FORM 4UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 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*
Guha Subhendu

(Last)(First)(Middle)
2956 WATERVIEW DRIVE

(Street)
ROCHESTER HILLSMI48309

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock 08/26/2008 A(1)  1,760 A$ 0 6,760 D  

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 Security3. 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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 76.74 08/26/2008 A  2,860   (2)08/26/2018 Common Stock 2,860 $ 0 2,860 D  
Explanation of Responses:
1. Consists of restricted stock units granted for FY 2008 under the Company's 2006 Stock Incentive Plan. These restricted stock units settle on a one-for-one basis in shares of Company common stock and vest on August 26, 2011, subject to early vesting in accordance with the terms of the Stock Incentive Plan or the Executive Severance Plan, as applicable.
2. Consists of options granted for FY 2008 under the Company's 2006 Stock Incentive Plan. The options vest over four years with 25% vesting one year after grant and 25% each year thereafter, subject to early vesting in accordance with the terms of the Stock Incentive Plan or the Executive Severance Plan, as applicable.
By: Ghazaleh Koefod For: Subhendu Guha09/03/2008
** Signature of Reporting PersonDate
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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                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that Subhendu Guha whose signature
appears below constitutes and appoints Jay B. Knoll and Ghazaleh Koefod, and
each of them, as his or her lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any Form 3, Forms 4
and Forms 5 and all amendments thereto and to file the same and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto such attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorney-in-fact and
agent, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.



Date: August 27, 2007                       By: /s/ Subhendu Guha
      ---------------------------              -----------------------------
                                                       Signature





 
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