Form: 4

Statement of changes in beneficial ownership of securities

January 5, 2009

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
EMCORE CORP
(Last) (First) (Middle)
10420 RESEARCH ROAD, SE
(Street)
ALBUQUERQUE, NM 87123
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WORLDWATER & SOLAR TECHNOLOGIES CORP. [ WWAT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2008
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Convertible Preferred Stock(1) $0.276(2) 12/31/2008 S 2,892,857 (3) (3) Common Stock 14,464,280 $3.928(4) 1,446,429 D
Warrants to purchase Series D Convertible Preferred Stock(5) $0.317(6) 12/31/2008 S 305,044 11/29/2006 11/29/2016 Common Stock 1,525,220 (4) 152,522 D
Explanation of Responses:
1. Each share of Series D Convertible Preferred stock is convertible into ten shares of common stock.
2. This is subject to adjustment as set forth in a Certificate of Designation filed with the Delaware Secretary of State on November 29, 2006.
3. The Series D Convertible Preferred stock is convertible at any time, at the election of the holder, and has no expiration date.
4. Price of warrant is included in the price of the Series D Convertible Preferred stock.
5. Each warrant may be exercised for one share of Series D Convertible Preferred stock. Each share of Series D Convertible Preferred stock is convertible into ten shares of common stock.
6. Subject to adjustment as provided in the warrant.
/s/ Keith Kosco, Secretary, on behalf of EMCORE Corporation 01/05/2009
** 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 4 (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.