The information contained or incorporated by reference in this prospectus is part of a registration statement we filed with the U.S. Securities and Exchange Commission (“SEC”). You should rely only on the information and representations contained or incorporated by reference in this prospectus. Neither we, our officers, our board of directors, the dealer manager, the exchange agent, the information agent nor the trustee has authorized any other person to provide you with different information. You should not assume that the information appearing in this prospectus is accurate as of any date other than the date on the front cover of this prospectus. You should not assume that the information contained in the documents incorporated by reference in this prospectus is accurate as of any date other than the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed since that date. We are not making an offer of these securities in places where we have made good faith efforts to comply with state statutes but have been prohibited by administrative or judicial action from making offers and sales.

This prospectus incorporates important business and financial information about Evergreen Solar, Inc. that is not included or delivered with this prospectus. Such information is available without charge to holders of existing 4% notes and existing 13% notes upon written or oral request made to the office of the Corporate Secretary, Evergreen Solar, Inc., 138 Bartlett Street, Marlboro, Massachusetts 01752 (Telephone (508) 357-2221). To obtain timely delivery of any requested information, holders of existing 4% notes and existing 13% notes must make any request no later than          , 2011 or the date that is no later than five business days prior to the expiration of the exchange offers.

This prospectus, and the documents incorporated by reference herein, contain forward-looking statements regarding management’s expectations, beliefs, strategies, goals, outlook and other non-historical matters. They may often be identified with such words as “we expect,” “we believe,” “we anticipate” or similar indications of future expectations. These statements are neither promises nor guarantees and involve risks and uncertainties. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, statements regarding:

There are numerous risks and uncertainties which could cause our actual results to differ materially from such forward-looking statements, including, for example:

These and additional risks and uncertainties described under “Risk Factors” are among other risks and uncertainties that could cause forward looking statements to be incorrect and may have a material adverse effect upon our business, results of operations and financial condition. We caution readers not to place undue reliance on any forward-looking statements contained in this prospectus, the documents incorporated by reference herein or any “free writing prospectus” we authorize to be delivered to you. Forward-looking statements speak only as of the date they are made and we undertake no obligation to update any such statements, except as otherwise required by applicable law.

We own or have rights to trademarks or trade names that we use in conjunction with the operation of our business. Each trademark, trade name or service mark of any other company appearing in this prospectus or any accompanying prospectus supplement belongs to its holder. Use or display by us of other parties’ trademarks, trade names or service marks is not intended to and does not imply a relationship with, or endorsement or sponsorship by us of, the trademark, trade name or service mark owner.

Evergreen Solar, Inc. is subject to the information requirements of the Securities Exchange Act of 1934, or the Exchange Act, and in accordance with the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our SEC filings are also available to the public from the SEC’s website at http://www.sec.gov.

Evergreen Solar, Inc. has a website located at http://www.evergreensolar.com. The information on this website is not incorporated by reference into this prospectus or any prospectus supplement and you should not consider it part of this prospectus or any prospectus supplement.

The letter of transmittal and consent and all correspondence in connection with the exchange offers and consent solicitation should be sent or delivered by each holder of existing 4% notes or existing 13% notes, or a beneficial owner’s broker, dealer, commercial bank, trust company or other nominee, to the exchange agent at its address or facsimile number set forth below.

Questions concerning tender or consent procedures and requests for additional copies of this prospectus or the letter of transmittal and consent or any of the other accompanying documents may be directed to the information agent at the address and telephone number set forth below.

This prospectus “incorporates by reference” certain information we file with the SEC. The information incorporated by reference is an important part of this prospectus. The incorporated documents contain significant information about us, our business and our finances. Any statement contained in a document which is incorporated by reference into this prospectus is automatically updated and superseded if information contained in this prospectus, or information that we later file with the SEC, modifies or replaces this information. We incorporate by reference the following documents filed with the SEC:

We will provide without charge to each person to whom a prospectus is delivered, on written or oral request of that person, a copy of any or all of the documents we are incorporating by reference into this prospectus, other than exhibits to those documents unless those exhibits are specifically incorporated by reference into those documents. A written request should be addressed to:

To obtain timely delivery of any requested information, holders of existing 4% notes and existing 13% notes must make any request no later than          , 2011 or the date that is no later than five business days prior to the expiration of the exchange offers.

This prospectus is part of a registration statement we filed with the SEC. We have incorporated exhibits into the registration statement. You should read the exhibits carefully for provisions that may be important to you.

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with different or additional information. We are not making an offer of these securities in any state where we have made good faith efforts to comply with state statutes but have been prohibited by administrative or judicial action from making the offer. You should not assume that the information in this prospectus or in the documents incorporated by reference is accurate as of any date other than the date on the front of this prospectus or the date of the applicable documents.

Before deciding whether to participate in the exchange offers and consent solicitation, you should read carefully this prospectus, including the risks described below and the documents incorporated by reference herein. In addition, you should carefully consider, among other things, the matters discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009, our Quarterly Reports for the periods ended April 3, 2010, July 3, 2010 and October 2, 2010 and in other documents that we subsequently file with the Securities and Exchange Commission, all of which are incorporated by reference in this prospectus. The risks and uncertainties described below or incorporated by reference herein are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the risks described below or incorporated by reference herein actually occur, our business, financial condition and results of operations could be materially and adversely affected. The risks described below or incorporated by reference herein also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See “Forward-Looking Statements.”

Our current annual cash interest obligations associated with our outstanding convertible debt is approximately $31.4 million. After giving effect to the exchange offers (assuming that the 4% exchange offer was completed at the 4% maximum amount and at a $500 exchange ratio and that all of the existing 13% notes were tendered in the 13% exchange offer) and the completion of the new 4% notes financing, our expected annual cash interest obligations associated with our outstanding convertible debt would be approximately $18.0 million. In addition, we must repay $36.8 million of loans and related interest payable to Hubei Science and Technology Investment Co., Ltd., an investment fund sponsored by the government of Hubei, China, or HSTIC, by July 24, 2014, in connection with the financing of our China-based wafer manufacturing facility. In addition, we may incur additional debt from time to time to finance working capital, product development efforts, strategic acquisitions, investments and alliances, capital expenditures or other general corporate purposes, subject to the restrictions contained in the indentures governing the existing notes, the new 7.5% notes and the new 4% notes, and in any other agreements under which we incur indebtedness.

Our significant debt and debt service requirements could adversely affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities. For example, our high level of debt presents the following risks:

A failure to comply with the covenants and other provisions in our debt instruments could result in events of default under such instruments, which could permit acceleration of our various outstanding notes. Any required repayment of our indebtedness as a result of acceleration would lower our current cash on hand such that we would not have those funds available for use in our business. In addition, we may not have sufficient cash on hand to pay all such amounts in the event of an acceleration.

Our ability to meet our payment and other obligations depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors, as well as other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flows from operations or that future borrowings will be available to us in amounts sufficient and on terms reasonable to us to support our liquidity needs. If we are not able to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure our indebtedness, sell assets, reduce or delay capital investments, or seek to raise additional capital. If we are unable to successfully refinance or restructure our indebtedness, sell assets, reduce or delay capital investments or raise additional capital, we may have to seek bankruptcy protection.

Our business may not generate cash flow in an amount sufficient to enable us to pay the principal of, or interest on, our indebtedness, including the new notes, or to fund our other liquidity needs, including working capital, capital expenditures, product development efforts, strategic acquisitions, investments and alliances, and other general corporate requirements.

If we cannot fund our liquidity needs, we will have to take actions such as reducing or delaying capital expenditures, product development efforts, strategic acquisitions, investments and alliances, selling assets, restructuring or refinancing our debt, including the new notes, or seeking additional equity capital. Such actions could further negatively impact our ability to generate sufficient cash flows. We cannot assure you that any of these remedies could, if necessary, be effected on commercially reasonable terms, or at all, or that they would permit us to meet our scheduled debt service obligations. In addition, if we incur additional debt, the risks associated with our substantial leverage, including the risk that we will be unable to service our debt or generate enough cash flow to fund our liquidity needs, could intensify.

We will need to generate cash internally or raise significant additional capital to fund our planned expansion of manufacturing facilities beyond the Devens and Wuhan facilities, to acquire complementary businesses and to obtain raw materials or necessary technologies. If adequate capital does not become available when needed on acceptable terms, our ability to fund our operations, further develop and expand our manufacturing operations and distribution network, or otherwise respond to competitive pressures would be significantly limited. In such a case, the stock price of our common stock would likely be materially and adversely impacted.

Our ability to raise capital may be severely hampered by adverse changes in general economic market conditions. The U.S. economy has undergone unprecedented turmoil amid stock market volatility, difficulties in the financial services sector, tightening of the credit markets, softness in the housing markets, concerns of inflation and deflation, reduced corporate profits and capital spending, reduced consumer spending, and continuing economic uncertainties. This turmoil and the uncertainty about future economic conditions could negatively impact our ability to obtain debt or equity financing. The cost and availability of credit has been

The exchange offers and consent solicitation are not contingent on our consummation of the new 4% notes financing contemplated by our recapitalization plan. We cannot assure you that we will be able to consummate the new 4% notes financing. If we fail to consummate the new 4% notes financing, we will need to find other sources of liquidity to meet our future growth needs or will need to take actions such as reducing or delaying capital expenditures, product development efforts, strategic acquisitions, investments and alliances, selling assets, or restructuring or refinancing our debt, including the new notes. If such actions are not successful, we may have to seek bankruptcy protection.

We will be required to make certain Coupon Make Whole Payments with respect to the new notes and payment of Additional Amounts with respect to the new 4% notes upon their conversion. Although we have the option to pay these amounts in cash or shares of common stock, if we do not receive approval from our stockholders at the special meeting to increase our authorized shares of common stock to 240,000,000 shares (after giving effect to the 1-for-6 reverse stock split), under certain circumstances we could be in a position where we do not have sufficient shares to pay all of these amounts by issuing shares, and we would be required to pay these amounts in cash. This could have a material adverse impact on our financial flexibility, our liquidity and our ability to use this cash to fund our operations and expected future growth. In addition, if we did not have sufficient cash to pay these amounts, this non-payment would create an event of default with respect to the new notes. See “— Our high level of debt could adversely affect our ability to fulfill our obligations under the new notes and may place us at a competitive disadvantage in our industry” and “— Servicing our debt, including the new notes, requires a significant amount of cash, and our ability to generate cash may be affected by factors beyond our control.”

If our continuing development efforts regarding our wafer manufacturing technologies are not successful, and we are unable to decrease manufacturing costs, including further reducing silicon consumption, we may not be able to sufficiently reduce the price of our products, which might prevent our products from being competitively priced, and our revenues and gross margins may be negatively impacted.

Although we were formed in 1994 to develop crystalline silicon technology for use in manufacturing solar power products and began shipping product in 1997, we first shipped products at commercial scale in September 2001. Relative to the entire solar industry, we have shipped only a limited number of solar panels and have recognized limited revenues generated by products we have manufactured.

