SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                             FORM 10-Q
(Mark One)
 X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

For the period ended                              March 31, 1997
                     -------------------------------------------

                                OR

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to

      Commission file number             1-8403

                                       ENERGY CONVERSION DEVICES, INC.
      (Exact name of registrant as specified in its charter)

             DELAWARE                                     38-1749884
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

  1675 WEST MAPLE ROAD, TROY, MICHIGAN                               48084
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code           (810) 280-1900
                                                  -----------------------------


Former name, former address and former fiscal year, if changed since last report

      Indicate by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such reports,  and (2) has been subject to such
filing requirements for the past 90 days.
                      Yes   X   .   No       .

      As of May 12, 1997 there were  219,913  shares of Class A Common Stock and
10,594,751 shares of Common Stock outstanding.

                        Page 1 of 21 pages




<PAGE>





                        PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                ENERGY CONVERSION DEVICES, INC. and SUBSIDIARY

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                        Three Months Ended             Nine Months Ended
                                             March 31,                     March 31,
                                       ----------------------------------------------------
                                         1997          1996            1997         1996
                                         ----          ----            ----         ----
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                     
REVENUES
                                           
  Product sales                     $ 3,287,378    $ 3,804,556   $  12,140,674   $11,058,631
  Royalties                             302,642        358,238       1,119,074       980,723
  Revenues from research and
    development agreements            1,683,233      2,332,313       3,708,783     7,130,747
  Revenues from license and
    other agreements                     42,000        375,000       4,452,645    10,474,262
  Other                                 368,613        646,534       1,019,143     1,310,258

     TOTAL REVENUES                   5,683,866      7,516,641      22,440,319    30,954,621

EXPENSES
  Cost of product sales               4,214,051      4,726,619      13,895,955    12,041,162
  Cost of revenues from research
     and development agreements       1,728,708      1,908,752       3,719,833     7,330,034
  Product research and development    3,705,538      2,176,176      10,754,479     6,110,906
  Patent Defense                      1,274,766      1,070,012       2,431,311     1,823,085
  Patent                                108,234        144,930         332,541       327,724
  Operating, general and
    administrative                    2,078,897      1,486,614       5,314,940     4,268,358
                                    -----------    -----------    ------------   -----------

     TOTAL EXPENSES                  13,110,194     11,513,103      36,449,059    31,901,269
                                    -----------    -----------    ------------   -----------

NET (LOSS) FROM OPERATIONS           (7,426,328)    (3,996,462)    (14,008,740)     (946,648)

OTHER INCOME (EXPENSE)
  Gain on sale of Ovonic Battery
    Company stock                        --          4,500,000           --        4,500,000
  Interest expense                      (65,793)      (107,985)       (249,787)     (340,880)
  Interest income                       305,124        350,620         995,210       530,027
  Other nonoperating income (net)        58,605         11,994         217,311        86,810

     TOTAL OTHER INCOME                 297,936      4,754,629         962,734     4,775,957
                                    -----------    -----------     -----------   -----------

NET (LOSS) INCOME                 $  (7,128,392)  $    758,167    $(13,046,006) $  3,829,309
                                  =============   ============    ============  ============

NET (LOSS) INCOME PER COMMON SHARE
  AND COMMON EQUIVALENT SHARE        $     (.66)   $       .07      $    (1.22)  $       .37
                                     ==========    ===========      ==========   ===========

NET (LOSS) INCOME PER COMMON SHARE
  ASSUMING FULL DILUTION             $      (.66)  $       .07      $    (1.22)  $       .36
                                     ===========   ===========      ==========   ===========

See notes to consolidated financial statements.

</TABLE>

                                      2

<PAGE>





                ENERGY CONVERSION DEVICES, INC. and SUBSIDIARY



                         CONSOLIDATED BALANCE SHEETS

                                    ASSETS

                                                      March 31,     June 30,
                                                        1997         1996
                                                     (Unaudited)   (Audited)
CURRENT ASSETS
   Cash, including cash equivalents of
      $14,503,000 at March 31, 1997 and
      $23,769,000 at June 30, 1996                  $ 14,508,410  $ 23,773,742
   Investments                                         3,611,165    10,327,352
   Accounts receivable (net of allowance for
      uncollectible accounts of $25,000 at
      March 31, 1997 and $29,000 at June 30, 1996)    12,202,341     9,985,722
   Amounts due from related parties                    2,598,812     2,901,509
   Inventories                                         2,457,190     3,275,135
   Prepaid expenses and other current assets             772,820       362,558

      TOTAL CURRENT ASSETS                            36,150,738    50,626,018

PROPERTY, PLANT AND EQUIPMENT
   Land and land improvements                            312,588       312,588
   Buildings and improvements                          3,678,042     3,595,009
   Machinery and other equipment                      19,176,479    17,249,435
   Capitalized lease equipment                         5,708,390     5,802,806
                                                   -------------   -------------
                                                      28,875,499    26,959,838

   Less accumulated depreciation and amortization    (21,851,420)  (21,260,424)

      PROPERTY, PLANT AND EQUIPMENT                    7,024,079     5,699,414

JOINT VENTURES
   United Solar Systems Corp.                             --            --
   GM Ovonic L.L.C.                                       --            --
   Sovlux Co. Ltd.                                        --            --

OTHER ASSETS                                             791,303       804.007
                                                   -------------   -------------

      TOTAL ASSETS                                  $ 43,966,120  $ 57,129,439
                                                    ============  ============


See notes to consolidated financial statements.

