<SUBMISSION>
<ACCESSION-NUMBER>0000032878-05-000033
<TYPE>8-K
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<PERIOD>20050215
<ITEMS>3.02
<ITEMS>9.01
<FILING-DATE>20050216
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<CONFORMED-NAME>ENERGY CONVERSION DEVICES INC
<CIK>0000032878
<ASSIGNED-SIC>3690
<IRS-NUMBER>381749884
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0605
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<FORM-TYPE>8-K
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<FILE-NUMBER>001-08403
<FILM-NUMBER>05620471
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<BUSINESS-ADDRESS>
<STREET1>2956 WATERVIEW DRIVE
<CITY>ROCHESTER HILLS
<STATE>MI
<ZIP>48309
<PHONE>248-293-0440
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<FORMER-CONFORMED-NAME>ENERGY CONVERSION LABORATORIES INC
<DATE-CHANGED>19710603
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<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k_2005pipeclosing021605.txt
<DESCRIPTION>COMPLETION OF 2005 PIPE
<TEXT>

                                  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)      February 15, 2005
                                                 ------------------------------


                          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 3.02   Unregistered Sales of Equity Securities
---------   ---------------------------------------

      Sale of Shares
      --------------

      On February 15, 2005, Energy Conversion Devices, Inc. ("ECD") completed
its $87.8 million private placement of common stock pursuant to Purchase
Agreements dated February 10, 2005 with 65 institutional investors
("Investors"), the form of which was previously filed as Exhibit 10.1 to a
Current Report on Form 8-K dated February 10, 2005. ECD sold and issued to the
Investors 5,090,000 shares of ECD common stock ("Shares") at a price of $17.25
per share.

      Registration Rights
      -------------------

      In connection with the sale and issuance of the Shares, the Purchase
Agreements also provide that ECD will prepare and file, no later than 10 days
immediately following the closing date, a registration statement with the
Securities and Exchange Commission ("SEC") covering the resale of the Shares.
ECD is required to use reasonable best efforts to have such registration
statement declared effective by the SEC as soon as practicable. If the
registration statement is not declared effective within 90 days of the closing
date under the Purchase Agreements, ECD shall be subject to the payment of
specified liquidated damages to the Investors as set forth in the Purchase
Agreements.

      Placement Agent's Fees
      ----------------------

      ECD retained Jefferies & Company, Inc. and Merriman Curhan Ford & Co. to
act as its placement agents and are paying the placement agents a cash fee of
$4,390,125 at the closing. In addition, ECD agreed to reimburse the placement
agents for up to $150,000 of their out-of-pocket expenses.

      Exemption from Registration
      ---------------------------

      The sale of Shares to the Investors was not registered under the
Securities Act of 1933, as amended (the "Act"), and the Shares were issued and
sold in reliance upon the exemption from registration contained in Section 4(2)
of the Act and Regulation D promulgated thereunder. The Shares may not be
offered or sold in the United States in the absence of an effective registration
statement, or exemption from the registration requirements, under the Act.

      Press Release
      -------------

      On February 16, 2005, ECD issued a press release announcing the completion
of the sale of the Shares. A copy of the press release is filed herewith as
Exhibit 99.1.

Item 9.01   Financial Statements and Exhibits
---------   ---------------------------------

      (c) Exhibits
      ------------

      The exhibits listed on the accompanying Index to Exhibits are filed
herewith.


                                     2

<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: February 16, 2005




                                     3


<PAGE>


                               INDEX TO EXHIBITS

Exhibit
-------

99.1  Press release issued on February 16, 2005 announcing the consummation of
      the sale and issuance of the Shares.




                                     4



<PAGE>


                                  EXHIBIT 99.1

                    Press release issued on February 16, 2005





<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>ex99-1_021605release.txt
<DESCRIPTION>PRESS RELEASE OF 2/16/05 RE COMPLETION OF PIPE
<TEXT>
                Energy Conversion Devices Announces Completion of
                 $87.8 Million Private Placement of Common Stock

      Rochester Hills, Mich., Feb. 16, 2005 ? Energy Conversion Devices, Inc.
(ECD Ovonics) (NASDAQ:ENER) announced today that it has completed the $87.8
million private placement of its common stock previously announced on February
10, 2005. ECD Ovonics sold 5,090,000 shares of common stock at a price of $17.25
per share to 65 institutional investors. A registration statement will be filed
with the Securities and Exchange Commission (SEC) within 10 days for the resale
of the common stock. The shares may not be resold until the registration
statement is declared effective by the SEC.

      ECD Ovonics plans to use the net proceeds of this transaction to double
the manufacturing capacity of United Solar Ovonic's triple-junction, thin-film
amorphous silicon photovoltaic products; to exercise the option to purchase for
$4.55 per share the 4,376,633 shares of ECD Ovonics' common stock held by TRMI
Holdings, Inc., an affiliate of ChevronTexaco Corporation; and for general
corporate purposes, including research and development investments.

      After ECD Ovonics exercises the above-mentioned option, the net proceeds
from this private placement will be approximately $67.9 million (prior to the
deduction of fees and expenses) and the post-exercise number of shares
outstanding will have increased by 713,367 shares, or 2.8%.

      "This private placement, which had significant demand from institutional
investors, is an expression of confidence in our future business plans and
commercialization of our products and technologies," said Robert C. Stempel,
Chairman and CEO of ECD Ovonics. "It will also allow us to expand the
manufacturing capacity of our wholly owned subsidiary, United Solar Ovonic, to
meet the growing demand for its Uni-Solar products."

      The securities offered by ECD Ovonics to accredited investors in the
private placement have been sold in reliance on an exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"). The securities have not been registered under the Securities
Act or any state securities laws, and the securities may not be offered or sold
absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities laws. This
press release does not and will not constitute an offer to sell or the
solicitation of an offer to buy shares in any jurisdiction in which such offer
or solicitation is prohibited.


                                    - more -


<PAGE>


About ECD Ovonics:
ECD Ovonics is the leader in the synthesis of new materials and the development
of advanced production technology and innovative products. It has invented,
pioneered and developed its proprietary, enabling technologies in the fields of
energy and information leading to new products and production processes based on
amorphous, disordered and related materials. ECD Ovonics' proprietary advanced
information technologies include Ovonic phase-change electrical memory, Ovonic
phase-change optical memory and the Ovonic Threshold Switch. The Company's
portfolio of alternative energy solutions includes Ovonic thin-film
continuous-web amorphous solar cells, modules, panels and systems for generating
solar electric power; Ovonic NiMH batteries; Ovonic hydride storage materials
capable of storing hydrogen in the solid state for use as a feedstock for fuel
cells or internal combustion engines or as an enhancement or replacement for any
type of hydrocarbon fuel; and Ovonic fuel cell technology. ECD Ovonics designs
and builds manufacturing machinery that incorporates its proprietary production
processes, maintains ongoing research and development programs to continually
improve its products and develops new applications for its technologies. ECD
Ovonics holds the basic patents in its fields. More information on ECD Ovonics
is available on www.ovonic.com.

                                            ###

This release may contain forward-looking statements within the meaning of the
Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements are based on assumptions which ECD, as of the
date of this release, believes to be reasonable and appropriate. ECD cautions,
however, that the actual facts and conditions that may exist in the future could
vary materially from the assumed facts and conditions upon which such
forward-looking statements are based.


Contacts:
--------
Stephan W. Zumsteg, Vice President and CFO
Ghazaleh Koefod, Investor Relations
Energy Conversion Devices, Inc.
248.293.0440


<PAGE>
</TEXT>
</DOCUMENT>
</SUBMISSION>
