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* DROUIN RICHARD (Last) (First) (Middle) C/O AMERICAN SUPERCONDUCTOR CORPORATION TWO TECHNOLOGY DRIVE (Street) WESTBOROUGH MA 01581 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AMERICAN SUPERCONDUCTOR CORP /DE/ [ AMSC ]	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) 10/06/2003
	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
Options to Purchase	$10.95	10/06/2003		A		10,000		10/06/2003(1)	10/06/2013	Common Stock	10,000	$0	10,000	D

Explanation of Responses:

1. Pursuant to the Company's 1997 Director Plan as amended, each outside director is granted an option to purchase 10,000 shares of Common Stock of the Company three days following each Annual Meeting of Stockholders of the Company, provided that such outside director has served as a director of the Company for at least one year. Such options granted to continuing outside directors following Annual Meetings of Stockholders are immediately exercisable in full.

Remarks:

Exhibit List 24 Power of Attorney

	/s/ Gregory J. Yurek, Attorney-in-Fact	10/08/2003
	** 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.

                                                                      Exhibit 24





POWER OF ATTORNEY
For Executing Forms 4 and 5


	The undersigned hereby constitutes and appoints each of Gregory J. Yurek,
Stanley D. Piekos and Patrick J. Rondeau, signing singly, his true and lawful attorney-in-
fact to:

1.	execute for and on behalf of the undersigned Forms 4 and 5 relating to changes in
the undersigned's beneficial ownership of equity securities of American
Superconductor Corporation, and any necessary amendments to such Forms, in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder; and

2.	do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to complete the execution of any such Form 4 or 5 and
the timely filing of such form with the United States Securities and Exchange
Commission and any other authority.

The undersigned hereby grants to each such attorney-in-fact full power and authority to
do and perform every act necessary and proper in the exercise of any of the rights and
powers herein granted, as fully as such attorney-in-fact could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.  The undersigned acknowledged that
the foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's liabilities under Section 16 of the
Securities Exchange Act of 1934.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 23rd day of October, 2002.


						Signature



						/s/ Richard Drouin
						Richard Drouin

BOSTON 1391350v1