                                 3

<PAGE>





          ENERGY CONVERSION DEVICES, INC. and SUBSIDIARY

                    CONSOLIDATED BALANCE SHEETS

               LIABILITIES AND STOCKHOLDERS' EQUITY

                                                        March 31,      June 30,
                                                          1997           1996
                                                       (Unaudited)    (Audited)
CURRENT LIABILITIES
   Accounts payable and accrued expenses            $   4,352,357   $ 3,911,122
   Salaries, wages and amounts withheld
      from employees                                    1,403,068     1,175,102
   Deferred revenues under business agreements            876,033       711,894
   Current installments on capitalized lease
      obligations and short-term debt                   1,309,318     1,302,973

      TOTAL CURRENT LIABILITIES                         7,940,776     7,101,091

CAPITALIZED LEASE OBLIGATIONS                             820,433     1,853,728

DEFERRED GAIN                                             339,356       686,351

NON-REFUNDABLE ADVANCE ROYALTIES                        3,605,385     3,754,229
                                                    -------------   -----------

      TOTAL LIABILITIES                                12,705,950    13,395,399


STOCKHOLDERS'  EQUITY
   Capital Stock
      Class A Convertible Common Stock,
        par value $0.01 per share:
        Authorized - 500,000 shares
        Issued and  outstanding - 219,913 shares            2,199         2,199 
      Common Stock,  par value $0.01 per share:
        Authorized  -  15,000,000 shares Issued
        and outstanding  - 10,594,751 shares at
        March 31, 1997 and 10,489,591 shares at
        June 30, 1996                                     105,948       104,896
   Additional paid-in capital                         201,809,719   200,757,697
   Accumulated deficit                               (170,176,758) (157,130,752)
   Treasury stock at cost - 28,000 shares                (480,938)

      TOTAL STOCKHOLDERS' EQUITY                       31,260,170    43,734,040
                                                    -------------   -----------

      TOTAL LIABILITIES & STOCKHOLDERS'
        EQUITY                                     $   43,966,120  $ 57,129,439
                                                   ==============  ============


See notes to consolidated financial statements.



                                 4

<PAGE>


<TABLE>



             ENERGY CONVERSION DEVICES, INC. and SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (Unaudited)

 <CAPTION>
                                                                 Nine Months Ended March 31,
                                                                  1997               1996
<S>                                                           <C>               <C>    
OPERATING ACTIVITIES:
  Net (loss) income                                           $(13,046,006)     $   3,829,309
  Adjustments to reconcile net (loss) income to
    net cash (used in) by operating activities:
      Depreciation and amortization                              1,375,188            883,985
      Gain on sale of Ovonic Battery Company stock                   --            (4,500,000)
      Creditable royalties                                        (148,844)           (39,829)
      Employee stock options                                       339,750            339,750
      Stock issued for services rendered                           119,203             59,463
      Amortization of deferred gain                                (34,497)           (34,497)
      Loss on sale of equipment                                      1,508
  Changes in working capital other than debt:
      Accounts receivable and amounts due from related
        parties, less amount due from sale of
        Ovonic Battery Company stock in 1996                    (1,913,922)        (4,132,036)
      Inventories                                                  817,945           (647,030)
      Prepaid expenses and other current assets                   (397,558)           100,765
      Accounts payable and accrued expenses                        669,201           (640,734)
      Deferred revenues under business agreements                  164,139           (294,983)

    NET CASH (USED IN) OPERATIONS                              (12,053,893)        (5,075,837)

INVESTING ACTIVITIES:
  Purchases of capital equipment (net)                          (3,013,859)        (1,428,899)
  Purchases of investments                                           --            (4,290,000)
  Sales of investments                                           6,716,187
    NET CASH PROVIDED BY (USED IN)
      INVESTING ACTIVITIES                                       3,702,328         (5,718,899)

FINANCING ACTIVITIES:
  Purchase of treasury stock                                      (480,938)
  Proceeds from sale of stock and exercise of stock
    options and warrants                                            594,121        31,925,365
  Proceeds from capital lease transactions                          167,161
  Principal payments under short-term and long-term
    debt obligations and capitalized lease obligations           (1,026,950)       (1,194,879)
                                                             --------------     -------------

    NET CASH (USED IN) PROVIDED BY FINANCING
      ACTIVITIES                                                   (913,767)       30,897,647

NET (DECREASE) INCREASE IN CASH AND CASH
    EQUIVALENTS                                                  (9,265,332)       20,102,911

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                 23,773,742         6,259,451
                                                               ------------     -------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                     $ 14,508,410     $  26,362,362
                                                               ============     =============


See notes to consolidated financial statements.

</TABLE>

                                   5

<PAGE>



             ENERGY CONVERSION DEVICES, INC. and SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (Unaudited)

                                                              Nine Months Ended
                                                                   March 31,
                                                               1997       1996


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

   Cash paid for interest                                    $249,787   $340,880










See notes to consolidated financial statements.


                                   6

<PAGE>



    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - MARCH 31, 1997
                            (Unaudited)

NOTE A - Basis of Presentation

      Information for the three and nine months ended March 31, 1997 and 1996 is
unaudited but includes all adjustments  which Energy  Conversion  Devices,  Inc.
("ECD") considers necessary for a fair presentation of its financial  condition,
cash flows and results of operations.

