CERTIFICATE OF AMENDMENT
                                OF
               RESTATED CERTIFICATE OF INCORPORATION
                                OF
                  ENERGY CONVERSION DEVICES, INC.

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

              Pursuant to Section 242 of the General
             Corporation Law of the State of Delaware
        --------------------------------------------------


           ENERGY CONVERSION DEVICES, INC., a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:

           FIRST: Article FOURTH of the Restated Certificate of Incorporation of
the Corporation is hereby amended in its entirety to read as follows:

           FOURTH:  The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 20,930,000 shares, of which 500,000
shares  shall be Class A Common  Stock  of a par  value of one cent  ($.01)  per
share,  430,000  shares shall be Class B Common Stock of a par value of one cent
($.01) per share, and 20,000,000  shares shall be Common Stock of a par value of
one cent  ($.01) per  share.  The powers  and  rights,  and the  qualifications,
limitations and restrictions,  of said classes of stock of the Corporation shall
be as follows:

SECTION 1 - Provisions Applicable to All Classes of Stock

           1.1 - General. The Class A Common Stock, the Class B Common Stock and
the  Common  Stock  shall be of equal  rank and shall  have the same  powers and
rights  (including  rights upon the  dissolution of the  Corporation)  except as
otherwise expressly provided herein.

           1.2 -  Dividends  and Other  Distributions,  Subscription  Rights and
Split-Ups and  Combinations  of Shares.  Whenever  dividends are declared or any
other  distribution of the assets of the  Corporation is made,  whether in cash,
property or shares of stock of the Corporation, and whenever any distribution is
made to stockholders of rights to subscribe to additional shares of stock of the
Corporation,  the  holders of Class A Common  Stock,  the holders of the Class B
Common Stock and the holders of Common Stock shall be entitled to share equally,
share for share,  in such dividends or other  distributions;  except that in the
case of dividends payable in shares of stock of the Corporation,  or in the case
of rights to subscribe  to such shares,  the holders of Class A Common Stock and
the holders of Class B Common Stock shall receive  their  dividends in, or shall
have rights to subscribe to, shares of Common Stock.  Whenever the shares of any
class are  split up or  combined,  the  shares  of the  other  classes  shall be
proportionately split up or combined.


                                     -1-

<PAGE>



           1.3 -  Additional  Issuances  of Stock.  The  Corporation  shall not,
except with the affirmative vote of the holders of a majority of the outstanding
shares of Common  Stock,  Class A Common  Stock and Class B Common  Stock,  each
voting separately as a class,  authorize any additional shares of Class A Common
Stock, Class B Common Stock or Common Stock, except to satisfy the provisions of
Section 1.2 above.

SECTION 2 - Voting Rights

           2.1 - Conversion  Date. As used herein,  the term  "Conversion Date "
shall mean the first date as of which all  outstanding  shares of Class A Common
Stock have been  converted  into shares of Common Stock and no shares of Class A
Common Stock are issued and outstanding.

           2.2 -  Voting  Rights.  Except  as  herein  provided,  prior  to  the
Conversion Date, upon all matters requiring the vote of stockholders,  including
the  election  and removal of directors  with or without  cause,  the holders of
Class A Common Stock shall be entitled to twenty-five  votes per share,  and the
holders of Class B Common  Stock and Common  Stock shall be entitled to one vote
per share.  Except as herein provided,  from and after the Conversion Date, upon
all matters  requiring  the vote of  stockholders,  including  the  election and
removal of directors with or without cause,  the holders of Class B Common Stock
shall be  entitled  to  twenty-five  votes per share,  and the holders of Common
Stock shall be entitled to one vote per share.  Except as otherwise  provided by
law, or by this Certificate of Incorporation,  the votes of the holders of Class
A Common  Stock,  the  holders  of Class B Common  Stock and the  holders of the
Common  Stock  shall be counted and totaled  together  without  regard to class.
Prior to the Conversion  Date,  the holders of the Class A Common Stock,  as one
class, and the holders of the Class B Common Stock and Common Stock, together as
a second class, shall be entitled to vote as two separate classes on all matters
involving or relating to the merger,  consolidation,  liquidation,  dissolution,
sale of all, or  substantially  all, of the assets of the  Corporation,  or such
other  matters as may come  within the  meaning of Section  242 of the  Delaware
General  Corporation  law  requiring  votes  by  classes.  From  and  after  the
Conversion  Date,  the holders of Class B Common  Stock,  as one class,  and the
holders of Common  Stock,  as a second  class,  shall be entitled to vote as two
separate   classes  on  all  matters   involving  or  relating  to  the  merger,
consolidation,  liquidation,  dissolution, sale of all, or substantially all, of
the  assets of the  Corporation,  or such other  matters as may come  within the
meaning of Section 242 of the Delaware  General  Corporation law requiring votes
by classes.

