FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                             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
                  (FORMERLY: ENGINEERING 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 information
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 registrant
in  connection  with  Rule  12g3-  2(b):  82

                                   SIGNATURES

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.

     ENERGY  POWER  SYSTEMS  LIMITED
                              (formerly:  Engineering  Power  Systems  Limited)


Date:  November  29,  2002               By:____"Sandra  J.  Hall"____  ______
     ---------------------                  ----------------------------------
     Sandra  J.  Hall,  President,  Secretary  &  Director





                               [GRAPHIC  OMITED]



                               [GRAPHIC  OMITED]

         Energy  Power  Systems  Limited
     Suite  301,  2  Adelaide  Street  West
     Toronto,  Canada  M5H  1L6

     FORM  OF  PROXY  SOLICITED  BY  THE
     MANAGEMENT  OF  ENERGY  POWER  SYSTEMS  LIMITED
     FOR  USE  AT  THE  ANNUAL  AND  SPECIAL  MEETING
     OF  SHAREHOLDERS  TO  BE  HELD  ON  DECEMBER  30,  2002

     The  undersigned  shareholder(s)  of  ENERGY  POWER  SYSTEMS  LIMITED  (the
"CORPORATION")  hereby  appoint(s) in respect of all of his or her shares of the
Corporation,  Sandra  J. Hall, President and a director or failing her, Scott T.
Hargreaves,  Chief  Financial  Officer, or in lieu of the foregoingas nominee of
the  undersigned,  with  power  of substitution, to attend, act and vote for the
undersigned at the annual and special meeting (the "MEETING") of shareholders of
the  Corporation  to  be  held  on  the  30th  day  of  December,  2002, and any
adjournment  or  adjournments  thereof,  and  direct(s)  the nominee to vote the
shares  of  the  undersigned  in  the  manner  indicated  below:

1.     TO  VOTE  FOR  (   )  WITHHOLD  FROM  VOTING  (   )  in  the  election of
directors;

2.     TO  VOTE  FOR  (   ) WITHHOLD FROM VOTING (   ) on the appointment of BDO
Dunwoody  LLP, Chartered Accountants as auditors, to hold office until the close
of  the  next annual meeting of shareholders of the Corporation and to authorize
the  directors of the Corporation to fix the remuneration of the auditors of the
Corporation;

3.     TO  VOTE  FOR  (   )  AGAINST (   ) the special resolution authorizing an
amendment  to  the  articles  of  the  Corporation to consolidate the issued and
outstanding  common  shares  of  the  Corporation  on the basis of up to one new
common  share  for  each  three  existing  issued and outstanding common shares;

4.     TO  VOTE  FOR  (   )  AGAINST (   ) the special resolution authorizing an
amendment  to  the  articles  of  the  Corporation  to  change  the  name of the
Corporation to "Energy Power Corp." or such other name as may be approved by the
board  of  directors  of  the Corporation and applicable regulatory and exchange
authorities;

5.     TO  VOTE  FOR (   ) AGAINST (   ) the resolution authorizing an amendment
to  the  Corporation's  Stock  Option  Plan,  increasing  the  number of options
reserved for issuance under the Plan to 20% of the issued and outstanding common
shares,  subject  to  applicable  regulatory  and  exchange  approval;  and

6.     TO  VOTE  FOR (   ) AGAINST (   ) the resolution authorizing the issuance
by  the  Corporation during the twelve months following the Meeting, pursuant to
one  or more private placements or acquisitions, of up to 10,578,645  additional
common  shares.

          This  proxy  revokes  and  supersedes  all  proxies  of  earlier date.

     If  any amendments or variations to matters identified in the Notice of the
Meeting are proposed at the Meeting or if any other matters properly come before
the  Meeting,  this  proxy  confers  discretionary  authority  to  vote  on such
amendments or variations or such other matters according to the best judgment of
the  person  voting  the  proxy  at  the  Meeting.

     DATED the         day of                                                  ,
2002.

                                        Signature  of  Shareholder(s)

                    ___________________________________
               Print  Name
          (SEE  NOTES  ON  THE  BACK  OF  THIS  PAGE)






NOTES:
-----

(1)     This  form  of proxy must be dated and signed by the appointor or his or
her  attorney  authorized  in  writing or, if the appointor is a body corporate,
this  form  of  proxy  must  be  executed by an officer or attorney thereof duly
authorized.  If  the  proxy  is not dated, it will be deemed to bear the date on
which  it  was  mailed.

(2)     The  shares  represented  by  this  proxy will be voted or withheld from
voting in accordance with the instructions of the shareholder on any ballot that
may  be  called  for.

(3)     A  SHAREHOLDER  HAS  THE  RIGHT  TO  APPOINT A PERSON (WHO NEED NOT BE A
SHAREHOLDER)  TO  ATTEND  AND ACT FOR HIM OR HER AND ON HIS OR HER BEHALF AT THE
MEETING OTHER THAN THE PERSONS DESIGNATED IN THIS FORM OF PROXY.  SUCH RIGHT MAY
BE EXERCISED BY STRIKING OUT THE NAMES OF THE PERSONS DESIGNATED IN THIS FORM OF
PROXY  AND BY INSERTING IN THE BLANK SPACE PROVIDED FOR THAT PURPOSE THE NAME OF
THE  DESIRED  PERSON OR BY COMPLETING ANOTHER FORM OF PROXY AND, IN EITHER CASE,
DELIVERING  THE  COMPLETED  AND  EXECUTED  PROXY  TO  THE CORPORATION C/O EQUITY
TRANSFER  SERVICES  INC., SUITE 420, 120 ADELAIDE STREET WEST, TORONTO, ONTARIO,
M5H  4C3,  AT  ANY  TIME  PRIOR  TO  4:00 P.M. (TORONTO TIME) ON THE 27TH DAY OF
DECEMBER,  2002.

(4)     IN  THE  ABSENCE  OF  INSTRUCTIONS TO THE CONTRARY, THE PERSONS NAMED IN
THIS  PROXY  WILL  VOTE  FOR  EACH  OF  THE  MATTERS  IDENTIFIED  IN THIS PROXY.

(5)     This  proxy  ceases  to  be  valid  one  year  from  its  date.

(6)     If  your address as shown is incorrect, please give your correct address
when  returning  this  proxy.