Exhibit 4.3



      The  following is the Form of Common Stock Purchase Warrant for the
right to purchase  shares of Energy  Conversion  Devices,  Inc.  common  stock
("Warrant")  issued  to each  of  Heimdall  Investments Ltd. and CCM Master
Qualified Fund, Ltd. (each a "Holder").

      The Warrants are identical in all material respects with the exception of
the identity of the Holder and the number of shares.


                                             Number of
Holder                                       Shares Purchasable
------                                       ------------------


Heimdall Investments Ltd.                    382,226

CCM Master Qualified Fund, Ltd.              191,113



<PAGE>




                         ENERGY CONVERSION DEVICES, INC.

                                 FORM OF WARRANT


      THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES WHICH MAY BE ACQUIRED
      UPON THE EXERCISE OF THIS COMMON STOCK PURCHASE WARRANT HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND
      MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED (WHETHER
      OR NOT FOR CONSIDERATION) BY THE HOLDER WITHOUT AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
      COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF
      THE ACT.

Void after October 31, 2006               Right to Purchase ________ Shares of
or otherwise as provided herein           Common Stock (subject to adjustment)
                                          of Energy Conversion Devices, Inc.

                     COMMON STOCK PURCHASE WARRANT

      Energy Conversion Devices, Inc., a Delaware corporation (the "Company"),
for value received and subject to the terms set forth below, hereby grants to
__________________ and its registered successors and assigns (the "Holder"), the
right to purchase from the Company up to _______ fully paid and non-assessable
shares of the Common Stock (as defined below), at the applicable Exercise Price
(as defined herein), upon the terms and subject to the conditions set forth in
this Warrant. The Exercise Price and the number and character of such shares of
Common Stock purchasable pursuant to the rights granted under this Warrant are
subject to adjustment as provided herein.

      This Warrant is subject to the following provisions:

      1. Definitions. As used herein the following terms, unless the context
otherwise requires, have the following respective meanings:

      "Assignment" means the assignment attached hereto in substantially the
form of Annex A.

      "Authorization Date" means the date the Company, pursuant to a vote of its
stockholders, amends its Certificate of Incorporation to provide a sufficient
number of authorized and unissued shares of Common Stock to permit the Company
to issue shares of Common Stock upon the exercise of this Warrant.

<PAGE>

      "Common Stock" means all stock of any class or classes (however
designated) of the Company, authorized upon the Issue Date or thereafter, the
holders of which will have the right, without limitation as to amount, either to
all or to a share of the balance of current dividends and liquidating dividends
after the payment of dividends and distributions on any shares entitled to
preference, and the holders of which will ordinarily, in the absence of
contingencies, be entitled to vote for the election of a majority of directors
of the Company (even though the right to so vote has been suspended by the
happening of such a contingency); provided that "Common Stock" will not include
the shares of the Class A or Class B Common Stock as authorized, issued,
outstanding and constituted on the date hereof, or the shares of any future
class of common stock as will possess actual or contingent special voting rights
of the kind provided for as of the date hereof with respect to the Class A and
Class B Common Stock ("Special Voting Rights"), if the rights and privileges of
such future class of common stock are in all other material respects the same as
those of the Common Stock generally and the Special Voting Rights of the shares
of said future class, together with all other Special Voting Rights that may be
exercisable simultaneously therewith, do not exceed in the aggregate the number
of votes that are provided by the Special Voting Rights of the Class A Common
Stock outstanding as of the date hereof (other than as a result of changes in
the Common Stock of the kind described in Section 3 hereof).

            "Commission " means the Securities and Exchange Commission, or any
other Federal agency at the time administering the Securities Act.

            "Exercise Date" has the meaning set forth in Section 2.2(a).

            "Exercise Price" means (a) for all Subscription Agreements delivered
to the Company on or before May 2, 2005, $13.96 per share (as adjusted pursuant
to Section 3), and (b) for all Subscription Agreements delivered to the Company
after such date, $16.03 per share (as adjusted pursuant to Section 3).

            "Issue Date" means January __, 2004.

            "Other Securities" means any stock (other than Common Stock) and
other securities of the Company or any other Person (corporate or other) which
the Holder of this Warrant at any time will be entitled to receive, or will have
received, upon the exercise of this Warrant, in lieu of or in addition to Common
Stock, or which at any time will be issuable or will have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to
Section 3.2 hereof or otherwise.