The solar power market is rapidly evolving and is experiencing technological advances, a growth of manufacturers in low cost manufacturing regions and new market entrants. Our future success will require us to scale our manufacturing capacity significantly beyond the capacity of our existing Devens and Wuhan,

The PV market is intensely competitive and rapidly evolving. The number of PV product manufacturers rapidly increased over the past few years as demand for PV products grew substantially. If we fail to attract and retain customers in our target markets for our current and future products, we will be unable to maintain or increase our revenues and market share. Some of our competitors have established more prominent market positions, and if we fail to attract and retain customers and establish successful distribution networks in our target markets for our products, we will be unable to increase our sales. Our competitors include PV divisions of large conglomerates such as BP Solar and Sharp Corporation, as well as integrated manufacturers of PV products such as Kyocera Corporation, Suntech Power Holdings Company Ltd., SolarWorld AG, SunPower Corporation, Trina Solar and Yingli Solar. Many of our existing and potential competitors have a stronger market position than we do, have substantially greater financial, technical and manufacturing resources than we do and have substantially greater access to government support than we do.

We also face competition from new entrants to the PV market, including those that may offer more advanced technological solutions or that have greater financial resources, such as semiconductor manufacturers, several of which have announced their intention to start production of PV components. A significant number of our competitors are developing or currently producing products based on more advanced PV technologies, including thin films, amorphous silicon and other nanotechnologies, which may eventually offer cost advantages over our proprietary wafer manufacturing technology. A widespread adoption of any of these technologies could result in a rapid decline in demand for our products and a resulting decrease in our revenues if we fail to adopt such technologies or are otherwise unable to compete with them. In addition, some of our competitors have become, or are becoming, vertically integrated in the PV industry value chain, from silicon ingot manufacturing to PV system sales and installation. In addition, our competitors may also enter into the polysilicon manufacturing business, which may provide them with additional cost advantages. Furthermore, the entire PV industry also faces competition from conventional energy and non-solar renewable energy providers.

Since our inception, we have incurred significant net losses. We expect to incur additional losses until we achieve substantial manufacturing volumes from our Chinese facility, and if we do not achieve our expected production targets and cost reductions we may not become profitable. Even if we achieve profitability, we may be unable to sustain or increase our profitability in the future if we are not able to sufficiently expand capacity or continue to reduce our costs, which in turn could materially decrease the market value of our common stock. We expect to continue to make significant capital expenditures and anticipate that our expenses will increase as we seek to:

We do not know whether our revenues will grow rapidly enough to absorb these costs, and our limited operating history makes it difficult to assess the extent of these expenses or their impact on our operating results.

On April 21, 2010, the sale of our interest in Sovello was completed. In connection with such sale, our joint venture agreement concerning Sovello was terminated, as well as our undertaking to certain of Sovello’s lenders to support Sovello’s outstanding indebtedness. However, although we have no remaining contractual obligations, the German government could pursue us for repayment of certain German government grant funding previously issued to Sovello in the event Sovello becomes insolvent prior to the first anniversary of the sale. In the event Sovello becomes insolvent prior to April 21, 2011, and is unable to repay the German grant funding it previously received, we could have significant liability for repayment of such funds.

Our ability to plan, construct and equip additional manufacturing facilities is subject to significant risk and uncertainty, including:

If we are unable to develop and successfully operate additional manufacturing facilities, establish contract manufacturing relationships or license our technologies, we may be unable to scale our business to the extent necessary to improve results of operations and achieve profitability. Moreover, there can be no assurance that if we do expand our manufacturing capacity, establish contract manufacturing relationships or license our technologies, we will be able to generate customer demand for our solar power products at these production levels or increase our revenues or achieve profitability.

We manufacture products using materials and components procured from a limited number of suppliers, and certain materials and components we use are proprietary or available only from a limited number of sources, primarily our wafer furnaces and high temperature filament. Our materials and components supply chain, therefore, makes us more susceptible to quality issues, shortages and price changes. If we fail to develop, maintain or expand relationships with suppliers, or if our suppliers fail to supply good quality materials on time that meet our cost requirements and we are unable to find alternative sources, we may be unable to manufacture our products in a timely and cost-effective manner.

Polysilicon is the key raw material, and typically the most expensive component for, solar power products utilizing crystalline silicon wafers. The market price for polysilicon steadily decreased from mid-2008 through early 2010. We purchase polysilicon pursuant to long-term supply contracts, which contain fixed pricing and volume requirements. Although we have been able to renegotiate pricing and volumes under our contracts from time to time, other wafer manufacturers may be able to enter into new long-term contracts or purchase polysilicon on the spot market at lower prices than those to which we have agreed with our suppliers. If the price we pay for polysilicon is significantly higher than the price paid by our competitors, our competitive cost advantage of producing wafers could decrease despite using substantially less silicon in our manufacturing process relative to conventional manufacturing processes.

The solar power market is characterized by continually changing technology requiring improved features, such as increased efficiency, higher power output and lower cost. Our failure to further refine our wafer manufacturing technology and develop and introduce new lower cost solar power products could cause our products to become uncompetitive or obsolete, which could reduce our market share and cause our revenues to decline. A variety of competing solar power technologies are under development by other companies that could result in lower manufacturing costs or higher product performance than those expected for our solar power products. Our development efforts may be rendered obsolete by the technological advances of others, and other technologies may prove more advantageous for the commercialization of solar power products.

We currently sell our solar power products primarily to domestic and international distributors, system integrators, project developers and other resellers, which typically resell our products to end users on a global basis. During the year-to-date period ended October 2, 2010, we sold our solar power products to approximately 70 distributors, system integrators, project developers and other resellers. During this period, approximately 82% of our products were sold to just 10 of these distribution partners. If we are unable to successfully maintain our existing distribution relationships and expand our distribution channels, our revenues and future prospects will be materially harmed. As we seek to grow our revenues by entering new markets in which we have little experience selling our products, our ability to increase market share and revenues will depend substantially on our ability to expand our distribution channels by identifying, developing and maintaining relationships with resellers. We may be unable to enter into relationships with resellers in the markets we target or on terms and conditions favorable to us, which could prevent us from entering these markets or entering these markets in accordance with our plans. Our ability to enter into and maintain relationships with resellers will be influenced by the relationships between these resellers and our competitors, market acceptance of our products and our lower brand recognition as a newer entrant and smaller volume producer.

As of October 2, 2010, approximately 23%, 18% and 15% of our product revenues were generated from sales to IBC Solar AG, Wagner & Co. Solartechnik GmbH and Donauer Solartechnik Vertriebs GmbH, respectively. These companies are in various stages of development, and the loss of sales to any of them or the decline of any of their businesses could materially adversely affect our business, financial condition and results of operation. We anticipate that sales of our solar power products to a limited number of distribution partners will continue to account for a significant portion of our total product revenues for the foreseeable future.

In 2008, we entered into long-term sales agreements with several customers that extend until the end of 2013. These customers have agreed to purchase, in the aggregate, a substantial portion of our estimated total manufacturing output.

The failure of these customers to purchase product as agreed in our contracts, or pay for purchased product, could significantly harm our business, financial condition and results of operations. Given the nature of the market for our products and the terms of our customer contracts, we were required to reduce our prices, reduce contracted volumes and modify other payment terms on occasion during 2009 and 2010. Further price reductions will result in lower revenues and decreased margins. Our sales contracts allow for customers to request price changes based upon current market conditions, and we may have to amend contracts for volumes or pricing, as we did during 2009 and 2010, in order to remain competitive in the marketplace in the future.

As a result of the recent global turmoil in the solar markets generally during 2010, certain of our significant customers have had difficulty meeting their agreed upon payment terms, requiring us to defer certain revenue that we would otherwise have received, and we recorded a doubtful account charge of approximately $6.4 million relating to a receivable from a Korean customer during the third quarter of 2010.

Consistent with standard practice in the solar industry, the duration of our product warranties is lengthy. Our current standard product warranty includes a five-year warranty period for defects in material and workmanship and a 25-year warranty period for declines in power performance beyond specified levels. We believe our warranty periods are consistent with industry practice. Due to the long warranty period, we bear the risk of extensive warranty claims long after we have shipped product and recognized revenues. Although we have sold solar panels since 1997, the substantial majority of them have been operating for less than four years. The possibility of future product failures could cause us to incur substantial expenses to repair or replace defective products. Furthermore, widespread product failures may damage our market reputation and reduce our market share and cause sales to decline.

We rely heavily on the services of our key executive officers and the loss of services of any principal member of our management team could adversely impact our operations. The competition for qualified personnel is intense in our industry. We may not be successful in attracting and retaining sufficient numbers of qualified personnel to support our anticipated growth. However, we cannot guarantee that any employee will remain employed with us for any definite period of time because all of our employees, including our key executive officers, serve at-will and may terminate their employment at any time for any reason.

We expect the cells and panels made for us by Jiawei Solar (Wuhan) Co., Ltd., or Jiawei, will represent a substantial portion of our annual capacity by early 2011. Accordingly, our financial condition, results of operations, business or prospects could be materially adversely affected if we are not successful in our subcontracting relationship with Jiawei in China. The success of this relationship and our activities in China in general are subject to the economic, political and legal conditions or developments in China.

Examples of economic and political developments that could adversely affect us include government control over capital investments or changes in tax regulations that are applicable to us. In addition, a substantial portion of the productive assets in China remain government-owned. The Chinese government also exercises significant control over Chinese economic growth through the allocation of resources, controlling payment of foreign currency denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Additionally, China has historically adopted laws, regulations and policies which impose additional restrictions on the ability of foreign companies to conduct business in China or otherwise place them at a competitive disadvantage in relation to domestic companies. Any adverse change in economic conditions or government policies in China could have a material adverse effect on our overall economic growth and therefore have an adverse effect on our financial condition, results of operations, business or prospects.

We also face risks associated with Chinese laws and the Chinese legal system. China’s legal system is rapidly evolving and, as a result, the interpretation and enforcement of many laws, regulations and rules are not always uniform, and legal proceedings in China often involve uncertainties. The legal protections available to us may therefore be uncertain and may be limited. Implementation of Chinese intellectual property-related laws has historically been lacking, primarily because of ambiguities in Chinese laws and difficulties in enforcement. Accordingly, the intellectual property rights and confidentiality protections available to us in China may not be as effective as in the United States or other countries. In addition, any litigation brought by or against us in China may be protracted and may result in substantial costs and diversion of resources and management attention, and the anticipated outcome would be highly uncertain.

Although we have entered into agreements with Jiawei and have begun construction of a 100 MW wafer facility in Wuhan, China, we are subject to significant risks associated with expanding production in China requiring substantial management by our employees. The completion and start-up of our wafer manufacturing facility in Wuhan or Jiawei’s cell and panel manufacturing facilities may take longer or cost more to complete than anticipated. Further, expansion beyond the first 100 MW facility may be dependent upon its successful execution at greater volumes, and funding from the Chinese government may be less than anticipated or may not be available at all, potentially requiring significantly more capital resources by us.

As a result of the foregoing factors, our financial condition, results of operations, business or prospects may be materially and adversely affected.

Jiawei has needed support from us since we commenced our relationship in 2009. To assist Jiawei in meeting its obligations to us, we loaned Jiawei approximately $12.8 million through October 2, 2010. These loans were made to provide Jiawei with sufficient financing flexibility to establish its cell and panel manufacturing facility as well as for working capital requirements as Jiawei rapidly ramps its operations. If Jiawei is unable to fulfill its obligations to provide cell and panel manufacturing capacity to match our wafer capacity in China, it will negatively impact our ability to increase our production and revenues.

