

                                                       Exhibit 3.6



                               CERTIFICATE OF AMENDMENT
                                          OF
                        RESTATED CERTIFICATE OF INCORPORATION
                                          OF
                           ENERGY CONVERSION DEVICES, INC.


        ENERGY CONVERSION DEVICES, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
(the "Corporation"), does hereby certify:

        FIRST: The following amendment to the Certificate of Incorporation of
said Corporation was duly adopted in accordance with the provisions of Section
242, Title 8, Chapter 1, Delaware Code;

        The first sentence of Article Fourth is to be modified to read as
follows:

           "FOURTH: The total number of shares of all classes of stock which
           the Corporation shall have authority to issue is 30,930,000
           shares, of which 500,000 shares shall be Class A Common Stock of
           a par value of one cent ($.01) per share, 430,000 shall be Class
           B Common Stock of a par value of one cent ($.01) per share, and
           30,000,000 shares shall be Common Stock of a par value of one
           cent ($.01) per share."

        SECOND: That the capital of the Corporation will not be reduced under,
or by reason of, same amendment.

        IN WITNESS WHEREOF, the Corporation has caused this amendment to be
signed by its President and Chief Executive Officer and its corporate seal to
be hereunto affixed by its Secretary this 27th of January 2000.

                                      ENERGY CONVERSION DEVICES, INC.

                                      /s/ Stanford R. Ovshinsky
                                      ------------------------------------------
                                      By:  Stanford R. Ovshinsky
                                      Its: President and Chief Executive Officer


ATTEST:


/s/ Ghazaleh Koefod
-------------------------------
Ghazaleh Koefod, Secretary






