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<SEC-DOCUMENT>0000000000-05-017755.txt : 20061002
<SEC-HEADER>0000000000-05-017755.hdr.sgml : 20061002
<ACCEPTANCE-DATETIME>20050412154151
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-05-017755
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050412

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENERGY CONVERSION DEVICES INC
		CENTRAL INDEX KEY:			0000032878
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690]
		IRS NUMBER:				381749884
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		UPLOAD

	BUSINESS ADDRESS:	
		STREET 1:		2956 WATERVIEW DRIVE
		CITY:			ROCHESTER HILLS
		STATE:			MI
		ZIP:			48309
		BUSINESS PHONE:		248-293-0440

	MAIL ADDRESS:	
		STREET 1:		2956 WATERVIEW DRIVE
		CITY:			ROCHESTER HILLS
		STATE:			MI
		ZIP:			48309

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ENERGY CONVERSION LABORATORIES INC
		DATE OF NAME CHANGE:	19710603
PUBLIC REFERENCE ACCESSION NUMBER:		0000032878-04-000079
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>






Mail Stop 0306



April 12, 2005




Mr. Stephan W. Zumsteg
Chief Financial Officer
Energy Conversion Devices, Inc.
2956 Waterview Drive
Rochester Hills, Michigan 48309

	RE:	Energy Conversion Devices, Inc.
		Form 10-K for the fiscal year ended June 30, 2004
		Form 10-Q for the period ending December 31, 2004
		File No. 1-8403

Dear Mr. Zumsteg:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
document
in future filings in response to these comments.  If you disagree,
we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.





FORM 10-K for the period ending June 30, 2004

Managements Discussion and Analysis - Page 27

Results of Operations - Page 31

1. We note that the increase in royalties in 2004 compared to 2003
is
attributable to payments for optical memory royalties from a
licensee
who had not previously made payments that covered amounts owed for
a
four-year period.  Are royalty revenues normally recognized on a
cash
basis?   Please supplementally address our concerns and explain in
detail why four year`s of royalty revenue would only be recognized
upon receipt of payment. In a related matter, are your royality
(and
other) revenue recognition accounting policies consistent with
those
that existed at the time of our review of your June 30, 2000 Form
10-
K?  If not, supplementally explain and support any material
changes
thereto.

Liquidity and Capital Resources - Page 40

2. Please expand your discussion in future filings to better
explain
cash flows from operations.  Discuss significant changes to the
components of working capital - i.e., individually significant
changes in line items.  For example, we note that accounts payable
and accrued expenses decreased $5.5 million or 30% from the past
year
while inventories increased.  When you cite the significant
changes
in components of working capital - for example, receivables,
inventory, payables, and accruals - please explain the reasons for
the changes.

Financial Statements

Statement of Cash Flows - Page 52

3. Restricted cash (restricted by third parties) should generally
not
be included in the beginning or ending balance of cash and cash
equivalents as discussed in SFAS 95, footnote 1 and the guidance
at
FRR 203.  Please revise in future filings or tell us why no
changes
are necessary.







Notes to the Consolidated Financial Statements - Page 54

Note G - Joint Ventures and Investments - Page 70

4. Please supplementally provide us with the significance test
calculations outlined at Rule 1-02(w)(3) of Regulation S-X for
each
of the joint venture investments outlined in this Note for each of
the three fiscal years included in your 2004 Form 10-K.  Tell us
why
you have or have not included Rule 3-09 financial statements or
Rule
4-08(g) information for each joint venture investment disclosed.
We
may have further comments after reviewing your response.

5. Refer to your response letter dated May 23, 2001 to our comment
letter dated March 27, 2001 letter sent in connection with our
review
of your 2000 Form 10-K.  Specifically, confirm that you still
apply
the same accounting policies for your joint ventures, including
the
matters outlined in comment 72 from that letter that were
discussed
with and not objected to by the Staff at that time or earlier.  If
not, supplementally explain and support any material changes to
such
policies.

Item 9A Controls and Procedures - Page 93

6. We note your statement that the chief executive officer and
chief
financial officer have concluded that the company`s disclosure
controls and procedures are effective "with the exception of the
items listed below."  Given the exceptions noted, it remains
unclear
whether your chief executive officer and chief financial officer
have
concluded that your disclosure controls and procedures are
effective.
Please revise your disclosure to state, in clear and unqualified
language, the conclusions reached by your chief executive officer
and
your chief financial officer on the effectiveness of your
disclosure
controls and procedures.  For example, if true, you can state that
your disclosure controls and procedures are effective including
consideration of the identified matters, so long as you provide
appropriate disclosure explaining how the disclosure controls and
procedures were determined to be effective in light of the
identified
matters.  Or, if true, you can state that given the identified
matters, your disclosure controls and procedures are not
effective.
You should not, however, state the conclusion in your current
disclosure, which appears to state that your disclosure controls
and
procedures are effective except to the extent they are not
effective.





