As filed with the Securities and Exchange          Registration No. 333-
Commission on February 23, 2005
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                              --------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

                         Energy Conversion Devices, Inc.
             (Exact name of Registrant as specified in its charter)
                               -------------------
<TABLE>
<CAPTION>
           Delaware                            3690                      38-1749884
-------------------------------     ----------------------------     -------------------
<S>                                 <C>                              <C>
(State or other jurisdiction of     (Primary Standard Industrial      (I.R.S. Employer
 incorporation or organization)      Classification Code Number)     Identification No.)
</TABLE>

                              2956 Waterview Drive
                         Rochester Hills, Michigan 48309
                                 (248) 293-0440
         (Address, including zip code, and telephone number, including
            area code, of Registrant's principal executive offices)
                              --------------------

                            Roger John Lesinski, Esq.
                                 General Counsel
                         Energy Conversion Devices, Inc.
                              2956 Waterview Drive
                         Rochester Hills, Michigan 48309
                            Telephone: (248) 293-0440
      (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)
                               -------------------

                                    Copy To:
                              Craig A. Roeder, Esq.
                              Baker & McKenzie LLP
                             130 East Randolph Drive
                             Chicago, Illinois 60601
                            Telephone: (312) 861-8000
                               -------------------

      Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
       -----
      If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.    X
                                                       -----
      If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
                                                        -----
      If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
                       -----
      If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
                                -----
                               -------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                            Proposed Maximum      Proposed Maximum       Amount of
    Title of Shares        Amount To Be      Offering Price      Aggregate Offering     Registration
    To Be Registered        Registered        Per Share (1)           Price (1)              Fee
  --------------------     ------------     ----------------     ------------------     ------------
  <S>                      <C>              <C>                  <C>                    <C>
  Common Stock, par
  value $.01 per share     5,090,000        $18.59               $94,623,100            $11,137.14

</TABLE>
    (1) Estimated solely for the purpose of calculating the registration fee
        pursuant to Rule 457(c) under the Securities Act based on an average
        of the high and low prices of our common stock on the Nasdaq National
        Market System on February 22, 2005, which was $18.59 per share.

      The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act, as amended, or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

================================================================================


<PAGE>

The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these shares of common stock until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.

                 SUBJECT TO COMPLETION, DATED FEBRUARY 23, 2005


                                   PROSPECTUS

                                 [COMPANY LOGO]

                                5,090,000 Shares

                                  Common Stock

                         Energy Conversion Devices, Inc.

      This prospectus relates solely to the offer and sale by the selling
stockholders identified in this prospectus of up to 5,090,000 shares of our
common stock. The selling stockholders are offering all of the shares to be sold
in the offering, but they are not required to sell any of these shares. The
selling stockholders acquired these shares from us in a private placement
completed as of February 15, 2005. We will not receive any of the proceeds from
the sale of our common stock by the selling stockholders.

      Shares of our common stock are traded on the Nasdaq National Market System
under the symbol "ENER." On February 22, 2005, the closing price of our common
stock was $18.59 per share, as reported by the Nasdaq National Market. Shares of
our Class A common stock and Class B common stock are not publicly traded.
                                  -------------------

      Investing in our common stock involves risks. See Risk Factors beginning
on page 4.
                                  -------------------

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
                                  -------------------

                  The date of this prospectus is February __, 2005.


<PAGE>


      You should rely only on the information contained in or incorporated by
reference in this prospectus. Neither the selling stockholders nor we have
authorized anyone to provide you with information in addition to or different
from that contained in this prospectus. The selling stockholders are offering to
sell, and seeking offers to buy, shares of common stock only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or of any sale of our common stock.

                               TABLE OF CONTENTS

   Prospectus Summary........................................................3
   Risk Factors..............................................................4
   Cautionary Note Regarding Forward-Looking Statements.....................12
   Selling Stockholders.....................................................13
   Plan of Distribution.....................................................18
   Use of Proceeds..........................................................20
   Dividend Policy..........................................................20
   Legal Matters............................................................20
   Experts..................................................................20
   Where You Can Find More Information......................................20
   Incorporation of Certain Information by Reference........................21

      Unless the context otherwise requires, throughout this prospectus the
words "ECD," "we," "us" and "our" refer to Energy Conversion Devices, Inc. and
its consolidated subsidiaries.

      "Ovonic(R)" and "OvonicTM" are trademarks and service marks of Energy
Conversion Devices, Inc. and its affiliated companies. Each of the other
trademarks, trade names or service marks appearing in this prospectus belongs
to its respective holder.


                                       2

<PAGE>

                               PROSPECTUS SUMMARY

      The following summary highlights selected information from this prospectus
and may not contain all the information that is important to you. To understand
our business and this offering fully, you should read this entire prospectus
carefully, along with the more detailed information and financial statements and
the notes to the financial statements appearing elsewhere in this prospectus or
incorporated by reference in this prospectus, before you decide whether to
participate in this offering. This prospectus contains forward-looking
statements and information. See "Cautionary Note Regarding Forward-Looking
Statements" on page 12.

                                  Our Business

      Energy Conversion Devices, Inc. is a technology, product development and
manufacturing company engaged in the invention, engineering, development and
commercialization of new materials, products and production technology in the
fields of alternative energy technology and information technology. Based upon
the fundamental and pioneering inventions of Stanford R. Ovshinsky, principal
inventor, we have established a leadership role in the development of
proprietary materials, products and production technology based on our
atomically engineered amorphous and disordered materials using chemical and
structural disorder to provide multiple degrees of freedom that result in our
ability to make many new materials.

      We have developed materials that permit us to design and commercialize
products such as thin-film solar cell (photovoltaic) products, nickel metal
hydride (NiMH) batteries, and phase-change memory devices. These products have
unique chemical, electrical, mechanical and optical properties and superior
performance characteristics. Our proprietary materials, products and
technologies are referred to as Ovonic(R).

      We have established a multi-disciplinary business, scientific, technical
and manufacturing organization to commercialize products based on our
technologies, and have enabling proprietary technologies in the important fields
of energy generation and storage and information technology.

      We manufacture and sell our proprietary products through our subsidiaries
and joint venture companies and through licensing arrangements with major
companies throughout the world. In addition, in support of these activities, we
are engaged in research and development, production of our proprietary materials
and products, as well as in designing and building production machinery. Our
extensive patent portfolio includes numerous basic and fundamental patents
applicable to each of our lines of business. We invent not only materials, but
also develop low-cost production technologies and high-performance products. Our
patents, therefore, cover not only materials, but also the production technology
and products we develop.

      Our principal executive offices are located at 2956 Waterview Drive,
Rochester Hills, Michigan 48309. Our telephone number is (248) 293-0440. We
maintain an Internet web site at www.ovonic.com. The information contained on
our web site, or on other web sites linked to our web site, is not part of this
prospectus.


                                       3

<PAGE>

                                  RISK FACTORS

      The following risk factors should be considered in conjunction with the
other information included or incorporated by reference in this prospectus
before purchasing or otherwise acquiring the common stock offered hereby.

Risks Relating to Our Business

      We have a history of losses, our future profitability is uncertain
      and our financial statements are subject to a going concern
      explanatory paragraph by our independent registered public accounting
      firm.

      Since our founding through December 31, 2004, we have incurred net losses
of more than $267 million in connection with the research, development and
commercialization of products based on our technologies. Our financial
statements are subject to a going concern explanatory paragraph by our
independent registered public accounting firm. Our ability to achieve
profitability in the future years is uncertain and will depend largely on the
successful commercialization of our products, as to which there can be no
assurance. As a result of these factors, our independent registered public
accounting firm has included an explanatory paragraph in its audit opinion
based on substantial doubt regarding our ability to continue as a going concern.

