UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                    FORM S-8
            Registration Statement Under The Securities Act of 1933

                        MASS MEGAWATTS WIND POWER, INC.
     -----------------------------------------------------------------------
                 (Name of Small Business Issuer in its charter)


            MASSACHUSETTS                                 04-3402789
----------------------------------------    ------------------------------------
    (State or other jurisdiction of         (I.R.S. EMPLOYER Identification No.)
     incorporation or organization)

         95 PRESCOTT STREET
            WORCESTER, MA                               01605
----------------------------------------    ------------------------------------
(Address of principal executive offices)              (ZIP CODE)

Issuer's  telephone  number  (508)751-5432
                             -------------

                        Corporate Growth Incentive Plan


                               Jonathan C. Ricker
                     President and Chief Executive Officer
                               95 Prescott Street
                              Worcester, MA 01605
                                 (508) 751-5432


                        Calculation Of Registration Fee

 TITLE OF
EACH CLASS                       PROPOSED
    OF                           MAXIMUM
SECURITIES                    OFFERING PRICE
OFFERING TO                     PER SHARE OF     MAXIMUM
    BE         AMOUNT TO BE       COMMON         AGGREGATE    REGISTRATION
REGISTERED      REGISTERED        STOCK       OFFERING PRICE       FEE
------------   -------------  --------------  --------------  -------------
COMMON         300,000 shares      $2.70         $810,000        $45.20


(1) The provisions of Rule 416 under the Securities Act of 1933 shall apply to
this Registration Statement and the number of shares registered on this
Registration Statement shall increase or decrease as a result of stock splits,
stock dividends or similar transactions.

(2) Represents shares issued pursuant to consulting agreements for continued
services consultants to the Registrant, including services related to sales and
marketing of the Company's products and services seeking joint ventures and
potential acquisitions, promotional services with respect to Registrant's
business establishment of distributorship agreements, all of the foregoing in
furtherance of the Registrant's business.

(3) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h) the fee is calculated upon the basis of the average
prices quoted for shares of common stock of the registrant as reported on The
Nasdaq OTC Bulletin Board quotation service on the last day that the stock was
traded.


<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

     Mass Megawatts Wind Power, Inc. has heretofore entered into agreements with
third party consultants, attorneys, officers and directors with respect to the
issuance of shares of the Registrant's common stock for services to the
Registrant. In consideration for increasing the scope of the continuing services
rendered and to be rendered to the Registrant until such time as the Registrant
shall generate sufficient cash flow from operations in order to compensate its
consultants, the Registrant has prepared this Form S-8 registration statement to
provide for the issuance of shares, as described below.

     The Registrant has agreed to issue three hundred thousand (300,000) shares
pursuant to
payment to certain consultants.

Item 2. Registrant Information.

     The Registrant shall provide each consultant covered by this registration,
without charge, upon their written or oral request the documents incorporated by
reference herein in Item 3 of Part II of this Registration Statement. The
Registrant shall also provide the consultant, without charge, upon their written
or oral request, with all other documents required to be delivered to
participants, pursuant to Rule 428(b) under the Act. Any and all such requests
shall be directed to the Registrant at its place of business as reflected in
this Registration Statement.

                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which are on file with the Securities and Exchange
Commission, are incorporated in this registration statement by reference:

(a) The Registrant's latest annual report, for the year ended April 30, 2008 as
filed on Form 10-KSB with the Securities and Exchange Commission on July 30,
2008.

(b) The Registrant's quarterly reports as filed on Form 10-QSB with the
Securities and Exchange Commission on September 22, 2008 for the quarter ending
July 31, 2008, Form 10-QSB with the Securities and Exchange Commission on
March 17, 2008 for the quarter ending January 31, 2008, December 17, 2007 for
the quarter ending  October 31, 2007, September 19 , 2007 for the quarter ending
July 31, 2007, and March 17, 2007 for the quarter ending January 31,2007.

(c) The Registrant's current reports on Form 8-K filed on September 22,2008,
August 15,2008, another report on August 15,2008, July 30,2008, March 17,2008,
December 17,2007,and September 19,2007.

All documents subsequently filed 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 that indicates that all securities offered hereby 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 part hereof
from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.


<PAGE>
Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Officers and Directors.

The Registrant's Certificate of Incorporation and Bylaws contain provisions
limiting the personal liability of its directors for monetary damages resulting
from breaches of their duty of care to the extent permitted by Massachusetts
General Business Law. The Registrant's Certificate of Incorporation and Bylaws
also contain provisions making indemnification of its directors and officers
mandatory to the fullest extent permitted by the Massachusetts General Business
Law, including circumstances in which indemnification is otherwise
discretionary.