Form 10-Q for the period ending December 31, 2004

Note B Financings - Page 12

7. We note that CTTV transferred its interest in Ovonic Hydrogen
to
you.  Please tell us and revise future filings to disclose how you
accounted for and valued this transaction.  Also, tell us how the
transaction impacts your accounting and presentation requirements
for
Ovonic Hydrogen in your December 31, 2004 and future financial
statements.  We may have further comments after reviewing your
response.

8. We note that ECD received $4,675,000 from CTTV for payment of
restructuring fees and accounted for this as an extraordinary item
(gain).  Please tell us why presentation of this gain as an
extraordinary item complies with APB Opinion 30 (or other
generally
accepted accounting principles).  What was the nature of the
restructuring fees?  Did ECD provide restructuring services to
CTTV
or Ovonic Hydrogen?  Tell us the business purpose of this
transaction
in light of the fact that CTTV transferred its interest in Ovonic
Hydrogen in consideration of the relieving CTTV of any continuing
obligations to fund Ovonic Hydrogen.  We may have further comments
after reviewing your response.

9. We see that on December 2, 2004 you entered into a series of
agreements with CTTV and Cobasys to expand the scope of licenses
granted to Cobasys at the time of the formation of the joint
venture
in July 2001 and also see in consideration of the expanded
license,
revised joint venture agreements and the grant to CTTV of a
security
interest in our membership interest in Cobasys, ECD, through its
subsidiary Ovonic Battery, you received an option to purchase the
4,376,633 shares of your common stock currently owned by a
subsidiary
of ChevronTexaco.  Finally we see the transaction increased your
revenues and decreased additional paid-in capital in the quarter
ended December 31, 2004 by $79,532,000.  Please supplementally
support the accounting and presentation of this transaction via
discussion about and reference to the authoritative generally
accepted accounting principles relied upon when preparing these
financial statements.  We may have further comments after
reviewing
your response.

Item 4 Controls and Procedures - Page 42

10. In light of the fact that material weaknesses exist with
respect
to (i) insufficient documentation of ECD`s policies and procedures
around internal controls, (ii) no monitoring of controls, (iii)
employees performing processes or controls that are incompatible
with
their functions, and (iv) weaknesses in the security of data
within
ECD`s information systems, revise future filings to expand the
disclosure to explain in reasonable detail the basis for officers`
conclusions that the company`s disclosure controls and procedures
were nonetheless effective as of the end of the period covered by
the
report.  Also, supplementally confirm none of the disclosed
weaknesses resulted in material errors or adjustments to your
financial statements prior to their issuance.  If not the case,
tell
us the nature of the errors or adjustments, how they were
identified,
steps taken to prevent reoccurrences of the errors and why you
believe your current and previously filed financial statements are
compliant with generally accepted accounting principles.

11. To this regard, tell us supplementally and revise future
filings
to update all significant actions taken within the period by ECD
to
address and remediate the material weakness.  Indicating that ECD
has
devised a plan and committed the required resources to address and
remediate the material weaknesses, is not sufficient.  Expand your
future disclosures to indicate the significant aspects of the plan
and what you mean by "commit the required resources".  We note you
indicate that a public accounting firm has been retained to assist
in
the project direction, execution and external reporting.  Have any
of
the material weaknesses been directly addressed?  In future
filings,
make the appropriate disclosures until all material weaknesses
have
been mitigated and corrected.

12. We note your disclosure that "there were no significant
changes
in the Company`s internal controls or in other factors that could
significantly affect internal controls..."  Please revise these
disclosures in future filings to remove the word significant and
to
discuss all changes in your internal control over financial
reporting
that have materially affected, or that are reasonably likely to
materially affect, your internal control over financial reporting,
as
required by Item 308(c) of Regulation S-K, as amended effective
August 13, 2003.



*    *    *    *


	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your responses to our
comments.

      You may contact Dennis Hult, Staff Accountant, at (202) 942-
2812 or myself if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
942-1812 with any other questions.  In this regard, do not
hesitate
to contact Angela Crane, Accounting Branch Chief, at (202) 942-
1931.

							Sincerely,


							Jay Webb
							Reviewing Accountant

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Stephan W. Zumsteg
Energy Conversion Devices, Inc.
April 12, 2005
Page 6



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</DOCUMENT>
</SEC-DOCUMENT>
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