<TABLE>
<CAPTION>

As filed with the Securities and Exchange Commission on March 15, 2002        Registration No. 333-

---------------------------------------------------------------------------------------------------------

                                   SECURITIES AND EXCHANGE COMMISSION
                                         Washington, D.C. 20549
                                                --------

                                                FORM S-8
                                         REGISTRATION STATEMENT
                                                 UNDER
                                       THE SECURITIES ACT OF 1933
                                                --------

                                     ENERGY CONVERSION DEVICES, INC.
                          (Exact name of registrant as specified in its charter)

<S>  <C>                                                        <C>

                 Delaware                                          38-1749884
     (State or other jurisdiction of                            (I.R.S. Employer
      incorporation or organization)                             Identification No.)

</TABLE>

             2956 Waterview
       Rochester Hills, Michigan                                      48309
  (Address of principal executive offices)                          (Zip code)



                                    ENERGY CONVERSION DEVICES, INC.
                                  2000 NON-QUALIFIED STOCK OPTION PLAN
                                        (Full title of the Plan)
                                                --------

                                        Roger John Lesinski, Esq.
                                             General Counsel
                                     Energy Conversion Devices, Inc.
                                             2956 Waterview
                                        Rochester Hills, MI 48309
                                 (Name and address of agent for service)
<TABLE>
<CAPTION>

                                             (248) 293-0440
                      (Telephone number, including area code, of agent for service)


                                     CALCULATION OF REGISTRATION FEE

      =============================================================================================
       Title of Securities   Amount to be    Proposed Maximum     Proposed Maximum     Amount of
        to be Registered      Registered    Offering Price Per   Aggregate Offering   Registration
                                                 Share(*)              Price              Fee
<S>    <C>                   <C>            <C>                  <C>                  <C>
      ---------------------------------------------------------------------------------------------
        Common Stock          3,000,000     $19.73               $59,190,000.00       $5,446.00
      ---------------------------------------------------------------------------------------------
       *  Estimated solely for the purpose of calculating the registration fee
          in accordance with Rule 457 and is based upon the closing sale price
          for the registrant's Common Stock as reported by the Nasdaq Stock
          Market, Inc. as of March 12, 2002.
      =============================================================================================

---------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>
                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.    Incorporation of Documents by Reference
-------    ---------------------------------------

           The following documents filed by energy Conversion Devices, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference.

           1.  Annual Report on Form 10-K of the Company for the fiscal year
               ended June 30, 2001;

           2.  Quarterly Report on Form 10-Q of the Company for the fiscal
               quarters ended  September 30, 2001 and December 31, 2001;

           3.  Description of the common Stock of the Company included in the
               Company's Registration Statement on Form 8-A, as filed with the
               Commission on November 27, 1968, including any amendments or
               reports filed for the purpose of updating such description.

        All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated
in this Registration Statement by reference and to be a part hereof from the
date of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.


                                       1

<PAGE>


Item 6.    Indemnification of Directors and Officers
-------    -----------------------------------------

        Subsection (a) of Section 145 of the Delaware General Corporation Law
(the "DGCL") empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the person's conduct was unlawful.

        Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if such person
acted in accordance with the above standards, except that no indemnification may
be made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which the action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses which the Court of
Chancery or such other court shall deem proper.

        Section 145 of the DGCL further provides that, to the extent that a
director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in the defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith; and that indemnification provided by, or granted pursuant to, Section
145 shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled. Section 145 further empowers the corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liabilities under Section 145 of the DGCL.




                                       2

<PAGE>

        Section 102(b)(7) of the DGCL permits a corporation's certificate of
incorporation to contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director; provided that such provision
shall not eliminate or limit the liability of a director for (i) any breach of
the director's duty of loyalty to the corporation or its stockholders; (ii) acts
or omissions not in good faith or which involved intentional misconduct or a
knowing violation of the law; (iii) willful or negligent unlawful payment of a
dividend or stock purchase or redemption; or (iv) any transaction from which the
director derived an improper personal benefit. The Certificate of Incorporation
of the Company eliminates the ability to recover monetary damages against
directors of the Company for breach of fiduciary duty to the fullest extent
permitted by the DGCL.

        The foregoing is only a general summary of certain aspects of Delaware
law dealing with indemnification of directors and officers and does not purport
to be complete. It is qualified in its entirety by reference to the relevant
statutes which contain detailed specific provisions regarding the circumstances
under which and the persons for whose benefit indemnification shall or may be
made. In addition, from time to time provisions providing for indemnification of
the Company and its directors and officers by underwriters or agents against
certain liabilities, including certain liabilities under the Securities Act of
1933, as amended (the "Securities Act") have been contained in agreements
relating to other securities of the Company.

           In addition to the foregoing statutory provisions, the Company is
empowered to indemnify its directors and officers in the circumstances herein
provided.

           Our Certificate of Incorporation provides that we will indemnify our
current and former directors and officers (and their heirs, executors and
administrators) against expenses reasonably incurred or imposed upon them in
connection with or arising out of any action, suit or proceeding in which they
may be involved, or to which they may be made a party by reason of being or
having been a director or officer of the Company or, at the Company's request,
any other corporation of which the Company is a stockholder or creditor and from
which they are not entitled to be indemnified, except in respect of matters as
to which they are finally adjudged in such action, suit or proceeding to be
liable for negligence or misconduct. In the event of the settlement of any such
action, suit or proceeding, the Company is obligated to provide indemnification
only in connection with such matters covered by the settlement as to which the
Company is advised by counsel that the person to be indemnified did not commit a
breach of duty.

           Our Bylaws provide the we will indemnify each person who is or was a
director or officer of the Company, or is or was serving as a director or
officer of another corporation or as a trustee or officer of an association or
trust of which we own stock or shares or of which we are a creditor, against all
liabilities and expenses at any time imposed upon or reasonably incurred by
such person in connection with, arising out of or resulting from any action,
suit or proceeding in which such person


                                       3


<PAGE>

may be involved or with which such person may be threatened, by reason of his
then serving or theretofore having served as such director, trustee or officer,
or by reason of any alleged act or omission by him in any such capacity, whether
or not he is serving as such director, trustee or officer at the time any or
all of such liabilities or expenses are imposed upon or incurred by him.
The matters covered by the foregoing indemnity include amounts paid by any such
person in compromise or settlement, if such compromise or settlement is
approved as in the best interests of the Company by vote of a majority of
disinterested directors then in office or by vote of a majority of the shares
of stock held by disinterested stockholders entitled to vote at a meeting called
for such purpose. The foregoing indemnity excludes liabilities or expenses
incurred in connection with any matters as to which the person seeking
indemnification is finally adjudged in such action, suit or proceeding to be
liable by reason of negligence or misconduct in the performance of his duties
as such director, trustee or officer.

           Pursuant to such Bylaws and as authorized by statute, the Company may
also maintain, and does maintain, insurance on behalf of its directors and
officers against liability asserted against such persons in such capacity
whether or not such directors or officers have the right to indemnification
pursuant to the Bylaws or otherwise.


                                       4


<PAGE>


Item 8.    Exhibits
-------    --------

           5     -  Opinion of Roger John Lesinski, Esq. with respect to the
                    legality of the Common Stock to be registered hereunder

           23.1  -  The consent of Deloitte & Touche LLP

           23.2  -  The consent of Roger John Lesinski (included in Exhibit 5)

           24    -  Power of Attorney (See "Signatures")

           99    -  Energy Conversion Devices, Inc. 2000 Non-Qualified Stock
                    Option Plan


Item 9.    Undertakings
-------    ------------

A.      Subsequent Disclosure.

        The Company hereby undertakes:

        (1) To file, during any period in which offers or sales are being made
        of the securities registered hereby, a post-effective amendment to this
        Registration Statement:

            (i)   to include any prospectus required by Section 10(a)(3) of the
            Securities Act;

            (ii)  to reflect in the prospectus any facts or events arising after
            the effective date of this Registration Statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in this Registration Statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than a 20% change in the maximum aggregate offering price set forth
            in the "Calculation of Registration Fee" table in the effective
            Registration Statement;


                                       5

<PAGE>

            (iii) to include any material information with respect to the plan
            of distribution not previously disclosed in this Registration
            Statement or any material change to such information in this
            Registration Statement;

        provided, however, that the undertakings set forth in paragraphs (i) and
        (ii) above do not apply if the information required to be included in a
        post-effective amendment by those paragraphs is contained in periodic
        reports filed by the Company pursuant to Section 13 or Section 15(d)
        of the Exchange Act that are incorporated by reference in this
        Registration Statement.

