content: <PAGE>   1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 2001
  
                                                       REGISTRATION NO. ___-______
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                EVERGREEN SOLAR, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
                DELAWARE                                   04-3242254
     (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
      Incorporation or Organization)
  
                                EVERGREEN SOLAR, INC.
                                  211 SECOND AVENUE
                            WALTHAM, MASSACHUSETTS 02541
                 (Address of Principal Executive Offices) (Zip Code)
                                --------------------
  
                               1994 STOCK OPTION PLAN
                        2000 STOCK OPTION AND INCENTIVE PLAN
                          2000 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
                                --------------------
  
                                   MARK A. FARBER
                        CHIEF EXECUTIVE OFFICER AND PRESIDENT
                                EVERGREEN SOLAR, INC.
                                  211 SECOND AVENUE
                            WALTHAM, MASSACHUSETTS 02541
                       (Name and Address of Agent For Service)
  
                                   (781) 890-7117
            (Telephone Number, Including Area Code, of Agent For Service)
                           ------------------------------
  
                                      Copy to:
                               Lawrence A. Gold, Esq.
                               Jennifer C. Muto, Esq.
                           TESTA, HURWITZ & THIBEAULT, LLP
                                   125 High Street
                             Boston, Massachusetts 02110
                                   (617) 248-7000
  
  ================================================================================
  
  <PAGE>   2
  
                           CALCULATION OF REGISTRATION FEE
  
  ================================================================================
  
  
  <TABLE>
  <CAPTION>
                                                                      PROPOSED           PROPOSED
                                                                      MAXIMUM             MAXIMUM
                                                     AMOUNT TO BE  OFFERING PRICE        AGGREGATE          AMOUNT OF
       TITLE OF SECURITIES TO BE REGISTERED           REGISTERED     PER SHARE         OFFERING PRICE   REGISTRATION FEE(1)
       ------------------------------------           ----------     ---------         --------------   -------------------
  <S>                                                <C>           <C>                <C>               <C>
  1994 STOCK OPTION PLAN                                 4,153(2)     $  0.22         $        913.66        $    0.23
  Common Stock (par value $0.01 per share)               6,463(2)     $  0.43         $      2,779.09        $    0.70
                                                        20,205(2)     $  0.65         $     13,133.25        $    3.28
                                                       299,438(2)     $  0.87         $    260,511.06        $   65.13
                                                       140,412(2)     $  2.17         $    304,694.04        $   76.17
                                                        48,941(2)     $  4.55         $    222,681.55        $   55.67
                                                        63,246(2)     $  6.50         $    411,099.00        $  102.77
                                                       127,019(2)     $ 14.00         $  1,778,266.00        $  444.57
  
  2000 STOCK OPTION AND INCENTIVE PLAN               1,608,000(3)     $  6.53125      $ 10,502,250.00        $ 2625.56
  Common Stock (par value $0.01 per share)              16,000(2)     $ 19.00         $    304,000.00        $   76.00
                                                        26,000(2)     $  7.56         $    196,560.00        $   49.14
  
  2000 EMPLOYEE STOCK PURCHASE PLAN                    120,000(3)     $  6.53125      $    783,750.00        $  195.94
  Common Stock (par value $0.01 per share)
  
  
  TOTAL:                                             2,479,877                        $ 14,780,637.65        $3,695.16
  </TABLE>
  
  -------------------------------------------
  
  (1)  Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
       amended.
  
  (2)  Such shares are issuable upon exercise of outstanding options with fixed
       exercise prices. Pursuant to Rule 457(h), the aggregate offering price and
       the fee have been computed upon the basis of the price at which the options
       may be exercised. The offering price per share set forth for such shares is
       the exercise price per share at which such options are exercisable.
  
  (3)  None of such shares are subject to outstanding options. The exercise price
       of such options shall be determined at the time of grant. Accordingly,
       pursuant to Rule 457(c) and Rule 457(h)(1), the proposed maximum offering
       price of $6.53125 per share, which is the average of the high and low
       prices of the Common Stock of the Registrant reported on the NASDAQ
       National Market on January 3, 2001, is set forth solely for purposes of
       calculating the filing fee.
  
                                       - 2 -
  <PAGE>   3
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  ITEM 1. PLAN INFORMATION.
  