The Massachusetts General Business Law permits the indemnification by a
Massachusetts corporation of its directors, officers, employees and other agents
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than derivative
actions which are by or in the right of the corporation) if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe their conduct was illegal. A
similar standard of care is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action and require
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.

Item 7. Exemption from Registration Claimed.

Not Applicable

Item 8. Exhibits:

Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed hereto:

Exhibit 1  Opinion of Legal Counsel
Exhibit 2  Independent Auditors Consent.

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 this Registration Statement (or the most recent
     post-effective amendment thereof) which, individually or in the aggregate,


<PAGE>
     represent a fundamental change in the information set forth in this
     Registration Statement;

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement.
     Provided, however, that paragraphs (a)(1) (i) and (a)(1)(ii) do not apply
     if the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or furnished
     to the Securities and Exchange Commission by the Registrant pursuant to
     Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in this 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 herein, 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 15(d) of the Securities
and 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 and
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.

(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 (see Item 6) 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
Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                 SIGNATURE PAGE


The Registrant, pursuant to the requirements of the Securities Act of 1933, as
amended, 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 the undersigned, thereunto
duly authorized, in the Town of Shrewsbury, Massachusetts on the fourth day of
February 2003.

MASS MEGAWATTS WIND POWER, INC.

By: /s/ Jonathan Ricker
        -------------------------------
Title:  President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registration Statements has been signed by the following persons in the
capacities and on the date indicated.

Dated: April 6, 2009


<PAGE>
By: /s/ Jonathan Ricker
        -------------------------------
Title:  President and Director


EXHIBIT INDEX -

EXHIBIT NUMBER               ITEM

Exhibit 1                    Opinion of Legal Counsel

Exhibit 2                    Consent of Independent Accountants
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{"company-data": {"conformed-name": "MASS MEGAWATTS WIND POWER INC", "cik": "0001117228", "assigned-sic": "4991", "irs-number": "043402789"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-158544", "film-number": "09745953"}, "business-address": {"street1": "95 PRESCOTT STREET", "city": "WORCESTER", "state": "MA", "zip": "01605", "phone": "508-751-5432"}, "mail-address": {"street1": "P.O. BOX 60398", "city": "WORCESTER", "state": "MA", "zip": "01606"}, "former-company": [{"former-conformed-name": "MASS MEGAWATTS  WIND POWER INC", "date-changed": "20010307"}, {"former-conformed-name": "MASS MEGAWATTS INC", "date-changed": "20010306"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                    FORM S-8
            Registration Statement Under The Securities Act of 1933

                        MASS MEGAWATTS WIND POWER, INC.
     -----------------------------------------------------------------------
                 (Name of Small Business Issuer in its charter)

            MASSACHUSETTS                                 04-3402789
----------------------------------------    ------------------------------------
    (State or other jurisdiction of         (I.R.S. EMPLOYER Identification No.)
     incorporation or organization)

         95 PRESCOTT STREET
            WORCESTER, MA                               01605
----------------------------------------    ------------------------------------
(Address of principal executive offices)              (ZIP CODE)

Issuer's  telephone  number  (508)751-5432
                             -------------

                        Corporate Growth Incentive Plan

                               Jonathan C. Ricker
                     President and Chief Executive Officer
                               95 Prescott Street
                              Worcester, MA 01605
                                 (508) 751-5432

                        Calculation Of Registration Fee

 TITLE OF
EACH CLASS                       PROPOSED
    OF                           MAXIMUM
SECURITIES                    OFFERING PRICE
OFFERING TO                     PER SHARE OF     MAXIMUM
    BE         AMOUNT TO BE       COMMON         AGGREGATE    REGISTRATION
REGISTERED      REGISTERED        STOCK       OFFERING PRICE       FEE
------------   -------------  --------------  --------------  -------------
COMMON         300,000 shares      $2.70         $810,000        $45.20

(1) The provisions of Rule 416 under the Securities Act of 1933 shall apply to
this Registration Statement and the number of shares registered on this
Registration Statement shall increase or decrease as a result of stock splits,
stock dividends or similar transactions.

(2) Represents shares issued pursuant to consulting agreements for continued
services consultants to the Registrant, including services related to sales and
marketing of the Company's products and services seeking joint ventures and
potential acquisitions, promotional services with respect to Registrant's
business establishment of distributorship agreements, all of the foregoing in
furtherance of the Registrant's business.