      In accordance  with the  instructions  for the completion of the Quarterly
Report on Form 10-Q, certain  information and footnotes necessary to comply with
Generally  Accepted  Accounting  Principles  ("GAAP")  have  been  condensed  or
omitted.  These financial  statements  should be read in conjunction  with ECD's
1996 Annual Report on Form 10-K,  which  contains a summary of ECD's  accounting
principles and other footnote information.

      The consolidated  financial statements include the accounts of ECD and its
93.5%- owned  subsidiary,  Ovonic Battery Company,  Inc. ("Ovonic  Battery"),  a
company  formed to develop and  commercialize  ECD's Ovonic nickel metal hydride
("Ni-MH") battery  technology  (collectively  the "Company").  Due to cumulative
losses  incurred  by Ovonic  Battery,  no  minority  interest is recorded in the
consolidated financial statements.

     ECD also has three  investments  accounted for by the equity  method:  (i)
United Solar Systems Corp. ("United Solar") (49.98%),  ECD's photovoltaic (solar
energy) joint venture with Canon Inc. of Japan ("Canon");  (ii) Sovlux Co. Ltd.
("Sovlux") (50%), ECD's Russian joint venture with State Research and Production
Enterprise  Kvant  ("Kvant")  and the Russian  Ministry of Atomic Energy and its
various enterprises ("MINATOM"); and (iii) GM Ovonic L.L.C. ("GM Ovonic") (40%),
Ovonic Battery's joint venture with General Motors Corporation ("General
Motors") to manufacture and sell the Company's proprietary Ni-MH batteries for
electric vehicle applications worldwide.

      The Company's investments in its joint ventures,  United Solar, Sovlux and
GM  Ovonic,  are  recorded  at zero.  The  Company  will  continue  to carry its
investment  in each of these joint  ventures  at zero until the venture  becomes
profitable,  at which time the Company will start to recognize  over a period of
years its share,  if any, of the then equity of each of the  ventures,  and will
recognize its share of each venture's  profits or losses on the equity method of
accounting.

      Upon consolidation,  all intercompany  accounts and transactions have been
eliminated.


                                 7

<PAGE>



      Certain  items for the three  months and nine months  ended March 31, 1996
have been reclassified to be consistent with the  classification of items in the
three months and nine months ended March 31, 1997.

      In preparing financial  statements in conformity with GAAP,  management is
required to make estimates and  assumptions  that affect the reported  amount of
assets and liabilities  and the disclosure of contingent  assets and liabilities
at the date of the  financial  statements  and revenues and expenses  during the
reported period.  Actual results could differ from those estimates.  The Company
is impacted by factors such as the continued  receipt of contracts from the U.S.
government,  its ability to protect and maintain the  proprietary  nature of its
technology,  its continued product and  technological  advances and the strength
and  ability  of  the  Company's   licensees  and  joint  venture   partners  to
commercialize the Company's products and technologies.

United Solar

      In 1990,  ECD and Canon  entered into a joint  venture  agreement  for the
formation of United  Solar.  The  agreement  provided that United Solar would be
owned  49.98% by ECD,  49.98%  by  Canon,  with the  balance  held by Mrs.  Haru
Reischauer,  a  member  of the  Board  of  Directors  of  ECD.  ECD's  principal
contribution  to United  Solar was a license in the field of  photovoltaics.  In
return for its  contributions,  ECD received  49.98%  equity  interest in United
Solar.  In return for its 49.98%  equity  interest  in United  Solar,  Canon has
invested over $50,000,000 in United Solar.

      The following sets forth certain selected  financial data regarding United
Solar that is derived from United Solar's financial statements:

               UNITED SOLAR STATEMENTS OF OPERATIONS

                              Three Months Ended         Nine Months Ended
                                  March 31,                  March 31,
                         ---------------------------  --------------------------
                             1997          1996          1997          1996
                             ----          ----          ----          ----
                          (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)

Revenues*                 $ 1,739,851   $ 1,298,042   $ 4,341,840   $ 4,333,576
Operating Expenses
  Cost of product sales     2,272,133     1,961,934     5,561,517     4,934,344
  Research and development    719,890       664,055     2,178,841     2,119,513
  General and administrative  776,526       399,010     1,685,290     1,241,854
  Sales and marketing         409,316       394,656     1,197,302     1,211,518
     Total                  4,177,865     3,419,655    10,622,950     9,507,229
                          -----------   -----------   -----------   -----------

Other Income (Expense)         13,257      (149,549)      103,020      (142,796)
                          -----------   -----------   -----------   -----------

Net Loss                  $(2,424,757)  $(2,271,162)  $(6,178,090)  $(5,316,449)
                          ===========   ===========   ===========   ===========

*  Includes product sales and revenues earned under research contracts.

                                 8

<PAGE>



                    UNITED SOLAR BALANCE SHEETS

                                                  March 31,        June 30,
                                                    1997             1996
                                                 (Unaudited)     (Unaudited)
Current Assets:
  Cash and cash equivalents                     $     42,177    $   1,481,480
  Accounts receivable - Trade                        641,684          395,551
  Accounts receivable - NREL                         251,197          217,810
  Accounts receivable - Stockholders                 230,097           70,190
  Inventory                                        3,449,064        2,257,458
  Other current assets                               290,645          332,002
                                                ------------     ------------
     Total Current Assets                          4,904,864        4,754,491
Property, plant and equipment (Net)               13,591,012       11,276,455
Other assets                                         228,239          216,730
                                                ------------     ------------
     Total Assets                               $ 18,724,115     $ 16,247,676
                                                ============     ============