If we fail to meet our obligation to repay HSTIC and repurchase its equity interest in our China-based manufacturing affiliate, Evergreen Solar (China) Co., Ltd., or Evergreen China, pursuant to our agreements with HSTIC when due or upon acceleration, we will be required to relinquish our board and management control of, and potentially forfeit our equity interest in, Evergreen China. In addition, if we fail to meet our obligations to Jiawei pursuant to our manufacturing services agreement, we could be required to sell our equity interest in, or the assets of, Evergreen China to Jiawei, or be required to purchase from Jiawei its equity interests in, or the assets of, its Wuhan, China manufacturing subsidiary. As a result of the foregoing factors, our financial condition, results of operations, business or prospects may be materially and adversely affected.

Significant judgment is required in determining our worldwide liability for U.S. federal, state and international taxes, including income tax, value-added tax and import and export tax. Although we believe that our estimates of such provisions and accruals are consistent with applicable laws and our contractual relationships with customers and suppliers, no assurance can be given that our provisions and accruals for such taxes have been and will be sufficient. If they are not sufficient, or if our exposure to taxes substantially increases, our financial condition, results of operation, business or prospects may be adversely affected.

A substantial portion of the parts and materials used in our products are sourced in foreign countries. For example, substantially all of the silicon we use to manufacture our solar wafers and a significant portion of the frames, glass and other supplies used in our solar panels are imported from Asia because these items are either not available at all or not available at competitive prices from domestic sources. As a result, we are subject to the legal, political, social and regulatory requirements and economic conditions of many jurisdictions other than the United States and we are subject to the difficulties posed by restrictions on foreign trade imposed by the United States, and other countries. A number of trade actions have recently been brought by parties in the United States which aim to restrict the import of certain materials to the United States. One of those actions led to the imposition by the Department of Commerce of significant countervailing and antidumping duties on the framing material we import from our China-based supplier. As a result we face increased costs for these materials until we increase the amount of domestically sourced frames or shift our purchases to another non-Chinese supplier whose prices are competitive and not subject to any countervailing, antidumping or other imposed duties. It is unclear what other trade barriers might be imposed by the United States or other countries, such as export requirements, tariffs, taxes and other restrictions and expenses, and how those actions could increase the prices of our domestic or foreign made products, and the parts and materials used to make our products. Any such increases would make our product offering less competitive in the U.S. or in other countries and adversely impact our results of operations.

We utilize highly flammable materials in our manufacturing processes. By utilizing these materials, we are subject to the risk of losses arising from explosions and fires. Our inability to fill customer orders during an extended business interruption could materially and adversely impact existing distribution partner relationships resulting in market share decreases and reduced revenues.

We believe that the growth of the majority of our target markets depends on the availability and size of government subsidies and economic incentives for solar technology. Today, while declining, the cost of solar power exceeds the cost of power furnished by the conventional electric utility grid. As a result, federal, state and local governmental bodies in many countries have provided subsidies in the form of cost reductions, tax incentives and other incentives to end users, distributors, systems integrators, other resellers and manufacturers of solar power products to promote the use of solar energy and to reduce dependency on conventional forms of energy. In the future, these government subsidies and economic incentives could be reduced or eliminated altogether. For example, German subsidies are designed to decrease annually, and during 2010, the German government announced additional declines in response to the rapidly declining costs of installing solar systems. In addition, the Emerging Renewables Program in California has finite funds that may not last through the current program period. California subsidies have declined in the past and will continue to decline as cumulative installations exceed stated thresholds. Net metering policies in California, which currently cap net metering based upon aggregate customer peak demand, could also limit the amount of solar power installed within California. The reduction or elimination of government subsidies and economic incentives would likely reduce the size of these markets or result in increased price competition, which could cause our revenues to decline.

In addition, China has announced major initiatives to promote the development of its domestic solar industry, including making significant long-term financing available to enable the expansion of local industry participants. By contrast, the Economic Stimulus bill signed by President Obama in February 2009 provides little similar benefits for U.S. solar manufacturers. While we and Jaiwei pursue financing and other incentives available to us in China, we are not significant participants in the Chinese solar industry compared to many of our major competitors. To the extent our competitors are successful in obtaining more assistance from the Chinese government than us, we may be at a disadvantage from a financing standpoint.

The market for solar power products continues to emerge and rapidly evolve, and its future and longer-term success is uncertain. If solar power technology proves unsuitable for widespread commercial deployment, or if demand for solar power products fails to develop sufficiently, we would likely be unable to generate enough revenues to achieve and sustain profitability. In addition, demand for solar power products in the markets and geographic regions that we target may not develop or may develop more slowly than we anticipate. Many factors will influence the widespread adoption of solar power technology and demand for solar power products, including:

Our ability to compete effectively against competing solar power technologies will depend, in part, on our ability to protect our current and future proprietary technology, product designs and manufacturing processes by obtaining, maintaining and enforcing our intellectual property rights through a combination of patents, copyrights, trademarks and trade secrets and also through unfair competition laws. We may not be able to adequately obtain, maintain or enforce our intellectual property rights and information and unauthorized parties may attempt to obtain and use information we regard as proprietary. We also may need to defend our products against infringement or misappropriation claims, either of which could result in the loss of our competitive advantage in the solar power market and materially harm our business and profitability. We face the following risks in protecting our intellectual property and in developing, manufacturing, marketing and selling our products:

In addition, while we pursue a policy of having our employees, consultants and advisors execute proprietary information and invention agreements when they begin working for us, these agreements may not provide meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure. If we fail to maintain trade secrets and patent protection, our potential, future revenues may decrease.

We have entered into license agreements for technologies and intellectual property rights, including an agreement relating to the manufacture of a portion of the high temperature filament we use to produce String Ribbon wafers. Any of our license agreements may be subject to terms and conditions which may limit our ability to use the licensed intellectual property under certain circumstances. For example, our license to manufacture high temperature filament may terminate if we materially breach the license agreement or if we abandon the construction of a manufacturing facility to exploit the licensed technology. We may need to enter into additional license agreements in the future for other technologies or intellectual property rights of third parties. Such licenses, however, may not be available to us on commercially reasonable terms or at all.

The market for electricity generation products is heavily influenced by foreign, federal, state and local government regulations and policies concerning the electric utility industry, as well as internal policies and regulations promulgated by electric utilities. These regulations and policies often relate to electricity pricing and technical interconnection of customer-owned electricity generation. In the United States and in a number of other countries, these regulations and policies are being modified and may continue to be modified.

We anticipate that our solar power products and their installation will be subject to oversight and regulation in accordance with national, state and local laws and ordinances relating to building codes, safety, environmental protection, utility interconnection and metering and related matters. There is also a burden in having to track the requirements of individual states and design equipment to comply with the varying standards. Any new government regulations or utility policies pertaining to our solar power products may result in significant additional expenses to us, our resellers and their customers and, as a result, could cause a significant reduction in demand for our solar power products.

If we fail to comply with present or future environmental laws or regulations we may be required to pay substantial civil or criminal penalties, incur significant capital expenditures, suspend or limit production or cease operations. We use toxic, volatile and otherwise hazardous chemicals in our research and development and manufacturing activities and generate and discharge hazardous emissions, effluents and wastes from these operations. Any failure by us to control the use of or generation of, or to restrict adequately the discharge or disposal of, hazardous substances or wastes or to otherwise comply with the complex, technical environmental regulations governing our activities could subject us to potentially significant monetary damages and penalties, criminal proceedings, third party property damage or personal injury claims, natural resource damage claims, cleanup costs or other costs, or restrictions or suspensions of our business operations. In addition, under some foreign, federal and state statutes and regulations governing liability for releases of hazardous substances or wastes to the environment, a governmental agency or private party may seek recovery of response costs or damages from generators of the hazardous substances or operators of property where releases of hazardous substances have occurred or are ongoing, even if such party was not responsible for the release or otherwise at fault. Also, federal, state or international environmental laws and regulations may ban or restrict the availability and use of certain hazardous or toxic raw materials that are or may be used in producing our products, and substitute materials may be more costly or unsatisfactory in performance. We believe that we either have all environmental permits necessary to conduct our business or have initiated the process to obtain additional or modified environmental permits needed to conduct our business. While we are not aware of any outstanding, material environmental claims, liabilities or obligations, future developments such as the implementation of new, more stringent laws and regulations, more aggressive enforcement policies, or the discovery of unknown environmental conditions associated with our current or past operations or properties may require expenditures that could have a material adverse effect on our business, results of operations or financial condition. Any noncompliance with or incurrence of liability under environmental laws may subject us to adverse publicity, damage our reputation and competitive position and adversely affect sales of our products.

Our Devens, Massachusetts manufacturing facility has been constructed on part of the former Fort Devens Army base, which is associated with contamination caused by prior military activities on and near the site. Fort Devens closed in the early 1990’s and subsequently underwent environmental remediation according to an agreement between the U.S. Environmental Protection Agency and the U.S. Army. As a condition to the lease for the property, we must not disturb existing groundwater monitoring wells and must allow the U.S. Army access to the property to conduct testing and remedial activities. If environmental contamination is found on the Devens site it could be incorrectly attributed to our activities or the U.S. Army could be required to take

In July 2008, we loaned approximately 30 million shares of Evergreen Solar’s common stock to Lehman Brothers International (Europe), or LBIE. None of those shares were returned to us upon demand in September 2008, and 12 million of those shares were ultimately transferred to Lehman Brothers Inc., or LBI, and thereafter to Barclays Capital Inc., or Barclays. We are attempting to recover the value of the 30 million shares as of September 2008 by pursuing a claim against LBIE in its UK insolvency proceedings. LBIE has refused, to date, to acknowledge that this claim has any material value, which may lead to litigation to determine the proper amount of the claim. Whatever the claim amount is ultimately determined to be, that amount would not be paid in full, as LBIE is insolvent. We are also pursuing litigation against LBI and Barclays to recover the 12 million shares that were transferred to them. LBIE and Barclays have moved to dismiss that litigation, and if their motions are denied, we can expect LBIE and Barclays to defend the suit vigorously. We may incur significant legal expenses and allocate management time and attention to the pursuit of the foregoing claim and litigation. Despite our expense and efforts, no assurance can be provided that we will be awarded any damages or recover any of the shares from any Lehman Brothers or Barclays entity.

As previously disclosed, we received notification from Lehman Brothers OTC Derivatives Inc. or LOTC, purporting to terminate the capped call transaction that we entered into concurrent with our senior convertible debt offering in June 2008. On September 25, 2009, we received a letter from LOTC demanding payment of $19,992,487 (plus $340,673 in interest) as payment for the purported termination of the capped call transaction. Recently, LOTC increased its demand to no less than $23,643,902 (plus interest). If litigation is commenced, we will likely incur significant legal expenses and allocate management time and attention to defend against these claims, and cannot predict the outcome of any such claims. If LOTC’s claims are successful, our financial position could be materially and adversely affected.