        (2) That, for the purpose of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to
        be a new Registration Statement relating to the securities offered
        herein, and the offering of such securities at that time shall be
        deemed to be the initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold
        at the termination of the offering.

B.      Incorporation by Reference.

           The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C.      Indemnification.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                       6

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rochester Hills, State of Michigan, on March 14,
2002.

                                       ENERGY CONVERSION DEVICES, INC.



                                       By: /s/  Stanford R. Ovshinsky
                                           -------------------------------------
                                           Stanford R. Ovshinsky
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roger John Lesinski 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 and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them, 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 or she might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below on February 21, 2002 by the
following persons on behalf of ECD in the capacities indicated.


          Signature                                Title



  /s/ Stanford R. Ovshinsky      President, Chief Executive Officer and Director
  -------------------------
  Stanford R. Ovshinsky          (Principal Executive Officer)


  /s/ Stephan W. Zumsteg         Vice President and Chief Financial Officer
  -------------------------
  Stephan W. Zumsteg             (Principal Financial and Accounting Officer)


                                       7

<PAGE>



  /s/ Robert C. Stempel          Director
  ---------------------------
  Robert C. Stempel              (Chairman of the Board)


  /s/ Nancy M. Bacon             Director
  ---------------------------
  Nancy M. Bacon


  /s/ Umberto Colombo            Director
  ---------------------------
  Umberto Colombo


  /s/ Subhash K. Dhar            Director
  ---------------------------
  Subhash K. Dhar


  /s/ Hellmut Fritzsche          Director
  ---------------------------
  Hellmut Fritzsche


  /s/ Walter J. McCarthy, Jr.    Director
  ---------------------------
  Walter J. McCarthy, Jr.


  /s/ Florence I. Metz           Director
  ---------------------------
  Florence I. Metz


                                 Director
  ---------------------------
  James R. Metzger


  /s/ Iris M. Ovshinsky          Director
  ---------------------------
  Iris M. Ovshinsky


                                 Director
  ---------------------------
  Donald L. Paul


  /s/ Stanley K. Stynes          Director
  ---------------------------
  Stanley K. Stynes


                                       8

<PAGE>


  /s/ Greg M. Vesey              Director
  ---------------------------
  Greg M. Vesey



  /s/ William M. Wicker          Director
  ---------------------------
  William M. Wicker



                                       9

<PAGE>



                                EXHIBIT INDEX


                                                                       PAGE OR
EXHIBIT NO.                                                            REFERENCE
-----------                                                            ---------


   5          Opinion of Roger John Lesinski, Esq. with                    11
              respect to the legality of the Common Stock
              to be registered hereunder


   23.1       The consent of Deloitte & Touche LLP                         12


   23.2       The consent of Roger John Lesinski (included in Exhibit 5)   11


   24         Power of Attorney (See "Signatures")                          7


   99         Energy Conversion Devices, Inc.                              13
              2000 Non-Qualified Stock Option Plan



                                       10

<PAGE>


                                                                     EXHIBIT 5


                                            March 14, 2002



Energy Conversion Devices, Inc.
2956 Waterview
Rochester Hills, Michigan 48309

Ladies and Gentlemen:

        I have acted as counsel to Energy Conversion Devices, Inc., a Delaware
corporation ("ECD"), in connection with the Registration Statement on Form S-8
(the "Registration Statement") filed by ECD under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission relating to up to 3,000,000
shares of Common Stock, $0.01 par value, (the "Shares") to be issued pursuant to
the Energy Conversion Devices, Inc., 2000 Non-Qualified Stock Option Plan
("Plan").

        I have examined the Registration Statement as filed by ECD with the
Commission. I have additionally reviewed such other documents and made such
further investigations as I have deemed necessary to enable me to express the
opinion hereinafter set forth.

        Based on the foregoing, I hereby advise you that, in my opinion, the
Shares have been duly authorized by ECD and when issued and paid for in
accordance with the Plan will be validly issued, fully paid and nonassessable.

        I hereby consent to be named as the attorney who passed on the legality
of the Shares and to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not hereby admit that I am
in the category of a person whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder.

                                       Very truly yours,


                                       /s/ Roger John Lesinski

                                       Roger John Lesinski
                                       General Counsel



                                       11

<PAGE>




                                                                EXHIBIT 23.1



INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this registration statement of
Energy Conversion Devices, Inc. ("the Company") on Form S-8 of our report dated
September 28, 2001 appearing in the Annual Report on Form 10-K of the Company
for the year ended June 30, 2001.


/S/ Deloitte & Touche LLP

Detroit, Michigan
March 14, 2002




                                       12



<PAGE>


                                                                     EXHIBIT 99

                         ENERGY CONVERSION DEVICES, INC.
                      2000 NON-QUALIFIED STOCK OPTION PLAN
                      ------------------------------------

1.    Purpose

      The purpose of the Energy Conversion Devices, Inc. 2000 Non-Qualified
Stock Option Plan (the "Plan") is to foster and promote the long-term financial
success of Energy Conversion Devices, Inc., a Delaware corporation (the
"Company"). The Plan provides for the award of stock options to the directors,
officers, employees, consultants and advisors of the Company and its
subsidiaries.

2.    Definitions

      For purposes of this Plan, the following terms used herein shall have
the following meanings, unless a different meaning is clearly required by the
context.

      2.1   "Board" means the Board of Directors of the Company.

      2.2   "Change in Control" means a change in control of the Company of a
      nature that would be required to be reported in response to Item 1(a) of
      the Current Report on Form 8-K, as in effect as of the Effective Date,
      promulgated pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934, as amended (the "Exchange Act"), whether or not the Company
      is then subject to the reporting requirements of the Exchange Act,
      provided that, without limitation, such a change in control shall be
      deemed to have occurred if:

            (a)  there shall be consummated any sale, lease, exchange or other
            transfer (in one transaction or a series of related transactions)
            of all or substantially all of the Company's assets;

            (b)  the stockholders of the Company approve any plan or proposal
            of liquidation or dissolution of the Company;

            (c)  there shall be consummated any consolidation or merger of
            the Company in which the Company is not the surviving or continuing
            corporation, or pursuant to which shares of the Company's Common
            Stock would be converted into cash, securities or other property,
            other than a merger of the Company in which the holders of the
            Company's Common Stock immediately prior to the merger have,
            directly or indirectly, at least a 67% ownership interest in the
            outstanding Common Stock of the surviving corporation immediately
            after the merger;

            (d)  any "person" or "group" (as such terms are used in Section
            13(d) and 14(d) of the Exchange Act) shall become, after the
            Effective Date, the "beneficial owner" (as defined in Rule 13d-3
            under the Exchange Act), directly or


                                       13

<PAGE>


            indirectly, of securities of the Company representing 30% or more
            of the combined voting power of the Company's
            then-outstanding voting securities ordinarily having the right to
            vote for the election of directors;

            (e)  individuals who, as of the Effective Date, constitute the
            Board of Directors of the Company (the "Board" generally, and as
            of the Effective Date, the "Incumbent Board") shall cease for any
            reason to constitute a majority of the Board, provided that any
            person becoming a director subsequent to the date of this Agreement
            whose election, or nomination for election by the Company's
            stockholders, was approved by a vote of at least three-quarters of
            the directors comprising the Incumbent Board (other than an election
            or nomination of an individual whose initial assumption of office is
            in connection with an actual or threatened election contest relating
            to the directors of the Company) shall be, for purposes of this
            Plan, considered as though such person were a member of the
            Incumbent Board;