            "Person" means, without limitation, an individual, a partnership, a
corporation, a limited liability company, a trust, a joint venture, an
unincorporated organization, or a government or any department or agency
thereof.

            "Purchaser" has the meaning set forth in Section 2.2(a)(i).

<PAGE>

            "Securities Act" means the Securities Act of 1933, as amended, or
any similar Federal statute, and the rules and regulations of the Commission
under the Securities Act, as they each may, from time to time, be in effect.

            "Subscription Agreement" means the agreement attached hereto in
substantially the form of Annex B.

            "Warrant" means, collectively, this Warrant and all other stock
purchase warrants issued in exchange therefor or replacement thereof.

      2.    Exercise of Warrant.

            2.1 Exercise Period. Subject to Sections 2.6 and 3.2, the Holder may
exercise this Warrant, in whole or in part (but not as to a fractional share of
Common Stock), at any time and from time to time after the close of business on
the Authorization Date and prior to 5 :00 p.m., New York, New York time on
October 31, 2006.

            2.2   Exercise Procedure.

                  (a) This Warrant will be deemed to have been exercised at such
time as the Company is deemed to have received all of the following items (the
"Exercise Date"):

                        (i) a completed Subscription Agreement in the form
attached hereto as Annex B executed by the Person exercising all or part of the
purchase rights represented by this Warrant (the "Purchaser");

                        (ii)  this Warrant;

                        (iii) if this Warrant is not registered in the name
of the Purchaser, an Assignment or Assignments evidencing the assignment of this
Warrant to the Purchaser together with any documentation required pursuant to
Section 7(a) hereof; and

                        (iv) a check payable to the order of the Company in
an amount equal to the product of the Exercise Price multiplied by the number of
shares of Common Stock being purchased upon such exercise.

                  (b) As soon as practicable after the exercise of this Warrant
in full or in part, and in any event within three trading days after the
Exercise Date, the Company at its expense will cause to be issued in the name of
and delivered to the Purchaser, or as the Purchaser (upon payment by the
Purchaser of any applicable transfer taxes) may direct, a certificate or
certificates for the number of fully paid and non-assessable shares of Common
Stock (or Other Securities) to which the Purchaser is entitled upon such
exercise, together with any other stock or other securities and property
(including cash, where applicable) to which the Purchaser is entitled upon
exercise.


<PAGE>

                  (c) Unless this Warrant has expired or all of the purchase
rights represented hereby have been exercised, the Company at its expense will,
within ten days after the Exercise Date, issue and deliver to or upon the order
of the Holder hereof a new Warrant or Warrants of like tenor, in the name of the
Holder or as the Holder (upon payment by the Holder of any applicable transfer
taxes) may request, calling in the aggregate on the face or faces thereof for
the number of shares of Common Stock remaining issuable under this Warrant.

                  (d) The Common Stock (or Other Securities) issuable upon the
exercise of this Warrant will be deemed to have been issued to the Purchaser on
the Exercise Date, and the Purchaser will be deemed for all purposes to have
become the record holder of such Common Stock (or Other Securities) on the
Exercise Date.

                  (e) The issuance of certificates for shares of Common Stock
(or Other Securities) upon exercise of this Warrant will be made without charge
to the Holder or the Purchaser for any issuance tax in respect thereof or any
other cost incurred by the Company in connection with such exercise and the
related issuance of shares of Common Stock (or Other Securities).

            2.3 Acknowledgment of Continuing Obligations. The Company will, at
the time of the exercise of this Warrant, upon the request of the Holder hereof,
acknowledge in writing its continuing obligation to afford to the Holder any
rights to which the Holder will continue to be entitled after such exercise in
accordance with the provisions of this Warrant; provided that if the Holder
fails to make any such request, such failure will not affect the continuing
obligation of the Company to afford to the Holder any such rights.

            2.4 Subscription Agreement. The Subscription Agreement will be
substantially in the form set forth in Annex B hereto, except that if the shares
of Common Stock (or Other Securities) issuable upon exercise of this Warrant are
not to be issued in the name of the Holder hereof, the Subscription Agreement
will also state the name of the Person to whom the certificates for the shares
of Common Stock (or Other Securities) are to be issued, and if the number of
shares of Common Stock (or Other Securities) to be issued does not include all
the shares of Common Stock (or Other Securities) issuable hereunder, it will
also state the name of the Person to whom a new Warrant for the unexercised
portion of the rights hereunder is to be delivered.