      We receive a significant portion of our revenues from a small number
      of customers.

      We historically have entered into agreements with a relatively small
number of major customers throughout the world. For example, for our 2004 fiscal
year, one major customer (Texaco Ovonic Hydrogen Systems) accounted for
approximately 15% of our total revenues. Because we now own 100% of Ovonic
Hydrogen Systems, this former customer will no longer be a source of revenue
to us. Our revenues would decrease substantially if we were to lose any
major customer.

      We will need to obtain additional debt or equity financing to continue
      to operate our business, and financing may be unavailable or available
      only on disadvantageous terms.

      We have in the past experienced substantial losses and negative cash flow
from operations and have required significant debt and equity financing in order
to pursue the commercialization of products based on our technologies. We expect
to seek additional debt and equity financing in the future. There can be no
assurance that such additional financing will be available or that the terms of
such additional financing, if available, will be acceptable to us. Additional
equity financing may result in substantial dilution to our stockholders,
including purchasers of the common stock offered hereby. Our independent
registered public accounting firm has included an explanatory paragraph in its
audit report to our 2004 financial statements based on substantial doubt
regarding our ability to continue as a going concern. A statement of this type
may interfere with our ability to issue our securities to the public or in
private transactions.

      Our revenues are dependent upon licensing arrangements and joint
      ventures, and our licensees and joint venture partners may be
      unwilling or unable to devote


                                       4

<PAGE>

      their financial resources and manufacturing and marketing capabilities
      to commercialize products based on our technologies.

      In the fields of consumer rechargeable batteries, hybrid and electric
vehicle batteries, scooter batteries and information technologies, we have
entered into licensing agreements and joint venture agreements with established
industrial companies. Any revenues or profits which may be derived by us from
these licensing and joint venture agreements will be substantially dependent
upon the willingness and ability of our licensees and joint venture partners to
devote their financial resources and manufacturing and marketing capabilities to
commercialize products based on our technologies. There can be no assurance that
such financial resources will be available or that such commercialization will
be successful. Certain of our joint venture and business agreements contain
conditions which, if not satisfied, permit the joint venture or business partner
to discontinue such arrangements. Many of such conditions are outside of our
control and, accordingly, there can be no assurance that such conditions will be
satisfied. There are also various business, technological and other
uncertainties that affect us and our joint venture partners and licensees. In
fields in which we are not presently a party to joint venture or license
agreements, we may be required to enter into collaborative arrangements with
established industry partners to produce products on a commercial scale. There
can be no assurance that we will be able to enter into such collaborative
arrangements.

      We may be unable to continue to protect and maintain the proprietary
      nature of our technology, or to convince others of the necessity of
      licensing our technology without litigation.

      Our ability to compete effectively will depend, in part, on our ability to
protect and maintain the proprietary nature of our technology. There can be no
assurance as to the degree of protection offered by the patents owned by us, or
as to the likelihood that additional patents will be issued based upon pending
patent applications. Patent applications in the United States are maintained in
secrecy until patents are issued. Therefore, we cannot be certain that we were
the first creator of the inventions covered by our patents or pending patent
applications, or that we were the first to file patent applications for such
inventions. The high costs of enforcing patent and other proprietary rights may
also limit the degree of protection afforded to us. We may be unable to license
our technology without incurring the high costs of litigation to enforce our
patent and other proprietary rights. We also rely on unpatented proprietary
technology, and there can be no assurance that others may not independently
develop the same or similar technology or otherwise obtain access to our
proprietary technology.

      Other companies may be successful in asserting patent infringement or
      other claims against us which prevent us from commercializing products
      based on our technology or which force us to make royalty or other
      payments to competitors.

      There can be no assurance that our patents or other proprietary rights
will be determined to be valid or enforceable if challenged in court or
administrative proceedings or that our patents or other proprietary rights, even
if determined to be valid, will be broad enough in scope to enable us to prevent
third parties from producing products using similar technologies or processes.
There can also be no assurance that we will not become involved in disputes with
respect to the patents or proprietary rights of third parties. An adverse
outcome from such proceedings could subject us to significant liabilities to
third parties, require disputed rights to be licensed from third parties,
prevent us from collecting royalties from licensees or require us to stop using
such technology, any of which would have a material adverse effect on our
financial condition and business prospects.


                                       5

<PAGE>

      Other companies may develop competing technologies which cause our
      technology to become obsolete or non-competitive.

      We and our joint venture partners compete with firms, both domestic and
foreign, that perform research and development, as well as firms that
manufacture and sell products. Some of our competitors are among the largest
industrial companies in the world and have well-established business
organizations and product lines, extensive resources and large research and
development staffs and facilities. There can be no assurance that one or more
such companies will not succeed in developing technologies or products that will
become available for commercial sale prior to our products, that will have
performance superior to our products or that would otherwise render our products
obsolete or non-competitive.

      Our ability to succeed will be dependent upon our ability to successfully
      implement our business plan, as to which no assurance can be given.

      Our ability to execute our business plan must be considered in light of
the inherent risks, expenses and difficulties typically encountered by research
and development companies, particularly companies with new and evolving
technologies. Such unique difficulties include the costs and expense of our
research and development efforts, the uncertainties associated with
manufacturing products implementing new technologies, and the uncertainties of
market acceptance of our products. Additionally, our business may be affected by
adverse changes in general economic conditions or in political or competitive
forces.

      Our product development programs involve a number of uncertainties,
      additional research and development efforts will be required before
      certain products can be manufactured and sold commercially, and there
      can be no assurance that such efforts will be successful.

      Additional research and development efforts will be required before
certain of our products and technologies may be manufactured and sold
commercially. There can be no assurance that such research and development
efforts will be successful or that we will be able to develop commercial
applications for our products and technologies. The areas in which we are
developing technologies and products are characterized by rapid and significant
technological change. Rapid technological development may result in our products
becoming obsolete or non-competitive before we are able to recover any portion
of the research and development and other expenses we have incurred to develop
our products and technologies.

      We and our joint venture partners may not be able to manufacture our
      developed products successfully on a commercial scale.

      We may not achieve the designed output capabilities of certain
manufacturing equipment designed to manufacture our developed products once the
technology is ready to be sold commercially, and there can be no assurance that
we and our joint venture partners will be able to successfully manufacture our
products. In order to produce products on a commercial scale, we and our joint
venture partners and certain of our licensees will be required to establish or
significantly increase manufacturing capabilities currently being used to
produce certain of our products. Although substantially all of our joint venture
partners and licensees have experience in commercial-scale manufacturing, we
have little such experience and there can be no assurance that we or our joint
venture partners and licensees will expand or establish manufacturing
capabilities for manufacturing our products beyond those presently in existence.


                                       6

<PAGE>

      It is uncertain that the market will accept our products once the
      technology has been developed and commercial-scale manufacturing has
      been achieved.

      There can be no assurance that products based on our technologies will be
perceived as being superior to existing products or new products being developed
by competing companies or that such products will otherwise be accepted by
consumers. The market prices for our products may exceed the prices of
competitive products based on current technologies or new products based on
technologies currently under development by competitors. There can be no
assurance that the prices of our products will be perceived by consumers as
cost-effective or that the prices of such products will be competitive with
existing products or with other new products or technologies.

      Our government product development and research contracts may be
      terminated by unilateral government action, or we may be unsuccessful
      in obtaining new government contracts to replace those which have been
      terminated or completed.