       The documents containing the information specified in this Item 1 will be
  sent or given to employees, directors and others as specified by Rule 428(b)(1).
  In accordance with the rules and regulations of the Securities and Exchange
  Commission (the "Commission") and the instructions to Form S-8, such documents
  are not being filed with the Commission either as part of this Registration
  Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
  
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       The documents containing the information specified in this Item 2 will be
  sent or given to employees, directors or others as specified by Rule 428(b)(1).
  In accordance with the rules and regulations of the Commission and the
  instructions to Form S-8, such documents are not being filed with the Commission
  either as part of this Registration Statement or as prospectuses or prospectus
  supplements pursuant to Rule 424.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed by Evergreen Solar, Inc. (the "Company" or
  the "Registrant") with the Commission pursuant to the Securities Act of 1933, as
  amended (the "Securities Act") and the Securities Exchange Act of 1934, as
  amended (the "Exchange Act") are incorporated by reference in this Registration
  Statement:
  
       (a)  The Registrant's Prospectus dated November 1, 2000, filed with the
            Commission pursuant to Rule 424(b)(1) under the Securities Act on
            November 2, 2000.
  
       (b)  The section entitled "Description of Registrant's Securities to be
            Registered" contained in the Registrant's Registration Statement on
            Form 8-A, filed with the Commission pursuant to Section 12(g) of the
            Exchange Act on October 4, 2000, including any amendment or report
            filed for the purpose of updating such description.
  
       (c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
            ended September 30, 2000 filed on December 15, 2000 pursuant to the
            Exchange Act.
  
       All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  
                                       - 3 -
  <PAGE>   4
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
          Not applicable.
  
  ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
  
          Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The Delaware General Corporation Law and the Company's Third Amended and
  Restated Certificate of Incorporation provide for indemnification of the
  Company's directors and officers for liabilities and expenses that they may
  incur in such capacities.
  
       The Company's Third Amended and Restated Certificate of Incorporation
  provides that our directors and officers shall be indemnified to the fullest
  extent permitted by Delaware law, as it now exists or may in the future be
  amended, against all expenses and liabilities reasonably incurred in connection
  with their service for or on behalf of the Company.
  
       In addition, our Third Amended and Restated Certificate of Incorporation
  provides that our directors will not be personally liable to us or our
  stockholders for monetary damages for breaches of their fiduciary duty as
  directors, unless they violated their duty of loyalty to us or our stockholders,
  acted in bad faith, knowingly or intentionally violated the law, authorized
  illegal dividends or redemptions or derived an improper person benefit from
  their action as directors. This provision does not affect the directors'
  responsibilities under Delaware law or any other laws, such as the federal
  securities laws.
  
       The Company has also entered into Indemnification Agreements with its
  Directors and Officers, under which the Company shall indemnify any person who
  was or is a party or is threatened to be made a party to any threatened, pending
  or completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative by reason of the fact that such person is or was a director,
  officer, employee or agent of the Company, or any subsidiary of the Company, or
  is or was serving at the request of the Company as a director, officer, employee
  or agent of another corporation, partnership, joint venture, trust or other
  enterprise, against all liability, losses, expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement by such person in connection
  with such action, suit or proceeding. The Company shall only provide
  indemnification if such person acted in good faith and in a manner reasonably
  believed to be in or not opposed to the best interests of the Company, and, with
  respect to any criminal action or proceedings, if such person had no reasonable
  cause to believe his conduct was unlawful.
  
       The underwriting agreement, dated November 1, 2000, by and between the
  Registrant and the underwriters listed therein provides that the underwriters
  are obligated, under certain circumstances, to indemnify directors, officers and
  controlling persons of the Registrant against certain liabilities, including
  liabilities under the Securities Act. Reference is made to the form of
  underwriting agreement filed as Exhibit 1.1 to the Registrant's Registration
  Statement of Form S-1 (File No. 333-43140).
  
       In addition, the Company maintains directors and officers liability
  insurance for the benefit of its directors and certain of its officers.
  
  
                                       - 4 -
  <PAGE>   5
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
          Not applicable.
  
  ITEM 8. EXHIBITS.
  
