                                                            Exhibit 3.1


                            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 50,930,000 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 50,000,000 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 18th of March 2004.

                                    ENERGY CONVERSION DEVICES, INC.


                                   /s/ Robert C. Stempel
                                   _____________________________________
                                   By:  Robert C. Stempel
                                        Chairman and Chief Executive Officer

ATTEST:

/s/ Ghazaleh Koefod
__________________________________
Ghazaleh Koefod, Secretary