      We have several government product development and research contracts. Any
revenues or profits which may be derived by us from these contracts will be
substantially dependent upon the government agencies' willingness to continue to
devote their financial resources to our research and development efforts. There
can be no assurance that such financial resources will be available or that such
research and development efforts will be successful. Our government contracts
may be terminated for the convenience of the government at any time, even if we
have fully performed our obligations under the contracts. Upon a termination for
convenience, we would generally only be entitled to recover certain eligible
costs and expenses we had incurred prior to termination and would not be
entitled to any other payments or damages.

      We may experience performance problems with key suppliers or
      subcontractors.

      Our success is highly dependent on the continued services of a limited
number of key suppliers and subcontractors. The loss of any of these suppliers
and subcontractors could have a material adverse effect on us. There can be no
assurance that we will be able to retain existing relationships with key
suppliers and subcontractors on acceptable terms.

      We may suffer the loss of key personnel or may be unable to attract and
      retain qualified personnel to maintain and expand our business.

      Our success is highly dependent on the continued services of a limited
number of skilled managers and scientists. The loss of any of these individuals
could have a material adverse effect on us. In addition, our success will depend
upon, among other factors, the recruitment and retention of additional highly
skilled and experienced management and technical personnel. There can be no
assurance that we will be able to retain existing employees or to attract and
retain additional personnel on acceptable terms given the competition for such
personnel in industry, universities and non-profit research institutions.

      We may become subject to legal or regulatory proceedings which may reach
      unfavorable resolutions.

      We are involved in legal proceedings arising in the normal course of
business. Due to the inherent uncertainties of legal proceedings, the outcome of
any such proceeding could be unfavorable, and we may choose to make payments or
enter into other arrangements, to settle


                                       7

<PAGE>

such proceedings. Failure to settle such proceedings could require us to pay
damages or other expenses, which could have a material adverse effect on our
financial condition or results of operations. We have been subject to legal
proceedings in the past involving the validity and enforceability of certain of
our patents. While such patent-related legal proceedings have been resolved,
such proceedings can require the expenditure of substantial management time and
financial resources and can adversely affect our financial performance. There
can be no assurance that we will not be a party to other legal proceedings in
the future.

      We have disclosed several material weaknesses in our internal controls
      that, if not remedied, could result in material misstatements in our
      financial statements, cause investors to lose confidence in our
      reported financial information and have a negative effect on the
      trading price of our stock.

      In our Annual Report on Form 10-K for the fiscal year ended June 30, 2003,
we disclosed that the following two matters were identified as reportable
conditions pursuant to the standards established by the American Institute of
Certified Public Accountants:

      1. Policies and procedures regarding employee conduct and acceptable
      business practices, including expense reporting and personal use of
      our company assets, were not well-documented and did not adequately
      communicate our company's expectations regarding these matters.

      2. We were not able to meet the filing deadline for the June 30, 2003
      Form 10-K because we lacked the resources to address the financial
      reporting related to significant and complex business transactions
      entered into in fiscal year 2003.

      We have taken several actions to address and correct these conditions,
including employing qualified personnel and adopting and implementing policies
and procedures to address the issues identified. We have completed our
evaluation of resources to address our financial reporting and believe our
resources are sufficient and will provide the time necessary to prepare, and
provide for reviews by management, the Audit Committee and the Board of
Directors, and file periodic reports within the time periods specified in the
rules and regulations of the Securities and Exchange Commission, or SEC.

      In our Annual Report on Form 10-K for the fiscal year ended June 30, 2004,
we disclosed that in September 2004 Grant Thornton LLP (GT), our independent
registered public accounting firm, reported to our Audit Committee and
management that it had identified during the course of its audit for the year
ended June 30, 2004 the following four significant deficiencies pursuant to
standards established by the Public Company Accounting Oversight Board:

      1. We have insufficient documentation of our policies and procedures
      around internal controls to ensure that the execution of activities
      and controls are consistent with management objectives.

      2. We do not currently have monitoring controls in place to determine
      whether controls that have been implemented by management specifically
      in the financial reporting function are actually operating consistently
      with management's objectives.

      3. We have areas where employees are performing processes or
      controls that are incompatible with their function. Segregation
      of duties issues were identified in the


                                       8

<PAGE>

      Accounts Receivable, Accounts Payable, Financial Reporting, Payroll,
      and Treasury functions.

      4. We have certain weaknesses in the security of data within our
      information systems. These include issues regarding security event
      logs and activity reports, assignment of administrator rights,
      segregation of duties, and access to data and applications.

      GT has indicated that each of the above significant deficiencies
constitutes a material weakness in our internal controls pursuant to standards
established by the Public Company Accounting Oversight Board. In general,
reportable conditions are significant deficiencies in our internal controls
that, in the judgment of our independent registered public accounting firm,
could adversely affect our ability to record, process, summarize and report
financial data consistent with the assertions of management in the financial
statements. A material weakness is a reportable condition in which our internal
controls do not reduce to a low level the risk that undetected misstatements
caused by error or fraud may occur in amounts that are material to our audited
financial statements.

      As part of our effort to ensure compliance with provisions of Section 404
of the Sarbanes-Oxley Act of 2002, we have created a plan and have dedicated the
required resources to address and remediate these material weaknesses prior to
our attestation of control effectiveness as of June 30, 2005. This has included
the recent retention of a registered public accounting firm to assist in the
project direction, execution and external reporting. The process of designing
and implementing effective internal controls and procedures is a continuous
effort that requires us to anticipate and react to changes in our business and
the economic and regulatory environments and to expend significant resources to
maintain a system of internal controls that is adequate to satisfy our reporting
obligations as a public company. The effectiveness of the steps we are still in
the process of taking to improve the reliability of our interim financial
statements is subject to continued management review supported by confirmation
and testing as well as Audit Committee oversight. We cannot assure you that we
will not in the future identify further material weaknesses or significant
deficiencies in our internal control over financial reporting that we have not
discovered to date.

      Beginning with the year ending June 30, 2005, pursuant to Section 404 of
the Sarbanes-Oxley Act, our management will be required to deliver a report that
assesses the effectiveness of our internal control over financial reporting, and
we will be required to deliver an attestation report of our independent
registered public accounting firm on our management's assessment of and
operating effectiveness of internal controls. We have substantial effort ahead
of us to complete documentation of our internal control system and financial
processes, information systems, assessment of their design, remediation of
control deficiencies identified in these efforts and management testing of the
design and operation of internal controls. An inability to complete and document
this assessment could result in a scope limitation qualification or a scope
limitation disclaimer by our independent registered public accounting firm on
their attestation of our internal controls. In addition, if a material
weakness were identified with respect to our internal control over financial
reporting, we would not be able to conclude that our internal controls over
financial reporting were effective, which could result in the inability of our
independent registered public accounting firm to deliver an unqualified report,
or any report, on our internal controls. Inferior internal controls could also
cause investors to lose confidence in our reported financial information, which
could have a negative effect on the trading price of our stock.


                                       9

<PAGE>

Risks Related to this Offering

      Our stock price is subject to volatility and your investment could
      suffer a decline in value.

      There has been a history of significant volatility in the market price of
our common stock. We believe that many factors, including several which are
beyond our control, have a significant effect on the market price of our common
stock. These include:

        o  actual or anticipated announcements of technological innovations;
        o  new commercial products;
        o  actual or anticipated changes in laws and governmental
           regulations;
        o  disputes relating to patents or proprietary rights;
        o  changes in business practices;
        o  developments relating to our efforts to obtain additional
           financing to fund our operations;
        o  announcements by us regarding transactions with potential
           strategic partners;
        o  changes in industry trends or conditions;
        o  our issuance of additional debt or equity securities; and
        o  sales of significant amounts of our common stock or other
           securities in the market.