     Exhibit No.                        Description
     -----------                        -----------
  
       4.1       Specimen Certificate for shares of the Registrant's Common Stock
                 (filed as Exhibit 4.1 to the Registrant's Registration Statement
                 on Form S-1 (File No. 333-43140) and incorporated herein by
                 reference)
  
       4.2       Third Amended and Restated Certificate of Incorporation of the
                 Registrant currently in effect (filed as Exhibit 3.2 to the
                 Registrant's Registration Statement on Form S-1 (File No.
                 333-43140) and incorporated herein by reference)
  
       4.3       Second Amended and Restated By-Laws of the Registrant currently
                 in effect (filed as Exhibit 3.4 to the Registrant's Registration
                 Statement on Form S-1 (File No. 333-43140) and incorporated
                 herein by reference)
  
       4.4       1994 Stock Option Plan (filed as Exhibit 10.1 to the Registrant's
                 Registration Statement on Form S-1 (File No. 333-43140) and
                 incorporated herein by reference)
  
       4.5       2000 Stock Option and Incentive Plan currently in effect (filed
                 as Exhibit 10.2 to the Registrant's Registration Statement on
                 Form S-1 (File No. 333-43140) and incorporated herein by
                 reference)
  
       4.6       2000 Employee Stock Purchase Plan currently in effect (filed as
                 Exhibit 10.3 to the Registrant's Registration Statement on Form
                 S-1 (File No. 333-43140) and incorporated herein by reference)
  
       5.1       Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith)
  
       23.1      Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
                 5.1)
  
       23.2      Consent of PricewaterhouseCoopers LLP (filed herewith)
  
       24.1      Power of Attorney (included as part of the signature page of this
                 Registration Statement)
  
  
                                       - 5 -
  <PAGE>   6
  
  ITEM 9. UNDERTAKINGS.
  
            (a)  The undersigned Registrant hereby undertakes:
  
                 (1)  To file, during any period in which offers or sales are
                 being made, a post-effective amendment to this Registration
                 Statement:
  
                      (i)  To include any prospectus required by Section 10(a)(3)
                           of the Securities Act of 1933;
  
                      (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective amendment
                           thereof) which, individually or in the aggregate,
                           represent a fundamental change in the information set
                           forth in the Registration Statement. Notwithstanding
                           the foregoing, any increase or decrease in volume of
                           securities offered (if the total dollar value of
                           securities offered would not exceed that which was
                           registered) and any deviation from the low or high end
                           of the estimated maximum offering range may be
                           reflected in the form of prospectus filed with the
                           Commission pursuant to Rule 424(b) if, in the
                           aggregate, the changes in volume and price represent no
                           more than 20 percent change in the maximum aggregate
                           offering price set forth in the "Calculation of
                           Registration Fee" table in the effective registration
                           statement; and
  
                      (iii) To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement.
  
                 (2)  That, for the purpose of determining any liability under the
                 Securities Act of 1933, each such post-effective amendment shall
                 be deemed to be a new registration statement relating to the
                 securities offered therein, and the offering of such securities
                 at that time shall be deemed to be the initial bona fide offering
                 thereof;
  
                 (3)  To remove from registration by means of a post-effective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the offering.
  
            (b)  The undersigned Registrant hereby undertakes that, for purposes
                 of determining any liability under the Securities Act of 1933,
                 each filing of the Registrant's annual report pursuant to Section
                 13(a) or Section 15(d) of the Securities Exchange Act of 1934
                 (and, where applicable, each filing of an employee benefit plan's
                 annual report pursuant to Section 15(d) of the Securities
                 Exchange Act of 1934) that is incorporated by reference in the
                 registration statement shall be deemed to be a new registration
                 statement relating to the securities offered therein, and the
                 offering of such securities at that time shall be deemed to be
                 the initial bona fide offering thereof.
  
                                       - 6 -
  <PAGE>   7
  
            (c)  Insofar as indemnification for liabilities arising under the
                 Securities Act of 1933 may be permitted to directors, officers
                 and controlling persons of the Registrant pursuant to the
                 foregoing provisions, or otherwise, the Registrant has been
                 advised that in the opinion of the Securities and Exchange
                 Commission such indemnification is against public policy as
                 expressed in the Act and is, therefore, unenforceable. In the
                 event that a claim for indemnification against such liabilities
                 (other than the payment by the Registrant of expenses incurred or
                 paid by a director, officer or controlling person of the
                 Registrant in the successful defense of any action, suit or
                 proceeding) is asserted by such director, officer or controlling
                 person in connection with the securities being registered, the
                 Registrant will, unless in the opinion of its counsel the matter
                 has been settled by controlling precedent, submit to a court of
                 appropriate jurisdiction the question whether such
                 indemnification by it is against public policy as expressed in
                 the Act and will be governed by the final adjudication of such
                 issue.
  