Section 382 of the U.S. Internal Revenue Code of 1986, as amended, imposes an annual limit on the amount of net operating loss carryforwards that may be used to offset taxable income when a corporation has undergone significant changes in its stock ownership or equity structure. Our ability to use net operating losses may be limited by prior changes in our ownership, by the issuance of shares of common stock upon conversion of the existing notes or new notes, or by the consummation of other transactions. As a result, if we earn net taxable income, our ability to use net operating loss carryforwards to offset U.S. federal taxable income may become subject to limitations, which could potentially result in increased future tax liabilities for us.

Certain provisions of our existing notes and new notes could make it more difficult or more expensive for a third party to acquire us, or may even prevent a third party from acquiring us. For example, upon the occurrence of certain transactions constituting a fundamental change, holders of the existing notes and new notes will have the right, at their option, to require us to repurchase all of their new notes or any portion of the principal amount of such notes. By discouraging an acquisition of us by a third party, these provisions could have the effect of depriving the holders of our common stock of an opportunity to sell their common stock, as applicable, at a premium over prevailing market prices.

The expansion of our distribution network internationally has increased our exposure to fluctuation in currency exchange rates. A substantial portion of our product revenues have been, and are expected to continue to be, denominated in Euros. As a result, a strengthening of the U.S dollar will decrease our expected U.S. dollar revenue and thereby adversely affect our gross and net profit margins.

We often purchase equipment and materials internationally in transactions denominated in foreign currency. As a result of significant currency fluctuations in recent periods that are expected to continue, we are exposed to potential increased costs if the U.S. dollar currency loses value relative to the applicable foreign currency. Such increased costs will adversely impact our future financial condition and results of operations.

The Chinese yuan, in which a growing portion of our manufacturing costs are denominated, is subject to somewhat unique potential for valuation changes as the Chinese government is being continually pressured by its trading partners to allow its currency to float in a manner similar to other major currencies. Any increase in the value of the Chinese yuan may impact our ability to control the cost of our products in the world market. Specifically, the decision by the Chinese government to allow the yuan to begin to float against the U.S. dollar could significantly increase the labor and other costs incurred in the operation of our Wuhan facility and the cost of materials, parts, components and subassemblies we source in China, thereby having a material and adverse effect on our costs and, in turn, our financial condition and results of operations.

To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may enter into hedging transactions in the future, the availability and effectiveness of these transactions may be limited and we may not be able to successfully hedge our exposure at all.

The indentures governing the new notes will not restrict us or our subsidiaries from incurring additional debt, including secured debt. If we or our subsidiaries incur additional indebtedness or liabilities, our ability to pay our obligations on the new notes could be adversely affected. The indentures governing the new notes also will not contain other financial covenants, restrict our ability to repurchase our securities, pay dividends or make restricted payments, or contain covenants or other provisions to afford holders protection in the event of a transaction that substantially increases our level of indebtedness, except for restrictions under the indenture that will govern the new 7.5% notes limiting our and our subsidiaries ability to create liens with respect to certain indebtedness existing under or with respect to equity and equity linked securities. The indentures also will not contain covenants limiting transactions by us with our affiliates or to restrict our entry into agreements that could negatively impact our ability to obtain cash from our subsidiaries to service our obligations under the new notes. One such existing restriction is that Evergreen China is currently prohibited from making dividends or other distributions to us until we have repurchased the equity interests in it held by HSTIC. The absence of these covenants allows us and our subsidiaries to take actions that may adversely impact our ability to repay the new notes.

As part of our recapitalization plan, we will implement a 1-for-6 reverse stock split previously approved by our stockholders. The primary objective of the 1-for-6 reverse stock split is to have the ability to raise the per share trading price of our common stock. We believe that this will, among other things, better enable us to

As we expand our foreign operations, we may in the future depend on cash flows generated by our foreign subsidiaries to service the new notes and our other indebtedness. The ability of our subsidiaries to pay dividends or make other payments or advances to us will depend upon their operating results and will be subject to applicable laws and the terms of agreements entered into by us or our subsidiaries. For example, Evergreen China is currently prohibited from making dividends or other distributions to us until we have repurchased the equity interests in it held by HSTIC. We cannot assure you that cash flow generated by our foreign subsidiaries will be sufficient to service the new notes.

The conversion rate for the new notes will be subject to adjustment for certain events including, but not limited to, the issuance of share dividends on our common stock, the issuance of certain rights or warrants, subdivisions or combinations of our common stock, certain distributions of assets, debt securities, share capital or cash to holders of our common stock and certain issuer tender or exchange offers as described under “Description of New 4% Notes — Conversion Rights — Conversion Rate Adjustments” and “Description of New 7.5% Notes — Conversion Rights — Conversion Rate Adjustments.” Such conversion rates will not be adjusted for other events, such as share issuances for cash or third-party tender offers, that may adversely affect the trading price of the new notes or any shares of common stock. We are not restricted from issuing additional shares of common stock or equity linked securities during the life of the new notes and have no contractual obligation to consider the interests of holders of the new notes in deciding whether to issue shares of common stock. There can be no assurance that an event that adversely affects the value of the new notes, but does not result in an adjustment to the conversion rate, will not occur.

Although you will have the right to require us to purchase the new notes upon a fundamental change, the term “fundamental change” is limited and does not include every event that might substantially affect our capital structure and the value of the new notes and our common stock. A highly leveraged transaction, reorganization, merger, change in control or similar transaction may not necessarily constitute a fundamental change. For example, the term “fundamental change” does not apply to transactions in which 90% of the consideration (excluding cash payments in lieu of fractional shares and cash payments made in respect of dissenters’ appraisal rights) paid for shares of our common stock in a merger or similar transaction which otherwise would constitute a fundamental change consists of publicly traded common stock or if any “person” or “group” of related “persons” becomes the “beneficial owner” of more than 50% of the voting power of our

In addition, it is not certain whether we would be required to purchase the new notes upon certain asset sales, because the meaning of “substantially all” assets, the sale of which would constitute a fundamental change, is not established under applicable law. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under New York law, which governs the indentures and the new notes, or under the laws of Delaware, our jurisdiction of organization. Accordingly, the ability of a holder of new notes to require us to purchase its notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of our assets and those of our subsidiaries taken as a whole to another person or group may be uncertain. See “Description of New 4% Notes — Fundamental Change Permits Holders to Require Us to Purchase New 4% Notes” and “Description of New 7.5% Notes — Fundamental Change Permits Holders to Require Us to Purchase New 7.5% Notes.”

If you hold new notes, you are not entitled to any rights with respect to our common stock (including, without limitation, voting rights and rights to receive any dividends or other distributions on shares of common stock), but you are subject to all changes affecting the common stock. You will only be entitled to rights on the common stock if and when we deliver shares of common stock to you in exchange for your new notes. For example, in the event that an amendment is proposed to our certificate of incorporation or by-laws requiring stockholder approval and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to delivery of the shares of common stock, you will not be entitled to vote on the amendment, although you will nevertheless be subject to any changes in the powers, preferences or special rights of our common stock.

At the applicable maturity, the entire outstanding principal amount of the new notes will become due and payable. In addition, upon the occurrence of a fundamental change, subject to certain conditions, holders of notes may require us to purchase their notes for cash. It is possible that we would not have sufficient funds to repay the notes at maturity or make the required purchase of the notes should we be required to pursuant to the terms of the applicable indenture. We cannot assure you that we would have the financial resources, or would be able to arrange financing on acceptable terms, or at all, to make such payments. A fundamental change may also constitute an event of default under, or result in the acceleration of the maturity of, our other then-existing indebtedness. Our ability to purchase the new notes in cash may be limited by law or the terms of other agreements relating to our indebtedness outstanding at the time. Failure to repay the new notes at maturity or to make the required purchase, as the case may be, would constitute an event of default under the indentures for the new notes, which, in turn, would result in an event of default under certain of our other debt agreements or securities, resulting in acceleration and required repayment of this other debt and further restrict our ability to make payments on, or to purchase, the new notes. See “Description of New 4% Notes — Fundamental Change Permits Holders to Require Us to Purchase New 4% Notes” and “Description of New 7.5% Notes — Fundamental Change Permits Holders to Require Us to Purchase New 7.5% Notes.” Our inability to pay for your new notes at maturity or new notes that are tendered for purchase could result in your receiving substantially less than the principal amount of the new notes.

The new notes will constitute new issues of securities with no established trading market, and we do not intend to list them on any securities exchange. Although the dealer manager has advised us that it currently intends to make a market in the new notes, it is not obligated to do so and may discontinue its market-making

Even if a trading market develops, the new notes may trade at higher or lower prices than their principal amount or purchase price, depending on many factors, including:

Moreover, the market for non-investment grade debt has historically been subject to disruptions that have caused volatility in prices. It is possible that the market for the new notes will be subject to disruptions. A disruption may have a negative effect on you as a holder of the new notes, regardless of our prospects or performance.

Finally, if a large number of holders of the existing notes do not tender their existing notes or tender their existing notes improperly, the limited amount of new notes that would be issued and outstanding after we complete the exchange offers could adversely affect the development of a market for the notes.

The indenture governing the existing 13% notes provides that a holder of existing 13% notes may require us to repurchase all or a portion of such holder’s notes on April 15, 2013 unless less than $50,000,000 in aggregate principal amount of existing 4% notes and any debt (other than “subordinated debt” (as defined in the indenture for the existing 13% notes for this purpose)) used to refinance the existing 4% notes is outstanding. If we do not accept for tender more than $199,207,000 in aggregate principal amount of existing 4% notes, at least $50,000,000 aggregate principal amount of existing 4% notes will remain outstanding after the close of the exchange offers. In addition, if we do not receive approval from our stockholders at the special meeting to increase our authorized shares to 240,000,000 shares (after giving effect to the 1-for-6 reverse stock split), we will be permitted to pay in cash Additional Amounts and Coupon Make Whole Payments with respect to the new 4% notes while any existing 13% notes are still outstanding. This would result in the new 4% notes not constituting “subordinated debt” for purposes of the indenture for the existing 13% notes as described above. If either of these events were to occur, holders of existing 13% notes would continue to be able to require us to repurchase their existing 13% notes in April 2013, which is prior to the maturity of the new notes and the existing 4% notes.

The existing 4% notes will mature on July 15, 2013. The existing 13% notes will mature on April 15, 2015, the new 7.5% notes will mature on April 15, 2017 and the new 4% notes will mature on July 15, 2020. Therefore, the existing 4% notes will mature prior to the maturity date for the existing 13% notes (subject to the rights of the holders of the existing 13% notes to require us to repurchase their notes in April 2013 described above, unless this right terminates upon completion of the 4% exchange offer as described above),

In the past, the price of our common stock has experienced volatility due to a number of factors, some of which are beyond our control. See “— Risks Related to Our Common Stock— The price of our common stock may fluctuate significantly, which could result in substantial losses for our stockholders and subject us to litigation.” Because the conversion value of the new notes will be based upon the value of shares of our common stock, any adverse effect on the trading price of our common stock would, in turn, adversely affect the trading price of the new notes.

Conversion of the new notes will dilute the ownership interest of existing stockholders, including holders who had previously converted their new notes, or may otherwise depress the price of our shares of common stock. The conversion of some or all of the new notes will dilute the ownership interests of existing stockholders. Any sales in the public market of the common stock issuable upon such conversion of the new notes could adversely affect prevailing market prices of our common stock. In addition, the existence of the new notes may encourage short selling by marker participants because the conversion of the new notes could be used to satisfy short positions, or anticipated conversion of the new notes into shares of our common stock could depress the price of our common stock.

