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<SEC-DOCUMENT>0000000000-05-060350.txt : 20060831
<SEC-HEADER>0000000000-05-060350.hdr.sgml : 20060831
<ACCEPTANCE-DATETIME>20051201131055
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-05-060350
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20051201

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:		0000032878-05-000081
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>






Mail Stop 6010
      November 30, 2005



By U.S. Mail and Facsimile to (248) 844-1228

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, 2005
      Form 10-Q for the quarterly period ended September 30, 2005
		File No. 1-8403

Dear Mr. Zumsteg,

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Where indicated, we think you should
revise your documents 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 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 fiscal year ended June 30, 2005

Item 8 - Consolidated Financial Statements and Supplementary Data,
page 43

Report  of Independent Registered Public Accounting Firm, page 43

1. We note that the report of Grant Thornton LLP on Energy
Conversion
Devices` financial statements for the years ended June 30, 2005
and
2004 appears to follow the guidance in Interpretation 15 of AU 508
when reporting on the adjustments made to the financial statements
of
the June 30, 2003 period which was audited by Deloitte & Touche
LLP.
It is unclear why this literature is being applied in this
situation,
given that Interpretation 15 of AU 508 only applies in situations
where prior-period audited financial statements were audited by a
predecessor auditor who has ceased operations. Please advise. Your
response should also explain why Grant Thornton LLP was engaged to
perform the required adjustments to give effect to the
discontinued
operations to the June 30, 2003 financial statements as opposed to
Deloitte & Touche LLP who originally reported on the financial
statements for that period.

2. Additionally, we note that the report of Deloitte & Touche LLP
on
Energy Conversion Devices` financial statements for the year ended
June 30, 2003 contains the following additional statement in the
first sentence of the introductory paragraph: "(none of which are
presented herein)." This statement is confusing, because it is
unclear which financial statements were audited by Deloitte &
Touche
LLP and why the financial statements presented in the filing are
not
the financial statements audited by Deloitte & Touche LLP.  Please
tell us the relevant guidance in the auditing literature that was
relied upon in issuing this type of audit report.

Consolidated Statements of Cash Flows, page 53

3. We note that you have reconciled net income (loss) from
continuing
operations before extraordinary item and cumulative effect of
change
in accounting principle to net cash used in operating activities.
Please revise future filings to reconcile your net income (loss)
to
net cash used in operating activities or tell us why your current
presentation is appropriate.  Please refer to paragraph 28 of SFAS
95.

4. In this regard, we note that you appear to be presenting cash
flows from discontinued operations all within the operating cash
flows category.  Please tell us how your current presentation
complies with the guidance set forth in  footnote 10 of SFAS 95.


Item 9A. Controls and Procedures, page 93

5. 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
following."  Given the exception 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.

6. Additionally, the language that is currently included after the
word "effective" in your disclosure appears to be superfluous,
since
the meaning of "disclosure controls and procedures" is established
by
Rule 13a-15(e) of the Exchange Act. However, if you do not wish to
eliminate this language, please revise so that the language that
appears after the word "effective" is substantially similar in all
material respects to the language that appears in the entire two-
sentence definition of "disclosure controls and procedures" set
forth
in Rule 13a-15(e).


From 10-Q for the quarterly period ended September 30, 2005

Item 4.  Controls and Procedures

7. Please revise your conclusions regarding controls and
procedures
for the quarterly period ended September 30, 2005 to address
comments
5 and 6 above.  Also please revise to disclose management`s
conclusion regarding the effectiveness of your disclosure controls
and procedures as of the end of the period covered by the report,
rather than for the year ended June 30, 2005.

`````	As appropriate, please amend your June 30, 2005 Form10-K
and September 30, 2005 Form 10-Q and respond to these comments
within
10 business days or tell us when you will provide us with a
response.
You may wish to provide us with marked copies of the amendments to
expedite our review.  Please furnish a cover letter with your
amendments that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  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 filing;

* staff comments or changes to disclosure in response to staff
comments 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.

	You may contact Eric Atallah, Staff Accountant at (202) 551-
3663
or me at (202) 551-3554 regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Martin James, Senior Assistant Chief Accountant, at (202)
551-3671 with any other questions.

      								Sincerely,


								Angela Crane
								Branch Chief

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Mr. Stephan W. Zumsteg
Energy Conversion Devices, Inc.
Page 4



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