            (f)  a proceeding is instituted in a court of competent jurisdiction
            seeking a decree or order for relief in respect of the Company in
            an involuntary case under any applicable bankruptcy, insolvency or
            other similar law now or hereafter in effect, or for the appointment
            of a receiver, liquidator, assignee, custodian, trustee,
            sequestrator (or similar official) of the Company or for any
            substantial part of its property, or for the winding-up or
            liquidation of its affairs, and such proceeding remains undismissed
            or unstayed and in effect for a period of 60 consecutive days or
            such court enters a decree or court granting the relief sought in
            such proceeding; or

            (g)  the Company commences a voluntary case under any applicable
            bankruptcy, insolvency or other similar law now or hereinafter in
            effect, consents to the entry of an order for relief in an
            involuntary case under any such law, or consents to the appointment
            of or taking possession by a receiver, liquidator, assignee,
            trustee, custodian, sequestrator (or other similar official) of or
            for any substantial part of its property, or makes a general
            assignment for the benefit of creditors, or fails generally to pay
            its debts as they become due, or take any corporate action in
            furtherance of any of the foregoing.

      2.3   "Code" means the Internal Revenue Code of 1986, as amended.

      2.4   "Committee" shall have the meaning provided in Section 3 of the
      Plan.

      2.5   "Common Stock" means the common stock, $0.01 par value per share,
      of the Company.

      2.6   "Continuous Service" means that the Participant's service with the
      Company or any Subsidiary whether as an employee, officer, director,
      advisor or consultant, is not interrupted or terminated. The Participant's
      Continuous Service shall not be deemed to have terminated merely because
      of a change in the capacity in which the Participant renders service to
      the Company or any Subsidiary as an employee,

                                       14

<PAGE>


      officer, consultant, advisor or director or a change in the entity for
      which the Participant renders such service, provided that there is no
      interruption or termination of the Participant's Continuous Service. For
      example, a change in status from an employee of the Company to a
      consultant of a Subsidiary or a director will not constitute an
      interruption of Continuous Service. The Committee, in its sole discretion,
      may determine whether Continuous Service shall be considered interrupted
      in the case of any approved leave of absence by that party, including sick
      leave, military leave or any other personal leave.

      2.7   "Disability" means a mental or physical condition which, in the
      opinion of the Committee, renders a Participant unable or incompetent to
      carry out the job responsibilities which such Participant held or the
      tasks to which such Participant was assigned at the time the disability
      was incurred, and which is expected to persist for an indefinite duration
      exceeding one year.

      2.8   "Effective Date" shall have the meaning provided in Section 19 of
      the Plan.

      2.9   "Exchange Act" means the Securities Exchange Act of 1934, as
      amended.

      2.10  "Fair Market Value" means, as determined by the Committee, the
      closing price as quoted on the Nasdaq National Market on the trading day
      immediately preceding the date for which the determination is being
      made; or, in the event that no such closing price exists due to no sale
      having taken place on such day, the average of the reported closing bid
      and asked prices on such day; or, if the Common Stock of the Company is
      listed on a national securities exchange, the closing price on the
      principal national securities exchange on which the Common Stock is
      listed or admitted to trading on the trading day immediately preceding
      the date for which the determination is being made; or, if no such
      closing price exists due to no sale having taken place on such day, the
      average of the closing bid and asked prices on such day on the principal
      national securities exchange on which the Common Stock is listed or
      admitted to trading; or if the Common Stock is not quoted on such Nasdaq
      National Market nor listed or admitted to trading on a national
      securities exchange, then the average of the closing bid and asked
      prices on the day immediately preceding the date for which the
      determination is being made in the over-the-counter market as reported
      by NASDAQ; or, if bid and asked prices for the Common Stock on such day
      shall not have been reported through NASDAQ, the average of the bid and
      asked prices for such day as furnished by any New York Stock Exchange
      member firm regularly making a market in the Common Stock selected for
      such purpose by the Board or a committee thereof; or, if none of the
      foregoing is applicable, then the fair market value of the Common Stock
      as determined in good faith by the Committee in its sole discretion.


                                       15

<PAGE>

      2.11  "Participant" shall mean any employee, director or officer of, or
      advisor or consultant to, the Company or any Subsidiary to whom an award
      is granted under the Plan.

      2.12  "Sale Event" means any (a) sale, lease, exchange or other transfer
      (in one transaction or a series of related transactions) of all or
      substantially all of the Company's assets, (b) sale, exchange or other
      transfer of all of the Company's outstanding capital stock to a third
      party or group of third parties acting in concert or (c) consolidation
      or merger of the Company in which the Company is not the surviving or
      continuing corporation, or pursuant to which shares of the Company's
      Common Stock would be converted into cash, securities or other property,
      other than a merger of the Company in which the holders of the Company's
      Common Stock immediately prior to the merger have, directly or
      indirectly, at least a 67% ownership interest in the outstanding Common
      Stock of the surviving corporation immediately after the merger.

      2.13  "Stock Option" means any option to purchase Common Stock granted
      pursuant to Section 6.

      2.14  "Subsidiary" means a company, domestic or foreign, of which not
      less than 50 percent of the voting shares are held by the Company or by
      a Subsidiary, whether or not such company now exists or is hereafter
      organized or acquired by the Company or by a Subsidiary.

      2.15 "Term of the Plan" means the period beginning on the Effective Date
      and ending on the earlier to occur of (i) the date the Plan is terminated
      by the Board in accordance with Section 16 and (ii) the day before the
      tenth anniversary of the Effective Date.

3.    Administration

      The Plan shall be administered by a committee of the Board (the
"Committee") consisting solely of two or more members of the Board, each of
whom shall qualify as a "Non-employee Director" within the meaning of Rule 16b-3
of the Exchange Act and also qualify as an "outside director" within the meaning
of Section 162(m) of the Code and regulations pursuant thereto. The Committee
shall have the power and authority to grant Stock Option awards to eligible
persons pursuant to the terms of the Plan.

      The Committee shall have authority in its discretion to interpret the
provisions of the Plan and to decide all questions of fact arising in its
application. Except as otherwise expressly provided in the Plan, the Committee
shall have authority to select the persons to whom Stock Option awards shall be
awarded under the Plan; to determine the size of each such Stock Option award;
to determine the time when the Stock Option awards shall be granted; to adopt,
alter and repeal such administrative rules, guidelines and practices governing
the Plan as it shall from time to time deem advisable; and to make all other
determinations necessary or advisable for the administration of the Plan.
Notwithstanding anything in the Plan to the contrary, in the event that the
Committee determines that it is

                                       16

<PAGE>

advisable to grant awards which shall not qualify for the exception for
performance-based compensation from the tax deductibility limitations of
Section 162(m) of the Code, the Committee may make such grants or awards, or
may amend the Plan to provide for such grants or awards, without satisfying
the requirements of Section 162(m) of the Code.

      The Committee also shall have authority, in its discretion, to vary the
terms of the Plan to the extent necessary to comply with federal, state or
local law.

      All decisions made by the Committee pursuant to the provisions of the
Plan shall be final and binding on all persons who participate in the Plan.

      All expenses and liabilities incurred by the Committee in the
administration of the Plan shall be borne by the Company. The Committee may
employ attorneys, consultants, accountants or other persons in connection with
the administration of the Plan. The Company, and its officers and directors,
shall be entitled to rely upon the advice, opinions or valuations of any such
persons.

4.    Common Stock Subject to the Plan

      4.1   Share Reserve.  There shall be reserved and available for issuance
      under the Plan 3,000,000 shares of Common Stock, subject to such
      adjustment as may be made pursuant to Section 14.