The new notes are convertible at our option in certain circumstances as described under “Description of New 4% Notes — Conversion at the Option of the Company” and “Description of New 7.5% Notes — Conversion at the Option of the Company.” Although you will receive a Coupon Make Whole Payment for the New 4% Notes being converted on or prior to January 15, 2015 and for the new 7.5% notes being converted on or prior to April 15, 2015, and, in the case of any conversions of the new 4% notes, the Additional Amount, unless and until we exercise our right to terminate our obligations to pay the Additional Amount, the Coupon Make Whole Payment and the Additional Amount may not adequately compensate you for the lost option value of your notes as a result of the conversion. In addition, the Trigger Price, for conversion of the new 4% notes at our option is intended to provide for conversion of the new 4% notes at our option only when, based on the trading price of our common stock for at least 20 trading days during the 30 consecutive trading day period ending within five trading days prior to the notice of conversion, the value of the shares of our common stock issuable to holders of the new 4% notes upon conversion together with the Additional Amount (assuming for such purposes that the Additional Amount is then payable by us) but not including any Coupon Make Whole Payment, is equal to or greater than the face amount of the existing 4% notes tendered by holders in the 4% exchange offer in exchange for each $1,000 principal amount of new 4% notes issued in the 4% exchange offer. We cannot assure you that the Trigger Price will provide holders of new 4% notes with shares of common stock upon conversion with a value equal to the face amount of such holders’ existing 4% notes tendered for exchange.

The new notes are convertible at our option in certain circumstances. We may elect to convert (i) the new 4% notes on or prior to maturity if the last reported sale price of our common stock is greater than or equal to the Trigger Price (as defined in “Description of New 4% Notes”) for at least 20 trading days during any 30 consecutive trading day period ending within five trading days prior to the notice of our election to convert and (ii) the new 7.5% notes on or prior to maturity if the last reported sale price of our common stock has exceeded 150% of the conversion price of the new 7.5% notes then in effect during the measurement period described above. The notes will not be converted, however, until 15 to 30 days after our notice of conversion.

The terms of the new notes allow holders to require us to purchase the new notes for cash in the event of a fundamental change. A takeover of our company that constitutes a fundamental change would trigger an option of the holder of the new notes to require us to purchase the new notes. This may have the effect of delaying or preventing a takeover of our company that would otherwise be beneficial to investors in the new notes and our common stock.

We have not requested a rating of the new notes from any rating agency and believe it is unlikely that the new notes will be rated. However, if one or more rating agencies rate the new notes and assign the notes a rating lower than the rating expected by investors, or reduce their rating in the future, the market price or liquidity of the new notes and our common stock could be harmed.

The U.S. federal income tax consequences of the exchange offers and of the ownership and disposition of the new notes are uncertain. Depending on whether the existing notes and the new notes are “securities” for U.S. federal income tax purposes, the exchange may be a “recapitalization” or a taxable exchange. See “Material U.S. Federal Income Tax Considerations — Tax Consequences to U.S. Holders — Treatment of Exchange Offers.”

The new notes will be characterized by us as contingent payment debt instruments for U.S. federal income tax purposes. U.S. federal income tax regulations applicable to contingent payment debt instruments generally require a holder that is a U.S. taxpayer to accrue original issue discount at a hypothetical interest rate that generally is substantially higher than the actual stated interest rate on the new notes. In addition, these regulations recharacterize as interest income (taxable at ordinary income rates) virtually all of the payments that would be made under the new notes and any gain realized upon the sale or other disposition (including a redemption or conversion) of the new notes.

For a more detailed summary of these potential adverse tax consequences, see “Material U.S. Federal Income Tax Considerations — Tax Consequences to U.S. Holders — Treatment of Ownership and Disposition of the New Notes and Common Stock — Characterization as Contingent Payment Debt Instruments.” Investors considering the exchange of existing notes for new notes should consult with their own tax advisors concerning such consequences and the potential impact in their particular circumstances.

We will recognize cancellation of debt income for U.S. federal income tax purposes upon the issuance of the new notes in satisfaction of the existing notes. We expect that substantially all of such cancellation of debt income will be offset by our available net operating losses for U.S. federal income and state tax purposes. As described above, the use of such net operating losses may be subject to limitations.

The conversion rates of the new notes are subject to adjustment in certain circumstances, including the payment of certain cash dividends. If the conversion rate is adjusted as a result of a distribution that is taxable to our common stockholders, such as a cash dividend, you will be deemed to have received for U.S. federal income tax purposes a taxable dividend to the extent of our earnings and profits without the receipt of any cash. In addition, a failure to adjust (or adjust adequately) the conversion rate after an event that increases your proportionate interest in us could be treated as a deemed taxable dividend to you. Any such deemed dividend may be subject to U.S. federal withholding tax or backup withholding, which may be set off against subsequent payments on the notes. See “Material U.S. Federal Income Tax Considerations.”

The accounting treatment for convertible debt securities that may be settled in cash is complex and impacts our reported interest expense.

Based on the cash settlement features of the debt, we must classify a portion of the principal amount of the new notes as debt and a portion of the new notes as equity. Valuation of these components requires us to make certain significant estimates and judgments. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Some of the assumptions are not readily apparent or available and therefore actual results may differ from these estimates under different assumptions or conditions.

In addition, the accounting treatment for complex convertible debt securities is subject to frequent scrutiny by the accounting authorities and is subject to change. Currently, we do not expect any changes in the accounting requirements; however, we cannot predict whether or when any change could be made. Any change could have an adverse effect on our reported interest expense, which could adversely affect the trading price of our new notes or our common stock.

In addition, if we do not receive approval from our stockholders at the special meeting to increase our authorized shares to 240,000,000 shares (after giving effect to the 1-for-6 reverse stock split), then we may be required to separately account for the holder’s ability to convert the new notes into our shares at the option’s fair value and we would then be required to record mark-to-market adjustments to the carrying value of the option in our financial statements each reporting period. Such mark-to-market adjustments require a significant amount of judgment and could materially impact our reported financial results as long as the new notes are outstanding.

No deduction is allowed for U.S. federal income tax purposes for interest paid on a disqualified debt instrument. A disqualified debt instrument generally includes any indebtedness of a corporation which is payable in equity of the issuer. Although we believe and intend to take the position that the new notes are not disqualified debt instruments, the new notes may be treated as disqualified debt instruments, and we may be prohibited from deducting the interest due on the new notes. In addition, under the rules applicable to certain high yield debt obligations, deductions for interest expense and original issue discount may be deferred or disallowed for U.S. federal income tax purposes.

Unless certificated new notes are issued in exchange for book-entry interests in the new notes, owners of the book-entry interests will not be considered owners or holders of new notes. Instead, DTC, or its nominee, will be the sole holder of the new notes. Payments of principal, interest and additional amounts or coupon make whole payments owing on or in respect of the new notes in global form will be made to the paying agent, which will make payments to DTC. Thereafter, such payments will be credited to DTC participants’

The new 4% notes are not secured by our assets and will be subordinated to the new 7.5% notes, the existing 13% notes and any other senior indebtedness we may incur. The new 4% notes will not be subordinated to the existing 4% notes. The new 4% notes will also be effectively subordinated to the existing 13% notes and to all of our existing and future secured indebtedness to the extent of the value of the collateral securing such debt. The effect of this subordination is that, in the event of our bankruptcy, liquidation, dissolution, reorganization or similar proceeding, our assets could not be used to pay holders of the new 4% notes until after the claims of the holders of the new 7.5% notes, the existing 13% notes, any other senior indebtedness to the secured claims of the holders of the existing 13% notes and any other secured indebtedness outstanding at such time had been fully paid. In addition, the new 4% notes will rank pari passu with the existing 4% notes. As a result, there may not be sufficient assets remaining to pay amounts due on any or all of the outstanding new 4% notes.

In addition, the new 4% notes are obligations exclusively of Evergreen Solar and will not be guaranteed by any of our existing or future subsidiaries. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due with respect to the new notes or to make any funds available therefor, whether by dividends, loans or other payments. Any payment of dividends, distributions, loans or advances by our subsidiaries will also be contingent upon our subsidiaries’ earnings and could be subject to contractual restrictions. In the event of the insolvency, bankruptcy, liquidation, reorganization, dissolution or winding up of the business of any of our subsidiaries, creditors of our subsidiaries generally will have the right to be paid in full before any distribution is made to us or the holders of the new 4% notes. In addition, even if we were a creditor of any of our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us. Accordingly, the new 4% notes will be structurally subordinated in right of payment to all of the existing and future debt and other obligations of our subsidiaries. This subordination could adversely affect our ability to pay our obligations on the new 4% notes.

As of October 2, 2010, on a pro forma basis as if the exchange offers, consent solicitation and new 4% notes financing had occurred as of such date (assuming that the 4% exchange offer was completed at the 4% maximum amount and at a $500 exchange ratio and that all of the existing 13% notes were tendered in the 13% exchange offer), we would have had no secured indebtedness outstanding, we would have had approximately $165.0 million of senior indebtedness outstanding (not including the existing 4% notes, which will not constitute senior debt under the new 4% indenture) we would have had $49.2 million of existing 4% notes outstanding, which will be pari passu with the new 4% notes, and our subsidiaries would have had existing indebtedness and other liabilities (including trade payables but excluding intercompany liabilities) of approximately $43.9 million, all of which would be effectively senior in right of payment to the new 4% notes.

In addition, the indenture governing the new 4% notes does not restrict us or our subsidiaries from incurring debt (including senior debt) in the future. The incurrence by us of additional senior debt or by our subsidiaries of additional debt and other liabilities will increase the risks described above.

At any time after the one year anniversary of the date of original issuance of the new 4% notes, we may, at our option, terminate the right of holders of new 4% notes to receive an Additional Amount of $300 for every $1,000 principal amount of new 4% notes converted, subject to 20 trading days prior notice. Therefore, if we elect to terminate this right, you will not be able to receive the Additional Amount unless you convert your new 4% notes prior to such termination.

The new 7.5% notes are not secured by our assets, will be our general senior unsecured obligations, will rank senior in right of payment to all of our existing and future indebtedness that is, by its terms, expressly subordinated in right of payment to the new 7.5% notes, and will rank pari passu in right of payment with all of our existing and future indebtedness that is not so subordinated, but will be effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the collateral securing such debt. The effect of this subordination is that, in the event of our bankruptcy, liquidation, dissolution, reorganization or similar proceeding, our assets could not be used to pay holders of the new 7.5% notes until after the secured claims of any other secured indebtedness outstanding at such time had been fully paid. As a result, there may not be sufficient assets remaining to pay amounts due on any or all of the outstanding new 7.5% notes.