Current Liabilities:
  Short-term bank debt                          $ 10,000,000     $ 14,375,565
  Accounts payable - Trade & Stockholders          4,262,564        1,363,044
  Accrued expenses and other                         427,762          297,186
                                                ------------     ------------
     Total Current Liabilities                    14,690,326       16,035,795
     Total Stockholders' Equity                    4,033,789          211,881
                                                ------------     ------------
       Total Liabilities and Stockholders'
          Equity                                $ 18,724,115     $ 16,247,676
                                                ============     ============

Sovlux

      In 1990, ECD established  Sovlux, a joint venture with Kvant in Russia, to
manufacture  photovoltaic  and battery  products  and  systems in the  countries
comprising the former  U.S.S.R.  and sell them  worldwide  (except for Japan and
India).  In July  1996,  MINATOM  agreed to become an equity  partner in Sovlux.
Sovlux is owned 50% by ECD and 50% by Kvant and MINATOM.

      No tangible assets have been  contributed to Sovlux by ECD.  Through March
31,  1997,  the  activities  related to Sovlux  have been  limited  to  facility
preparation at certain Kvant facilities from which Sovlux will operate, the cost
of which Kvant has also assumed as part of its  commitment  to the venture,  the
training of employees and other  pre-production  activities related to equipment
purchase from ECD.

      There are no financial  statements available for Sovlux since the December
31, 1993 unaudited financial statements set forth in ECD's Annual Report on Form
10-K for the year ended June 30, 1995, as amended.

GM Ovonic

      In June 1994, Ovonic Battery and General Motors formed a joint venture for
the manufacture  and marketing of Ovonic Ni-MH batteries for electric  vehicles.
General  Motors has a 60% interest and Ovonic Battery has a 40% interest in this
joint venture.

                                 9

<PAGE>



Ovonic  Battery has  contributed  intellectual  property,  licenses,  production
processes,  know-how,  personnel and engineering  services  pertaining to Ovonic
Ni-MH battery  technology to the joint  venture.  General  Motors'  contribution
consists  of  operating  capital,  plant,  equipment  and  management  personnel
necessary for the volume production of batteries.

      GM  Ovonic  is  currently  producing  first  generation  batteries  at its
manufacturing   facility   in  Troy,   Michigan,   with  the  first   module  of
production-intent equipment being operational.

      Financial  statements of GM Ovonic for the three- and  nine-month  periods
ended March 31, 1997 are currently not available.

Accounts Receivable

     The  following   tabulation  shows  the  component   elements  of  accounts
receivable from long-term contracts and other programs:

                                           March 31,          June 30,
                                             1997               1996
      U.S. Government:
        Amounts billed                  $   971,513         $   743,482
        Unbilled                            791,087             453,394
                                        -----------         -----------
           Total                          1,762,600           1,196,876
                                        -----------         ------------

      Commercial Customers:
        Amounts billed                    4,497,479*          2,768,531*
        Unbilled
           - due per contracts            7,291,102**         7,062,239**
           - other                        1,116,193           1,222,173
                                        -----------         -----------
           Total                         12,904,774          11,052,943
                                        -----------         -----------

      Other                                 158,779             666,412
      Allowance for uncollectible
         accounts                           (25,000)            (29,000)
                                        -----------         -----------
                                        $14,801,153         $12,887,231
                                        ===========         ===========

    *  Includes related-party (principally GM Ovonic) amounts of $1,367,440 and
       $1,041,445, respectively.
   **  Includes related-party (principally GM Ovonic) amounts of $1,231,372 and
       $1,860,064, respectively.

      Unbilled   receivables  from  commercial   customers   represent  revenues
recognized  for the present  value of license  payments to be received in future
periods.  They also include revenues recognized on the  percentage-of-completion
method of accounting  related to  machine-building  contracts and amounts earned
under certain contracts, which amounts were billed subsequently.

     Certain contracts with the U.S. government require a retention that is paid
upon completion of audit of the Company's  indirect rates. There are no material
retentions at March 31, 1997 and June 30, 1996.  Certain U.S. government
contracts  remain subject to audit.  Management does not believe that
adjustments which may result from an audit would be material to the financial
position or results of operations of the Company.

                                10

<PAGE>



Inventories

      Inventories of raw  materials,  work in process and finished goods for the
manufacture  of  electrodes,  battery  packs and other  products,  together with
supplies,  are valued at the lower of cost  (moving  average)  or  market.  Cost
elements  included in inventory are  materials,  direct labor and  manufacturing
overhead.  Cost of sales are removed  from  inventory  based on actual  costs of
items shipped to customers.

      Inventories (principally those of Ovonic Battery) are as follows:

                                  March 31, 1997   June 30, 1996

           Finished products       $     77,677     $   263,525
           Work in process            1,230,950       1,902,396
           Raw materials              1,148,563       1,075,401
           Supplies                     --               33,813
                                   ------------     -----------
                                   $  2,457,190     $ 3,275,135
                                   ============     ===========

Product Sales

      Product sales  include  electrodes,  battery  packs and  machine-building.
Revenues   related  to   machine-building   contracts  are   recognized  on  the
percentage-of-completion  method of accounting  using the costs incurred to date
as a  percentage  of the  total  expected  costs.  All other  product  sales are
recognized when the product is shipped.