      In addition, the stock market in general, and the Nasdaq National Market
in particular, have experienced significant price and volume fluctuations that
have often been unrelated or disproportionate to the operating performance of
listed companies. These broad market and industry factors may seriously harm the
market price of our common stock, regardless of our operating performance. In
the past, securities class action litigation has often been instituted following
periods of volatility in the market price of a company's securities. A
securities class action suit against us could result in substantial costs,
potential liabilities and the diversion of our management's attention and
resources.

      There is a large number of shares that may be sold in the market following
      this offering, which may depress the market price of our common stock.

      Up to 5,090,000 shares of our common stock may be sold in the market in
connection with this offering, which may depress the market price of our common
stock. Sales of a substantial number of shares of our common stock or securities
convertible into or exercisable for our common stock in the public market
following this offering could cause the market price of our common stock to
decline. If there are more shares of common stock offered for sale than buyers
are willing to purchase, then the market price of our common stock may decline
to a market price at which buyers are willing to purchase the offered shares of
common stock and sellers remain willing to sell the shares. All of the shares
sold in this offering will be freely tradeable without restriction or further
registration under the Securities Act, except for any shares purchased by our
"affiliates" as defined in Rule 144 under the Securities Act.


                                       10

<PAGE>

      Our quarterly operating results may fluctuate significantly.

      We expect our results of operations to be subject to quarterly
fluctuations. The level of our revenues and results of operations at any given
time will be based primarily on the following factors:

        o  the status of the development and commercialization of products
           based on our technologies;
        o  our entry into license or joint venture agreements with
           strategic partners and the timing and accounting treatment of
           payments to us, if any, under those agreements;
        o  our receipt of royalty payments under licenses of our
           technology to third parties and the timing and accounting
           treatment of these payments;
        o  the addition or termination of research programs or funding
           support from governmental entities or other third parties;
        o  the addition or termination of machine-building contracts; and
        o  variations in the level of capital expenditure and operating
           expenses related to our business operations during any given
           period.

      These and other factors may cause the price of our stock to fluctuate
substantially. We believe that quarterly comparisons of our financial results
are not necessarily meaningful and should not be relied upon as an indication of
our future performance.

      When we are required to account for employee stock option plans using the
      fair value method, it will significantly increase our net loss and net
      loss per share.

      The Financial Accounting Standards Board recently issued its Statement of
Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment
(Statement 123R), which addresses the accounting for employee stock options.
Statement 123R requires that the cost of all employee stock options, as well as
other equity-based compensation arrangements, be reflected in financial
statements based on the estimated fair value of the awards. Upon our
implementation of Statement 123R, we could have significant additional
compensation expense. If we had historically accounted for stock-based
compensation plans using the fair value method prescribed in Statement 123 in
our 2004 fiscal year, we would have recorded approximately $3,004,000 in
additional expenses, and our basic and diluted loss per share would have been
increased by $.13 per share. See Note A of Notes to Consolidated Financial
Statements for the Three Years Ended June 30, 2004 for a more detailed
presentation of our accounting for stock-based compensation.

      Because we do not intend to pay dividends, you will not receive funds
      without selling shares and, depending on when you sell your shares, you
      may lose the entire amount of your investment.

      We have never declared or paid any cash dividends on our capital stock and
do not intend to pay cash dividends in the foreseeable future. We intend to
invest our future earnings, if any, to fund our growth. Therefore, you will not
receive any proceeds with respect to your stock prior to selling it. We also
cannot assure you that you will receive a return on your investment when you do
sell your shares or that you will not lose the entire amount of your investment.


                                       11

<PAGE>

      Because our officers, directors and certain stockholders will together own
      shares entitled to 29% of the voting power of our outstanding stock, the
      voting power of other stockholders, including purchasers in this offering,
      may be effectively limited.

      Based on share ownership as of February 17, 2005, our officers, directors,
and our stockholders Sanoh Industrial Co., Ltd. (Sanoh) (through a proxy given
to Mr. Ovshinsky) and ChevronTexaco (which will vote its shares of our common
stock in accordance with votes cast by the holders of Class A common stock and
Class B common stock) and their respective affiliates will beneficially own or
control, directly or indirectly, a total of 5,312,543 shares of common stock,
Class A common stock and Class B common stock, which in the aggregate will
represent approximately 29% of the voting power of our outstanding stock. As a
result, if some of these persons or entities act together, they will have the
ability to substantially influence certain matters submitted to our stockholders
for approval, including the election and removal of directors, certain
amendments to our certificate of incorporation and bylaws and the approval of
any business combination. This may delay or prevent an acquisition of ECD or
cause the market price of our stock to decline. Some of these persons may have
interests different than yours.

      Provisions in our charter documents and Delaware law may delay or prevent
      an acquisition of our company.

      Our certificate of incorporation and bylaws contain provisions that could
make it harder for a third party to acquire us without the consent of our Board
of Directors. For example, shares of our Class A common stock are presently
entitled to 25 votes per share on all matters to be voted on by our
stockholders, including mergers and the sale of all or substantially all of our
assets. In addition, if a potential acquiror were to make a hostile bid for us,
the acquiror would not be able to call a special meeting of stockholders to
remove our Board of Directors or act by written consent without a meeting. The
acquiror would also be required to provide advance notice of its proposal to
replace directors at any annual meeting, and would not be able to cumulate votes
at a meeting, which would require the acquiror to hold more shares to gain
representation on the Board of Directors than if cumulative voting were
permitted.

      Our Board of Directors also has the ability to issue additional shares of
common stock that could significantly dilute the ownership of a hostile
acquiror. In addition, Section 203 of the Delaware General Corporation Law
limits mergers and other business combination transactions involving 15% or
greater stockholders of Delaware corporations unless certain board or
stockholder approval requirements are satisfied. These provisions and other
similar provisions make it more difficult for a third party to acquire us
without negotiation. These provisions may apply even if the offer may be
considered beneficial by some stockholders.

      Our Board of Directors could choose not to negotiate with an acquiror that
it did not believe was in our strategic interests. If an acquiror is discouraged
from offering to acquire us or prevented from successfully completing a hostile
acquisition by these or other measures, you could lose the opportunity to sell
your shares at a favorable price.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including in particular
statements about our financial condition, results of operations, plans,
objectives, expectations, future performance and


                                       12

<PAGE>

business prospects. You can identify these statements by forward-looking words
such as "may," "will," "anticipate," "believe," "estimate," "expect," "intend,"
"plan," "seek" and similar expressions. We have based these forward-looking
statements on our current expectations with respect to future events and
occurrences. Investors are cautioned that our actual results in the future may
differ materially from the expected results reflected in our forward-looking
statements. Important factors that could cause our actual results to differ
materially from the results anticipated by the forward-looking statements are
contained herein under "Risk Factors" and elsewhere in this prospectus. Any or
all of these factors could cause our actual results and financial or legal
status for future periods to differ materially from those expressed or referred
to in any forward-looking statement. All written or oral forward-looking
statements attributable to us are expressly qualified in their entirety by these
cautionary statements.  Forward-looking statements speak only as of the date on
which they are made.