In addition, the new 7.5% notes are obligations exclusively of Evergreen Solar and, unlike the existing 13% notes, will not be guaranteed by any of our existing or future subsidiaries. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due with respect to the new notes or to make any funds available therefor, whether by dividends, loans or other payments. Any payment of dividends, distributions, loans or advances by our subsidiaries will also be contingent upon our subsidiaries’ earnings and could be subject to contractual restrictions. In the event of the insolvency, bankruptcy, liquidation, reorganization, dissolution or winding up of the business of any of our subsidiaries, creditors of our subsidiaries generally will have the right to be paid in full before any distribution is made to us or the holders of the new 7.5% notes. In addition, even if we were a creditor of any of our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us. Accordingly, the new 7.5% notes will be structurally subordinated in right of payment to all of the existing and future debt and other obligations of our subsidiaries. This subordination could adversely affect our ability to pay our obligations on the new 7.5% notes.

As of October 2, 2010, on a pro forma basis as if the exchange offers, consent solicitation and new 4% notes financing had occurred as of such date (assuming that the 4% exchange offer was completed at the 4% maximum amount and at a $500 exchange ratio and that all of the existing 13% notes were tendered in the 13% exchange offer), we would have had no secured indebtedness outstanding, we would have had approximately $49.2 million of unsecured and unsubordinated indebtedness (in the form of the existing 4% notes still outstanding) that would be pari passu in right of payment to the new 7.5% notes outstanding, and our subsidiaries would have had approximately $43.9 million of existing indebtedness and other liabilities outstanding (including trade payables but excluding inter-company obligations).

In addition, the indenture governing the new 7.5% notes does not restrict us or our subsidiaries from incurring debt (including secured debt) in the future except for the restriction on creating liens with respect to certain indebtedness existing under or with respect to equity and equity linked securities. The incurrence by us of additional secured debt or by our subsidiaries of additional debt and other liabilities will increase the risks described above.

The existing 4% notes and the existing 13% notes mature in 2013 and 2015, respectively. The new 4% notes and the new 7.5% notes will mature in 2020 and 2017 respectively. If, following the maturity date of your existing notes but prior to the maturity date of the new notes, we were to become subject to a bankruptcy or similar proceeding, the holders of existing notes who did not exchange their existing notes for new notes could have been paid in full and there would exist a risk that holders of existing notes who exchanged their existing notes for new notes would not be paid in full, if at all. Your decision to tender your existing notes should be made with the understanding that the lengthened maturity of the new notes exposes you to the risk of nonpayment for a longer period of time.

We will issue the new notes in exchange for your existing notes only if you tender the existing notes and deliver a properly completed and duly executed letter of transmittal and consent or the electronic transmittal through DTC’s ATOP, which binds holders of the existing notes to the terms of the applicable letter of transmittal and consent, and other required documents before expiration of the exchange offers. You should allow sufficient time to ensure timely delivery of the necessary documents. Neither the exchange agent nor we are under any duty to give notification of defects or irregularities with respect to the tenders of existing notes for exchange. If you are the beneficial owner of existing notes that are registered in the name of your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender in the exchange offers, you should promptly contact the person in whose name your existing notes are registered and instruct that person to tender and provide consents (if applicable) on your behalf.

A holder should specify the exchange ratio for the 4% existing notes tendered by such holder in the letter of transmittal and consent described in a “Description of the Exchange Offers and Consent Solicitation — Procedures for Tendering Existing Notes and Delivering Consents.” If a holder of existing 4% notes does not specify the exchange ratio, the holder will be treated as accepting the 4% clearing exchange ratio, which may have the effect of lowering the 4% clearing exchange ratio and could result in a holder’s existing 4% notes being exchanged at the minimum $425 exchange ratio.

If we consummate the 4% exchange offer without also consummating the 13% exchange offer and the consent solicitation, the existing 13% notes will continue to have the benefit of the security interest and the indenture governing the existing 13% notes will continue to contain the restrictive covenants and events of default that would be eliminated in the 13% exchange offer and consent solicitation. These restrictive covenants include covenants that would prevent us from redeeming the new 4% notes at our option or making Coupon Make Whole Payments or payment of the Additional Amount upon conversion in cash. In addition, the existing 13% notes mature on April 15, 2015, five years prior to the maturity date of the new 4% notes. Even if we consummate the 13% exchange offer and related consent solicitation and eliminate these restrictive covenants and provisions, we can redeem the existing 4% notes at our option and make Coupon Make Whole Payments or payment of the Additional Amount upon conversion in cash only after our existing 13% notes are no longer outstanding, and subject to the subordination provisions of the new 4% notes indenture.

If we consummate the 13% exchange offer without also consummating the 4% exchange offer, we will continue to have a high level of debt outstanding, including $249.2 million of existing 4% notes, which could adversely affect our ability to operate our business and service our debt. See “— Risks Related to Our Industry, Products, Financial Results and Operations — Our high level of debt could adversely affect our ability to fulfill our obligations under the new notes and may place us at a competitive disadvantage in our industry.” In addition, holders of the existing 13% notes will continue to have the ability to require us to repurchase all or a portion of such holders’ notes on April 15, 2013 under the terms of the existing 13% notes indenture.

We are not obligated to complete the exchange offers and consent solicitation under certain circumstances and unless and until certain conditions are satisfied, as described more fully below in “Description of the Exchange Offers and Consent Solicitation — Conditions to the Exchange Offers and the Consent Solicitation.” Even if the exchange offers and consent solicitation are completed, they may not be completed on the schedule described in this prospectus. Accordingly, participating holders may have to wait longer than expected to receive their new notes, during which time those holders will not be able to effect transfers of their existing notes tendered in the exchange offers.

Our board of directors has made no determination that the consideration to be received in the exchange offers represents a fair valuation of either the existing notes or the new notes. We have not obtained a fairness opinion from any financial advisor about the fairness to us or to you of the consideration to be received by holders of existing notes. Accordingly, none of Evergreen Solar, our officers, our board of directors, the dealer manager, the exchange agent, the information agent or any other person authorized by us is making any recommendation as to whether or not you should tender your existing notes for exchange pursuant to the exchange offers or deliver a consent pursuant to the consent solicitation.

Although we do not currently intend to do so, following the expiration of the exchange offers, we may, to the extent permitted by applicable law, purchase existing notes in the open market, in privately negotiated transactions, through subsequent tender or exchange offers or otherwise. Any other purchases may be made on the same terms or on terms that are more or less favorable to holders than the terms of these exchange offers. We also reserve the right to repurchase any existing notes not tendered. If we decide to repurchase existing notes on terms that are more favorable than the terms of the applicable exchange offer, those holders who decide not to participate in the applicable exchange offer could be better off than those that participated in the applicable exchange offer.

The proposed amendments to the indenture governing the existing 13% notes would eliminate the security interest in favor of the holders and would delete many of the restrictive covenants and certain events of default in the indenture governing the existing 13% notes. If the proposed amendments become effective, holders of existing 13% notes that remain outstanding after the completion of the exchange offers and consent solicitation will no longer be entitled to the benefit of a secured position or any of those covenants, events of default and

The subordination provisions of the new 4% notes will provide that the new 4% notes rank pari passu with the existing 4% notes. The effect of this ranking is that, in the event of our bankruptcy, liquidation, dissolution, reorganization or similar proceeding, holders of existing 4% notes will participate ratably with holders of our new 4% notes.

The indenture governing the existing 13% notes provides that a holder of existing 13% notes may require us to repurchase all or a portion of such holder’s notes on April 15, 2013, unless less than $50,000,000 in aggregate principal amount of existing 4% notes and any other debt (other than “subordinated debt” (as defined in the indenture for the existing 13% notes for this purpose)) used to refinance the existing 4% notes is outstanding. If more than $199,207,000 in aggregate principal amount of existing 4% notes is exchanged in the 4% exchange offer, less than $50,000,000 aggregate principal amount of existing 4% notes will remain outstanding after the close of the exchange offers. In addition, if we receive approval from our stockholders at the special meeting to increase our authorized shares to 240,000,000 shares (after giving effect to the 1-for-6 reverse stock split), we will not be permitted to pay in cash Additional Amounts and Coupon Make Whole Payments with respect to the new 4% notes while any existing 13% notes are still outstanding. This would result in the new 4% notes constituting “subordinated debt” for purposes of the indenture for the existing 13% notes as described above. If both of these events were to occur, holders of existing 13% notes would not be able to require us to repurchase their existing 13% notes in April 2013 and may have to hold such notes until maturity in 2015, if not converted into shares of common stock prior to such date.

The trading market for existing notes that are not exchanged could become more limited than the existing trading market for the existing notes and could cease to exist altogether due to the reduction in the principal amount of the existing notes outstanding upon consummation of the exchange offers. A more limited trading market might adversely affect the liquidity, market price and price volatility of the existing notes. If a market for existing notes that are not exchanged exists or develops, the existing notes may trade at a discount to the price at which they would trade if the principal amount outstanding were not reduced. There can, however, be no assurance that an active market in the existing notes will exist, develop or be maintained, or as to the prices at which the existing notes may trade, after the exchange offers are consummated.

Any issuance of equity, convertible or exchangeable securities, including for the purposes of financing acquisitions, expanding our business or restructuring our outstanding indebtedness, may have a dilutive effect on our existing stockholders. In addition, the perceived risk associated with the possible issuance of a large number of shares or securities convertible or exchangeable into a large number of shares of common stock could cause some of our stockholders to sell their stock, thus causing the price of our stock to decline.

In addition, future sales of substantial amounts of our currently outstanding common stock in the public market, or the perception that such sales could occur, could adversely affect prevailing trading prices of our common stock and could impair our ability to raise capital through future offerings of equity or equity-related securities. We cannot predict what effect, if any, future sales of our common stock, or the availability of shares for future sales, will have on the market price of our stock. As of October 2, 2010, we had:

In connection with a multi-year polysilicon supply agreement and pursuant to a stockholders agreement, each of which we entered into with OCI Company Ltd., formerly DC Chemical Co., Ltd, or OCI, in April 2007, OCI owned approximately 15,698,125 shares of our common stock as of May 14, 2010, many of which were originally subject to transfer restrictions. The restrictions on such shares of common stock recently lapsed and all of OCI’s shares are freely tradable. In addition, we are obligated to file a registration statement covering OCI’s shares unless we obtain a waiver of such obligation from OCI.

To the extent we issue common stock upon conversion of the notes, such conversion could dilute the ownership interests of existing stockholders, including holders who had previously converted their notes. Sales of our common stock in the public market or sales of any of our other securities could dilute ownership and earnings per share, and even the perception that such sales could occur could cause the market price of our common stock to decline. In addition, the existence of our new notes and existing notes may encourage short selling of our common stock by market participants who expect that the conversion of the notes could depress the prices of our common stock. The market price of our common stock could also decline as a result of sales of shares of our common stock made after this offering or the perception that such sales could occur.

The trading price of our common stock has been and may continue to be volatile. The closing sale prices of our common stock, as reported by The Nasdaq Global Market, have ranged from $0.60 to $1.80 for the 52-week period from December 4, 2009 to December 3, 2010. Our operating performance will significantly affect

Our quarterly revenue, operating results and market price of our common stock have fluctuated significantly in the past and may fluctuate significantly from quarter to quarter in the future due to a variety of factors, including:

We anticipate that our operating expenses will continue to increase significantly, particularly as we develop our internal infrastructure to support our anticipated growth in China. If our product revenues in any quarter do not increase correspondingly, our net losses for that period will increase. Moreover, given that a significant portion of our operating expenses is largely fixed in nature and cannot be quickly reduced, if our product revenues are delayed or below expectations, our operating results are likely to be adversely and disproportionately affected. For these reasons, quarter-to-quarter comparisons of our results of operations are not necessarily meaningful and you should not rely on results of operations in any particular quarter as an indication of future performance. If our quarterly revenue or results of operations fall below the expectations of investors or public market analysts in any quarter, the market value of our common stock would likely decrease, and it could decrease rapidly and substantially.