      4.2   Source of Shares/Reversion of Shares.  Such shares may consist in
      whole or in part of authorized and unissued shares or treasury shares or
      any combination thereof as the Committee may determine.  Except as
      otherwise provided herein, any shares subject to an option which for any
      reason expires or is terminated unexercised, becomes unexercisable or is
      forfeited or otherwise terminated, or surrendered or canceled shall
      thereafter be available for further Stock Option awards under the Plan.
      No Stock Option awards may be granted following the end of the Term of
      the Plan.

      4.3   Code Section 162(m) Limitation. The total number of shares of
      Common Stock for which Stock Options that are subject to the attainment
      of performance criteria to protect against the loss of deductibility under
      Section 162(m) of the Code may be granted to any Participant during any
      twelve-month period shall not exceed 200,000 in the aggregate, subject to
      adjustment pursuant to Section 14.

5.    Eligibility to Receive Stock Option

      Stock Option awards may be granted to any employee, director, or officer
of, or advisor or consultant to, the Company or any Subsidiary, provided that
bona fide services shall be rendered by consultants or advisors and such
services must not be in connection with the offer and sale of securities in a
capital-raising transaction and must not directly or indirectly promote or
maintain a market for the Company's securities. Subject to the preceding
sentence, the Committee shall have the sole authority to select the persons to

                                       17

<PAGE>

whom an award of Stock Options is to be granted hereunder and to determine the
award to be granted to each such person.

6.    Stock Options

      A Stock Option shall be subject to the following terms and conditions
not inconsistent with the terms of the Plan, as the Committee shall deem
desirable:

      6.1   Option Price. The Stock Option exercise price shall be fixed by the
      Committee and shall be equal to 100 percent of the Fair Market Value of
      the shares of Common Stock subject to the Stock Option at the time the
      option is granted. No Stock Option exercise price shall be re-priced or
      adjusted upward or downward other than as provided for in Section 14.

      6.2   Vesting Period. No Stock Option may be exercised during the first
      year after its date of grant. After the first anniversary of the date of
      grant, Stock Options may be exercised as to not more than 40 percent of
      the shares of Common Stock available for purchase under the Stock
      Options and, after each of the second, third and fourth anniversaries of
      the date of grant, it may be exercised as to not more than an additional
      20 percent of such shares plus any shares as to which the Stock Option
      might theretofore have been exercisable but shall not have been
      exercised. All Stock Options shall be fully vested and exercisable after
      the fourth anniversary of the date of grant.

      6.3   Exercise Term. Subject to Section 6.2, each Stock Option may be
      exercised in whole or in part, and from time to time, provided that no
      Stock Option shall be exercisable after ten years from the date of grant
      thereof.

      6.4   Payment for Shares. A Stock Option shall be deemed to be exercised
      when notice of such exercise has been given to the Company by the
      Participant entitled to exercise the Stock Option and full payment for
      the shares of Common Stock with respect to which the Stock Option is
      exercised has been received by the Company or its designated agent. No
      shares of Common Stock shall be issued to any Participant upon exercise
      of a Stock Option until the Company or its designated agent receives
      full payment therefor as described above. Upon the receipt of notice of
      exercise and full payment for the shares of Common Stock, the shares of
      Common Stock shall be deemed to have been issued and the Participant
      shall be entitled to receive such shares of Common Stock and shall be a
      stockholder with respect to such shares, and the shares of Common Stock
      shall be considered fully paid and nonassessable. No adjustment will be
      made for a dividend or other right for which the record date is prior to
      the date on which the stock is issued, except as provided in Section 14
      of the Plan. Each exercise of a Stock Option shall reduce, by an equal
      number, the total number of shares of Common Stock that may thereafter
      be purchased under such Stock Option.

                                       18

<PAGE>

      6.5   Rights upon Termination of Continuous Service. In the event that a
      Participant's Continuous Service terminates for any reason, other than
      death or Disability, the Participant (or any successor or legal
      representative) shall have the right to exercise the Stock Option to the
      extent that the Stock Option was exercisable at the time of termination,
      until the earlier of (i) the date 90 days after the effective date of
      such termination of Continuous Service, or such other date as otherwise
      determined by the Committee in its sole discretion, or (ii) the
      expiration of the term of the Stock Option. To the extent the Participant
      was not entitled to exercise the Stock Option at the time of termination
      of Continuous Service, or if the Participant does not exercise the Stock
      Option within the time specified herein, such Stock Option shall
      terminate.

            Notwithstanding the foregoing, the Participant (or any successor
      or legal representative) shall not have any rights under the Stock
      Option, and the Company shall not be obligated to sell or deliver shares
      of Common Stock (or have any other obligation or liability) under the
      Plan upon exercise of the Stock Option if the Committee shall determine
      in its sole discretion that the Participant's Continuous Service shall
      have been terminated for cause, including, but not limited to, the
      Participant having engaged or may engage in employment or activities
      competitive with the Company or any Subsidiary or contrary, in the opinion
      of the Committee, to the best interests of the Company or any Subsidiary.
      In the event of such determination, the Participant (or any successor or
      legal representative) shall have no right under such Stock Option to
      purchase any shares of Common Stock regardless of whether the Participant
      (or any successor or legal representative) shall have delivered a notice
      of exercise prior to the making of such determination.  Any Stock Option
      may be terminated entirely by the Committee at the time or at any time
      subsequent to a determination by the Committee under this Section 6.5,
      which has the effect of eliminating the Company's obligation to sell or
      deliver shares of Common Stock under such Stock Option.

            In the event that a Participant's Continuous Service terminates
      because such Participant either dies or is determined by the Committee
      to have a Disability prior to the expiration of the Stock Option and
      without the Participant's having fully exercised the Stock Option, the
      Participant or his successor or legal representative shall be fully
      vested in the Stock Option and shall have the right to exercise the
      Stock Option until the earlier of (i) the date twelve months following
      such event, or such other date as determined by the Committee in its
      sole discretion, or (ii) the expiration of the term of the Stock Option.
      If the Participant does not exercise the Stock Option within the time
      specified herein, such Stock Option shall terminate.

7.    No Stock Option Re-Pricing

      Neither the Board nor the Committee shall re-price or adjust upward or
downward the exercise price of any Stock Option, other than as provided for in
Section 14.

                                       19

<PAGE>

8.    Rights of a Stockholder

      The recipient of any Stock Option award under the Plan shall have no
rights as a stockholder with respect thereto unless and until shares of Common
Stock are issued to the recipient.

9.    No Right to Continue Employment or Service

      Nothing in the Plan or any Stock Option award granted pursuant thereto
shall confer upon any Participant any right to continue to serve the Company or
any Subsidiary in the capacity in effect at the time the award was granted or
shall affect the right of the Company or any Subsidiary to terminate (i) the
employment of an employee with or without notice and with or without cause, (ii)
the service of a consultant or advisor pursuant to the terms of such
consultant's or advisor's agreement with the Company or any Subsidiary, or (iii)
the service of a director pursuant to the charter and bylaws of the Company or
any Subsidiary and any applicable provisions of the corporate law of the state
in which the Company or any Subsidiary is incorporated, as the case may be.

10.   Withholding

      The Company's obligation to deliver shares of Common Stock upon the
exercise of any Stock Option shall be subject to applicable foreign, federal,
state and local withholding tax requirements. Foreign, federal, state and local
withholding tax due under the terms of the Plan shall be paid by the
Participant.

11.   Indemnification

      No member of the Board or the Committee, nor any officer or employee of
the Company or a Subsidiary acting on behalf of the Board or the Committee,
shall be personally liable for any action, determination or interpretation taken
or made in good faith with respect to the Plan, and all members of the Board or
the Committee and each and any officer or employee of the Company or any
Subsidiary acting on their behalf shall, to the extent permitted by law, be
fully indemnified and protected by the Company in respect of any such action,
determination or interpretation.

