                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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)         December 2, 2004
--------------------------------------------------------------------------------


                     ENERGY CONVERSION DEVICES, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)


    Delaware                         1-8403                    38-1749884
--------------------------------------------------------------------------------
(State or Other Jurisdiction      (Commission               (IRS Employer
 of Incorporation)                 File Number)              Identification No.)


 2956 Waterview Drive, Rochester Hills, MI                       48309
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                       (Zip Code)


Registrant's telephone number, including area code           (248)293-0440
                                                        ------------------------


--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K 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))



<PAGE>


Item 1.01   Entry into a Material Definitive Agreement
---------   ------------------------------------------

      On December 2, 2004 (the "Transaction Date"), Energy Conversion Devices,
Inc. ("ECD") and its subsidiary Ovonic Battery Company, Inc. ("OBC") and certain
affiliates of ChevronTexaco Corporation (TRMI Holdings Inc. ("TRMI-H") and
ChevronTexaco Technology Ventures LLC ("CTTV")) entered into a series of
agreements providing for the transactions described below.

      Pursuant to an Option Agreement dated as of the Transaction Date among
ECD, OBC and TRMI-H, (the "Option Agreement"), TRMI-H has granted to OBC, ECD's
subsidiary, an option (the "Option") to purchase all or any portion of its
4,376,633 shares of ECD Common Stock at a price of $4.55 per share in
consideration of the contribution by OBC of intellectual property and related
market rights and amendments to the operating agreement of COBASYS LLC
(COBASYS), a 50-50 joint venture between OBC and CTTV. The Option may not be
exercised to purchase fewer than 250,000 shares of ECD Common Stock. The Option
may be exercised at any time prior to November 1, 2005 (the "Termination Date")
and is transferable by OBC in accordance with the Option Agreement. TRMI-H has
agreed that until the Termination Date, it will not transfer any shares of
Common Stock except pursuant to the Option. In the event by the Termination Date
(i) the Option is not exercised, (ii) a registration statement under the
Securities Act of 1933, as amended, (the "Securities Act") to permit TRMI-H to
make a public offering of all shares of ECD Common Stock it holds has not been
declared effective by the Securities and Exchange Commission and (iii) TRMI-H is
otherwise unable to effect an immediate public sale of such shares of ECD Common
Stock in full without violation of any applicable law, the Stock Purchase
Agreement dated as of May 1, 2000 between TRMI-H and ECD (the "Stock Purchase
Agreement") shall be of no further force or effect. In the Option Agreement,
TRMI-H has requested a Stock Registration (as such term is defined in the Stock
Purchase Agreement) to facilitate exercise of the Option or sale of the ECD
Common Stock held by TRMI-H following the Termination Date and TRMI-H has agreed
that ECD may delay the filing of a registration statement pursuant to such
request until May 31, 2005. The Option Agreement further provides that if OBC
exercises the Option in full on or before May 31, 2005, TRMI-H agrees not to
acquire ECD's Common Stock prior to January 1, 2008 without the consent of ECD.
A copy of the Option Agreement is filed as Exhibit 10.1 to this Form 8-K.

      OBC has granted COBASYS a royalty-free, worldwide, exclusive license to
certain technology owned by ECD and OBC related to nickel metal hydride
batteries ("ECD/OBC Technology"), which grant extends COBASYS' preexisting
license rights in ECD/OBC Technology to a number of new fields, including
military, homeland security, load-leveling, stationary power and other prismatic
battery applications, and limits ECD's and OBC's rights in ECD/OBC Technology to
other specifically identified fields, such exclusive license being subject to
all preexisting agreements ECD and OBC have with other entities regarding
ECD/OBC Technology. In addition, ECD, OBC and CTTV have agreed to a number of
amendments to the terms of the COBASYS joint venture pursuant to an Amended and
Restated Operating Agreement of COBASYS dated as of the Transaction Date among
OBC, ECD and CTTV (the "COBASYS Agreement"). Among other things, the amendments
to the COBASYS Agreement (i) clarify the obligations of ECD, OBC and CTTV to
provide future funding to COBASYS and the terms under which any such future
funding will be provided,


