Form: 3

Initial statement of beneficial ownership of securities

December 7, 2006

SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
EMCORE CORP
(Last) (First) (Middle)
145 BELMONT DRIVE
SOMERSET
(Street)
NEW JERSEY NJ 08873
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/29/2006 		3. Issuer Name and Ticker or Trading Symbol
WORLDWATER & POWER CORP [ WWAT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Preferred Convertible Stock (1) (1) Common Stock 48,928,570 0.276(2) D
Warrants to purchase Series D Preferred Convertible Stock(3) 11/29/2006 11/29/2016 Common Stock 5,050,440 0.317(4) D
Explanation of Responses:
1. The Series D Preferred Convertible Stock is convertible at any time, at the holder's election, and has no expiration date.
2. Subject to adjustment as set forth in the Certificate of Designation.
3. The Warrants may be exercised for 505,044 shares of Series D Preferred Convertible Stock, which is convertible into 5,050,440 shares of common stock
4. Subject to adjustment as provided in the Warrant.
Remarks:
Howard W. Brodie 12/07/2006
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.