  
                                       - 7 -
  <PAGE>   8
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Waltham, Commonwealth of Massachusetts, on this 8th
  day of January, 2001.
  
                                     EVERGREEN SOLAR, INC.
  
                                     By: /s/ Mark A. Farber
                                         -----------------------------------------
                                         Mark A. Farber
                                         President and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       The undersigned officers and directors of Evergreen Solar, Inc., hereby
  constitute and appoint Mark A. Farber and Richard G. Chleboski, and each of them
  singly, our true and lawful attorneys-in-fact, with full power to them and each
  of them singly, to sign for us in our names in the capacities indicated below,
  any amendments to this Registration Statement on Form S-8 (including
  post-effective amendments), and to file the same, with all exhibits thereto and
  other documents in connection therewith, with the Securities and Exchange
  Commission, and generally to do all things in our names and on our behalf in our
  capacities as officers and directors to enable Evergreen Solar, Inc., to comply
  with the provisions of the Securities Act of 1933, as amended, hereby ratifying
  and confirming our signatures as they may be signed by our said attorneys, or
  any of them, to said Registration Statement and all amendments thereto.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities indicated below:
  
  <TABLE>
  <CAPTION>
                 SIGNATURE                                  TITLE(S)                                  DATE
                 ---------                                  --------                                  ----
  <S>                                          <C>                                          <C>
  /s/ Mark A. Farber                           Chief Executive Officer, President and       January 8, 2001
  ------------------------------------         Director (Principal Executive Officer)
  Mark A. Farber
  
  /s/ Richard G. Chleboski                     Chief Financial Officer, Treasurer,          January 8, 2001
  ------------------------------------         Secretary and Director (Principal
  Richard G. Chleboski                         Financial Officer)
  
  /s/ Gordon B. Baty                           Director                                     January 8, 2001
  ------------------------------------
  Dr. Gordon B. Baty
  
  /s/ William C. Osborn                        Director                                     January 8, 2001
  ------------------------------------
  William C. Osborn
  
  /s/ Robert W. Shaw                           Chairman of the Board                        January 8, 2001
  ------------------------------------
  Dr. Robert W. Shaw, Jr.
  
  /s/ William P. Sommers                       Director                                     January 8, 2001
  ------------------------------------
  Dr. William P. Sommers
  
  /s/ Brown F. Williams                        Director                                     January 8, 2001
  ------------------------------------
  Dr. Brown F. Williams
  
                                               Director                                     January  , 2001
  ------------------------------------
  Mason Willrich
  </TABLE>
  
  <PAGE>   9
  
                                  INDEX TO EXHIBITS
  
     Exhibit No.                          Description
     -----------                          -----------
  
       4.1       Specimen Certificate for shares of the Registrant's Common Stock
                 (filed as Exhibit 4.1 to the Registrant's Registration Statement
                 on Form S-1 (File No. 333-43140) and incorporated herein by
                 reference)
  
       4.2       Third Amended and Restated Certificate of Incorporation of the
                 Registrant currently in effect (filed as Exhibit 3.2 to the
                 Registrant's Registration Statement on Form S-1 (File No.
                 333-43140) and incorporated herein by reference)
  
       4.3       Second Amended and Restated By-Laws of the Registrant currently
                 in effect (filed as Exhibit 3.4 to the Registrant's Registration
                 Statement on Form S-1 (File No. 333-43140) and incorporated
                 herein by reference)
  
       4.4       1994 Stock Option Plan (filed as Exhibit 10.1 to the Registrant's
                 Registration Statement on Form S-1 (File No. 333-43140) and
                 incorporated herein by reference)
  
       4.5       2000 Stock Option and Incentive Plan currently in effect (filed
                 as Exhibit 10.2 to the Registrant's Registration Statement on
                 Form S-1 (File No. 333-43140) and incorporated herein by
                 reference)
  
       4.6       2000 Employee Stock Purchase Plan currently in effect (filed as
                 Exhibit 10.3 to the Registrant's Registration Statement on Form
                 S-1 (File No. 333-43140) and incorporated herein by reference)
  
       5.1       Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith)
  
       23.1      Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
                 5.1)
  
       23.2      Consent of PricewaterhouseCoopers LLP (filed herewith)
  
       24.1      Power of Attorney (included as part of the signature page of this
                 Registration Statement)
  
  
                                       - 9 -
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metadata_filer: {"company-data": {"conformed-name": "EVERGREEN SOLAR INC", "cik": "0000947397", "assigned-sic": "3674"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53374", "film-number": "1503616"}, "business-address": {"street1": "211 SECOND AVE", "city": "WALTHAM", "state": "MA", "zip": "02154", "phone": "7818907117"}}
text: 1
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 2001
  