            2.5 Fractional Shares. No fractional share of Common Stock (or Other
Securities) will be issued in connection with exercise hereof; in lieu of a
fractional share upon complete exercise hereof, the Purchaser may purchase a
whole share by delivering payment equal to the appropriate portion of the then
current Exercise Price.

            2.6 Early Termination. If after the Issue Date a share of the Common
Stock trades for a period of 30 consecutive trading days at a bid price of
greater than 200% of the Exercise Price as then in effect and a Registration
Statement is currently effective with respect to all of the Shares underlying
this Warrant, then the Company may terminate this Warrant by giving the Holder
written notice thereof. Such notice will specify the date (at least twenty days
subsequent to the date on which notice is given) on which this Warrant will
terminate. The

<PAGE>


Holder will forfeit its rights under this Warrant to the extent that the
Exercise Date does not occur prior to the expiration of such twenty day period.

            2.7 Limitation on Number of Shares. Notwithstanding any provision of
this Warrant to the contrary, in no event will the sum of (a) the number of
shares of Common Stock issued to the initial Holder by the Company pursuant to
the Stock Purchase Agreement dated as of the date of this Warrant between the
Company and the initial Holder plus (b) the number of shares of Common Stock
issuable upon the exercise of this Warrant, exceed 19.995% of the shares of
Common Stock outstanding immediately prior to the date of this Warrant.

            2.8 Limited Put Right. In the event the Authorization Date shall not
have occurred on or before March 19, 2003, the Holder may elect at any time
after March 19, 2003 to sell this Warrant to the Company, and the Company shall
upon such election purchase this Warrant from the Holder, for an amount equal to
the product of (i) $0.50 multiplied by (ii) the number of shares for which this
Warrant would have been exercisable had the Authorization Date occurred.
Notwithstanding the foregoing, to the extent, but only to the extent, the
purchase by the Company of this Warrant pursuant to the preceding sentence would
cause the Company to violate Nasdaq Marketplace Rule 4350(i)(1)(D) (based upon
written notice from Nasdaq), then the Company shall not be required to purchase
such portion as would cause such violation (the "Violating Portion") for the
price provided above, but instead shall purchase such Violating Portion for the
original price paid therefor, being $0.125 multiplied by number of shares for
which the Violating Portion of this Warrant would have been exercisable had the
Authorization Date occurred.

            2.9 Limitation on Exercise. Notwithstanding anything to the contrary
contained herein, the number of shares of Common Stock that may be acquired by
the Holder upon any exercise of this Warrant (or otherwise in respect
hereof)shall be limited to the extent necessary to insure that, following such
exercise (or other issuance), the total number of shares of Common Stock then
beneficially owned by such Holder and its affiliates and any other Persons whose
beneficial ownership of Common Stock would be aggregated with the Holder's for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), does not exceed 9.999% (the "Maximum Percentage") of the
total number of issued and outstanding shares of Common Stock (including for
such purpose the shares of Common Stock issuable upon such exercise). For such
purposes, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
Each delivery of a notice of exercise hereunder will constitute a representation
by the Holder that it has evaluated the limitation set forth in this paragraph
and determined that issuance of the full number of shares requested in such
notice is permitted under this paragraph. The Company's obligation to issue
shares of Common Stock in excess of the limitation referred to in this Section
shall be suspended until the earlier to occur of (a) the expiration date of this
Warrant and (b) such time, if any, as such shares of Common Stock may be issued
in compliance with such limitation. By written notice to the Company, the Holder
may waive the provisions of this Section or increase or decrease the Maximum
Percentage to any other percentage specified in such notice, but (i) any such
waiver or increase or decrease will not be effective until the 61st day after
such notice is delivered to the Company, and (ii) any such waiver or increase or
decrease will apply only to the Holder and not to any other holder of Warrants.

<PAGE>


      3. Adjustments.

            3.1 Adjustments for Stock Splits, Etc. If the Company will at any
time after the Issue Date declare a stock dividend, subdivide its outstanding
Common Stock (or Other Securities), by split-up or otherwise, or combine its
outstanding Common Stock (or Other Securities), the number of shares issuable on
the exercise of the unexercised portion of this Warrant will forthwith be
proportionately increased in the case of a subdivision or stock dividend, or
proportionately decreased in the case of combination, and the Exercise Price
then applicable to shares covered by the unexercised portion of this Warrant
will forthwith be proportionately decreased in the case of a subdivision or
stock dividend, or proportionately increased in the case of combination.

