Item 3.03. Material Modification to Rights of Security Holders.

Energy Conversion Devices, Inc. (the "Company") distributed a dividend of one common stock purchase right (each, a "Right") for each outstanding share of the Company's common stock held of record as of the close of business on October 15, 2009. The dividend was declared by the Company's Board of Directors on September 30, 2009 and distributed in accordance with the Tax Benefits Preservation Plan, dated as of October 5, 2009 (the "Rights Plan"), between the Company and Computershare Trust Company, N.A., as rights agent.

A description of the Rights and the Rights Plan is included in Item 1.01 of the Company's Form 8-K filed with the Securities and Exchange Commission on October 5, 2009, and is incorporated herein by reference in its entirety.