Royalties

      Most license  agreements provide for the Company to receive royalties from
the sale of products  which  utilize the  licensed  technology.  Typically,  the
royalties  are  incremental  to and  distinct  from  the  license  fee  and  are
recognized  as revenue  upon the sale of the  respective  licensed  product.  In
several  instances,  the Company has received cash  payments for  non-refundable
advance royalty payments which are creditable against future royalties under the
licenses.  Advance  royalty  payments are deferred and recognized in revenues as
the  creditable  sales occur,  the  underlying  agreement  expires,  or when the
Company  has  demonstrable   evidence  that  no  additional  royalties  will  be
creditable and, accordingly, the earnings process is completed.


                                11

<PAGE>



Business Agreements

     The Company's strategy is to develop products that have broad applications
and technological advantages over available alternatives and that are capable of
being produced commercially on an economically competitive basis.  The Company
invents and develops materials, products and production technology for use in
the energy and information industries.  It is engaged in manufacturing and
selling its proprietary products through joint ventures, licensing arrangements
and through its own internal production operations.

      A substantial portion of the Company's revenues are derived through
business agreements for the development and/or commercialization of products
based upon the Company's proprietary technologies. Such agreements are of two
types.

      The first type of agreement relates to licensing the Company's proprietary
technology.  Licensing activities are tailored to provide each licensee with the
right to use the Company's technology, most of which is patented, for a specific
product  application  or, in some  instances,  for  further  exploration  of new
product  applications  for  such  technologies.  The  terms  of  such  licenses,
accordingly,  are tailored to address a number of circumstances  relating to the
use of such technology  which have been  negotiated  between the Company and the
licensee.  Such terms generally address whether the license will be exclusive or
nonexclusive,   whether  the  licensee  is  limited  to  very  narrowly  defined
applications or to broader-based  product  manufacture or sale of products using
such technologies,  whether the license will provide royalties for products sold
which employ such licensed  technology  and how such royalties will be measured,
as well as other factors specific to each negotiated arrangement. In some cases,
licenses  relate  directly  to  research  and  development  that the Company has
undertaken  pursuant to research and development  agreements ("R&D Agreements");
in other cases, they relate to product development and commercialization efforts
of the licensee;  other agreements combine the efforts of the Company with those
of the licensee.

      License agreement fees are generally recognized as revenue at the time the
agreements are  consummated,  which is the  completion of the earnings  process.
Typically,  such fees are  non-refundable,  do not obligate the Company to incur
any future  costs or  require  future  performance  by the  Company  and are not
related to future  production or earnings of the licensee.  License fees payable
in installments  are recorded at the present value of the amounts to be received
taking into account the collectibility of the license fee. In some instances,  a
portion of such license fees is contingent  upon the  commencement of production
or other uncertainties.  In these cases, license fee revenues are not recognized
until commencement of production or the resolution of uncertainties.

      In the second type of  agreement,  R&D  Agreements,  the Company  conducts
specified  research and  development  projects  related to one of its  principal
technology  specializations  for an agreed-upon fee. Some of these projects have
stipulated  performance  criteria and deliverables  whereas others require "best
efforts" with no specified  performance  criteria.  Revenues from R&D Agreements
that   contain   specific    performance    criteria   are   recognized   on   a
percentage-of-completion  basis which matches the contract revenues to the costs
incurred on a project based on the  relationship  of costs incurred to estimated
total project costs.  Revenue from R&D  Agreements,  where there are no specific
performance  terms,  are recognized in amounts equal to the amounts  expended on
the programs. Generally, the agreed-upon fees for R&D Agreements contemplate

                                12

<PAGE>



reimbursing the Company for costs considered  associated with project activities
including  expenses  for  direct  product  development  and  research,  patents,
operating,  general and administrative  expenses and depreciation.  Accordingly,
expenses  related  to R&D  Agreements  are  recorded  as cost of  revenues  from
business agreements.

Other Operating Revenues

      Other  operating  revenues  consist  principally  of  third-party  service
revenue realized by certain of the Company's service departments,  including the
Production  Technology  and Machine  Building  Division  and Central  Analytical
Laboratory.

Other Non-operating Income

      Other  non-operating  income - net consists of rental income and gains and
losses on sale of fixed assets.

NOTE     B - Product  Sales,  Royalties  and Revenues  from R&D  Agreements  and
         License and Other Agreements

      The Company has business  agreements  with third  parties for which sales,
royalties  and other  revenues  are  included in the  consolidated  statement of
operations. A summary of revenue from such agreements follows:

                                                  Nine Months Ended
                                                      March 31,
                                                 1997           1996
                                                 ----           ----
Product Sales:
   Negative and positive electrodes         $  8,273,418    $  3,173,709
   Battery packs                               2,218,556       1,692,565
   Machine building                            1,648,700       6,192,357
                                            ------------    ------------
                                            $ 12,140,674    $ 11,058,631
                                            ============    ============

Royalties:
   Battery technology                       $    915,001    $    920,674
   Optical memory technology                     204,073          60,049
                                            ------------    ------------
                                            $  1,119,074    $    980,723
                                            ============    ============

 Revenues from R&D Agreements:
   Photovoltaics                            $    842,290    $  2,376,237
   Battery technology                          1,480,794       3,293,835
   Microelectronics                              687,249         881,374
   Hydrogen                                      488,590         435,630
   Other                                         209,860         143,671
                                            ------------    ------------
                                            $  3,708,783    $  7,130,747
                                            ============    ============

License and Other Agreements:
   Battery                                  $  4,372,000    $  9,349,262
   Microelectronics                               80,645       1,125,000
                                            ------------    ------------
                                            $  4,452,645    $ 10,474,262
                                            ============    ============