12.   Non-Assignability

      No Stock Option award under the Plan shall be assignable or transferable
by the recipient thereof except by will, by the laws of descent and distribution
and by such other means as the Committee may approve from time to time. No right
or benefit hereunder shall in any manner be subject to the debts, contracts,
liabilities or torts of the person entitled to such right or benefit.

                                       20

<PAGE>


13.   Nonuniform Determinations

      The Committee's determinations under the Plan (including without
limitation determinations of the persons to receive awards, the form, amount and
timing of such awards, and the terms and provisions of such awards) need not be
uniform and may be made by it selectively among persons who receive, or are
eligible to receive, Stock Option awards under the Plan, whether or not such
persons are similarly situated.

14.   Adjustments

      In the event of any change in the outstanding shares of Common Stock by
reason of a stock dividend, stock split, reverse stock split or distribution,
recapitalization, merger, reorganization, reclassification, consolidation,
split-up, spin-off, combination of shares, exchange of shares or other change
in corporate structure affecting the Common Stock and not involving the receipt
of consideration by the Company, the Committee shall make appropriate
adjustments in (A) the aggregate number of shares of Common Stock (i) reserved
for issuance under the Plan, (ii) for which grants may be made to any
Participant, and (iii) covered by outstanding unexercised grants denominated in
shares or units of Common Stock; (B) the exercise price applicable to
outstanding Stock Option awards or grants; and (C) shall make such other
adjustments as may be appropriate under the circumstances; provided that the
number of shares subject to any award or grant always shall be a whole number.


15.   Provisions Relating to Sale Events.

      (a)   The Company, at its option, may give each Participant at least ten
      business days written notice (or, if such notice period is not
      practicable, such shorter notice period as the Company determines in good
      faith is practicable) prior to the anticipated date of the consummation of
      a Sale Event. Upon receipt of such notice, and for a period of five
      business days thereafter (or such other period as may be specified in the
      Company's notice with respect to the Sale Event), each Participant will
      be permitted to exercise, in whole
      or in part, the unexercised portion of each Stock Option held by such
      Participant in accordance with the terms and conditions of the Plan and
      the award agreement relating such Option.

      (b)   Upon the consummation of the Sale Event, all Options will be
      canceled and forfeited to the extent they have not been exercised in
      accordance with the provisions of Section 15(a).

      (c)   If the Sale Event is not consummated, all Options exercised pursuant
      to the Company's notice of the Sale Event will be deemed not to have
      been exercised and will thereafter be exercisable to the same extent and
      on the same terms and conditions as if notice of the Sale Event had not
      been given by the Company.


                                       21
<PAGE>


      (d)   In lieu of delivering notice of a Sale Event pursuant to the
      provisions of Section 15(a), the Company, at its option, may cause the
      successor or acquiring corporation in connection with any Sale Event or,
      if applicable, the corporate parent of any such corporation (the
      "Successor Corporation"), to assume in writing the obligations of the
      Company under the Plan and the outstanding Stock Options awarded
      pursuant to the Plan. In such event, the number and kind of shares
      acquirable upon the exercise of the Stock Options and the exercise price
      applicable thereto will be adjusted appropriately and the Stock Options
      as so adjusted will be deemed solely to represent rights to acquire
      shares of the Successor Corporation in the manner provided in the
      agreements between the Company and the Successor Corporation.

16.   Termination and Amendment

      The Board may terminate or amend the Plan or any portion thereof at any
time and the Committee may amend the Plan to the extent provided in Section 3,
without approval of the stockholders of the Company. No amendment, termination
or modification of the Plan shall affect any Stock Option award theretofore
granted in any material adverse way without the consent of the recipient.

17.   Severability

      If any of the terms or provisions of this Plan, or awards made under
this Plan, conflict with the requirements of Section 162(m) of the Code with
respect to awards subject to, or governed by, Section 162(m) of the Code, then
such terms or provisions shall be deemed inoperative to the extent they so
conflict with the requirements of Section 162(m) of the Code. If this Plan does
not contain any provision required to be included herein under Section 162(m) of
the Code (as the same shall be amended from time to time), such provision shall
be deemed to be incorporated herein with the same force and effect as if such
provision had been set out herein.

18.   Effect on Other Plans

      Participation in this Plan shall not affect a Participant's eligibility
to participate in any other benefit or incentive plan of the Company or any
Subsidiary and any Stock Option awards made pursuant to this Plan shall not
be used in determining the benefits provided under any other plan of the
Company or any Subsidiary.


19.   Effective Date of the Plan

      The Plan shall become effective on October 26, 2000, but no Stock Option
shall be exercised unless and until the Plan has been approved by the
stockholders of the Company at the next annual meeting to be held in 2001, or
any adjournment thereof. If the Plan is not approved by the affirmative vote of
the holders of a majority of the shares of Common Stock present, or represented
at the meeting and entitled to vote thereon, the Plan shall not be, or become,
effective and any Stock Options granted under the Plan prior thereto shall
terminate and shall become null and void.


                                       22

<PAGE>


20.   Governing Law

      This Plan and all agreements executed in connection with the Plan shall
be governed by, and construed in accordance with, the laws of the State of
Delaware, without regard to its conflicts of law doctrine.

21.   Gender and Number

      Words denoting the masculine gender shall include the feminine gender, and
words denoting the feminine gender shall include the masculine gender. Words
in the plural shall include the singular, and the singular shall include the
plural.


22.   No Strict Construction

      No rule of strict construction shall be applied against the Company, the
Committee, or any other person in the interpretation of any of the terms of the
Plan, any agreement executed in connection with the Plan, any award granted
under the Plan, or any rule, regulation or procedure established by the
Committee.

23.   Plan Provisions Control

      The terms of the Plan govern all awards granted under the Plan, and in
no event will the Committee have the power to grant any award under the Plan
which is contrary to any of the provisions of the Plan. In the event any
provision of any award granted under the Plan shall conflict with any term in
the Plan, the term in the Plan shall control.

24.   Headings

      The headings used in the Plan are for convenience only, do not constitute
a part of the Plan, and shall not be deemed to limit, characterize, or affect
in any way any provisions of the Plan, and all provisions of the Plan shall be
construed as if no captions had been used in the Plan.


                                       23
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{"company-data": {"conformed-name": "ENERGY CONVERSION DEVICES INC", "cik": "0000032878", "assigned-sic": "3690", "irs-number": "381749884", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84398", "film-number": "02576672"}, "business-address": {"street1": "1675 W MAPLE RD", "city": "TROY", "state": "MI", "zip": "48084", "phone": "8102801900"}, "former-company": {"former-conformed-name": "ENERGY CONVERSION LABORATORIES INC", "date-changed": "19710603"}}
As filed with the Securities and Exchange Commission on March 15, 2002        Registration No. 333-

---------------------------------------------------------------------------------------------------------

                                   SECURITIES AND EXCHANGE COMMISSION
                                         Washington, D.C. 20549
                                                --------

                                                FORM S-8
                                         REGISTRATION STATEMENT
                                                 UNDER
                                       THE SECURITIES ACT OF 1933
                                                --------

                                     ENERGY CONVERSION DEVICES, INC.
                          (Exact name of registrant as specified in its charter)
Delaware                                          38-1749884
     (State or other jurisdiction of                            (I.R.S. Employer
      incorporation or organization)                             Identification No.)
2956 Waterview
       Rochester Hills, Michigan                                      48309
  (Address of principal executive offices)                          (Zip code)

                                    ENERGY CONVERSION DEVICES, INC.
                                  2000 NON-QUALIFIED STOCK OPTION PLAN
                                        (Full title of the Plan)
                                                --------

                                        Roger John Lesinski, Esq.
                                             General Counsel
                                     Energy Conversion Devices, Inc.
                                             2956 Waterview
                                        Rochester Hills, MI 48309
                                 (Name and address of agent for service)
(248) 293-0440
                      (Telephone number, including area code, of agent for service)

                                     CALCULATION OF REGISTRATION FEE

      =============================================================================================
       Title of Securities   Amount to be    Proposed Maximum     Proposed Maximum     Amount of
        to be Registered      Registered    Offering Price Per   Aggregate Offering   Registration
                                                 Share(*)              Price              Fee
---------------------------------------------------------------------------------------------
        Common Stock          3,000,000     $19.73               $59,190,000.00       $5,446.00
      ---------------------------------------------------------------------------------------------
       *  Estimated solely for the purpose of calculating the registration fee
          in accordance with Rule 457 and is based upon the closing sale price
          for the registrant's Common Stock as reported by the Nasdaq Stock
          Market, Inc. as of March 12, 2002.
      =============================================================================================

---------------------------------------------------------------------------------------------------------
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference
-------    ---------------------------------------

           The following documents filed by energy Conversion Devices, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference.

