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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                   FORM 10-K/A
                                 Amendment No. 1

[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

For the fiscal year ended                            June 30, 2004
                          -----------------------------------------------------

                                       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.
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             (Exact Name of Registrant as Specified in its Charter)


                 Delaware                               38-1749884
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      (State or Other Jurisdiction                   (I.R.S. Employer
    of Incorporation or Organization)             Identification Number)


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


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

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, $.01 par value per share
                     --------------------------------------
                                (Title of Class)


      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
                                 ---                 ---

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x].

      Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).

                             Yes  X               No
                                 ---                 ---

      The aggregate market value of the voting and non-voting common equity held
by non-affiliates (based upon the closing price of such voting and non-voting
common equity on the NASDAQ National Market System on December 31, 2003, the
last business day of the registrant's most recently completed second fiscal
quarter) was approximately $215 million.

      As of September 3, 2004, there were 219,913 shares of ECD's Class A Common
Stock, 430,000 shares of ECD's Class B Common Stock and 24,523,001 shares of
ECD's Common Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None
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                                   page 1 of 5

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                                EXPLANATORY NOTE

     Energy Conversion Devices, Inc. (ECD) is filing this Amendment No. 1 to our
Annual Report on Form 10-K for the fiscal year ended June 30, 2004, as filed
with the U.S. Securities and Exchange Commission on September 13, 2004
(Amendment No. 1), to amend and restate the information provided under Item 9A.
of Part II, "Controls and Procedures." This Amendment No. 1 responds to comments
of the Staff of the Securities and Exchange Commission in connection with its
review of our Annual Report on Form 10-K for the fiscal year ended June 30,
2004.

      This Amendment No. 1 does not affect the original financial statements or
footnotes as originally filed. This Amendment No. 1 does not reflect events that
have occurred after the original filing of the Annual Report on Form 10-K filed
on September 13, 2004 and does not modify or update the disclosures in the
Annual Report on Form 10-K as filed in any way except with regard to the
specific modifications described in this Explanatory Note.

      Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a
result of this Amendment No. 1, the certifications pursuant to Section 302 and
Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished,
respectively, as exhibits to the original filing, have been re-executed and
refiled as of the date of this Amendment No. 1 and are included as Exhibits
31.3, 31.4 and 32.1 hereto. Therefore, Part IV, Item 15. of the original filing
has been amended to reflect the new certifications described above.

      This Amendment No. 1 should be read in conjunction with the original
filing of our Annual Report on Form 10-K and our other filings made with the
Securities and Exchange Commission subsequent to the filing of the original
Annual Report on Form 10-K.

                                     PART II

Item 9A.   Controls and Procedures
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      As of June 30, 2004, an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) was carried
out under the supervision, and with the participation, of the Company's
management, including our Chief Executive Officer and Chief Financial Officer.
Based upon that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that the design and operation of these disclosure controls and
procedures were not effective for gathering, analyzing and disclosing
information required to be disclosed in connection with the Company's filing of
its Annual Report on Form 10-K for the year ended June 30, 2004 due to the
material weaknesses identified below.

      In September 2004, Grant Thornton (GT) reported to the Company's Audit
Committee and management that it had identified during the course of its audit
for the year ended June 30, 2004 the following four significant deficiencies
pursuant to standards established by the Public Company Accounting Oversight
Board:

           1.  The Company has insufficient documentation of its policies and
               procedures around internal controls to ensure that the execution
               of activities and controls are consistent with management
               objectives.


                                       2

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           2.  The Company does not currently have monitoring controls in place
               to determine whether controls that have been implemented by
               management specifically in the financial reporting function are
               actually operating consistently with management's objectives.

           3.  The Company has areas where employees are performing processes
               or controls that are incompatible with their function.
               Segregation of duties issues were identified in the Accounts
               Receivable, Accounts Payable, Financial Reporting, Payroll, and
               Treasury functions.

           4.  The Company has certain weaknesses in the security of data within
               the Company's information systems. These include issues regarding
               security event logs and activity reports, assignment of
               administrator rights, segregation of duties, and access to data
               and applications.

      GT has indicated that each of the above significant deficiencies
constitutes a material weakness in our internal controls pursuant to standards
established by the Public Company Accounting Oversight Board. As part of the
Company's effort to ensure compliance with provisions of Sarbanes-Oxley Section
404, the Company will create a plan and dedicate the required resources to
address and remediate these material weaknesses prior to our attestation of
control effectiveness as of June 30, 2005.  Since the date of the evaluation,
there have been no significant changes to the Company's disclosure controls and
procedures or significant changes in other factors that could affect the
Company's disclosure controls and procedures.

      In Item 9A, Controls and Procedures of the Company's Form 10-K for the
year ended June 30, 2003, the following two matters were identified as
reportable conditions pursuant to the standards established by the American
Institute of Certified Public Accountants:

           1.  Policies and procedures regarding employee conduct and acceptable
               business practices, including expense reporting and personal use
               of the Company assets, were not well-documented and did not
               adequately communicate the Company's expectations regarding
               these matters.

           2.  The Company was not able to meet the filing deadline for the
               June 30, 2003 Form 10-K because it lacked the resources to
               address the financial reporting related to significant and
               complex business transactions entered into in fiscal year 2003.

      The Company has taken the following actions to address and correct these
conditions:

            The Board of Directors, the Audit Committee and management
      established the Sarbanes-Oxley Section 404 Internal Control Committee
      comprised of the Chief Executive Officer, the Chief Financial Officer and
      the Chief Operating Officer. This Committee is responsible for assessing
      the current internal controls, developing improvements to internal
      controls and testing internal controls, all leading to management's
      assessment of internal control effectiveness and the Company's
      independent public accountants' report on management's attestation of
      control effectiveness by June 30, 2005 in accordance with Section 404 of
      the Sarbanes-Oxley Act of 2002.


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            With respect to the matters identified as reportable conditions for
      the fiscal year ended June 30, 2003, the Committee has accomplished the
      following:

           o  Named the Director of Corporate Risk Management and Internal Audit
              as the Section 404 project manager. He has developed a project
              plan and retained outside professional advisors to assist in the
              evaluation of existing internal controls and procedures and
              provide recommendations for improvement.

           o  Developed and published the Company's Code of Conduct and Business
              Ethics.

           o  Established a confidential and anonymous reporting process for the
              receipt of concerns regarding questionable accounting, auditing or
              other business matters from employees or other Company
              stakeholders.

           o  Instituted certain policies and process changes to enhance the
              Company's monitoring and expectations regarding expense reporting
              and personal use of the Company's assets.

      The Company has completed its evaluation of resources to address its
financial reporting and believes its resources are sufficient and will provide
the time necessary to prepare, and provide for reviews by management, the Audit
Committee and the Board of Directors, and file periodic reports within the time
periods specified in the SEC's rules and regulations.


                                     PART IV

Item 15.  Exhibits and Financial Statement Schedules
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A list of exhibits filed:

      31.3  Certificate of Chief Executive  Officer pursuant to Section
            302 of the Sarbanes-Oxley Act of 2002

      31.4  Certificate of Chief Financial Officer pursuant to Section
            302 of the Sarbanes-Oxley Act of 2002

      32.1  Certifications of Chief Executive Officer and Chief
            Financial Officer pursuant to 18 U.S.C. Section 1350, as
            adopted pursuant to Section 906 of the Sarbanes-Oxley Act
            of 2002


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<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) 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.



May 24, 2005                      By: /s/ Robert C. Stempel
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                                      Robert C. Stempel
                                      Chairman and Chief Executive Officer