SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

OVSHINSKY STANFORD R

(Last)

(First)

(Middle)

2956 WATERVEIW DRIVE

(Street)

ROCHESTER HILLS

48309

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ENERGY CONVERSION DEVICES INC [ ENER ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
03/07/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/08/2006

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/07/2006		M		135,542	A	$7	301,202	D
Common Stock	03/07/2006		S		135,542	D	$46.55	165,660	D
Common Stock	03/07/2006		M		669	A	$9.25	166,329	D
Common Stock	03/07/2006		S		669	D	$46.55	165,660	D
Common Stock	03/07/2006		M		578	A	$5.688	166,238	D
Common Stock	03/07/2006		S		578	D	$46.55	165,660	D
Common Stock	03/07/2006		M		5	A	$7.25	165,665	D
Common Stock	03/07/2006		S		5	D	$46.55	165,660	D
Common Stock	03/07/2006		M		80,943	A	$7	154,053	I	By Spouse
Common Stock	03/07/2006		S		80,943	D	$46.55	73,110	I	By Spouse
Common Stock	03/07/2006		M		446	A	$9.25	73,556	I	By Spouse
Common Stock	03/07/2006		S		446	D	$46.55	73,110	I	By Spouse
Common Stock	03/07/2006		M		386	A	$5.688	73,496	I	By Spouse
Common Stock	03/07/2006		S		386	D	$46.55	73,110	I	By Spouse
Common Stock	03/07/2006		M		3	A	$7.25	73,113	I	By Spouse
Common Stock	03/07/2006		S		3	D	$46.55	73,110	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (Right to buy)	$7	03/07/2006		M			135,542	⁽¹⁾	⁽²⁾	Common Stock	135,542	$7	0	D
Non-Qualified Stock Option (Right to buy)	$9.25	03/07/2006		M			669	⁽¹⁾	⁽²⁾	Common Stock	669	$9.25	0	D
Non-Qualified Stock Option (Right to buy)	$5.688	03/07/2006		M			578	⁽¹⁾	⁽²⁾	Common Stock	578	$5.688	0	D
Non-Qualified Stock Option (Right to buy)	$7.25	03/07/2006		M			5	⁽¹⁾	⁽²⁾	Common Stock	5	$7.25	0	D
Non-Qualified Stock Option (Right to buy)	$0.00⁽³⁾							⁽¹⁾	⁽²⁾	Common Stock	391,294		391,294	D
Non-Qualified Stock Option (Right to buy)	$22.625							03/14/2002⁽⁴⁾	03/14/2011	Common Stock	100,000		100,000	D
Non-Qualified Stock Option (Right to buy)	$10.4							11/08/2003⁽⁴⁾	11/08/2012	Common Stock	40,000		40,000	D
Non-Qualified Stock Option (Right to buy)	$22.18							06/24/2006⁽⁴⁾	06/24/2015	Common Stock	100,000		100,000	D
Non-Qualified Stock Option (Right to buy)	$7	03/07/2006		M			80,943	⁽¹⁾	⁽²⁾	Common Stock	80,943	$7	0	I	By Spouse
Non-Qualified Stock Option (Right to buy)	$9.25	03/07/2006		M			446	⁽¹⁾	⁽²⁾	Common Stock	446	$9.25	0	I	By Spouse
Non-Qualified Stock Option (Right to buy)	$5.688	03/07/2006		M			386	⁽¹⁾	⁽²⁾	Common Stock	386	$5.688	0	I	By Spouse
Non-Qualified Stock Option (Right to buy)	$7.25	03/07/2006		M			3	⁽¹⁾	⁽²⁾	Common Stock	3	$7.25	0	I	By Spouse
Non-Qualified Stock Option (Right to buy)	$0.00⁽³⁾							⁽¹⁾	⁽²⁾	Common Stock	260,865		260,865	I	By Spouse
Non-Qualified Stock Option (Right to buy)	$22.625							03/14/2002⁽⁴⁾	03/14/2011	Common Stock	70,000		70,000	I	By Spouse
Non-Qualified Stock Option (Right to buy)	$10.4							11/08/2003⁽⁴⁾	11/08/2012	Common Stock	25,000		25,000	I	By Spouse
Non-Qualified Stock Option (Right to buy)	$22.18							06/24/2006⁽⁴⁾	06/24/2015	Common Stock	65,000		65,000	I	By Spouse

Explanation of Responses:

1. Option fully exercisable

2. 12 months after termination of employment other than voluntary termination.

3. With exercise prices ranging from 9.310 - 37.188.

4. Option becomes fully exercisable as to 40% of the underlying shares one year after the date of grant and as to 20% of the underlying shares after each of the second, third, and fourth years of grant.

	/s/ Stanford R. Ovshinsky	03/09/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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