           1.  Annual Report on Form 10-K of the Company for the fiscal year
               ended June 30, 2001;

           2.  Quarterly Report on Form 10-Q of the Company for the fiscal
               quarters ended  September 30, 2001 and December 31, 2001;

           3.  Description of the common Stock of the Company included in the
               Company's Registration Statement on Form 8-A, as filed with the
               Commission on November 27, 1968, including any amendments or
               reports filed for the purpose of updating such description.

        All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated
in this Registration Statement by reference and to be a part hereof from the
date of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

                                       1
Item 6.    Indemnification of Directors and Officers
-------    -----------------------------------------

        Subsection (a) of Section 145 of the Delaware General Corporation Law
(the "DGCL") empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the person's conduct was unlawful.

        Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if such person
acted in accordance with the above standards, except that no indemnification may
be made in respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which the action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnification for such expenses which the Court of
Chancery or such other court shall deem proper.

        Section 145 of the DGCL further provides that, to the extent that a
director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in the defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith; and that indemnification provided by, or granted pursuant to, Section
145 shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled. Section 145 further empowers the corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liabilities under Section 145 of the DGCL.

                                       2
Section 102(b)(7) of the DGCL permits a corporation's certificate of
incorporation to contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director; provided that such provision
shall not eliminate or limit the liability of a director for (i) any breach of
the director's duty of loyalty to the corporation or its stockholders; (ii) acts
or omissions not in good faith or which involved intentional misconduct or a
knowing violation of the law; (iii) willful or negligent unlawful payment of a
dividend or stock purchase or redemption; or (iv) any transaction from which the
director derived an improper personal benefit. The Certificate of Incorporation
of the Company eliminates the ability to recover monetary damages against
directors of the Company for breach of fiduciary duty to the fullest extent
permitted by the DGCL.

        The foregoing is only a general summary of certain aspects of Delaware
law dealing with indemnification of directors and officers and does not purport
to be complete. It is qualified in its entirety by reference to the relevant
statutes which contain detailed specific provisions regarding the circumstances
under which and the persons for whose benefit indemnification shall or may be
made. In addition, from time to time provisions providing for indemnification of
the Company and its directors and officers by underwriters or agents against
certain liabilities, including certain liabilities under the Securities Act of
1933, as amended (the "Securities Act") have been contained in agreements
relating to other securities of the Company.

           In addition to the foregoing statutory provisions, the Company is
empowered to indemnify its directors and officers in the circumstances herein
provided.

           Our Certificate of Incorporation provides that we will indemnify our
current and former directors and officers (and their heirs, executors and
administrators) against expenses reasonably incurred or imposed upon them in
connection with or arising out of any action, suit or proceeding in which they
may be involved, or to which they may be made a party by reason of being or
having been a director or officer of the Company or, at the Company's request,
any other corporation of which the Company is a stockholder or creditor and from
which they are not entitled to be indemnified, except in respect of matters as
to which they are finally adjudged in such action, suit or proceeding to be
liable for negligence or misconduct. In the event of the settlement of any such
action, suit or proceeding, the Company is obligated to provide indemnification
only in connection with such matters covered by the settlement as to which the
Company is advised by counsel that the person to be indemnified did not commit a
breach of duty.

           Our Bylaws provide the we will indemnify each person who is or was a
director or officer of the Company, or is or was serving as a director or
officer of another corporation or as a trustee or officer of an association or
trust of which we own stock or shares or of which we are a creditor, against all
liabilities and expenses at any time imposed upon or reasonably incurred by
such person in connection with, arising out of or resulting from any action,
suit or proceeding in which such person

                                       3
may be involved or with which such person may be threatened, by reason of his
then serving or theretofore having served as such director, trustee or officer,
or by reason of any alleged act or omission by him in any such capacity, whether
or not he is serving as such director, trustee or officer at the time any or
all of such liabilities or expenses are imposed upon or incurred by him.
The matters covered by the foregoing indemnity include amounts paid by any such
person in compromise or settlement, if such compromise or settlement is
approved as in the best interests of the Company by vote of a majority of
disinterested directors then in office or by vote of a majority of the shares
of stock held by disinterested stockholders entitled to vote at a meeting called
for such purpose. The foregoing indemnity excludes liabilities or expenses
incurred in connection with any matters as to which the person seeking
indemnification is finally adjudged in such action, suit or proceeding to be
liable by reason of negligence or misconduct in the performance of his duties
as such director, trustee or officer.

           Pursuant to such Bylaws and as authorized by statute, the Company may
also maintain, and does maintain, insurance on behalf of its directors and
officers against liability asserted against such persons in such capacity
whether or not such directors or officers have the right to indemnification
pursuant to the Bylaws or otherwise.

                                       4
Item 8.    Exhibits
-------    --------

           5     -  Opinion of Roger John Lesinski, Esq. with respect to the
                    legality of the Common Stock to be registered hereunder

           23.1  -  The consent of Deloitte & Touche LLP

           23.2  -  The consent of Roger John Lesinski (included in Exhibit 5)

           24    -  Power of Attorney (See "Signatures")

           99    -  Energy Conversion Devices, Inc. 2000 Non-Qualified Stock
                    Option Plan

Item 9.    Undertakings
-------    ------------

A.      Subsequent Disclosure.

        The Company hereby undertakes:

        (1) To file, during any period in which offers or sales are being made
        of the securities registered hereby, a post-effective amendment to this
        Registration Statement:

            (i)   to include any prospectus required by Section 10(a)(3) of the
            Securities Act;

            (ii)  to reflect in the prospectus any facts or events arising after
            the effective date of this Registration Statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in this Registration Statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than a 20% change in the maximum aggregate offering price set forth
            in the "Calculation of Registration Fee" table in the effective
            Registration Statement;

                                       5
(iii) to include any material information with respect to the plan
            of distribution not previously disclosed in this Registration
            Statement or any material change to such information in this
            Registration Statement;

        provided, however, that the undertakings set forth in paragraphs (i) and
        (ii) above do not apply if the information required to be included in a
        post-effective amendment by those paragraphs is contained in periodic
        reports filed by the Company pursuant to Section 13 or Section 15(d)
        of the Exchange Act that are incorporated by reference in this
        Registration Statement.

        (2) That, for the purpose of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to
        be a new Registration Statement relating to the securities offered
        herein, and the offering of such securities at that time shall be
        deemed to be the initial bona fide offering thereof.

        (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold
        at the termination of the offering.

B.      Incorporation by Reference.

           The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C.      Indemnification.

        Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       6
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Rochester Hills, State of Michigan, on March 14,
2002.

                                       ENERGY CONVERSION DEVICES, INC.

                                       By: /s/  Stanford R. Ovshinsky
                                           -------------------------------------
                                           Stanford R. Ovshinsky
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Roger John Lesinski 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 and all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them, 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 or she might or could do in person,
hereby ratifying and confirming all that such attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below on February 21, 2002 by the
following persons on behalf of ECD in the capacities indicated.