Our common stock is currently quoted on The Nasdaq Global Market under the symbol “ESLR”. On July 1, 2010, we received a deficiency letter from The Nasdaq Global Market stating that, based on the closing bid price of our common stock for the 30 consecutive business days preceding such date, we no longer meet the minimum $1.00 per share requirement for continued listing on The Nasdaq Global Market under Marketplace Rule 5450(a)(1). We have a 180 calendar day grace period in which to regain compliance with the minimum bid price rule and we continue to monitor the bid price for our common stock and consider options available to achieve compliance with the Nasdaq listing standards. We plan to submit an application to Nasdaq to move our common stock from The Nasdaq Global Market to The Nasdaq Capital Market. By switching markets prior to December 28, 2010, we will have an additional 180-day grace period to regain compliance with the minimum bid price rule.

We have sought and obtained approval from our stockholders to effect a 1-for-6 reverse stock split, which is intended to increase the per share trading price of our common stock. It is possible, however, that the reverse stock split will not accomplish our objective permanently or for a meaningful period of time. If the reverse stock split fails to adequately increase the trading price of our common stock for a meaningful period of time or our stock does not otherwise appreciate to meet the Nasdaq requirement, and we are therefore unable to meet the listing requirements of The Nasdaq Global Market, or The Nasdaq Capital Market if our application is approved, for that or any other reason, our stockholders will be adversely affected.

Among other adverse consequences of a delisting, there will likely cease to be a trading market for our shares other than in the Pink Sheets or the OTC Bulletin Board. It could become more difficult to dispose of, or obtain accurate quotations for the price of, our common stock, and there would likely also be a reduction in our coverage by security analysts and the news media, which could cause the price of our common stock to decline further. In addition, in the event that our common stock is delisted, the holders of our existing notes will have the right to require us to repurchase their notes, which we likely would be unable to do.

On May 13, 2010, we filed a registration statement on Form S-3 to register our debt and equity securities, including shares of our common stock, preferred stock, warrants to purchase common stock and/or preferred stock, and units consisting of two or more of these classes or series of securities. We may sell any combination of these securities in one or more offerings, over a period of up to 3 years, up to an aggregate offering price of $200,000,000, on terms to be determined at the time of offering. We expect to complete the proposed new 4% notes financing using this shelf registration statement. If we issue all of the securities included in the shelf registration in one or more offerings, there could be a substantial dilutive effect on our common stock and an adverse effect on the price of our common stock. Even without our selling any shares, the existence of the shelf registration could also have an adverse impact on our share price if the market expects an increase in our shares outstanding.

The trading market for our common stock is influenced by the research and reports that industry or securities analysts publish about us, our business or our market. If one or more of the analysts who cover us were to adversely change their recommendation regarding our stock, our stock price would likely decline. If one or more of these analysts ceases coverage of our company or fails to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

We have never declared or paid any cash dividends on our common stock. We anticipate that we will retain our future earnings, if any, to support our operations and to finance the growth and development of our business and do not expect to pay cash dividends in the foreseeable future. As a result, the success of an investment in our common stock will depend upon any future appreciation in the value of our common stock. There is no guarantee that our common stock will appreciate in value or even maintain its current price.

Provisions of our certificate of incorporation and by-laws, each as amended, as well as Delaware law, could make it more difficult and expensive for a third party to pursue a tender offer, change in control transaction or takeover attempt that is opposed by our board of directors. Stockholders who wish to participate in these transactions may not have the opportunity to do so. We also have a staggered board of directors, which makes it difficult for stockholders to change the composition of our board of directors in any one year. If a tender offer, change in control transaction, takeover attempt or change in our board of directors is prevented or delayed, the market price of our common stock could decline. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging takeover attempts in the future.

Our certificate of incorporation authorizes us to issue up to 27,227,668 shares of preferred stock, including up to 26,227,668 shares of Series A Convertible Preferred Stock and up to 375 shares of Series B Convertible Preferred Stock, or, collectively, the Series Preferred Stock, with designations, rights and preferences determined from time-to-time by our board of directors. Accordingly, our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion,

The following answers to questions that you may have as a holder of existing notes highlight selected information included elsewhere or incorporated by reference in this prospectus. To fully understand the exchange offers and consent solicitation and the other considerations that may be important to your decision about whether to participate, you should carefully read this prospectus in its entirety, including the section captioned “Risk Factors,” as well as the information incorporated by reference in this prospectus. See “Incorporation of Certain Documents by Reference.” For further information about us, see the section of this prospectus captioned “Where You Can Find More Information.”

Evergreen Solar, Inc., a Delaware corporation, is offering to exchange (i) an aggregate principal amount of up to $100,000,000 of new 4.0% Convertible Subordinated Additional Cash Notes due 2020, or new 4% notes, for an aggregate principal amount of up to $200,000,000 of our outstanding 4.0% Senior Convertible Notes due 2013, or existing 4% notes and (ii) an aggregate principal amount of up to $165,000,000 of new 7.5% Convertible Senior Notes due 2017, or new 7.5% notes, for an aggregate principal amount of up to $165,000,000 of our outstanding 13.0% Convertible Senior Secured Notes due 2015, or existing 13% notes.

We believe that the exchange offers are an important component of our recapitalization plan to strengthen our balance sheet to enable us to better execute our business strategy. The exchange offers will allow us to substantially reduce our outstanding indebtedness and annual interest expense, exchange a portion of our existing debt for new debt with longer maturities, create a capital structure that we believe is more likely to cause the holders of our convertible debt to convert into common stock (which would further accomplish our long term goal of substantially reducing outstanding debt) and increase our flexibility to manage our business by eliminating certain restrictive covenants and the security interest contained in the existing 13% notes. If more than $199,207,000 in aggregate principal amount of our existing 4% notes are tendered and accepted in the 4% exchange offer the right of holders of existing 13% notes to require us to repurchase such holders’ notes in April 2013 would also be eliminated. The purpose of the consent solicitation is to adopt the proposed amendments, which will release the security interest and all of the collateral securing our obligations under the existing 13% notes, terminate the existing collateral documents and eliminate many of the restrictive covenants and certain events of default in the indenture governing the existing 13% notes.

Any holder of existing 4% notes may participate in the 4% exchange offer and any holder of existing 13% notes may participate in the 13% exchange offer and consent solicitation, subject to the limits of those exchange offers.

The 4% exchange offer is being conducted as a modified “Dutch auction” pursuant to which holders of existing 4% notes will have the opportunity to specify an exchange ratio at which they would be willing to exchange existing 4% notes for new 4% notes. Holders must submit tenders in the range from $425 principal amount (referred to as the 4% minimum exchange ratio) to $500 principal amount of new 4% notes that would be issued for each $1,000 principal amount of existing 4% notes surrendered for exchange by such holder.

We will accept existing 4% notes tendered beginning with the 4% minimum exchange ratio and continuing in order of increasing increments of $2.50 in new 4% notes per $1,000 principal amount of existing 4% notes, until the aggregate principal amount of accepted existing 4% notes tendered equals $200,000,000 (including any subsequent increase in such amount, referred to as the 4% maximum amount). The highest exchange ratio specified with respect to existing 4% notes accepted for exchange in this process is referred to as the 4% clearing exchange ratio. If the aggregate principal amount of existing 4% notes tendered in the 4%

If your existing 4% notes are accepted for exchange in the 4% exchange offer, you will receive new 4% notes with the characteristics described under “Summary — Summary of the New 4% Notes” and “Description of New 4% Notes.” For a description of the material differences between the new 4% notes and the existing 4% notes, see “Description of Material Differences between the New 4% Notes and Existing 4% Notes.”

If your existing 13% notes are accepted for exchange in the 13% exchange offer, you will receive new 7.5% notes with the characteristics described under “Summary — Summary of the New 7.5% Notes” and “Description of New 7.5% Notes.” For a description of the material differences between the new 7.5% notes and the existing 13% notes, see “Description of Material Differences between the New 7.5% Notes and Existing 13% Notes.”

As part of the modified “Dutch auction” procedures being used for the existing 4% notes, in order to specify the amount of new 4% notes for which you are willing to exchange your existing 4% notes, you must indicate the 4% exchange ratio (between $425 and $500, in multiples of $2.50 per $1,000 principal amount) at which you wish to tender your existing 4% notes in the section of the letter of transmittal and consent captioned “Description of Existing 4% Notes Tendered — Principal Amount of New 4% Notes per $1,000 Principal Amount of Existing 4% Notes in Increments of $2.50 (not greater than $500 or less than $425)” (if you hold the existing 4% notes in physical form) or by instructing the registered holder of your existing 4% notes (if you hold your existing 4% notes through a broker, dealer, commercial bank, trust company or other nominee). Alternatively, if you wish to maximize the chance that we will exchange your existing 4% notes, you should refrain from specifying the 4% exchange ratio at which you are tendering your existing 4% notes, in which case you will be treated as accepting the 4% clearing exchange ratio. You should understand that not specifying the 4% exchange ratio at which your existing 4% notes are being tendered may have the effect of lowering the 4% clearing exchange ratio for existing 4% notes in the 4% exchange offer, and could result in your existing 4% notes being exchanged at the minimum $425 exchange ratio. See “Description of the Exchange Offers and Consent Solicitation — Procedures for Tendering Existing Notes and Delivering Consents.”

In the event that the aggregate principal amount of existing 4% notes validly tendered on or prior to the expiration date exceeds $200,000,000, then we will accept for exchange the existing 4% notes that are validly tendered and not properly withdrawn at or below the 4% clearing exchange ratio on a pro rata basis up to the 4% maximum amount from among such tendered existing 4% notes. We will make appropriate adjustments to avoid exchanging existing 4% notes in a principal amount other than an integral multiple of $1,000. See “Description of the Exchange Offers and Consent Solicitation — Procedures for Tendering Existing Notes and Delivering Consents.”

Existing 4% notes not exchanged in the 4% exchange offer will be returned to the registered holder at our expense promptly after the expiration or termination of the 4% exchange offer. See “Description of the

You may select which of your tendered existing 4% notes you would like exchanged first in the event of such a pro rata acceptance of tendered existing notes by indicating such preference in the section of the letter of transmittal and consent captioned “Description of Existing Notes Tendered” (if you hold the existing notes in physical form) or by instructing the registered holder of your existing notes (if you hold your existing notes through a broker, dealer, commercial bank, trust company or other nominee).

If the aggregate principal amount of existing 4% notes tendered in this exchange offer is less than the 4% maximum amount, we will accept all existing 4% notes tendered, and the highest exchange ratio specified with respect to any existing 4% notes tendered will be the 4% clearing exchange ratio. In addition, if $199,207,000 or less in aggregate principal amount of existing 4% notes is exchanged in the 4% exchange offer, at least $50,000,000 million aggregate principal amount of existing 4% notes will remain outstanding after the close of the 4% exchange offer. If this occurs, holders of existing 13% notes would continue to have the ability to require us to purchase all or a portion of such holder’s existing 13% notes on April 15, 2013, as provided for in the indenture governing the existing 13% notes.

