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                         (COMPANY LETTERHEAD)

                                          April 29, 2005

Mr. Jay Webb (Mail Stop 0306)
Reviewing Accountant
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549

Re:   Energy Conversion Devices, Inc.
      Form 10-K for fiscal year ended June 30, 2004
      Form 10-Q for the period ending December 31, 2004
      Your File No. 1-8403

Dear Mr. Webb:

      This letter is in response to your April 12, 2005 letter. The information
set forth below is numbered to correspond to the paragraphs of your letter.

FORM 10-K FOR THE PERIOD ENDING JUNE 30, 2004

Managements Discussion and Analysis - Page 27
---------------------------------------------

Results of Operations - Page 31
-------------------------------

1.  We note that the increase in royalties in 2004 compared to 2003 is
attributable to payments for optical memory royalties from a licensee who had
not previously made payments that covered amounts owed for a four-year period.
Are royalty revenues normally recognized on a cash basis? Please supplementally
address our concerns and explain in detail why four year's of royalty revenue
would only be recognized upon receipt of payment. In a related matter, are your
royalty (and other) revenue recognition accounting policies consistent with
those that existed at the time of our review of your June 30, 2000 Form 10-K? If
not, supplementally explain and support any material changes thereto.

    Response:
    In responding to the above comment, we will address three matters: (a) our
    royalty revenue recognition policy, (b) the recognition of royalties over a
    four-year period and (c) revenue recognition of advance royalties.

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Mr. Jay Webb
April 29, 2005
Page 2
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    a. Royalties are not recognized on a cash basis. Royalties are recognized
       upon the sale of the respective licensed products and when the earnings
       process is complete. The Company receives royalty reports from its
       licensees generally for a six-month period. The Company estimates its
       royalties for periods subsequent to the receipt of these royalty reports
       based on the most recent royalty report. When a licensee does not provide
       a timely royalty report, efforts are made to follow up with this licensee
       for a current royalty report. As stated on page 59 of the Company's Form
       10-K for the year ended June 30, 2004, "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."

    b. One of the licensees had been delinquent in providing these royalty
       reports and subsequently acknowledged it owed ECD royalties for an
       approximate four-year period. Upon receipt of that information, ECD
       accrued the revenues and subsequently received payment for these
       royalties.

    c. Our policy (as noted above) is consistent with the policy included in our
       Form 10-K/A (Amendment No. 1) for the year ended June 30, 2000. In the
       Company's Form 10-K for the year ended June 30, 2004 (page 31) we stated
       (emphasis added) that, "The Company also recognized in 2004 royalties of
       $464,000 related to nonrefundable advance royalty payments received by
       the Company in prior years associated with license agreements under which
                   --------------
       the licensees no longer have an obligation to make royalty payments."
       Some of our licensees, such as those from whom we recognized revenue in
       2004, pay us nonrefundable advance royalties at the time that the license
       is granted. We do not recognize as revenue the payment of nonrefundable
       advance royalties. The amount ($464,000) of royalties recognized in 2004
       represents payments received from two licensees in prior years pertaining
       to the underlying agreements which had expired as of June 30, 2004.

Liquidity and Capital Resources - Page 40
-----------------------------------------

2. Please expand your discussion in future filings to better explain cash flows
from operations. Discuss significant changes to the components of working
capital - i.e., individually significant changes in line items. For example, we
note that accounts

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Mr. Jay Webb
April 29, 2005
Page 3
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payable and accrued expenses decreased $5.5 million or 30% from the past year
while inventories increased. When you cite the significant changes in components
of working capital - for example, receivables, inventory, payables, and
accruals - please explain the reasons for the changes.

    Response:
    We will expand our discussion of liquidity and capital resources in future
    filings to include any significant changes to the components of working
    capital, together with an explanation of the reasons for the changes.

FINANCIAL STATEMENTS
--------------------

Statement of Cash Flows - Page 52
---------------------------------

3. Restricted cash (restricted by third parties) should generally not be
included in the beginning or ending balance of cash and cash equivalents as
discussed in SFAS 95, footnote 1 and the guidance at FRR 203. Please revise in
future filings or tell us why no changes are necessary.