          Signature                                Title

  /s/ Stanford R. Ovshinsky      President, Chief Executive Officer and Director
  -------------------------
  Stanford R. Ovshinsky          (Principal Executive Officer)

  /s/ Stephan W. Zumsteg         Vice President and Chief Financial Officer
  -------------------------
  Stephan W. Zumsteg             (Principal Financial and Accounting Officer)

                                       7
/s/ Robert C. Stempel          Director
  ---------------------------
  Robert C. Stempel              (Chairman of the Board)

  /s/ Nancy M. Bacon             Director
  ---------------------------
  Nancy M. Bacon

  /s/ Umberto Colombo            Director
  ---------------------------
  Umberto Colombo

  /s/ Subhash K. Dhar            Director
  ---------------------------
  Subhash K. Dhar

  /s/ Hellmut Fritzsche          Director
  ---------------------------
  Hellmut Fritzsche

  /s/ Walter J. McCarthy, Jr.    Director
  ---------------------------
  Walter J. McCarthy, Jr.

  /s/ Florence I. Metz           Director
  ---------------------------
  Florence I. Metz

                                 Director
  ---------------------------
  James R. Metzger

  /s/ Iris M. Ovshinsky          Director
  ---------------------------
  Iris M. Ovshinsky

                                 Director
  ---------------------------
  Donald L. Paul

  /s/ Stanley K. Stynes          Director
  ---------------------------
  Stanley K. Stynes

                                       8
/s/ Greg M. Vesey              Director
  ---------------------------
  Greg M. Vesey

  /s/ William M. Wicker          Director
  ---------------------------
  William M. Wicker

                                       9
EXHIBIT INDEX

                                                                       PAGE OR
EXHIBIT NO.                                                            REFERENCE
-----------                                                            ---------

   5          Opinion of Roger John Lesinski, Esq. with                    11
              respect to the legality of the Common Stock
              to be registered hereunder

   23.1       The consent of Deloitte & Touche LLP                         12

   23.2       The consent of Roger John Lesinski (included in Exhibit 5)   11

   24         Power of Attorney (See "Signatures")                          7

   99         Energy Conversion Devices, Inc.                              13
              2000 Non-Qualified Stock Option Plan

                                       10
EXHIBIT 5

                                            March 14, 2002

Energy Conversion Devices, Inc.
2956 Waterview
Rochester Hills, Michigan 48309

Ladies and Gentlemen:

        I have acted as counsel to Energy Conversion Devices, Inc., a Delaware
corporation ("ECD"), in connection with the Registration Statement on Form S-8
(the "Registration Statement") filed by ECD under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission relating to up to 3,000,000
shares of Common Stock, $0.01 par value, (the "Shares") to be issued pursuant to
the Energy Conversion Devices, Inc., 2000 Non-Qualified Stock Option Plan
("Plan").

        I have examined the Registration Statement as filed by ECD with the
Commission. I have additionally reviewed such other documents and made such
further investigations as I have deemed necessary to enable me to express the
opinion hereinafter set forth.

        Based on the foregoing, I hereby advise you that, in my opinion, the
Shares have been duly authorized by ECD and when issued and paid for in
accordance with the Plan will be validly issued, fully paid and nonassessable.

        I hereby consent to be named as the attorney who passed on the legality
of the Shares and to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not hereby admit that I am
in the category of a person whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Commission thereunder.

                                       Very truly yours,

                                       /s/ Roger John Lesinski

                                       Roger John Lesinski
                                       General Counsel

                                       11
EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this registration statement of
Energy Conversion Devices, Inc. ("the Company") on Form S-8 of our report dated
September 28, 2001 appearing in the Annual Report on Form 10-K of the Company
for the year ended June 30, 2001.

/S/ Deloitte & Touche LLP

Detroit, Michigan
March 14, 2002

                                       12
EXHIBIT 99

                         ENERGY CONVERSION DEVICES, INC.
                      2000 NON-QUALIFIED STOCK OPTION PLAN
                      ------------------------------------

1.    Purpose

      The purpose of the Energy Conversion Devices, Inc. 2000 Non-Qualified
Stock Option Plan (the "Plan") is to foster and promote the long-term financial
success of Energy Conversion Devices, Inc., a Delaware corporation (the
"Company"). The Plan provides for the award of stock options to the directors,
officers, employees, consultants and advisors of the Company and its
subsidiaries.

2.    Definitions

      For purposes of this Plan, the following terms used herein shall have
the following meanings, unless a different meaning is clearly required by the
context.

      2.1   "Board" means the Board of Directors of the Company.

      2.2   "Change in Control" means a change in control of the Company of a
      nature that would be required to be reported in response to Item 1(a) of
      the Current Report on Form 8-K, as in effect as of the Effective Date,
      promulgated pursuant to Section 13 or 15(d) of the Securities Exchange
      Act of 1934, as amended (the "Exchange Act"), whether or not the Company
      is then subject to the reporting requirements of the Exchange Act,
      provided that, without limitation, such a change in control shall be
      deemed to have occurred if:

            (a)  there shall be consummated any sale, lease, exchange or other
            transfer (in one transaction or a series of related transactions)
            of all or substantially all of the Company's assets;

            (b)  the stockholders of the Company approve any plan or proposal
            of liquidation or dissolution of the Company;

            (c)  there shall be consummated any consolidation or merger of
            the Company in which the Company is not the surviving or continuing
            corporation, or pursuant to which shares of the Company's Common
            Stock would be converted into cash, securities or other property,
            other than a merger of the Company in which the holders of the
            Company's Common Stock immediately prior to the merger have,
            directly or indirectly, at least a 67% ownership interest in the
            outstanding Common Stock of the surviving corporation immediately
            after the merger;

            (d)  any "person" or "group" (as such terms are used in Section
            13(d) and 14(d) of the Exchange Act) shall become, after the
            Effective Date, the "beneficial owner" (as defined in Rule 13d-3
            under the Exchange Act), directly or

                                       13
indirectly, of securities of the Company representing 30% or more
            of the combined voting power of the Company's
            then-outstanding voting securities ordinarily having the right to
            vote for the election of directors;

            (e)  individuals who, as of the Effective Date, constitute the
            Board of Directors of the Company (the "Board" generally, and as
            of the Effective Date, the "Incumbent Board") shall cease for any
            reason to constitute a majority of the Board, provided that any
            person becoming a director subsequent to the date of this Agreement
            whose election, or nomination for election by the Company's
            stockholders, was approved by a vote of at least three-quarters of
            the directors comprising the Incumbent Board (other than an election
            or nomination of an individual whose initial assumption of office is
            in connection with an actual or threatened election contest relating
            to the directors of the Company) shall be, for purposes of this
            Plan, considered as though such person were a member of the
            Incumbent Board;

            (f)  a proceeding is instituted in a court of competent jurisdiction
            seeking a decree or order for relief in respect of the Company in
            an involuntary case under any applicable bankruptcy, insolvency or
            other similar law now or hereafter in effect, or for the appointment
            of a receiver, liquidator, assignee, custodian, trustee,
            sequestrator (or similar official) of the Company or for any
            substantial part of its property, or for the winding-up or
            liquidation of its affairs, and such proceeding remains undismissed
            or unstayed and in effect for a period of 60 consecutive days or
            such court enters a decree or court granting the relief sought in
            such proceeding; or

            (g)  the Company commences a voluntary case under any applicable
            bankruptcy, insolvency or other similar law now or hereinafter in
            effect, consents to the entry of an order for relief in an
            involuntary case under any such law, or consents to the appointment
            of or taking possession by a receiver, liquidator, assignee,
            trustee, custodian, sequestrator (or other similar official) of or
            for any substantial part of its property, or makes a general
            assignment for the benefit of creditors, or fails generally to pay
            its debts as they become due, or take any corporate action in
            furtherance of any of the foregoing.

      2.3   "Code" means the Internal Revenue Code of 1986, as amended.

      2.4   "Committee" shall have the meaning provided in Section 3 of the
      Plan.