                              SELLING STOCKHOLDERS

      The following table provides information, provided to us by the selling
stockholders, regarding the beneficial ownership of the outstanding shares of
common stock by the selling stockholders both before the offering and as
adjusted to reflect the sale of all of the shares offered under this prospectus.
The selling stockholders may offer the shares for sale from time to time in
whole or in part. Except where otherwise noted, the selling stockholders named
in the following table have, to our knowledge, sole voting and investment power
with respect to the shares beneficially owned by them.

<TABLE>
<CAPTION>
                                            Shares Beneficially      Number of      Shares Beneficially
                                                  Owned               Shares               Owned
                                             Prior to Offering        Being           After Offering***
                                             Number      Percent    Registered**      Number     Percent
                                           ----------    -------    ------------    ----------   -------
<S>                                        <C>           <C>        <C>             <C>          <C>
Fidelity Capital Trust: Fidelity
  Capital Appreciation Fund(1)             3,019,132       9.48%      500,000        2,519,132     7.91%

CCM Master Qualified Fund, Ltd.(2)         2,178,973       6.97%      340,000        1,838,973     5.88%

Oppenheimer Funds, Inc.                      836,460       2.73%      313,000          523,460     1.71%

Citadel Limited Partnership(3)               402,796       1.32%      400,000            2,796         *

UBS O'Connor LLC F/B/O O'Connor Global       192,500           *      192,500                -         *
  Fundamental Long/Short Limited(4)
UBS O'Connor LLC F/B/O O'Connor PIPES        150,000           *      150,000                -         *
  Corporate Strategies Master
  Limited(4)
UBS O'Connor LLC F/B/O UBS Global             57,500           *       57,500                -         *
  Equity Arbitrage Master Limited(4)

US Bank, NA Cust FBO First American          339,420       1.11%      339,420                -         *
  Sm. Cap. Growth Opportunities Fund(5)
State Street Bank & Trust Custodian
  for Burroughs Welcome Fund(5)               37,590           *       37,590                -         *
US Bank NA Cust FBO Milwaukee
  Foundation US Bank Microcap Fund(5)         10,320           *       10,320                -         *
US Bank, NA Cust FBO St. Paul
  Electrical Construction Workers
  Pension Plan(5)                              5,460           *        5,460                -         *


                                       13

<PAGE>

US Bank, NA Cust FBO St. Paul
  Electrical Construction Workers
  Supply Pension Plan(5)                       5,140           *        5,140                -         *
US Bank, NA Tr U/A Richard D.
  Waterfield Tr DTD 10/19/1999(5)              2,070           *        2,070                -         *

D.B. Zwirn Special Opportunities Fund,
  Ltd.(6)                                    262,500           *      262,500                -         *
D.B. Zwirn Special Opportunities Fund,
  L.P.(6)                                     87,500           *       87,500                -         *

AG Offshore Convertibles, Ltd.(7)            149,000           *      149,500                -         *
AG Domestic Convertibles, L.P. (7)            80,500           *       80,500                -         *

Smithfield Fiduciary LLC(8)                  220,000           *      220,000                -         *

Crestview Capital Master LLC(9)              200,000           *      200,000                -         *

Portside Growth and Opportunity
  Fund(10)                                   200,000           *      200,000                -         *

Eagle Rock Capital                           150,000           *      150,000                -         *

Capital Ventures International(11)           125,000           *      125,000                -         *

DKR SoundShore Oasis Holding Fund Ltd.       100,000           *      100,000                -         *

Gryphon Master Fund, L.P.(12)                 75,000           *       75,000                -         *
GSSF Master Fund, L.P. (12)                   25,000           *       25,000                -         *

Radcliffe SPC, Ltd. for and on behalf
  of the Class A Convertible Crossover
  Segregated Portfolio                       100,000           *      100,000                -         *

SF Capital Partners Ltd. (13)                100,000           *      100,000                -         *

Sherleigh Assoc. & Inc. Profit Sharing
  Plan(14)                                   100,000           *      100,000                -         *

Truk Opportunity Fund, LLC(15)                94,000           *       94,000                -         *
Truk International Fund, LP(15)                6,000           *        6,000                -         *

STI Strategic Investments Ltd. (16)           75,000           *       75,000                -         *

Xerion Partners II Master Fund
  Limited(17)                                 32,500           *       32,500                -         *
Xerion Partners I, LLC(17)                    32,500           *       32,500                -         *

Basso Multi-Strategy Holding Fund
  Ltd.(18)                                    48,360           *       48,360                -         *
Basso Private Opportunity Holding Fund
  Ltd. (19)                                   13,640           *       13,640                -         *

Cougar Trading, LLC                           60,500           *       35,000           25,500         *

CD Investment Partners, Ltd. (20)             60,000           *       60,000                -         *

Iroquois Capital LP                           60,000           *       60,000                -         *

Spectra Financial Group, LLC                  50,000           *       50,000                -         *

JMG Capital Partners, LP                      20,000           *       20,000                -         *
JMG Triton Offshore Fund, Ltd.                20,000           *       20,000                -         *

Bluegrass Growth Fund LP                      12,500           *       12,500                -         *
Bluegrass Growth Fund LTD                     12,500           *       12,500                -         *

Clarion Management Ltd.                       25,000           *       25,000                -         *



                                       14

<PAGE>


Cranshire Capital, L.P.                       25,000           *       25,000                -         *

Silver Oak Investments, Inc.                  25,000           *       25,000                -         *

Corriente Partners, L.P.                      20,000           *       20,000                -         *

Langley Partners, L.P.                        20,000           *       20,000                -         *

Senvest International                         15,000           *       15,000                -         *

Treeline Investment Partners, LLC(21)         15,000           *       15,000                -         *

Artorius Management, LLC                      10,000           *       10,000                -         *

Enable Capital Management(22)                 10,000           *       10,000                -         *

Winton Capital Holdings Ltd.                  10,000           *       10,000                -         *

Chestnut Ridge Partners, L.P.                  5,000           *        5,000                -         *

Iron Horse Capital LLC                         5,000           *        5,000                -         *

Turnberry Asset Mgt.                           5,000           *        5,000                -         *

</TABLE>
-----------------
    *  Less than one percent.
   **  Represents the maximum number of shares that may be sold by the
       selling stockholders.
  ***  Assumes all of the shares being registered pursuant to this
       registration statement will be sold by the selling stockholders.

(1)   The purchaser is a registered investment fund (the "Fund") advised by
      Fidelity Management & Research Company ("FMR Co."), a registered
      investment adviser under the Investment Advisers Act of 1940, as amended.
      FMR Co., 82 Devonshire Street, Boston, MA 02199, a wholly owned subsidiary
      of FMR Corp. and an investment adviser under Section 203 of the Investment
      Advisers Act of 1940, is the beneficial owner of 3,975,730 shares of the
      Common Stock of the Company (including warrants to purchase 1,259,566
      shares of Common Stock) as a result of acting as investment adviser to
      various investment companies registered under Section 8 of the Investment
      Company Act of 1940. Edward C. Johnson 3d, Chairman of FMR Corp., through
      its control of FMR Co., and the Fund, has sole power to dispose of the
      3,975,730 shares of the Fund. Neither FMR Corp. nor Edward C. Johnson 3d,
      Chairman of FMR Corp., has the sole power to vote or direct the voting of
      the shares owned directly by the Fund, which power resides with the Fund's
      Board of Trustees. The Fund is an affiliate of a broker-dealer. The Fund
      purchased the securities in the ordinary course of business and, at the
      time of the purchase of the securities to be resold, the Fund did not have
      any agreements or understandings, directly or indirectly, with any person
      to distribute the securities.