            3.2 Adjustment for Reclassification, Reorganization, Etc. In case of
any reclassification, capital reorganization, or change of the outstanding
Common Stock (or Other Securities), or in the case of any consolidation of the
Company with, or merger of the Company into, another Person (other than a
consolidation or merger in which the Company is the continuing corporation),
then, as a condition of such reclassification, reorganization, change,
consolidation or merger, lawful provision will be made, and duly executed
documents evidencing the same from the Company or its successor will be
delivered to the Holder of this Warrant, so that the Holder of this Warrant will
have the right at any time prior to the expiration of this Warrant to purchase,
at a total price not to exceed that payable upon the exercise of the unexercised
portion of this Warrant, the kind and amount of shares of stock and other
securities and property receivable upon such reclassification, reorganization,
change, consolidation or merger, by a holder of the number of shares of Common
Stock (or Other Securities) as to which this Warrant was exercisable immediately
prior to such reclassification, reorganization, change, consolidation or merger,
and in any such case appropriate provision will be made with respect to the
rights and interests of the Holder of this Warrant to the end that the
provisions hereof (including, without limitation, provisions for the adjustment
of the Exercise Price and of the number of shares purchasable upon exercise of
this Warrant) will thereafter be applicable in relation to any shares of stock,
and other securities and property, thereafter deliverable upon exercise hereof.
If, as a consequence of any such transaction, solely cash, and no securities or
other property of any kind, is deliverable upon exercise of this Warrant, then,
in such event, the Company may terminate this Warrant by giving the Holder
hereof written notice thereof. Such notice will specify the date (at least 30
days subsequent to the date on which notice is given) on which this Warrant will
terminate; provided that the Holder may condition his exercise upon the
successful consummation of such cash merger or other similar transaction of
which notice is given.

            3.3 Adjustment for Dividends. The Company shall only pay dividends
in an amount consistent with past practices and in no event will the Company pay
a dividend greater than $1.00. Subject to the forgoing, in case the Company
will, at any time or from time to time after the Issue Date, pay any dividend or
make any other distribution upon its Common Stock (or Other Securities) payable
in cash (other than ordinary cash dividends out of earnings or earned surplus),
property or securities of a corporation other than the Company, then forthwith
upon the payment of such dividend, or the making of such other distribution, as
the case may be, the Exercise Price then in effect will be reduced by the amount
of such dividend or other distribution in respect of each outstanding share of
Common Stock (or Other Securities). The Board of

<PAGE>

Directors of the Company and the Investor will mutually agree upon the fair
value of any dividend or other distribution made upon Common Stock (or Other
Securities) payable in property or securities of a corporation other than the
Company.

            3.4 Certificate of Adjustment. Whenever the Exercise Price or the
number of shares issuable hereunder is adjusted, as herein provided, the Company
will promptly deliver to the registered Holder of this Warrant a certificate of
the Treasurer of the Company, which certificate will state (a) the Exercise
Price and the number of shares of Common Stock (or Other Securities) issuable
hereunder after such adjustment, (b) the facts requiring such adjustment, and
(c) the method of calculation for such adjustment and increase or decrease.

      4. No Impairment. The Company will not, by amendment of its corporate
charter or by-laws or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all action as may be
necessary or appropriate in order to protect the rights of the Holder of this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company (a) will not permit the par value of any shares of Common Stock (or
Other Securities) receivable upon the exercise of this Warrant to exceed the
amount payable therefore upon such exercise, and (b) will take all such action
as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and non-assessable shares of Common Stock (or Other
Securities) upon the exercise of this Warrant.

      5. Notices of Record Date, Etc. In the event of:

            (a) any taking by the Company of a record of the holders of any
class of securities of the Company for the purpose of determining the holders
thereof who are entitled to receive any dividend or other distribution, or any
right to or otherwise acquire any shares of stock of any class of the Company or
any other securities or property, or to receive any other right;

            (b) any capital reorganization of the Company, or any
reclassification or recapitalization of the capital stock of the Company or any
transfer of all or substantially all of the assets of the Company to or
consolidation or merger of the Company with or into any other Person; or

            (c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company;

the Company will give notice to the Holder at least 30 days prior to the date of
the specified event.