(3) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h) the fee is calculated upon the basis of the average
prices quoted for shares of common stock of the registrant as reported on The
Nasdaq OTC Bulletin Board quotation service on the last day that the stock was
traded.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

     Mass Megawatts Wind Power, Inc. has heretofore entered into agreements with
third party consultants, attorneys, officers and directors with respect to the
issuance of shares of the Registrant's common stock for services to the
Registrant. In consideration for increasing the scope of the continuing services
rendered and to be rendered to the Registrant until such time as the Registrant
shall generate sufficient cash flow from operations in order to compensate its
consultants, the Registrant has prepared this Form S-8 registration statement to
provide for the issuance of shares, as described below.

     The Registrant has agreed to issue three hundred thousand (300,000) shares
pursuant to
payment to certain consultants.

Item 2. Registrant Information.

     The Registrant shall provide each consultant covered by this registration,
without charge, upon their written or oral request the documents incorporated by
reference herein in Item 3 of Part II of this Registration Statement. The
Registrant shall also provide the consultant, without charge, upon their written
or oral request, with all other documents required to be delivered to
participants, pursuant to Rule 428(b) under the Act. Any and all such requests
shall be directed to the Registrant at its place of business as reflected in
this Registration Statement.

                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which are on file with the Securities and Exchange
Commission, are incorporated in this registration statement by reference:

(a) The Registrant's latest annual report, for the year ended April 30, 2008 as
filed on Form 10-KSB with the Securities and Exchange Commission on July 30,
2008.

(b) The Registrant's quarterly reports as filed on Form 10-QSB with the
Securities and Exchange Commission on September 22, 2008 for the quarter ending
July 31, 2008, Form 10-QSB with the Securities and Exchange Commission on
March 17, 2008 for the quarter ending January 31, 2008, December 17, 2007 for
the quarter ending  October 31, 2007, September 19 , 2007 for the quarter ending
July 31, 2007, and March 17, 2007 for the quarter ending January 31,2007.

(c) The Registrant's current reports on Form 8-K filed on September 22,2008,
August 15,2008, another report on August 15,2008, July 30,2008, March 17,2008,
December 17,2007,and September 19,2007.

All documents subsequently filed 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 that indicates that all securities offered hereby 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 part hereof
from the date of the filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.
Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

None.

Item 6. Indemnification of Officers and Directors.

The Registrant's Certificate of Incorporation and Bylaws contain provisions
limiting the personal liability of its directors for monetary damages resulting
from breaches of their duty of care to the extent permitted by Massachusetts
General Business Law. The Registrant's Certificate of Incorporation and Bylaws
also contain provisions making indemnification of its directors and officers
mandatory to the fullest extent permitted by the Massachusetts General Business
Law, including circumstances in which indemnification is otherwise
discretionary.

The Massachusetts General Business Law permits the indemnification by a
Massachusetts corporation of its directors, officers, employees and other agents
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than derivative
actions which are by or in the right of the corporation) if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe their conduct was illegal. A
similar standard of care is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action and require
court approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.

Item 7. Exemption from Registration Claimed.

Not Applicable

Item 8. Exhibits:

Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed hereto:

Exhibit 1  Opinion of Legal Counsel
Exhibit 2  Independent Auditors Consent.

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 this 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 this
     Registration Statement;

          (iii) To include any material information with respect to the plan of
     distribution not previously disclosed in this Registration Statement or any
     material change to such information in this Registration Statement.
     Provided, however, that paragraphs (a)(1) (i) and (a)(1)(ii) do not apply
     if the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed with or furnished
     to the Securities and Exchange Commission by the Registrant pursuant to
     Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in this 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 herein, 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 15(d) of the Securities
and 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 and
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.

(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 (see Item 6) 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
Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                 SIGNATURE PAGE

The Registrant, pursuant to the requirements of the Securities Act of 1933, as
amended, 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 the undersigned, thereunto
duly authorized, in the Town of Shrewsbury, Massachusetts on the fourth day of
February 2003.

MASS MEGAWATTS WIND POWER, INC.

By: /s/ Jonathan Ricker
        -------------------------------
Title:  President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registration Statements has been signed by the following persons in the
capacities and on the date indicated.

Dated: April 6, 2009
By: /s/ Jonathan Ricker
        -------------------------------
Title:  President and Director

EXHIBIT INDEX -

EXHIBIT NUMBER               ITEM

Exhibit 1                    Opinion of Legal Counsel

Exhibit 2                    Consent of Independent Accountants