                                       2
<PAGE>


(ii) provide that CTTV will have increased voting rights on the management
committee of COBASYS with respect to certain matters at any time it has provided
certain funding on behalf of ECD and OBC, (iii) grant CTTV a security interest
in OBC's membership interest to secure performance of OBC's obligations under
the COBASYS Agreement and (iv) provide that the capital accounts of CTTV and OBC
will be equal as of the Transaction Date. COBASYS has also granted to CTTV a
security interest in all of its general intangibles and substantially all of its
intellectual property assets to secure OBC's performance of its obligations
thereunder. A copy of the COBASYS Agreement is filed as Exhibit 10.2 to this
Form 8-K.

      Pursuant to a Transfer, Release and Indemnity Agreement (the "TRI
Agreement") dated as of the Transaction Date among ECD, CTTV and Texaco Ovonic
Hydrogen Systems LLC ("TOHS"), CTTV has agreed to transfer its ownership
interest in TOHS to ECD. CTTV paid ECD a restructuring payment in the amount of
approximately $4.7 million concurrent with such transaction. Pursuant to the TRI
Agreement, CTTV and ECD have terminated that certain Limited Liability Company
Agreement of Texaco Ovonic Hydrogen Systems LLC dated as of October 31, 2000
between CTTV and ECD and certain related agreements among CTTV, ECD and TOHS.
Pursuant to the TRI Agreement, ECD and TOHS, on the one hand, and CTTV, on the
other, have agreed to mutually release one another and certain related persons
from specified losses arising out of such parties' ownership, relationship,
participation or involvement in TOHS. ECD and TOHS have also agreed to jointly
and severally indemnify CTTV and certain related persons against specified
losses arising out of CTTV's ownership, relationship, participation or
involvement in TOHS and any misrepresentation, omission, nonfulfillment or
breach by ECD or TOHS of the TRI Agreement or specified related agreements. A
copy of the TRI Agreement is filed as Exhibit 10.3 to this Form 8-K.

Item 1.02   Termination of a Material Definitive Agreement
---------   ----------------------------------------------

      The description of the Transfer, Release and Indemnity Agreement in Item
1.01 is hereby incorporated by reference.

Item 7.01   Regulation FD Disclosure
---------   ------------------------

      On December 3, 2004, ECD issued a press release announcing the expansion
of the Ovonic NiMH battery license to COBASYS and the restructuring of the
relationship with ChevronTexaco Technology Ventures. The information in this
Item 7.01 and exhibit 99.1 attached hereto will not be deemed to be "filed" for
the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange
Act"), or otherwise subject to the liabilities of such section, nor will such
information or exhibit be deemed incorporated by reference in any filing under
the Securities Act of 1933 or the Exchange Act, except as may be expressly set
forth by specific reference in such filing.

Exhibit Index:
-------------

10.1  Option Agreement entered into by and among Ovonic Battery Company, Inc.,
Energy Conversion Devices, Inc. and TRMI Holdings Inc. as of December 2, 2004.


                                       3
<PAGE>


10.2  Amended and Restated Operating Agreement of COBASYS LLC dated as of
December 2, 2004 by and between ChevronTexaco Technology Ventures, LLC and
Ovonic Battery Company, Inc.

10.3  Transfer, release and indemnity agreement entered into by and among Energy
Conversion Devices, Inc., ChevronTexaco Technology Ventures LLC, and Texaco
Ovonic Hydrogen Systems LLC as of December 2, 2004.

99.1  Press release issued by ECD on December 3, 2004 announcing the expansion
of the Ovonic NiMH battery license to COBASYS and the restructuring of the
relationship with ChevronTexaco Technology Ventures


                                       4
<PAGE>

                                  SIGNATURES

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

                                 ENERGY CONVERSION DEVICES, INC.


                                 By: /s/ Stephan W. Zumsteg
                                     -------------------------------------
                                     Vice President and Chief Financial Officer

Date: December 7, 2004