      6. Reservation of Stock Issuable on Exercise of Warrant; Payment of Taxes.
The Company will at all times after the Authorization Date reserve and keep
available, solely for issuance and delivery upon the exercise of this Warrant,
all shares of Common Stock (or Other Securities) from time to time issuable upon
the exercise of this Warrant. The Company covenants that all shares of Common
Stock (or Other Securities) which will be issuable upon exercise of this Warrant
and payment of the Exercise Price in compliance with this Warrant will, at the
time of delivery, be duly and validly issued, fully paid, nonassessable and free
from all


<PAGE>


taxes, liens and charges with respect to the issue thereof (other than
those which the Company will promptly pay or discharge). The Company will pay
all documentary, stamp or similar taxes and other governmental charges that may
be imposed with respect to the issuance of Warrants, or the issuance or delivery
of any shares upon exercise of the Warrants; provided, however, that if shares
of Common Stock are to be delivered in a name other than the name of the Holder,
then no such delivery will be made unless the person requesting the same has
paid to the Company the amount of transfer taxes or charges incident thereto, if
any.

      7. Disposition of This Warrant, Common Stock, Etc.

            (a) The Holder of this Warrant and any transferee hereof or of the
Common Stock (or Other Securities) with respect to which this Warrant may be
exercisable, by their acceptance hereof, hereby understand and agree that this
Warrant and the Common Stock (or Other Securities) with respect to which this
Warrant may be exercisable have not been registered under the Securities Act,
and may not be sold, pledged, hypothecated, donated, or otherwise transferred
(whether or not for consideration) without an effective registration statement
under the Securities Act or an opinion of counsel reasonably satisfactory to the
Company and/or submission to the Company of such other evidence as may be
reasonably satisfactory to counsel to the Company, in each such case, to the
effect that any such transfer will not be in violation of the Securities Act. It
will be a condition to the transfer of this Warrant that any transferee thereof
deliver to the Company its written agreement to accept and be bound by all of
the terms and conditions of this Warrant.

            (b) The stock certificates of the Company that will evidence the
shares of Common Stock (or Other Securities) with respect to which this Warrant
may be exercisable will be imprinted with a conspicuous legend in substantially
the following form:

      "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE
      SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR
      CONSIDERATION) BY THE HOLDER WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
      COMPANY AND/OR SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE
      SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE EFFECT
      THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE ACT."

      Except as otherwise provided in a certain Stock Purchase Agreement between
the Company and the Holder executed and delivered simultaneously with the
issuance of this Warrant (the "Purchase Agreement"), the Company has not agreed
to (a) register any of the Holder's shares of Common Stock (or Other Securities)
with respect to which this Warrant may be exercisable for distribution in
accordance with the provisions of the Securities Act or (b) comply with any
exemption from registration under the Securities Act for the resale of the
Holder's shares of Common Stock (or Other Securities) with respect to which this
Warrant may be exercised. Hence, it is the understanding of the Holder of this
Warrant that by virtue of the provisions of certain rules respecting restricted
securities promulgated by the Commission, the shares of Common Stock (or Other
Securities) of the Company with respect to which this


<PAGE>

Warrant may be exercisable may be required to be held indefinitely, unless and
until registered under the Securities Act, unless an exemption from such
registration is available, in which case the Holder may still be limited as to
the number of shares of Common Stock (or Other Securities) with respect to which
this Warrant may be exercised that may be sold from time to time.

      8. Rights and Obligations of Warrant Holder. The Holder of this Warrant
will not, by virtue hereof, be entitled to any voting rights or other rights as
a stockholder of the Company. No provision of this Warrant, in the absence of
affirmative actions by the Holder to purchase Common Stock (or Other Securities)
by exercising this Warrant, and no enumeration in this Warrant of the rights or
privileges of the Holder, will give rise to any liability of such Holder for the
Exercise Price acquirable by exercise hereof or as a stockholder of the Company.

      9. Transfer of Warrant. Subject to compliance with the restrictions on
transfer applicable to this Warrant referred to in Section 7 hereof, this
Warrant and all rights hereunder are transferable, in whole or in part, without
charge to the registered Holder, upon surrender of this Warrant with a properly
executed Assignment (in substantially the form attached hereto as Exhibit A), to
the Company, and the Company at its expense will issue and deliver to or upon
the order of the Holder hereof a new Warrant or Warrants in such denomination or
denominations as may be requested, but otherwise of like tenor, in the name of
the Holder or as the Holder (upon payment of any applicable transfer taxes) may
direct.

      10. Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Warrant and, in the case of any such loss, theft or destruction, upon delivery
of affidavit of loss reasonably satisfactory in form to the Company or, in the
case of any such mutilation, upon surrender and cancellation of such Warrant,
the Company at its expense will execute and deliver, in lieu thereof, a new
Warrant of like tenor.