                                13

<PAGE>



NOTE C - Non-Refundable Advance Royalties

      At March 31, 1997 and at June 30, 1996, the Company  deferred  recognition
of revenues relating to non-refundable advance royalty payments.  Non-refundable
advance royalties consist of the following:

                                        March 31, 1997    June 30, 1996

       Battery                             $1,692,991      $1,704,991
       Optical Memory                       1,912,394       2,049,238
                                           ----------      ----------
                                           $3,605,385      $3,754,229
                                           ==========      ==========

NOTE D - Net (Loss) Income Per Common Share

      The  Company  uses the  treasury  stock  method to  calculate  primary and
fully-diluted  earnings  per share.  Common stock  equivalents  consist of stock
options and warrants.  Weighted average number of shares outstanding and primary
earnings per share for the three months and nine months ended March 31, 1997 and
1996 are computed as follows:
<TABLE>
<CAPTION>

                                             Three Months Ended       Nine Months Ended
                                                  March 31,               March 31,
                                             1997         1996         1997         1996
<S>                                      <C>           <C>         <C>           <C>   
   Weighted average number of shares
      outstanding                         10,745,713   10,015,088   10,714,176    8,957,381
   Pro Forma weighted average shares for
      Common Stock Equivalents                ---       1,457,593      ---        1,399,382
                                          ----------   ----------   ----------   ----------
      AVERAGE NUMBER OF SHARES
        OUTSTANDING AND EQUIVALENTS       10,745,713   11,472,681   10,714,176   10,356,763

   Net income (loss) as reported         $(7,128,392)  $   58,167  $(13,046,006) $3,829,309
   Effect of application of modified
      treasury stock method                   ---          ---         ---           ---
                                         -----------   ----------  ------------  ----------
   Adjusted net (loss) income            $(7,128,392)  $  758,167  $(13,046,006) $3,829,309
                                         ===========   ==========  ============  ==========

      NET (LOSS) INCOME PER SHARE        $      (.66)  $      .07  $      (1.22) $      .37
                                         ===========   ==========  ============  ==========
</TABLE>


      The   difference   between  the  primary   earnings   per  share  and  the
fully-diluted earnings per share for the nine months ended March 31, 1996 is the
result of using the ending  market value of $21.125 per share versus the average
market value of $18.416.  This results in pro forma weighted  average shares for
common stock equivalents of 1,628,781 and a fully-diluted  earnings per share of
$.36.


                                14

<PAGE>



 Item 2.Management's Discussion and Analysis of Financial Condition and Results 
        of Operations

                       Results of Operations
Summary

      The  changes  from net income in the  periods  ended March 31, 1996 to net
losses in the current  periods are  primarily a result of the sale of $4,500,000
of the stock of Ovonic  Battery in the prior three and nine month periods and an
approximate  $6,000,000  reduction  in one-time  license fees in the nine months
ended March 31, 1997.

      The net loss for the three and nine months ended March 31, 1997 was as a
result of:
    - increased Company-funded electric and hybrid vehicle battery development;

    - costs related to start up and expansion of negative electrode production
      equipment and initiation of positive electrode production and equipment;

    - expenses of additional technical,  manufacturing and engineering support
      for the GM Ovonic  manufacturing joint venture in furtherance of initial
      Ni-MH  battery  production  and ongoing  technical  assistance  to other
      customers;

    - expenses  for  ongoing  defense  of  the  Company's  battery  technology
      patents. On April 3, 1997, the Company announced that it anticipates the
      satisfactory  resolution  of patent  litigation  brought  by  Matsushita
      Battery Industrial Co., Ltd. This should result in a reduction in future
      patent defense costs; and

    - reduced revenues from license and other agreements in 1997.

Three Months Ended March 31, 1997 Compared to Three Months Ended March 31, 1996

      The  Company had a net loss for the three  months  ended March 31, 1997 of
$7,128,000  compared to net income of $758,000  for the three months ended March
31, 1996.  This change results  primarily from (i) a $4,500,000 gain on the sale
of Ovonic  Battery  Company  stock in 1996;  (ii) an increase of  $1,349,000  in
spending for research and  development  from  $4,085,000  in the 1996 quarter to
$5,434,000  in the 1997  quarter  while  outside  funding  from  R&D  Agreements
decreased by $649,000;  and (iii) ongoing costs for the defense of the Company's
battery technology patents.

      Product  sales,  consisting  of  battery  electrodes,  battery  packs  and
machine-building,  decreased 14% in the quarter ended March 31, 1997 compared to
the same quarter in the previous year due to reduced machine-building activities
and reduced sales of battery packs,  because battery packs previously sold to GM
Ovonic for General Motors electric vehicles are

                                15

<PAGE>



now being  manufactured by GM Ovonic.  Battery electrode sales increased 412% to
$2,815,000  in the three months ended March 31, 1997 from  $550,000 in the three
months ended March 31, 1996 due to increased  sales volume of both  negative and
positive  electrodes.  Sales of battery  packs  decreased 89% to $137,000 in the
three  months  ended March 31, 1997 from  $1,215,000  in the three  months ended
March 31, 1996. Revenues from  machine-building  were $335,000 in the March 1997
quarter,  down from $2,040,000 in the same period last year,  principally due to
the completion of photovoltaic manufacturing equipment purchased by United Solar
and reduced machine-building activities in 1997 for Ovonic Battery.