(2)   Consists of 1,510,077 outstanding shares of common stock and 668,896
      shares of common stock issuable upon exercise of currently exercisable
      warrants. Coghill Capital Management, L.L.C. and Clint D. Coghill, through
      their control of CCM Master Qualified Fund, Ltd., have shared voting and
      dispositive power over these shares.

(3)   The following affiliates of the purchaser are NASD registered
      broker-dealers: Citadel Trading Group, L.L.C., a Delaware limited
      liability company; Citadel Derivatives Group LLC, a Delaware limited
      liability company, Palafox Trading LLC, a Delaware limited liability
      company; and Aragon Investments, Ltd., a Bermuda company (collectively,
      the "Broker-Dealer Affiliates"). The purchaser and each of the
      Broker-Dealer Affiliates are directly or indirectly controlled by Citadel
      Limited Partnership.


                                       15

<PAGE>

(4)   UBS O'Connor LLC, located at One North Wacker Dr., 32nd Floor Chicago, IL
      60606, has dispositive powers over these securities. UBS O'Connor LLC is
      an affiliate of UBS Securities LLC, a registered broker-dealer. UBS
      O'Connor LLC purchased these securities in the ordinary course of its
      business and, at the time of this purchase, did not have any agreements,
      understandings, directly or indirectly, with any person to distribute
      these securities. UBS Securities LLC and UBS O'Connor LLC make their
      investment decisions separately.

(5)   US Bank, NA has dispositive powers over the securities held by the
      purchaser. US Bank, NA is located at 1555 N. Rivercenter Drive, Suite 302
      Milwaukee, WI 53212.

(6)   D.B. Zwirn & Co., L.P. is the trading manager of each of D.B. Zwirn
      Special Opportunities Fund, Ltd. and D.B. Zwirn Special Opportunities
      Fund, L.P. Daniel B. Zwirn controls Zwirn Holdings, LLC, which in turn is
      the managing member of and thereby controls DBZ GP, LLC, which in turn is
      the general partner of and thereby controls D.B. Zwirn & Co., L.P. The
      foregoing should not be construed in and of itself as an admission by any
      Reporting Person as to beneficial ownership of shares of Common Stock
      owned by another Reporting Person.

 (7)  AG Domestic Convertibles, L.P. (the "Fund") is an affiliate of AG BD, LLC,
      a Broker-Dealer. Angelo, Gordon & Co., L.P. acts as the discretionary
      investment manager of the Fund. AG BD, LLC is a wholly owned subsidiary of
      Angelo, Gordon & Co., L.P. AG BD, LLC executes transactions only for
      accounts for which Angelo, Gordon & Co., L.P. acts as discretionary
      investment manager and a small number of accounts of family members and
      other persons closely related to Angelo, Gordon & Co., L.P.

(8)   Smithfield Fiduciary LLC is a wholly-owned indirect subsidiary of
      Highbridge Capital Corporation, an NASD Member. Highbridge Capital
      Management, LLC is the trading manager of Smithfield Fiduciary LLC and has
      voting control and investment discretion over securities held by
      Smithfield Fiduciary LLC. Glen Dubin and Henry Swieca control Highbridge
      Capital Management, LLC. Each of Highbridge Capital Management, LLC, Glen
      Dubin and Henry Swieca disclaims beneficial ownership of the securities
      held by Smithfield Fiduciary LLC.

(9)   Stewart Flink, a manager member of Crestview Capital Funds, which has
      dispositive power of these securities, owns Dillon Capital, Inc., a
      registered broker-dealer with the NASD. Dillon Capital, Inc. is not acting
      as an underwriter in this transaction.

(10)  Ramius Capital Group, LLC ("Ramius Capital") is the investment adviser of
      Portside Growth and Opportunity Fund ("Portside") and consequently has
      voting control and investment discretion over securities held by Portside.
      Ramius Capital disclaims beneficial ownership of the shares held by
      Portside. Peter A. Cohen, Morgan B. Stark, Thomas W. Strauss and Jeffrey
      M. Solomon are the sole managing members of C4S & Co., LLC, the sole
      managing member of Ramius Capital. As a result, Messrs. Cohen, Stark,
      Strauss and Solomon may be considered beneficial owners of any shares
      deemed to be beneficially owned by Ramius Capital. Messrs. Cohen, Stark,
      Strauss and Solomon disclaim beneficial ownership of these shares. Ramius
      Securities, LLC, an NASD member, is an affiliate of Ramius Capital.
      However, Ramius Securities, LLC will not sell any shares purchased in this
      offering by Portside and will receive no compensation whatsoever in
      connection with the securities purchased in this transaction.


                                       16

<PAGE>

 (11) Heights Capital Management Inc., the authorized agent of Capital Ventures
      International ("CVI"), has discretionary authority to vote and dispose of
      the shares held by CVI and may be deemed to be the beneficial owner of
      these shares. Heights Capital Management Inc. is under common control with
      one or more NASD members, none of whom is currently expected to
      participate in the sale of these securities in this offering.

(12)  E.B. Lyon IV has voting and dispositive power over the shares owned by
      each fund.

(13)  Stark Asset Management, L.L.C., the investment manager of SF Capital
      Partners Ltd., exercises voting and dispositive power with respect to the
      shares of common stock offered by SF Capital Partners Ltd. in this
      prospectus. Voting, investment and disposition decisions made by Stark
      Asset Management, L.L.C. on behalf of SF Capital Partners Ltd. are made by
      Michael A. Roth and Brian J. Stark, the managing members of Stark Asset
      Management, L.L.C. Messrs. Roth and Stark may be deemed to be the
      beneficial owners of such shares. SF Capital Partners Ltd. has advised us
      that it is an affiliate of two broker-dealers and that it purchased the
      securities reflected in this table in the ordinary course of business and,
      at the time of that purchase, it had no agreements or understandings,
      directly or indirectly, with any person to distribute such securities.
      Stark is affiliated with two NASD Broker-Dealers, Reliant Trading and
      Shepard Trading Limited. Stark is located at 3600 South Lake Drive, St.
      Francis, WI 53235.

(14)  Siar Capital, located at 6600 Madison Avenue, New York, NY 10021, has
      dispositive powers over these securities.

(15)  Atoll Asset Management, LLC, located at One East 52nd Street, 6th Fl., New
      York, NY 10022 has dispositive powers with respect to these securities.

(16)  Sangamon Trading, Inc., located at 223 W. Adams St, Suite 2200, Chicago,
      IL 60606, has dispositive power over these securities.

(17)  Palmura Management Company, located at Two American Lane, Greenwich, CT
      06836-2571, has dispositive power over these securities.

(18)  Basso Asset Management, L.P. ("Basso") is the Investment Manager to Basso
      Multi-Strategy Holding Fund Ltd. Howard I. Fischer is a managing member of
      Basso GP, LLC, the General Partner of Basso, and as such has investment
      power and voting control over these securities. Mr. Fischer disclaims
      beneficial ownership of these securities.

(19)  Basso Capital Management, L.P. ("Basso") is the Investment Manager to
      Basso Private Opportunity Holding Fund Ltd. Howard I. Fischer is a
      managing member of Basso GP, LLC, the General Partner of Basso, and as
      such has investment power and voting control over these securities. Mr.
      Fischer disclaims beneficial ownership of these securities.

(20)  CD Capital Management LLC, as the investment manager of CD Investment
      Partners, Ltd., and John D. Ziegelman, as President of CD Capital
      Management LLC, each may be deemed to have beneficial ownership of the
      shares.

