                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 Or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)             May 17, 2005
                                                 ------------------------------

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


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


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


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

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


Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



<PAGE>


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

      The information in this Current Report shall not be deemed "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and
is not incorporated by reference into any filing of Energy Conversion Devices,
Inc., whether made before or after the date hereof, regardless of any general
incorporation language in such filing.

      On May 17, 2005, Energy Conversion Devices, Inc. announced that it has
completed the exercise of its option to purchase 4,376,633 shares of its Common
Stock, at $4.55 per share, previously owned by a subsidiary of Chevron
Corporation and will cancel and return them to authorized and unissued status.


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

(a) Not applicable.

(b) Not applicable.

(c) Exhibits:

      Exhibit No.                         Description
      -----------      ------------------------------------------------------
      99.1             Press release issued by ECD on May 17, 2005 announcing
                       the purchase of its 4,376,633 shares of Common Stock, at
                       $4.55 per share, previously owned by a subsidiary of
                       Chevron Corporation.




                                       2



<PAGE>


                                  SIGNATURES
                                  ----------

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

                                 ENERGY CONVERSION DEVICES, INC.


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


Date: May 17, 2005



                                       3

<PAGE>


                                  Exhibit Index
                                  -------------


      Exhibit No.                          Description
      -----------      ------------------------------------------------------
      99.1             Press release issued by ECD on May 17, 2005 announcing
                       the purchase of its 4,376,633 shares of Common Stock, at
                       $4.55 per share, previously owned by a subsidiary of
                       Chevron Corporation.




<PAGE>