      The 28% decrease in revenues from R&D  Agreements  from  $2,332,000 in the
three months ended March 31, 1996 to  $1,683,000 in the three months ended March
31,  1997 was due to reduced  revenues  ($1,209,000  in the March  1997  quarter
compared to $1,782,000  in the March 1996  quarter) from the U.S.  Department of
Energy ("DOE") and National  Renewable Energy  Laboratory  ("NREL") programs and
from the United States Advanced Battery Consortium ("USABC").

      The  decrease  in other  revenues  was due to  decreased  billings  in the
quarter ended March 31, 1997 for miscellaneous work performed for Ovonic Battery
licensees.

      The decrease in cost of revenues from R&D  Agreements  and the increase in
product  development  and  research  expense in the three months ended March 31,
1997  compared to the three months ended March 31, 1996 was  principally  due to
ongoing electric vehicle battery and other research and development with reduced
revenues from funded research and development programs.

      Cost of product  sales of  $4,214,000  in the three months ended March 31,
1997 decreased 11% compared to the same 1996 quarter  principally as a result of
reduced  product  sales,   improved   manufacturing   efficiencies  for  battery
electrode,  partially  offset  by a  $425,000  addition  to the lower of cost of
market valuation provision for inventories.

      Patent defense expenses for 1997 and 1996 were incurred in connection with
the defense and  prosecution  of  litigation  with  respect to Ovonic  Battery's
United States patents covering its proprietary technology for Ni-MH batteries.

      The  increase in  operating,  general  and  administrative  expenses  from
$1,487,000  in the three months ended March 31, 1996 to  $2,079,000 in the three
months  ended  March 31,  1997 was  primarily  due to  increased  administrative
expenses in 1997, including salaries, depreciation expense and rents and reduced
allocation of expenses to cost of revenues from R&D Agreements in 1997.


                                16

<PAGE>



      The change from other income of $4,755,000 in the three months ended March
31, 1996 to other  income of $298,000 in the three  months  ended March 31, 1997
was due  principally to the $4,500,000  gain on the sale of Ovonic Battery stock
in 1996.

Nine Months Ended March 31, 1997 Compared to Nine Months Ended March 31, 1996

      The  Company  had a net loss for the nine  months  ended March 31, 1997 of
$13,046,000 compared to net income of $3,829,000 for the nine months ended March
31, 1996.  This change results  primarily from (i) a $4,500,000 gain on the sale
of Ovonic  Battery  Company  stock in 1996;  (ii) an increase  in  spending  for
research and development from $13,441,000 in year-to-date 1996 to $14,474,000 in
year-to-date  1997  while  outside  funding  from R&D  agreements  decreased  by
$3,422,000;  (iii) a decrease in revenues from license and other agreements from
$10,474,000  in 1996 to  $4,452,000  in 1997;  and (iv)  ongoing  defense of the
Company's battery technology patents.

      Product  sales,  consisting  of  battery  electrodes,  battery  packs  and
machine-building, increased 10% in the nine months ended March 31, 1997 compared
to the nine months ended March 31, 1996.  Battery electrode sales increased 161%
to  $8,274,000  in the nine months ended March 31, 1997 from  $3,174,000  in the
nine months ended March 31, 1996 due to increased  sales volume of both negative
and positive  electrodes.  Sales of battery packs increased 31% to $2,219,000 in
the nine months  ended March 31, 1997 from  $1,693,000  in the nine months ended
March 31, 1996.  Revenues  from  machine-building  were  $1,648,000  in the nine
months ended March 31, 1997 down from  $6,192,000 in the nine months ended March
31,  1996,  principally  due to the  completion  of  photovoltaic  manufacturing
equipment purchased by United Solar and reduced machine-building revenue in 1997
for Ovonic Battery.

      The 48% decrease in revenues from R&D  agreements  from  $7,131,000 in the
nine months  ended March 31, 1996 to  $3,709,000  in the nine months ended March
31, 1997 was due to reduced revenues  ($2,323,000 in 1997 compared to $5,670,000
in 1996) from DOE, NREL and USABC.

      In the nine  months  ended March 31,  1997,  the  Company  entered  into a
battery  license  agreement  with Canon granting  Canon  nonexclusive  rights to
manufacture  and market  Ovonic Ni-MH  batteries for certain  applications.  The
Company  recognized  license fee revenue of $1,246,000  in connection  with this
agreement and will receive running  royalties.  In December 1996, Ovonic Battery
signed an agreement with Sanoh Industrial Co., Ltd. ("Sanoh") to form a European
joint   venture  to   manufacture   and  sell   Ovonic   Ni-MH   batteries   for
electrically-powered  two- and three-wheeled vehicles. Ovonic Battery, 45% owner
in the  joint  venture,  will  provide  the  necessary  licenses  and  technical
know-how.  Sanoh,  55% owner in the joint  venture,  will provide the  necessary
funding for the operations and capital expenses.  Ovonic Battery, in addition to
its 45%  equity,  will  receive  total  payments of up to  $5,000,000,  of which
$2,000,000 is recorded as license fees in the

                                17

<PAGE>



nine months ended March 31,  1997.  Revenues  from license and other  agreements
were  $10,474,000  in the nine months ended March 31, 1996 and included  license
fees of $8,849,000 from Asia Pacific Investment Co. and Sanoh.

