Washington, DC 20549

                                    FORM 8-K

                             CURRENT REPORT Pursuant
                          to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of report  (Date of  earliest  event  reported)  February  2, 2005
(September 20, 2004)

                               ENOVA SYSTEMS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                 (State or Other Jurisdiction of Incorporation)

                0-25184                                  95-3056150
       (Commission File Number)               (IRS Employer Identification No.)

 19850 South Magellan Drive Suite 305, Torrance, CA               90502
      (Address of Principal Executive Offices)                 (Zip Code)

              (Registrant's Telephone Number, Including Area Code)

          (Former Name or Former Address, if Changed Since Last Report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))

Item 1.01         Entry into a Material Definitive Agreement.

         Effective as of January 3, 2005 Enova Systems,  Inc. (the "Registrant")
entered into a letter agreement with its President and Chief Executive  Officer,
Edwin Riddell.  The Board of Directors of the Registrant ratified this agreement
on January 27, 2005. Mr. Riddell is also a director of the Registrant.  Pursuant
to the  agreement,  Mr.  Riddell  will receive a yearly  salary of $208,000.  In
addition,  Mr. Riddell will be eligible for  performance  bonuses to be mutually
agreed upon by both parties.  Mr. Riddell will also receive  options to purchase
1,000,000 shares of the Registrant's  common stock at an original exercise price
of $0.11 per share, such exercise price to be reviewed in six months.  The stock
options will vest over three years in equal monthly installments and will expire
five years from the date of issuance.  The  agreement  also provides for certain
health  benefits,   a  standard  life  insurance   policy,   enrollment  in  the
Registrant's 401(k) plan and a company automobile.  Mr. Riddell's  employment is
at-will and may be terminated by either Mr.  Riddell or the  Registrant  for any
reason and at any time.

Item 3.02.        Unregistered Sales of Equity Securities.

         Pursuant to the stock  purchase  agreement  between the  Registrant and
Hyundai  Heavy  Industries  Co.,  Ltd.  ("HHI") dated March 18, 2003 (the "Stock
Purchase  Agreement"),  the Registrant sold 11,335,315 shares of common stock to
HHI on October 31, 2004 for an aggregate purchase price of $1,500,000. The Stock
Purchase  Agreement was filed with the Securities and Exchange  Commission as an
exhibit to the Registrant's form 10-Q for the three month period ended March 31,

         The  sale  of  common  stock   described  above  was  exempt  from  the
registration  requirements  under the  Securities  Act of 1933, in reliance upon
both  Section  4(2)  thereof and Rule 506 of  Regulation  D  promulgated  by the
Securities and Exchange Commission.


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        Enova Systems, Inc.

Date:   February 2, 2005             /s/ Larry B. Lombard
     ----------------------          ---------------------------------
                                     By:     Larry B. Lombard
                                     Title:   Chief Financial Officer