    Response:
    We will revise in future filings our Statement of Cash Flows to exclude from
    the beginning or ending balance of cash and cash equivalents any restricted
    cash.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - PAGE 54
--------------------------------------------------------

Note G - Joint Ventures and Investments - Page 70
-------------------------------------------------

4. Please supplementally provide us with the significance test calculations
outlined at Rule 1-02(w)(3) of Regulation S-X for each of the joint venture
investments outlined in this Note for each of the three fiscal years included in
your 2004 Form 10-K. Tell us why you have or have not included Rule 3-09
financial statements or Rule 4-08(g) information for each joint venture
investment disclosed. We may have further comments after reviewing your
response.

    Response:
    Attached to this letter as Appendix A is our significant subsidiary test
    calculation as set forth in Rule 1-02(w)(3) of Regulation S-X for each of
    the joint venture investments outlined in Note G - Joint Ventures and
    Investments (page 70) - for each of the three years ended June 30, 2004.
    See Appendix A, page 1, for our summary of compliance with the

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Mr. Jay Webb
April 29, 2005
Page 4
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    requirements of Rule 3-09 financial statements or Rule 4-08(g)information
    for each joint venture disclosed.

5. Refer to your response letter dated May 23, 2001 to our comment letter dated
March 27, 2001 letter sent in connection with our review of your 2000 Form 10-K.
Specifically, confirm that you still apply the same accounting policies for your
joint ventures, including the matters outlined in comment 72 from that letter
that were discussed with and not objected to by the Staff at that time or
earlier. If not, supplementally explain and support any material changes to such
policies.

    Response:
    We confirm that the accounting policies noted in our letter dated May 23,
    2001 sent to you in connection with your review of our 2000 Form 10-K are
    still applied by us, including the matters outlined in comment 72 from that
    letter.

Item 9A Controls and Procedures - Page 93
-----------------------------------------

6. We note your statement that the chief executive officer and chief financial
officer have concluded that the company's disclosure controls and procedures are
effective "with the exception of the items listed below." Given the exceptions
noted, it remains unclear whether your chief executive officer and chief
financial officer have concluded that your disclosure controls and procedures
are effective. Please revise your disclosure to state, in clear and unqualified
language, the conclusions reached by your chief executive officer and your chief
financial officer on the effectiveness of your disclosure controls and
procedures. For example, if true, you can state that your disclosure controls
and procedures are effective including consideration of the identified matters,
so long as you provide appropriate disclosure explaining how the disclosure
controls and procedures were determined to be effective in light of the
identified matters. Or, if true, you can state that given the identified
matters, your disclosure controls and procedures are not effective. You should
not, however, state the conclusion in your current disclosure, which appears to
state that your disclosure controls and procedures are effective except to the
extent they are not effective.

    Response:
    We agree to revise in future filings the evaluations of the Company's chief
    executive officer and chief financial officer to include, in clear and
    unqualified language, conclusions and determinations as to the effectiveness
    or noneffectiveness, as appropriate, of the Company's disclosure controls
    and procedures. (See response to items 10 and 11 below for additional
    discussion.)

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Mr. Jay Webb
April 29, 2005
Page 5
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FORM 10-Q FOR THE PERIOD ENDING DECEMBER 31, 2004

Note B Financings - Page 12
---------------------------

7. We note that CTTV transferred its interest in Ovonic Hydrogen to you. Please
tell us and revise future filings to disclose how you accounted for and valued
this transaction. Also, tell us how the transaction impacts your accounting and
presentation requirements for Ovonic Hydrogen in your December 31, 2004 and
future financial statements. We may have further comments after reviewing your
response.

    Response:
    We will revise our future filings to disclose the fact that, upon the
    transfer by CTTV of its interest in Ovonic Hydrogen to ECD, Ovonic Hydrogen
    is 100% owned by ECD and is included in the Company's consolidated financial
    statements. ECD received CTTV's interest in Ovonic Hydrogen for no
    consideration and, in accordance with purchase accounting (SFAS 141), we
    wrote down the assets and liabilities of Ovonic Hydrogen to zero at December
    2, 2004.

8. We note that ECD received $4,675,000 from CTTV for payment of restructuring
fees and accounted for this as an extraordinary item (gain). Please tell us why
presentation of this gain as an extraordinary item complies with APB Opinion 30
(or other generally accepted accounting principles). What was the nature of the
restructuring fees? Did ECD provide restructuring services to CTTV or Ovonic
Hydrogen? Tell us the business purpose of this transaction in light of the fact
that CTTV transferred its interest in Ovonic Hydrogen in consideration of the
relieving CTTV of any continuing obligations to fund Ovonic Hydrogen. We may
have further comments after reviewing your response.