(21)  Sean Deson, managing member of Treeline Investment Partners, LLC, is CEO
      of Deson & Co, an NASD Broker-Dealer.

(22)  The Managing Partner of Enable Capital Management, which has dispositive
      power over these securities, is Managing Partner of Enable Capital LLC, a
      registered Broker-Dealer.


                                       17

<PAGE>

                              PLAN OF DISTRIBUTION

     The selling stockholders and any of their pledgees, donees, assignees,
transferees and successors-in-interest may sell any or all of the shares covered
by this prospectus from time to time. The selling stockholders may sell all or a
portion of the shares, on any stock exchange, market or trading facility on
which the shares are traded or in privately negotiated transactions or
otherwise, at fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to such market prices or at negotiated
prices. The selling stockholders may use any one or more of the following
methods when selling shares:

        o  block trades in which the broker or dealer will attempt to sell
           the shares as agent but may position and resell a portion of the
           block as principal to facilitate the transaction;
        o  purchases by a broker or dealer as principal and resale by such
           broker or dealer for its account pursuant to this prospectus;
        o  ordinary brokerage transactions and transactions in which the
           broker solicits purchasers;
        o  an exchange distribution in accordance with the rules of the
           applicable exchange;
        o  privately negotiated transactions;
        o  short sales;
        o  transactions to cover short sales;
        o  "at the market" to or through market makers or into an
           existing market for the shares of common stock;
        o  a combination of any such methods of sale; and
        o  any other method permitted pursuant to applicable law.

      The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

     The selling stockholders may also engage in short sales against the box,
puts and calls, swaps and other transactions in our securities or derivatives of
our securities (whether exchange listed or otherwise) and may sell or deliver
shares in connection with these trades. The selling stockholders may pledge
their shares to their brokers under the margin provisions of customer
agreements. If a selling stockholder defaults on a margin loan, the broker may,
from time to time, offer and sell the pledged shares.

      In effecting sales, brokers and dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate. The
selling shareholders may pay brokers or dealers commissions or give them
discounts or, if any such broker-dealer acts as agent for the purchaser of such
shares, from such purchaser. The compensation of any particular broker or dealer
may be in excess of customary commissions. To the extent required, this
prospectus may be amended or supplemented from time to time to describe a
specific plan of distribution. Upon notification to us by a selling stockholder
that any material arrangement has been entered into with broker-dealers for the
sale or purchase of shares, we will file a supplement to this prospectus, if
required, disclosing:


                                       18

<PAGE>

        o  the name of the participating broker-dealers;
        o  the number of shares involved;
        o  the price at which such shares were sold;
        o  the commissions paid or discounts or concessions allowed to such
           broker-dealers, where applicable;
        o  that such broker-dealers did not conduct any investigation to
           verify the information set out or incorporated by reference in
           this prospectus; and
        o  other facts material to the transaction.

      In addition, upon being notified by a selling stockholder that a donee or
pledgee intends to sell more than 500 shares, we will file a supplement to this
prospectus.

      Broker-dealers may agree with the selling stockholders to sell a specified
number of such shares at a stipulated price per share. Also, if a broker-dealer
is unable to sell the shares as agent for the selling stockholders, the
broker-dealer may purchase, as principal, any unsold shares at the price
required to fulfill the broker-dealer commitment to the selling stockholders.
Broker-dealers who acquire shares as principal may thereafter resell such shares
from time to time in transactions which may involve block transactions and sales
to and through other broker-dealers, including transactions of the nature
described above. Also, broker-dealers may sell shares in the Nasdaq Stock Market
or otherwise at prices and on terms then prevailing at the time of sale, at
prices then related to the then-current market price or in negotiated
transactions. In connection with these resales, broker-dealers may pay to or
receive from the purchasers of such shares commissions as described above.

      The selling stockholders and any broker-dealers or agents that participate
with the selling stockholders in sales of the shares may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 in connection
with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the shares purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
Under applicable rules and regulations under the Securities Exchange Act of
1934, any person engaged in the distribution of the shares may not
simultaneously engage in market making activities with respect to our common
stock for a period of two business days prior to the commencement of such
distribution. We have advised the selling stockholders that the
anti-manipulation rules under the Exchange Act may apply to sales of the shares
of common stock in the market and to the activities of the selling stockholders
and their affiliates. We have also informed the selling stockholders of the need
to deliver a copy of this prospectus at, or prior to, the time of any sale of
the shares of common stock offered by this prospectus.

      We are required to pay all of the expenses incidental to this offering and
sale of the shares, other than underwriting costs and brokerage discounts and
commissions that will be paid by the selling stockholders. We have agreed to
indemnify the selling stockholders against certain losses, claims, damages and
liabilities, including liabilities under the Securities Act of 1933. The selling
stockholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act.


                                       19
<PAGE>

                                 USE OF PROCEEDS

      The selling stockholders will receive all of the net proceeds from the
sale of the common stock offered by this prospectus. Accordingly, we will not
receive any proceeds from the sale of the common stock.

                                 DIVIDEND POLICY

      We have not paid any dividends in the past and do not intend to pay cash
dividends on our common stock for the foreseeable future. Instead, for the
foreseeable future, we intend to retain our earnings, if any, for use in the
operation and expansion of our business. Payment of future dividends, if any,
will be at the discretion of our Board of Directors after taking into account
various factors, including our financial condition, our results of operations
and our current and anticipated cash needs.

                                  LEGAL MATTERS

      The validity of the shares of common stock offered hereby has been passed
upon by Roger John Lesinski, Esq., our General Counsel. Mr. Lesinski
beneficially owns 1,200 shares of common stock and holds presently exercisable
options to purchase an additional 17,500 shares of common stock.

                                     EXPERTS

      The consolidated financial statements and the related financial statement
schedule as of and for the year ended June 30, 2004 incorporated by reference
from our Annual Report on Form 10-K (the Annual Report) for the fiscal year
ended June 30, 2004 have been audited by Grant Thornton LLP, our Independent
Registered Public Accounting Firm, as stated in their report included in the
Annual Report (which report expresses an unqualified opinion and contains an
explanatory paragraph relating to substantial doubt about our ability to
continue as a going concern), which is incorporated herein by reference, and
have been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.

      The consolidated financial statements as of June 30, 2003 and for each of
the two years in the period ended June 30, 2003 and the related financial
statement schedule incorporated by reference from our Annual Report have been
audited by Deloitte & Touche LLP, an Independent Registered Public Accounting
Firm, as stated in their report included in the Annual Report (which report
expresses an unqualified opinion and contains explanatory paragraphs relating to
(i) our change in method of accounting for goodwill and other intangible assets
in fiscal year 2003, and (ii) substantial doubt about our ability to continue as
a going concern), which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

      We have filed with the SEC a registration statement on Form S-3 under the
Securities Act with respect to the common stock offered by this prospectus. This
prospectus, which is part of the registration statement, omits certain
information, exhibits, schedules and undertakings set forth in the registration
statement. For further information pertaining to us and our common stock,
reference is made to such registration statement and the exhibits and schedules
to the


                                       20

<PAGE>


registration statement. Statements contained in this prospectus as to the
contents or provisions of any documents referred to in this prospectus are not
necessarily complete, and in each instance where a copy of the document has been
filed as an exhibit to the registration statement, reference is made to the
exhibit for a more complete description of the matters involved.

      You may read and copy all or any portion of the registration statement
without charge at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. Copies of the
registration statement may be obtained from the SEC at prescribed rates from the
Public Reference Room of the SEC at such address. In addition, registration
statements and certain other filings made with the SEC electronically are
publicly available through the SEC's web site at www.sec.gov. The registration
statement, including all exhibits and amendments to the registration statement,
has been filed electronically with the SEC.