SECTION 3 - Conversion

           3.1 - Conversion  into Common Stock at Option of Holders.  Any holder
of shares of Class A Common Stock or Class B Common Stock may convert any or all
of such  shares  held by him into the same  number of shares of Common  Stock by
surrendering to the  Corporation,  or to any duly authorized  transfer agent for
the Corporation,  a certificate  representing the shares of Class A Common Stock
or Class B Common Stock to be converted together with a written statement signed
by such holder  stating  that the shares are to be so  converted.  Any shares of
Class A Common Stock or

                                     -2-

<PAGE>



Class B Common Stock so surrendered for conversion  shall thereupon be deemed to
have been  converted  into an equal  number of shares of Common  Stock,  and the
Corporation or such transfer agent shall promptly  thereafter  issue and deliver
to the  holder  of the  shares  surrendered  for  conversion  a  certificate  or
certificates  representing  the  shares  of  Common  Stock  issuable  upon  such
conversion.

           3.2 - Mandatory  Conversion into Common Stock. All outstanding shares
of Class A Common  Stock and Class B Common  Stock  shall be deemed to have been
converted  into an equal number of shares of Common Stock on September 30, 2005.
From and after the time of such  conversion,  the  special  rights and powers of
Class A Common Stock and Class B Common Stock shall terminate  regardless of the
fact that  certificates  purporting to represent Class A Common Stock or Class B
Common Stock may continue to be outstanding.  The Corporation  shall be entitled
to demand surrender of certificates purporting to represent Class A Common Stock
or Class B Common Stock which have been  converted  into Common Stock under this
Section 3.2 and to withhold  dividends and other  distributions on the shares so
converted  until the  surrender  of such  certificates.  Upon  surrender of such
certificates  representing  shares  of  Class A  Common  Stock or Class B Common
Stock,  the  Corporation   shall  issue  to  the  holder  thereof   certificates
representing an equal number of shares of Common Stock.

           3.3 - Stock Converted Not to be Reissued.  No share of Class A Common
Stock or Class B Common Stock  converted  pursuant to Section 3.1 or Section 3.2
hereof shall be reissued.

           The effect of the foregoing amendment is to change the dated on which
the shares of Class A Common Stock of the Corporation are deemed to be converted
into Common Stock from September 14, 1999 to September 30, 2005 and to authorize
430,000  shares of a new Class B Common  Stock.  Such changes shall be automatic
and no action on the part of the holders of Class A Common Stock or Common Stock
shall be necessary to effect such changes.

           SECOND:  The amendment to the Restated  Certificate of  Incorporation
effected  hereby has been proposed by the Board of Directors of the  Corporation
and adopted by a majority vote of the  stockholders  of the  Corporation  in the
manner prescribed by Section 242 of the General  Corporation Law of the State of
Delaware.

                                     -3-

<PAGE>


           IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its Chief Executive Officer as of this 25 day of March, 1999.

                                    ENERGY CONVERSION DEVICES, INC.



                                    By: /s/ Stanford R. Ovshinsky
                                       ----------------------------
                                    Its: Chief Executive Officer