                                                       REGISTRATION NO. ___-______
  
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
  
                                EVERGREEN SOLAR, INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
                DELAWARE                                   04-3242254
     (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
      Incorporation or Organization)
  
                                EVERGREEN SOLAR, INC.
                                  211 SECOND AVENUE
                            WALTHAM, MASSACHUSETTS 02541
                 (Address of Principal Executive Offices) (Zip Code)
                                --------------------
  
                               1994 STOCK OPTION PLAN
                        2000 STOCK OPTION AND INCENTIVE PLAN
                          2000 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plan)
                                --------------------
  
                                   MARK A. FARBER
                        CHIEF EXECUTIVE OFFICER AND PRESIDENT
                                EVERGREEN SOLAR, INC.
                                  211 SECOND AVENUE
                            WALTHAM, MASSACHUSETTS 02541
                       (Name and Address of Agent For Service)
  
                                   (781) 890-7117
            (Telephone Number, Including Area Code, of Agent For Service)
                           ------------------------------
  
                                      Copy to:
                               Lawrence A. Gold, Esq.
                               Jennifer C. Muto, Esq.
                           TESTA, HURWITZ & THIBEAULT, LLP
                                   125 High Street
                             Boston, Massachusetts 02110
                                   (617) 248-7000
  
  ================================================================================
  2
  
                           CALCULATION OF REGISTRATION FEE
  
  ================================================================================
  PROPOSED           PROPOSED
                                                                      MAXIMUM             MAXIMUM
                                                     AMOUNT TO BE  OFFERING PRICE        AGGREGATE          AMOUNT OF
       TITLE OF SECURITIES TO BE REGISTERED           REGISTERED     PER SHARE         OFFERING PRICE   REGISTRATION FEE(1)
       ------------------------------------           ----------     ---------         --------------   -------------------
  1994 STOCK OPTION PLAN                                 4,153(2)     $  0.22         $        913.66        $    0.23
  Common Stock (par value $0.01 per share)               6,463(2)     $  0.43         $      2,779.09        $    0.70
                                                        20,205(2)     $  0.65         $     13,133.25        $    3.28
                                                       299,438(2)     $  0.87         $    260,511.06        $   65.13
                                                       140,412(2)     $  2.17         $    304,694.04        $   76.17
                                                        48,941(2)     $  4.55         $    222,681.55        $   55.67
                                                        63,246(2)     $  6.50         $    411,099.00        $  102.77
                                                       127,019(2)     $ 14.00         $  1,778,266.00        $  444.57
  
  2000 STOCK OPTION AND INCENTIVE PLAN               1,608,000(3)     $  6.53125      $ 10,502,250.00        $ 2625.56
  Common Stock (par value $0.01 per share)              16,000(2)     $ 19.00         $    304,000.00        $   76.00
                                                        26,000(2)     $  7.56         $    196,560.00        $   49.14
  
  2000 EMPLOYEE STOCK PURCHASE PLAN                    120,000(3)     $  6.53125      $    783,750.00        $  195.94
  Common Stock (par value $0.01 per share)
  
  TOTAL:                                             2,479,877                        $ 14,780,637.65        $3,695.16
  -------------------------------------------
  
  (1)  Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
       amended.
  
  (2)  Such shares are issuable upon exercise of outstanding options with fixed
       exercise prices. Pursuant to Rule 457(h), the aggregate offering price and
       the fee have been computed upon the basis of the price at which the options
       may be exercised. The offering price per share set forth for such shares is
       the exercise price per share at which such options are exercisable.
  
  (3)  None of such shares are subject to outstanding options. The exercise price
       of such options shall be determined at the time of grant. Accordingly,
       pursuant to Rule 457(c) and Rule 457(h)(1), the proposed maximum offering
       price of $6.53125 per share, which is the average of the high and low
       prices of the Common Stock of the Registrant reported on the NASDAQ
       National Market on January 3, 2001, is set forth solely for purposes of
       calculating the filing fee.
  
                                       - 2 -
  3
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  ITEM 1. PLAN INFORMATION.
  