                   INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

      The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
an important part of this prospectus, and later information that we file with
the SEC will automatically update and supersede some of this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
until we sell all of the securities covered by this prospectus. The documents we
incorporate by reference are:

        o  our Annual Report on Form 10-K for the year ended June 30, 2004;
        o  our Quarterly Reports on Form 10-Q for the quarters ended
           September 30, 2004 and December 31, 2004;
        o  our Current Reports on Form 8-K dated July 7, 2004, August 12,
           2004, September 23, 2004, November 4, 2004, December 7, 2004,
           February 10, 2005 and February 16, 2005; and
        o  the description of our common stock included in our Registration
           Statement on Form 8-A, as filed with the SEC on November 27, 1968,
           including any amendments or reports filed for the purpose of
           updating such description.

      Information in Current Reports on Form 8-K furnished to the SEC, including
under Item 9 or 12 of Form 8-K (prior to August 23, 2004) or Item 2.02 or 7.01
of Form 8-K (on or subsequent to August 23, 2004), prior, on or subsequent to
the date hereof is not being and will not be incorporated herein by reference.

      You may request a copy of these filings (other than an exhibit to the
filings unless we have specifically incorporated that exhibit by reference into
the filing), at no cost, by writing or telephoning us at the following address:

                        Energy Conversion Devices, Inc.
                        2956 Waterview Drive
                        Rochester Hills, Michigan 48309
                        Attention:  General Counsel
                        (248) 293-0440


                                       21

<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.   Other Expenses of Issuance and Distribution.

      The following table sets forth an itemization of all estimated expenses,
all of which we will pay, in connection with the issuance and distribution of
the securities being registered. All of such fees and expenses, except for the
SEC Registration Fee, are estimated.

              SEC Registration Fee......................  $11,137.00
              Printing and Engraving Fees...............      500.00
              Legal Fees and Expenses  .................   25,000.00
              Accounting Fees and Expenses..............   25,000.00
              Blue Sky Fees and Expenses................    1,000.00
              Transfer Agent and Registrar Fees.........    1,000.00
              Miscellaneous.............................      500.00
                                                          ----------
                                Total...................  $64,137.00
                                                          ==========

Item 15.   Indemnification of Directors and Officers.

      Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation - a derivative action), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, stockholder vote, agreement or otherwise. Article
Eleven of our Certificate of Incorporation generally provides that we will be
obligated to indemnify our officers and directors to the fullest extent
permitted by Delaware law.

      Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation will not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.

      Article Thirteen of our Certificate of Incorporation provides that no
director will be personally liable to us or any of our stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to us or


                                      II-1

<PAGE>

our stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to section
174 of the Delaware General Corporation Law or (iv) for any transaction from
which the director derived an improper personal benefit. Any repeal or
modification of such Article Thirteen may not adversely affect any right or
protection of a director for or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.

      We maintain insurance policies under which our directors and officers are
insured, within the limits and subject to the limitations of such policies,
against certain expenses in connection with the defense of, and certain
liabilities which might be imposed as a result of, actions, suits or proceedings
to which they are parties by reason of being or having served as our directors
or officers.

Item 16.   Exhibits.

     Exhibit                        Exhibit Title
     Number
    ----------  -------------------------------------------------------
        5.1     Opinion of Roger John Lesinski, Esq.

       23.1     Consent of Independent Registered Public Accounting
                Firm, Grant Thornton LLP

       23.2     Consent of Independent Registered Public Accounting
                Firm, Deloitte & Touche LLP

       23.3     Consent of Roger John Lesinski, Esq. (included  in
                Exhibit 5.1)

       24.1     Power of attorney (included in signature page)

Item 17.   Undertakings.

      The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
         a post-effective amendment to this registration statement:

             (i) To include any prospectus required by Section 10(a)(3) of the
             Securities Act of 1933, as amended;

             (ii) To reflect in the prospectus any facts or events arising after
             the effective date of the registration statement (or the most
             recent post-effective amendment thereof) which, individually or in
             the aggregate, represent a fundamental change in the information
             set forth in the registration statement. Notwithstanding the
             foregoing, any increase or decrease in volume of securities
             offered (if the total dollar value of securities offered would not
             exceed that which was registered) and any deviation from the low
             or high end of the estimated maximum offering range may be
             reflected in the form of prospectus filed with the SEC pursuant to
             Rule 424(b) if, in the aggregate, the changes in

                                      II-2

<PAGE>

             volume and price represent no more than a 20% change in the
             maximum aggregate offering price set forth in the "Calculation of
             Registration Fee" table in the effective registration statement;
             and

             (iii) To include any material information with respect to the plan
             of distribution not previously disclosed in the registration
             statement or any material change to such information in the
             registration statement; provided, however, that paragraphs (1)(i)
             and (1)(ii) do not apply if the information required to be
             included in a post-effective amendment by those subparagraphs is
             contained in periodic reports filed with or furnished to the SEC
             by the registrant pursuant to Section 13 or Section 15(d) of the
             Securities Exchange Act of 1934 that are incorporated by reference
             in this registration statement.

         (2) That, for the purpose of determining any liability under the
         Securities Act of 1933, as amended, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.


                                      II-3

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rochester Hills, State of Michigan, on the 23rd day
of February, 2005.

                              ENERGY CONVERSION DEVICES, INC.


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


                                POWER OF ATTORNEY

      We, the undersigned officers and directors of Energy Conversion Devices,
Inc., hereby, severally constitute and appoint each of Roger John Lesinski, Esq.
and Ghazaleh Koefod our true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and registration statements filed pursuant to Rule 462 under the
Securities Act of 1933, and to file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto such attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that such attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:



  /s/ Robert C. Stempel       Chairman of the Board, Chief     February 23, 2005
  -------------------------   Executive Officer and Director
  Robert C. Stempel           (Principal Executive Officer)



  /s/ Stephan W. Zumsteg      Vice President and Chief         February 23, 2005
  -------------------------   Financial Officer (Principal
  Stephan W. Zumsteg          Financial and Accounting
                              Officer)


  /s/ Stanford R. Ovshinsky   President, Chief Technology      February 23, 2005
  -------------------------   Officer and Director
  Stanford R. Ovshinsky



                                      II-4

<PAGE>


  /s/ Robert I. Frey          Director                         February 23, 2005
  -------------------------
  Robert I. Frey



  /s/ William J. Ketelhut     Director                         February 23, 2005
  -------------------------
  William J. Ketelhut



  /s/ Florence I. Metz        Director                         February 23, 2005
  -------------------------
  Florence I. Metz



  /s/ Iris M. Ovshinsky       Director                         February 23, 2005
  -------------------------
  Iris M. Ovshinsky



  /s/ Stephen Rabinowitz      Director                         February 23, 2005
  -------------------------
  Stephen Rabinowitz




                                      II-5

<PAGE>

                                INDEX TO EXHIBITS

      Exhibit
      Number                         Exhibit Title
    ----------  -------------------------------------------------------

       5.1     Opinion of Roger John Lesinski, Esq.

      23.1     Consent of Independent Registered Public Accounting
               Firm, Grant Thornton LLP

      23.2     Consent of Independent Registered Public Accounting
               Firm, Deloitte & Touche LLP

      23.3     Consent of Roger John Lesinski, Esq. (included  in
               Exhibit 5.1)

      24.1     Power of attorney (included in signature page)




                                      II-6