      11. Remedies. The Company stipulates that the remedies at law of the
Holder of this Warrant in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.

      12. Company Records. Until this Warrant is transferred on the books of the
Company, the Company may treat the registered Holder hereof as the absolute
owner hereof for all purposes, notwithstanding any notice to the contrary.

      13. Miscellaneous.

      13.1 Notices. All notices, requests, consents and other communications
hereunder will be in writing, will be mailed (a) if within the domestic United
States by first-class registered or certified airmail, or nationally recognized
overnight express courier, postage prepaid, or by facsimile or (b) if delivered
from outside the United States, by International Federal Express or facsimile,
and will be deemed given (i) if delivered by first-class registered or certified
mail domestic, three business days after so mailed, (ii) if delivered by
nationally recognized overnight

<PAGE>


carrier, one business day after so mailed, (iii) if delivered by International
Federal Express, two business days after so mailed and (iv) if delivered by
facsimile, upon electric confirmation of receipt and will be delivered as
addressed as follows:

      To the Company:   Energy Conversion Devices, Inc.
                        2956 Waterview Drive
                        Rochester Hills, Michigan 48309
                        Attention: Robert C. Stempel
                        Phone: (248) 293-0440
                        Telecopy: (248) 844-1244

      with a copy to:   Baker & McKenzie
                        One Prudential Plaza
                        130 East Randolph Drive
                        Chicago, Illinois  60601
                        Attn:  Craig A. Roeder
                        Phone:  (312) 861-3730
                        Telecopy:  (312) 861-2899

      If to the Holder: At its address on the Stock Certificate Questionnaire
                        attached as Exhibit A to the Purchase Agreement, or at
                        such other address or addresses as may have been
                        furnished to the Company in writing.

            13.2 Amendment and Waiver. Except as otherwise provided herein, this
Warrant and any term hereof may be amended, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such amendment, waiver, discharge or termination is sought.

            13.3 Entire Agreement. This Agreement, together with the Purchase
Agreement referenced herein, embodies the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and
supercedes all prior agreements and understandings relating to such subject
matter.

            13.4 Governing Law; Descriptive Headings. This Warrant will be
construed and enforced in accordance with and governed by the laws of the State
of New York. The headings in this Warrant are for purposes of reference only,
and will not limit or otherwise affect any of the terms hereof.

Dated: January __, 2004


ENERGY CONVERSION DEVICES, INC.

                                    By:
                                         -------------------------------------

                                    Name:
                                          ------------------------------------

                                    Title:
                                           -----------------------------------



<PAGE>

                                     ANNEX A

                               FORM OF ASSIGNMENT

                 [To be signed only upon transfer of Warrant]


      For value received, the undersigned hereby sells, assigns and transfers
all of the rights of the undersigned under the within Warrant with respect to
the number of shares of the Common Stock (or Other Securities) covered thereby
set forth below, unto:

   Name of Assignee              Address                        No. of Shares
   ----------------              ---------------------------    -------------



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

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

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







Dated: ------------------       Signature -------------------------------------
                                           (Signature must conform in all
                                           respects to name of Holder as
                                           specified on the face of the
                                           Warrant.)

                                  Address  ------------------------------------
                                           ------------------------------------
                                           ------------------------------------



<PAGE>


                                     ANNEX B

                         FORM OF SUBSCRIPTION AGREEMENT

                 [To be signed only upon exercise of Warrant]


To:  Energy Conversion Devices, Inc.               Date: ----------------


      The undersigned, the Holder of the within Warrant, pursuant to the
provisions set forth in the within Warrant, hereby irrevocably elects to
exercise the purchase rights represented by such Warrant for, and agrees to
subscribe for and purchase thereunder, _________ shares of the Common Stock
(or Other Securities) covered by such Warrant and herewith makes payment of
$__________ therefore, and requests that the certificates for such shares be
issued in the name of, and delivered to, ______________________________________,
whose address is:
-----------------------------------------------------------------------------.

      If said number of shares is less than all the shares covered by such
Warrant, a new Warrant will be registered in the name of the undersigned and
delivered to the address stated below.



                              Signature ---------------------------------------
                                        (Signature must conform in all respects
                                        to name of Holder as specified on the
                                        face of the Warrant or on the form of
                                        Assignment attached as Annex A thereto.)

                               Address  ---------------------------------------
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