       The documents containing the information specified in this Item 1 will be
  sent or given to employees, directors and others as specified by Rule 428(b)(1).
  In accordance with the rules and regulations of the Securities and Exchange
  Commission (the "Commission") and the instructions to Form S-8, such documents
  are not being filed with the Commission either as part of this Registration
  Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
  
  ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
  
       The documents containing the information specified in this Item 2 will be
  sent or given to employees, directors or others as specified by Rule 428(b)(1).
  In accordance with the rules and regulations of the Commission and the
  instructions to Form S-8, such documents are not being filed with the Commission
  either as part of this Registration Statement or as prospectuses or prospectus
  supplements pursuant to Rule 424.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed by Evergreen Solar, Inc. (the "Company" or
  the "Registrant") with the Commission pursuant to the Securities Act of 1933, as
  amended (the "Securities Act") and the Securities Exchange Act of 1934, as
  amended (the "Exchange Act") are incorporated by reference in this Registration
  Statement:
  
       (a)  The Registrant's Prospectus dated November 1, 2000, filed with the
            Commission pursuant to Rule 424(b)(1) under the Securities Act on
            November 2, 2000.
  
       (b)  The section entitled "Description of Registrant's Securities to be
            Registered" contained in the Registrant's Registration Statement on
            Form 8-A, filed with the Commission pursuant to Section 12(g) of the
            Exchange Act on October 4, 2000, including any amendment or report
            filed for the purpose of updating such description.
  
       (c)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
            ended September 30, 2000 filed on December 15, 2000 pursuant to the
            Exchange Act.
  
       All documents subsequently filed with the Commission by the Registrant
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered herein have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference in this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  
                                       - 3 -
  4
  
  ITEM 4. DESCRIPTION OF SECURITIES.
  
          Not applicable.
  
  ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
  
          Not applicable.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
       The Delaware General Corporation Law and the Company's Third Amended and
  Restated Certificate of Incorporation provide for indemnification of the
  Company's directors and officers for liabilities and expenses that they may
  incur in such capacities.
  
       The Company's Third Amended and Restated Certificate of Incorporation
  provides that our directors and officers shall be indemnified to the fullest
  extent permitted by Delaware law, as it now exists or may in the future be
  amended, against all expenses and liabilities reasonably incurred in connection
  with their service for or on behalf of the Company.
  
       In addition, our Third Amended and Restated Certificate of Incorporation
  provides that our directors will not be personally liable to us or our
  stockholders for monetary damages for breaches of their fiduciary duty as
  directors, unless they violated their duty of loyalty to us or our stockholders,
  acted in bad faith, knowingly or intentionally violated the law, authorized
  illegal dividends or redemptions or derived an improper person benefit from
  their action as directors. This provision does not affect the directors'
  responsibilities under Delaware law or any other laws, such as the federal
  securities laws.
  
       The Company has also entered into Indemnification Agreements with its
  Directors and Officers, under which the Company shall indemnify any person who
  was or is a party or is threatened to be made a party to any threatened, pending
  or completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative by reason of the fact that such person is or was a director,
  officer, employee or agent of the Company, or any subsidiary of the Company, or
  is or was serving at the request of the Company as a director, officer, employee
  or agent of another corporation, partnership, joint venture, trust or other
  enterprise, against all liability, losses, expenses (including attorneys' fees),
  judgments, fines and amounts paid in settlement by such person in connection
  with such action, suit or proceeding. The Company shall only provide
  indemnification if such person acted in good faith and in a manner reasonably
  believed to be in or not opposed to the best interests of the Company, and, with
  respect to any criminal action or proceedings, if such person had no reasonable
  cause to believe his conduct was unlawful.
  
       The underwriting agreement, dated November 1, 2000, by and between the
  Registrant and the underwriters listed therein provides that the underwriters
  are obligated, under certain circumstances, to indemnify directors, officers and
  controlling persons of the Registrant against certain liabilities, including
  liabilities under the Securities Act. Reference is made to the form of
  underwriting agreement filed as Exhibit 1.1 to the Registrant's Registration
  Statement of Form S-1 (File No. 333-43140).
  
       In addition, the Company maintains directors and officers liability
  insurance for the benefit of its directors and certain of its officers.
  
                                       - 4 -
  5
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
          Not applicable.
  
  ITEM 8. EXHIBITS.
  
