labor or material
costs, combined with a limited ability to recover such costs from the applicable

The  Company's  Oil  &  Gas  Division is not a seasonal business, but changes in
consumer demand or changes in supply in certain months of the year can influence
the  price  of produced hydrocarbons, depending on the circumstances. Production
from  the  Company's  oil  and gas properties is the primary determinant for the
volume  of  sales  during  the  year.