In order for the proposed amendments to the existing 13% notes to be adopted, we must receive valid consents, not validly withdrawn, from holders of at least seventy-five percent, or $123,750,000, in aggregate principal amount of the existing 13% notes.

No. Holders of existing 13% notes may not deliver consents to the proposed amendments without tendering their existing 13% notes in the 13% exchange offer, nor may they tender their existing 13% notes in the 13% exchange offer without also delivering their consents to the proposed amendments.

Our obligation to complete the exchange offers and consent solicitation is conditioned upon, among other things, (i) the effectiveness of the registration statement of which this prospectus forms a part, (ii) with respect to the 13% exchange offer and the consent solicitation our receipt of valid tenders and consents, not validly withdrawn or revoked, of at least $123,750,000 in aggregate principal amount of the existing 13% notes and (iii) the other conditions described in “Description of the Exchange Offers and Consent Solicitation — Conditions to the Exchange Offers and Consent Solicitation — Registration and Combined General Conditions.”

Subject to applicable law, we may terminate or withdraw the exchange offers or consent solicitation if any of the conditions are not satisfied or waived prior to the expiration date. We may also extend the exchange offers and consent solicitation from time to time until the conditions are satisfied or waived.

Although we have no present plans or arrangements to do so, we reserve the right to amend, modify or waive, at any time, the terms and conditions of the exchange offers and consent solicitation (with the exception of the registration conditions, minimum consent condition and the Nasdaq stockholder approval condition), subject to applicable law. We will give you notice of any amendments, modifications or waivers as and if required by applicable law.

No. The 4% exchange offer is not conditioned on the consummation of the 13% exchange offer and we may complete the 4% exchange offer without completing the 13% exchange offer.

No. The 13% exchange offer is not conditioned on the consummation of the 4% exchange offer and we may complete the 13% exchange offer without completing the 4% exchange offer.

Yes. The 13% exchange offer is conditioned on our receipt of valid tenders, not validly withdrawn, of at least $123,750,000 in aggregate principal amount of existing 13% notes.

The 4% exchange offer does not have a minimum tender condition.

There is no established reporting or trading system for the existing notes, nor will there be for the new notes. We believe that trading in the existing notes has been limited. Our common stock is currently listed on The Nasdaq Global Market under the symbol “ESLR.” On July 1, 2010, we received a deficiency letter from The Nasdaq Global Market stating that, based on the closing bid price of our common stock for the 30 consecutive business days preceding such date, we no longer meet the minimum $1.00 per share requirement for continued listing on The Nasdaq Global Market under Marketplace Rule 5450(a)(1). We plan to submit an application to Nasdaq to move our common stock from The Nasdaq Global Market to The Nasdaq Capital Market. By switching markets prior to December 28, 2010, we will have an additional 180-day grace period to regain compliance with the minimum bid price rule. On December 3, 2010, the last reported sale price of our common stock, as reported on The Nasdaq Global Market, was $0.79 per share.

Unless we extend the expiration date, the exchange offers will expire on           at 11:59 p.m., New York City time. The exchange agent must receive all required documents and instructions on or before the expiration of the applicable exchange offer or you will not be able to participate in the exchange offers.

Existing notes not tendered in the applicable exchange offer will remain outstanding and continue to earn interest. Holders of those outstanding existing notes will continue to have all the rights associated with those existing notes and remain subject to existing terms of the applicable indenture governing the applicable existing notes, subject to the amended terms of the existing 13% notes indenture if the proposed amendments, described under “Description of the Proposed Amendments,” are adopted. If a significant number of the existing notes are tendered and accepted in the applicable exchange offer, the liquidity and the trading market for the existing notes that remain outstanding will likely be impaired. You should read the section titled “Description of Other Indebtedness” and “Risk Factors — Risks Related to the Exchange Offers and Consent Solicitation — Risks to Holders Who Do Not Tender in the Exchange Offers.”

Neither we, our officers, our board of directors, the dealer manager, the exchange agent or the information agent is making any recommendation as to whether or not you should tender your existing notes for exchange pursuant to the exchange offers, or deliver a consent pursuant to the consent solicitation. Further, neither we nor they have authorized anyone to make any such recommendation. Accordingly, you must make your own determination as to whether to tender your existing notes and, if so, the aggregate principal amount of existing notes to tender and, in the case of existing 4% notes, the exchange ratio at which to tender your notes. Before

If you are a holder of existing notes and you wish to tender your existing notes for exchange and, with respect to existing 13% notes, deliver consents pursuant to the 13% exchange offer and consent solicitation, on or prior to the expiration date you must:

(1) agree to be bound by the letter of transmittal and consent by transmitting either:

(2) deliver the existing notes to the exchange agent by either:

With respect to the letter of transmittal and consent or DTC ATOP submission referred to in (1) above, a holder of 4% notes should specify the exchange ratio for the 4% existing notes tendered by such holder in the letter of transmittal and consent described in “Description of the Exchange Offers and Consent Solicitation — Procedures for Tendering Existing Notes and Delivering Consents.” If a holder of existing 4% notes does not specify the exchange ratio, the holder will be treated as accepting the 4% clearing exchange ratio, which may have the effect of lowering the 4% clearing exchange ratio clearing exchange ratio and could result in a holder’s existing 4% notes being exchanged at the minimum $425 exchange ratio.

We have not provided guaranteed delivery procedures in connection with the exchange offers and consent solicitation. Holders must timely tender their existing notes and deliver the related consents in accordance with the procedures set forth herein.

For more information regarding the procedures for tendering your existing notes and delivering the related consents pursuant to the exchange offers and consent solicitation, see “Description of the Exchange Offers and Consent Solicitation — Procedures for Tendering Existing Notes and Delivering Consents.”

The exchange offers expire at 11:59 p.m., New York City time, on          , unless extended or earlier terminated by us. We refer to such date, as may be extended, as the expiration date. We may extend the 4% exchange offer without also extending the 13% exchange offer or extend the 13% exchange offer without also extending the 4% exchange offer.

We reserve the right, in our absolute discretion, by giving oral or written notice to the exchange agent, to extend the exchange offers and consent solicitation or to amend or modify the exchange offers or consent solicitation, or waive any condition to the exchange offers or consent solicitation (with the exception of the

Any holder that tenders existing 13% notes, and whose existing 13% notes are accepted for exchange by us pursuant to the 13% exchange offer, will be deemed to have delivered a valid consent to the proposed amendments to the indenture.

If we receive the requisite consents to the proposed amendments, the proposed amendments to the indenture will become effective upon the settlement of the exchange offers, which will occur on or about the third business day following the expiration date.

Once all of the conditions to the exchange offers are satisfied or waived prior to the expiration date, we will accept, promptly after the expiration date, all existing notes properly tendered and not withdrawn, and will issue the new notes promptly after acceptance of the existing notes.

Existing notes that are accepted in the exchange offers will be retired and cancelled.

The new notes will be issued in book-entry only form and will be represented by one or more permanent global securities deposited with a custodian for, and registered in the name of a nominee of, DTC.

Tenders of existing notes as well as consents to the proposed amendments may be validly withdrawn and revoked at any time prior to the expiration date. Note that consents may be revoked only by withdrawing the

Once withdrawal rights have expired on the expiration date, tenders of existing notes and the delivery of consents may not be validly withdrawn or revoked unless the expiration date is extended or Evergreen Solar is required by law to permit withdrawal. In addition, if not previously returned, you may withdraw any existing notes tendered in the exchange offers that are not accepted by us for exchange after the expiration of 40 business days from          . Any withdrawn existing notes will be credited to the tendering holder’s account at DTC or, if the withdrawn existing notes are held in physical form, will be returned to the tendering holder.

For a withdrawal of a tender and a revocation of a consent to be effective, a written facsimile transmission notice of withdrawal, or a properly transmitted “request message” through ATOP, must be received by the exchange agent prior to the expiration date. For more information, see the section of this prospectus captioned “Description of the Exchange Offers and Consent Solicitation — Withdrawal of Tenders and Revocation of Consents.”

Yes. Generally, the new notes you receive in the exchange offers and consent solicitation will be freely tradable, subject to market conditions, unless you are an affiliate of Evergreen Solar, as that term is defined in the Securities Act of 1933, as amended, or the Securities Act, in which case you must comply with Rule 144 or another available exemption under the Securities Act. We do not intend to list the new notes on any securities exchange and there can be no assurance as to the development or liquidity of any market for the new notes. See “Risk Factors — Risks Related to the New Notes.”

No brokerage commissions are payable by holders to Evergreen Solar, the dealer manager, the trustee, DTC or the exchange agent in connection with the tender of your existing notes in the exchange offers. Except as set forth in the letter of transmittal and consent, we will pay any transfer taxes with respect to the transfer and exchange of existing notes pursuant to the exchange offers.

If you have any questions or otherwise need assistance, please contact Lazard Capital Markets LLC, the dealer manager, at 30 Rockefeller Plaza, New York, New York, 10020, Attention: Susan Schwab, Telephone: (212) 632-1960.

If you need additional copies of the offering materials please contact          , the information agent, at          .

To receive copies of our recent SEC filings, you can contact us by mail or refer to the other sources described under “Where You Can Find More Information.”

We will not receive any cash proceeds from the exchange of the existing notes for the new notes pursuant to the exchange offers.

Our common stock is currently traded on The Nasdaq Global Market under the symbol “ESLR.” We plan to submit an application to Nasdaq to move our common stock from The Nasdaq Global Market to The Nasdaq Capital Market. As of November 30, 2010 there were approximately 542 stockholders of record of our common stock (not including beneficial holders of stock held in street name). The table below sets forth the range of high and low sale prices for the periods indicated. On December 3, 2010, the last reported sale price of our common stock on The Nasdaq Global Market was $0.79 per share.

We have not paid any dividends since our inception and presently anticipate that all earnings, if any, will be retained for development of our business and that no dividends on our common stock will be declared in the foreseeable future. Any future dividends will be subject to the discretion of our Board of Directors and will depend upon, among other things, future earnings, the operating and financial condition of our company, our capital requirements and general business conditions.

The following selected historical consolidated financial data should be read in conjunction with, and are qualified by reference to, our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the related notes, incorporated by reference into this prospectus.

The summary historical consolidated financial data in this section are not intended to replace the consolidated financial statements. The data presented for the fiscal years ended December 31, 2005 and 2006 and as of December 31, 2005, 2006 and 2007 are derived from our audited consolidated financial statements not included in this prospectus or incorporated by reference herein. The data presented for the fiscal years ended December 31, 2007, 2008 and 2009 and as of December 31, 2008 and 2009 are derived from our audited consolidated financial statements incorporated by reference herein. The data presented as of October 3, 2009 are derived from our unaudited condensed consolidated financial statements not included in this prospectus or incorporated by reference herein. The historical consolidated financial information as of October 2, 2010 and for the year-to-date periods ended October 3, 2009 and October 2, 2010 has been derived from, and should be read together with, our unaudited condensed consolidated financial statements and accompanying notes incorporated by reference herein. Historical results are not necessarily indicative of future results.