     Exhibit No.                        Description
     -----------                        -----------
  
       4.1       Specimen Certificate for shares of the Registrant's Common Stock
                 (filed as Exhibit 4.1 to the Registrant's Registration Statement
                 on Form S-1 (File No. 333-43140) and incorporated herein by
                 reference)
  
       4.2       Third Amended and Restated Certificate of Incorporation of the
                 Registrant currently in effect (filed as Exhibit 3.2 to the
                 Registrant's Registration Statement on Form S-1 (File No.
                 333-43140) and incorporated herein by reference)
  
       4.3       Second Amended and Restated By-Laws of the Registrant currently
                 in effect (filed as Exhibit 3.4 to the Registrant's Registration
                 Statement on Form S-1 (File No. 333-43140) and incorporated
                 herein by reference)
  
       4.4       1994 Stock Option Plan (filed as Exhibit 10.1 to the Registrant's
                 Registration Statement on Form S-1 (File No. 333-43140) and
                 incorporated herein by reference)
  
       4.5       2000 Stock Option and Incentive Plan currently in effect (filed
                 as Exhibit 10.2 to the Registrant's Registration Statement on
                 Form S-1 (File No. 333-43140) and incorporated herein by
                 reference)
  
       4.6       2000 Employee Stock Purchase Plan currently in effect (filed as
                 Exhibit 10.3 to the Registrant's Registration Statement on Form
                 S-1 (File No. 333-43140) and incorporated herein by reference)
  
       5.1       Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith)
  
       23.1      Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
                 5.1)
  
       23.2      Consent of PricewaterhouseCoopers LLP (filed herewith)
  
       24.1      Power of Attorney (included as part of the signature page of this
                 Registration Statement)
  
                                       - 5 -
  6
  
  ITEM 9. UNDERTAKINGS.
  
            (a)  The undersigned Registrant hereby undertakes:
  
                 (1)  To file, during any period in which offers or sales are
                 being made, a post-effective amendment to this Registration
                 Statement:
  
                      (i)  To include any prospectus required by Section 10(a)(3)
                           of the Securities Act of 1933;
  
                      (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective amendment
                           thereof) which, individually or in the aggregate,
                           represent a fundamental change in the information set
                           forth in the Registration Statement. Notwithstanding
                           the foregoing, any increase or decrease in volume of
                           securities offered (if the total dollar value of
                           securities offered would not exceed that which was
                           registered) and any deviation from the low or high end
                           of the estimated maximum offering range may be
                           reflected in the form of prospectus filed with the
                           Commission pursuant to Rule 424(b) if, in the
                           aggregate, the changes in volume and price represent no
                           more than 20 percent change in the maximum aggregate
                           offering price set forth in the "Calculation of
                           Registration Fee" table in the effective registration
                           statement; and
  
                      (iii) To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement.
  
                 (2)  That, for the purpose of determining any liability under the
                 Securities Act of 1933, each such post-effective amendment shall
                 be deemed to be a new registration statement relating to the
                 securities offered therein, and the offering of such securities
                 at that time shall be deemed to be the initial bona fide offering
                 thereof;
  
                 (3)  To remove from registration by means of a post-effective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the offering.
  
            (b)  The undersigned Registrant hereby undertakes that, for purposes
                 of determining any liability under the Securities Act of 1933,
                 each filing of the Registrant's annual report pursuant to Section
                 13(a) or Section 15(d) of the Securities Exchange Act of 1934
                 (and, where applicable, each filing of an employee benefit plan's
                 annual report pursuant to Section 15(d) of the Securities
                 Exchange Act of 1934) that is incorporated by reference in the
                 registration statement shall be deemed to be a new registration
                 statement relating to the securities offered therein, and the
                 offering of such securities at that time shall be deemed to be
                 the initial bona fide offering thereof.
  
                                       - 6 -
  7
  
            (c)  Insofar as indemnification for liabilities arising under the
                 Securities Act of 1933 may be permitted to directors, officers
                 and controlling persons of the Registrant pursuant to the
                 foregoing provisions, or otherwise, the Registrant has been
                 advised that in the opinion of the Securities and Exchange
                 Commission such indemnification is against public policy as
                 expressed in the Act and is, therefore, unenforceable. In the
                 event that a claim for indemnification against such liabilities
                 (other than the payment by the Registrant of expenses incurred or
                 paid by a director, officer or controlling person of the
                 Registrant in the successful defense of any action, suit or
                 proceeding) is asserted by such director, officer or controlling
                 person in connection with the securities being registered, the
                 Registrant will, unless in the opinion of its counsel the matter
                 has been settled by controlling precedent, submit to a court of
                 appropriate jurisdiction the question whether such
                 indemnification by it is against public policy as expressed in
                 the Act and will be governed by the final adjudication of such
                 issue.
  