      Also,  in  December,  1996  Ovonic  Battery  signed an  agreement  with LG
Chemical Ltd. of the Republic of Korea to  manufacture  and sell consumer  Ni-MH
batteries.  Ovonic Battery will receive total  payments of up to $5,000,000,  of
which $1,000,000 is recorded as license fees at March 31, 1997. In addition, the
Company will receive running royalties under this agreement.

      The decrease in cost of revenues from R&D  Agreements  and the increase in
product development and research expense in the nine months ended March 31, 1997
compared to the nine months ended March 31, 1996 was  principally due to ongoing
electric  vehicle  battery  and other  research  and  development  with  reduced
revenues from funded R&D Agreements.

      The increase in cost of product  sales to  $13,896,000  in the nine months
ended March 31, 1997 from  $12,041,000  in the nine months  ended March 31, 1996
was  principally  due  to  the  startup  and  expansion  of  negative  electrode
production equipment and battery pack production.

      Patent defense expenses for 1997 and 1996 were incurred in connection with
the defense and  prosecution  of  litigation  with  respect to Ovonic  Battery's
United States patents covering its proprietary technology for Ni-MH batteries.

      The  increase  in  operating,   general  and  administrative  expenses  to
$5,315,000  in the nine months ended March 31, 1997 from  $4,268,000 in the nine
months  ended  March 31,  1996 was  primarily  due to  increased  administrative
expenses  in 1997,  including  salaries,  depreciation  and  rents  and  reduced
allocations of expenses to cost of revenue from R&D Agreements in 1997.

      The change from other income of  $4,776,000 in the nine months ended March
31, 1996 compared to other income of $963,000 in the nine months ended March 31,
1997 was due  principally to the  $4,500,000  gain on the sale of Ovonic Battery
stock in 1996.

                  Liquidity and Capital Resources

      As of March 31, 1997, the Company had unrestricted  consolidated  cash and
cash equivalents, which consist of investments maturing in three months or less,
of approximately  $14,508,000,  a decrease of approximately $9,265,000 from June
30, 1996. As of March 31, 1997, the Company had consolidated  working capital of
approximately  $28,210,000,  compared  with a  consolidated  working  capital of
$43,525,000 as of June 30, 1996.  Investments, which consist of commercial paper
maturing in four to six months, decreased $6,716,000 in the nine months ended
March 31, 1997.


                                18

<PAGE>



      During the nine months  ended March 31,  1997,  approximately  $12,054,000
cash  was  used  in  operations.   The  difference   between  the  net  loss  of
approximately  $13,046,000  and the net cash used in operations was  principally
due to depreciation and amortization in the nine months ended March 31, 1997. In
addition, during this period approximately $3,013,000 of machinery and equipment
were   purchased  or   constructed   for  the  expansion  of  Ovonic   Battery's
manufacturing capacity.

      Some business  agreements related to R&D Agreements have been entered into
by the Company with U.S.  government  agencies and with  industry to develop the
Company's products and production technology. The technology developed, together
with the applicable patents, are generally owned by the Company.  Generally, the
agreed-upon  fees for these R&D Agreements  reimburse the Company for its direct
costs associated with these projects,  together with a portion of indirect costs
(patents, operating, general and administrative expenses and depreciation).

      The Company has entered into a third-party leasing arrangement with Finova
Capital Corporation  ("Finova"),  formerly Financing for Science  International,
which provides lease financing for certain equipment used by the Company.  As of
March 31, 1997, the Company had financed equipment having an acquisition cost of
$8,600,000 under this arrangement.  The Company's leases with Finova provide for
a term of three to five years.  The  required  lease  payments  over this period
equal the acquisition cost of the leased equipment plus an interest factor.  The
Company has agreed to  purchase  certain  equipment  leased from Finova upon the
expiration of the applicable  leases for 10% of its acquisition  cost. For other
equipment,  the  Company has an option to purchase  the  equipment  for its then
market value (but no less than 10% nor more than 20% of its  acquisition  cost).
The Company has an option to purchase  certain other leased  equipment  upon the
expiration of the applicable leases for its then fair market value.

      While certain  programs have limited terms,  the equipment  being utilized
for these programs has  alternative  future uses for other programs if, in fact,
the programs are not continued beyond their respective terms.

     The Company has entered into  licensing or joint  venture  agreements  with
established  industrial  companies,   such  as  General  Motors,  Canon,  Sanoh,
Matsushita Electric Industrial Co., Ltd., Toshiba  Corporation,  Hitachi,  Ltd.,
Hyundai Motor Co. Ltd. and others, for the manufacture and  commercialization of
products  incorporating the Company's technologies in its three core businesses:
Information  Technology,  Energy  Generation and Energy  Storage.  The Company's
future revenues are largely dependent on the ability of the Company's  licensees
and joint venture partners such as those indicated above to successfully
manufacture and market commercial products based on the Company's technologies.
 


                               19

<PAGE>



                    PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K.

        A. Exhibits

           Exhibit 27Financial Data Schedule (Edgar version)

        B. Reports on Form 8-K

           None

                                20

<PAGE>



                            SIGNATURES


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


                         Energy Conversion Devices, Inc.
                              (Registrant)



                          By: /s/ Kenneth A. Pullis
                              Kenneth A. Pullis
Date: May 14, 1997            Controller (Principal Accounting Officer)



                          By: /s/ Stephan W. Zumsteg
                              Stephan W. Zumsteg
Date: May 14, 1997            Treasurer



                          By: /s/ Stanford R. Ovshinsky
                              Stanford R. Ovshinsky
Date: May 14, 1997            President and Chief Executive Officer





                                21

<PAGE>