    Response:
    In accordance with generally accepted accounting principles (APB Opinion No.
    30, paragraph 11 and SFAS 141, paragraph 45), the excess ($2,266,000, net of
    tax) of monies received over the costs incurred or committed in this
    restructuring could not be accrued as a liability, and should be accounted
    for as an extraordinary gain. The $4,675,000 received from CTTV represented
    estimated costs to be incurred by ECD for the relocation of facilities,
    severance of personnel and other restructuring costs associated with CTTV's
    withdrawal from the Ovonic Hydrogen joint venture. There is no contingent
    consideration agreement. No restructuring services were provided to CTTV;
    however, ECD did pay $2,374,000 of the costs of the restructuring for Ovonic
    Hydrogen from

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Mr. Jay Webb
April 29, 2005
Page 6
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    the $4,675,000 received from CTTV. ECD was providing service to Ovonic
    Hydrogen under a service agreement. The agreements provided certain
    termination provisions. CTTV and ECD mutually agreed, in lieu of the
    termination provisions, that certain restructuring fees be paid to ECD
    to enable ECD to transition from the full funding by CTTV of the
    joint venture to ECD funding the joint venture.

9. We see that on December 2, 2004 you entered into a series of agreements with
CTTV and Cobasys to expand the scope of licenses granted to Cobasys at the time
of the formation of the joint venture in July 2001 and also see in consideration
of the expanded license, revised joint venture agreements and the grant to CTTV
of a subsidiary interest in our membership interest in Cobasys, ECD, through its
subsidiary Ovonic Battery, you received an option to purchase the 4,376,633
shares of your common stock currently owned by a subsidiary of ChevronTexaco.
Finally we see the transaction increased your revenues and decreased additional
paid-in capital in the quarter ended December 31, 2004 by $79,532,000. Please
supplementally support the accounting and presentation of this transaction via
discussion about and reference to the authoritative generally accepted
accounting principles relied upon when preparing these financial statements. We
may have further comments after reviewing your response.

    Response:
      The agreements provided that in consideration of expanded market rights
      granted to Cobasys by ECD and Ovonic Battery Company, Inc. (OBC) a
      consolidated subsidiary of ECD, CTTV granted OBC a transferable option,
      exercisable in whole or in part on or before November 1, 2005, to purchase
      the ECD common shares held by TRMI Holdings Inc. (TRMI), an affiliate of
      CTTV, at a bargain price of $4.55 per share. One of the transaction
      agreements to this transaction defines the tax accounting treatment agreed
      to by all parties. It states that for the option premium, OBC will
      transfer 50% of the contributed market rights to TRMI. TRMI will transfer
      these rights to CTTV. CTTV and OBC will each contribute their market
      rights to Cobasys.

      The market rights contributed to Cobasys eliminate a market restriction on
      their nickel metal hydride (NiMH) batteries and allows them access to the
      full line of market opportunities for prismatic batteries. As in the past,
      ECD/OBC will continue, as required under previous technology contribution
      obligations, to provide Cobasys with future NiMH developments.

      For valuing the option and contributed technology refer to APB Opinion No.
      29-Accounting for Nonmonetary Transactions.

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Mr. Jay Webb
April 29, 2005
Page 7
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      APB29 (emphasis added) states:

      "18. The Board concludes that in general accounting for nonmonetary
      transactions should be based on the fair values of the assets (or
      services) involved which is the same basis as that used in monetary
      transactions. Thus, the cost of a nonmonetary asset acquired in exchange
      for another nonmonetary asset is the fair value of the asset surrendered
      to obtain it, and a gain or loss should be recognized on the exchange. The
      fair value of the asset received should be used to measure the cost if it
      is more clearly evident than the fair value of the asset surrendered.
      Similarly, a nonmonetary asset received in a nonreciprocal transfer should
      be recorded at the fair value of the asset received.  A TRANSFER OF A
      NONMONETARY ASSET TO A STOCKHOLDER OR TO ANOTHER ENTITY IN A NONRECIPROCAL
      TRANSFER SHOULD BE RECORDED AT THE FAIR VALUE OF THE ASSET TRANSFERRED,
      AND A GAIN OR LOSS SHOULD BE RECOGNIZED ON THE DISPOSITION OF THE ASSET.
      The fair value of an entity's own stock reac