                                       - 7 -
  8
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Waltham, Commonwealth of Massachusetts, on this 8th
  day of January, 2001.
  
                                     EVERGREEN SOLAR, INC.
  
                                     By: /s/ Mark A. Farber
                                         -----------------------------------------
                                         Mark A. Farber
                                         President and Chief Executive Officer
  
                          POWER OF ATTORNEY AND SIGNATURES
  
       The undersigned officers and directors of Evergreen Solar, Inc., hereby
  constitute and appoint Mark A. Farber and Richard G. Chleboski, and each of them
  singly, our true and lawful attorneys-in-fact, with full power to them and each
  of them singly, to sign for us in our names in the capacities indicated below,
  any amendments to this Registration Statement on Form S-8 (including
  post-effective amendments), and to file the same, with all exhibits thereto and
  other documents in connection therewith, with the Securities and Exchange
  Commission, and generally to do all things in our names and on our behalf in our
  capacities as officers and directors to enable Evergreen Solar, Inc., to comply
  with the provisions of the Securities Act of 1933, as amended, hereby ratifying
  and confirming our signatures as they may be signed by our said attorneys, or
  any of them, to said Registration Statement and all amendments thereto.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities indicated below:
  SIGNATURE                                  TITLE(S)                                  DATE
                 ---------                                  --------                                  ----
  /s/ Mark A. Farber                           Chief Executive Officer, President and       January 8, 2001
  ------------------------------------         Director (Principal Executive Officer)
  Mark A. Farber
  
  /s/ Richard G. Chleboski                     Chief Financial Officer, Treasurer,          January 8, 2001
  ------------------------------------         Secretary and Director (Principal
  Richard G. Chleboski                         Financial Officer)
  
  /s/ Gordon B. Baty                           Director                                     January 8, 2001
  ------------------------------------
  Dr. Gordon B. Baty
  
  /s/ William C. Osborn                        Director                                     January 8, 2001
  ------------------------------------
  William C. Osborn
  
  /s/ Robert W. Shaw                           Chairman of the Board                        January 8, 2001
  ------------------------------------
  Dr. Robert W. Shaw, Jr.
  
  /s/ William P. Sommers                       Director                                     January 8, 2001
  ------------------------------------
  Dr. William P. Sommers
  
  /s/ Brown F. Williams                        Director                                     January 8, 2001
  ------------------------------------
  Dr. Brown F. Williams
  
                                               Director                                     January  , 2001
  ------------------------------------
  Mason Willrich
  9
  
                                  INDEX TO EXHIBITS
  
     Exhibit No.                          Description
     -----------                          -----------
  
       4.1       Specimen Certificate for shares of the Registrant's Common Stock
                 (filed as Exhibit 4.1 to the Registrant's Registration Statement
                 on Form S-1 (File No. 333-43140) and incorporated herein by
                 reference)
  
       4.2       Third Amended and Restated Certificate of Incorporation of the
                 Registrant currently in effect (filed as Exhibit 3.2 to the
                 Registrant's Registration Statement on Form S-1 (File No.
                 333-43140) and incorporated herein by reference)
  
       4.3       Second Amended and Restated By-Laws of the Registrant currently
                 in effect (filed as Exhibit 3.4 to the Registrant's Registration
                 Statement on Form S-1 (File No. 333-43140) and incorporated
                 herein by reference)
  
       4.4       1994 Stock Option Plan (filed as Exhibit 10.1 to the Registrant's
                 Registration Statement on Form S-1 (File No. 333-43140) and
                 incorporated herein by reference)
  
       4.5       2000 Stock Option and Incentive Plan currently in effect (filed
                 as Exhibit 10.2 to the Registrant's Registration Statement on
                 Form S-1 (File No. 333-43140) and incorporated herein by
                 reference)
  
       4.6       2000 Employee Stock Purchase Plan currently in effect (filed as
                 Exhibit 10.3 to the Registrant's Registration Statement on Form
                 S-1 (File No. 333-43140) and incorporated herein by reference)
  
       5.1       Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith)
  
       23.1      Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit
                 5.1)
  
       23.2      Consent of PricewaterhouseCoopers LLP (filed herewith)
  
       24.1      Power of Attorney (included as part of the signature page of this
                 Registration Statement)
  
                                       - 9 -