- Amended tender offer statement by Issuer (SC TO-I/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 2 to

SCHEDULE TO-I

(Rule 13e-4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

ENERGY CONVERSION DEVICES, INC.

(Name of Subject Company (Issuer))

ENERGY CONVERSION DEVICES, INC.

(Names of Filing Person (Offeror))

Restricted Stock Units

Convertible into Common Stock, $0.01 Par Value per Share

(Title of Class of Securities)

292659109

(CUSIP Number of Class of Securities)

(Underlying Class)

Jay Knoll

Energy Conversion Devices, Inc.

2956 Waterview Drive

Rochester Hills, MI 48309-3484

(248) 293-0440

Copy to:

W. Andrew Jack

Covington & Burling LLP

1201 Pennsylvania Avenue

Washington, DC 20004-2401

(202) 662-5232

(Name, address and telephone number of person authorized to

receive notices and communications on behalf of filing persons)

CALCULATION OF FILING FEE

Transaction Valuation*			Amount of Filing Fee**
$	1,181,483.16		$	65.93

* Calculated solely for purposes of determining the filing fee. This amount assumes that RSUs convertible into 97,724 shares of common stock of Energy Conversion Devices, Inc. at $12.09 per share, the average of the high and low sales prices for October 13, 2009, as reported on the NASDAQ Global Select Market, will be issued in exchange for currently outstanding RSUs pursuant to this offer.

** Previously paid. The amount of the filing fee, calculated in accordance with Rule 0-11(b)(2) of the Securities Exchange Act of 1934, as amended, equals $55.80 per million dollars of the value of the transaction.

o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form or Registration No.:

Filing Party:

Date Filed:

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o	third-party tender offer subject to Rule 14d-1.

x	issuer tender-offer subject to Rule 13e-4.

o	going private transaction subject to Rule 13e-3.

o	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

SCHEDULE TO

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO (“Schedule TO”) filed with the Securities and Exchange Commission on October 14, 2009, relating to an offer by Energy Conversion Devices, Inc. (the “Company”) to its employees, subject to specified conditions, to exchange certain Restricted Stock Units subject to the achievement of performance goals for fiscal 2012 (the “2012 RSUs") and granted to employees of the Company under the 2006 Stock Incentive Plan (the "plan"), convertible into shares of the Company's common stock, $0.01 par value (the "Common Stock").

This Amendment is being filed to reflect the fact that the Company has prepared a supplement (the “ Supplement ”) to the Offer to Exchange, dated November 4, 2009. The full text of the Supplement is filed herewith as Exhibit (a)(1)(iii).

The Schedule TO is amended by the information contained in this Amendment No. 2. Only those items amended are reported herein. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule TO. The information in the Offer to Exchange and the Letter of Transmittal is incorporated by reference herein.

ITEM 4. TERMS OF THE TRANSACTION

(a) Material Terms . The information set forth in Item 4 of the Schedule TO is hereby amended and supplemented by the information set forth in the Supplement under “Extension of Offer; Termination; Amendment,” which is incorporated herein by reference.

ITEM 10. FINANCIAL STATEMENTS.

(c) Summary Information . The information set forth in Item 10 of the Schedule TO is hereby amended and supplemented by the information set forth in the Supplement under “Summary Historical Consolidated Financial Data,” which is incorporated herein by reference.

ITEM 12. EXHIBITS

(a)(1)	Offer to Exchange dated October 14, 2009.*

(a)(1)(i)	Supplement to Offer to Exchange, dated November 4, 2009, filed herewith

(a)(2)	Form of Election Concerning Exchange of Restricted Stock Units. *

(a)(3)	Form of Letter to Energy Conversion Devices, Inc. Restricted Stock Unit Holders. *

(a)(4)	Form of Letter to Tendering Restricted Stock Unit Holders. *

(a)(5)	Energy Conversion Devices, Inc. Annual Report on Form 10-K for the year ended June 30, 2009, filed with the Securities and Exchange Commission and incorporated herein by reference. *

(a)(6)	Employee Presentation Materials*

(b)	Not applicable. *

(d)	Energy Conversion Devices, Inc. 2006 Stock Incentive Plan, as amended, filed as Exhibit A to the Company’s Proxy Statement dated October 13, 2006 and Amendment 1 to the 2006 Stock Incentive Plan, filed with the SEC on Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference. *

*	Previously filed.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 4, 2009

	Energy Conversion Devices, Inc.

	By: /s/ Jay B. Knoll
	Jay B. Knoll
	Executive Vice President, General Counsel
	and Chief Administrative Officer

Exhibit (a)(1)(i)

Supplement to Energy Conversion Devices, Inc.

Offer to Exchange dated October 14, 2009

Supplement Date: November 4, 2009

Energy Conversion Devices, Inc. (“ECD”) hereby amends and supplements its offer to exchange outstanding RSUs that were subject to the achievement of performance goals based on nameplate capacity expansion goals to be achieved by the end of fiscal 2012, along with associated gross margin goals (the “2012 RSUs”), for an equal number of RSUs (the “new RSUs”) upon the terms and conditions set forth in the Offer to Exchange dated October 14, 2009 (as amended and supplemented from time to time, the “Offer to Exchange”).

The Offer to Exchange is hereby revised as follows:

Summary Historical Consolidated Financial Data

The Offer to Exchange is hereby amended and supplemented by inserting the following disclosure in the section entitled “About Energy Conversion Devices”:

Summary Historical Consolidated Financial Data . The following table sets forth summary historical consolidated financial data for the Company as of and for the years ended June 30, 2009 and 2008 which, in the opinion of our management, have been prepared on the same basis as our audited consolidated financial statements and reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our results of operations and financial position for such periods. Historical results are not necessarily indicative of future performance. The data should be read in conjunction with our consolidated financial statements and related notes incorporated by reference in this Offer to Exchange.

	Year Ended June 30,
	2009		2008
	(in thousands, except per share data)

Total revenue	$	316,293	$	255,861
Total expenses		295,607		259,922
Operating income (loss)		20,686		(4,061	)
Net income		12,456		3,853

Earnings per share		0.29		0.10
Diluted earnings per share		0.29		0.09

Book value per share		15.66		15.96
Basic weighted shares outstanding		42,277		40,231
Diluted shares outstanding		42,711		41,138
Ratio of earnings to fixed charges		1.67		1.55

	June 30,
	2009		2008
	(in thousands)

Current assets	$	450,106	$	590,012
Noncurrent assets		619,072		451,955
Current liabilities		59,687		52,103
Noncurrent liabilities		347,363		347,952

Extension of Offer; Termination; Amendment

The Offer to Exchange is hereby amended and supplemented by inserting the following disclosure in the section entitled “Extension of Offer; Termination; Amendment.”

We may amend the offer at any time by publicly announcing the amendment. If we extend the length of time during which the offer is open, the amendment must be issued no later than 9:00 a.m. Eastern Time on the business day following the previously scheduled expiration date. Any public announcement relating to the offer will be made promptly in writing and in a manner reasonably designed to inform RSU holders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise publicly communicate any such dissemination.