      2.5   "Common Stock" means the common stock, $0.01 par value per share,
      of the Company.

      2.6   "Continuous Service" means that the Participant's service with the
      Company or any Subsidiary whether as an employee, officer, director,
      advisor or consultant, is not interrupted or terminated. The Participant's
      Continuous Service shall not be deemed to have terminated merely because
      of a change in the capacity in which the Participant renders service to
      the Company or any Subsidiary as an employee,

                                       14
officer, consultant, advisor or director or a change in the entity for
      which the Participant renders such service, provided that there is no
      interruption or termination of the Participant's Continuous Service. For
      example, a change in status from an employee of the Company to a
      consultant of a Subsidiary or a director will not constitute an
      interruption of Continuous Service. The Committee, in its sole discretion,
      may determine whether Continuous Service shall be considered interrupted
      in the case of any approved leave of absence by that party, including sick
      leave, military leave or any other personal leave.

      2.7   "Disability" means a mental or physical condition which, in the
      opinion of the Committee, renders a Participant unable or incompetent to
      carry out the job responsibilities which such Participant held or the
      tasks to which such Participant was assigned at the time the disability
      was incurred, and which is expected to persist for an indefinite duration
      exceeding one year.

      2.8   "Effective Date" shall have the meaning provided in Section 19 of
      the Plan.

      2.9   "Exchange Act" means the Securities Exchange Act of 1934, as
      amended.

      2.10  "Fair Market Value" means, as determined by the Committee, the
      closing price as quoted on the Nasdaq National Market on the trading day
      immediately preceding the date for which the determination is being
      made; or, in the event that no such closing price exists due to no sale
      having taken place on such day, the average of the reported closing bid
      and asked prices on such day; or, if the Common Stock of the Company is
      listed on a national securities exchange, the closing price on the
      principal national securities exchange on which the Common Stock is
      listed or admitted to trading on the trading day immediately preceding
      the date for which the determination is being made; or, if no such
      closing price exists due to no sale having taken place on such day, the
      average of the closing bid and asked prices on such day on the principal
      national securities exchange on which the Common Stock is listed or
      admitted to trading; or if the Common Stock is not quoted on such Nasdaq
      National Market nor listed or admitted to trading on a national
      securities exchange, then the average of the closing bid and asked
      prices on the day immediately preceding the date for which the
      determination is being made in the over-the-counter market as reported
      by NASDAQ; or, if bid and asked prices for the Common Stock on such day
      shall not have been reported through NASDAQ, the average of the bid and
      asked prices for such day as furnished by any New York Stock Exchange
      member firm regularly making a market in the Common Stock selected for
      such purpose by the Board or a committee thereof; or, if none of the
      foregoing is applicable, then the fair market value of the Common Stock
      as determined in good faith by the Committee in its sole discretion.

                                       15
2.11  "Participant" shall mean any employee, director or officer of, or
      advisor or consultant to, the Company or any Subsidiary to whom an award
      is granted under the Plan.

      2.12  "Sale Event" means any (a) sale, lease, exchange or other transfer
      (in one transaction or a series of related transactions) of all or
      substantially all of the Company's assets, (b) sale, exchange or other
      transfer of all of the Company's outstanding capital stock to a third
      party or group of third parties acting in concert or (c) consolidation
      or merger of the Company in which the Company is not the surviving or
      continuing corporation, or pursuant to which shares of the Company's
      Common Stock would be converted into cash, securities or other property,
      other than a merger of the Company in which the holders of the Company's
      Common Stock immediately prior to the merger have, directly or
      indirectly, at least a 67% ownership interest in the outstanding Common
      Stock of the surviving corporation immediately after the merger.

      2.13  "Stock Option" means any option to purchase Common Stock granted
      pursuant to Section 6.

      2.14  "Subsidiary" means a company, domestic or foreign, of which not
      less than 50 percent of the voting shares are held by the Company or by
      a Subsidiary, whether or not such company now exists or is hereafter
      organized or acquired by the Company or by a Subsidiary.

      2.15 "Term of the Plan" means the period beginning on the Effective Date
      and ending on the earlier to occur of (i) the date the Plan is terminated
      by the Board in accordance with Section 16 and (ii) the day before the
      tenth anniversary of the Effective Date.

3.    Administration

      The Plan shall be administered by a committee of the Board (the
"Committee") consisting solely of two or more members of the Board, each of
whom shall qualify as a "Non-employee Director" within the meaning of Rule 16b-3
of the Exchange Act and also qualify as an "outside director" within the meaning
of Section 162(m) of the Code and regulations pursuant thereto. The Committee
shall have the power and authority to grant Stock Option awards to eligible
persons pursuant to the terms of the Plan.

      The Committee shall have authority in its discretion to interpret the
provisions of the Plan and to decide all questions of fact arising in its
application. Except as otherwise expressly provided in the Plan, the Committee
shall have authority to select the persons to whom Stock Option awards shall be
awarded under the Plan; to determine the size of each such Stock Option award;
to determine the time when the Stock Option awards shall be granted; to adopt,
alter and repeal such administrative rules, guidelines and practices governing
the Plan as it shall from time to time deem advisable; and to make all other
determinations necessary or advisable for the administration of the Plan.
Notwithstanding anything in the Plan to the contrary, in the event that the
Committee determines that it is

                                       16
advisable to grant awards which shall not qualify for the exception for
performance-based compensation from the tax deductibility limitations of
Section 162(m) of the Code, the Committee may make such grants or awards, or
may amend the Plan to provide for such grants or awards, without satisfying
the requirements of Section 162(m) of the Code.

      The Committee also shall have authority, in its discretion, to vary the
terms of the Plan to the extent necessary to comply with federal, state or
local law.

      All decisions made by the Committee pursuant to the provisions of the
Plan shall be final and binding on all persons who participate in the Plan.

      All expenses and liabilities incurred by the Committee in the
administration of the Plan shall be borne by the Company. The Committee may
employ attorneys, consultants, accountants or other persons in connection with
the administration of the Plan. The Company, and its officers and directors,
shall be entitled to rely upon the advice, opinions or valuations of any such
persons.

4.    Common Stock Subject to the Plan

      4.1   Share Reserve.  There shall be reserved and available for issuance
      under the Plan 3,000,000 shares of Common Stock, subject to such
      adjustment as may be made pursuant to Section 14.

      4.2   Source of Shares/Reversion of Shares.  Such shares may consist in
      whole or in part of authorized and unissued shares or treasury shares or
      any combination thereof as the Committee may determine.  Except as
      otherwise provided herein, any shares subject to an option which for any
      reason expires or is terminated unexercised, becomes unexercisable or is
      forfeited or otherwise terminated, or surrendered or canceled shall
      thereafter be available for further Stock Option awards under the Plan.
      No Stock Option awards may be granted following the end of the Term of
      the Plan.

      4.3   Code Section 162(m) Limitation. The total number of shares of
      Common Stock for which Stock Options that are subject to the attainment
      of performance criteria to protect against the loss of deductibility under
      Section 162(m) of the Code may be granted to any Participant during any
      twelve-month period shall not exceed 200,000 in the aggregate, subject to
      adjustment pursuant to Section 14.

5.    Eligibility to Receive Stock Option

      Stock Option awards may be granted to any employee, director, or officer
of, or advisor or consultant to, the Company or any Subsidiary, provided that
bona fide services shall be rendered by consultants or advisors and such
services must not be in connection with the offer and sale of securities in a
capital-raising transaction and must not directly or indirectly promote or
maintain a market for the Company's securities. Subject to the preceding
sentence, the Committee shall have the sole authority to select the persons to

                                       17
whom an award of Stock Options is to be granted hereunder and to determine the
award to be granted to each such person.

6.    Stock Options

      A Stock Option shall be subject to the following terms and conditions
not inconsistent with the terms of the Plan, as the Committee shall deem
desirable:

      6.1   Option Price. The Stock Option exercise price shall be fixed by the
      Committee and shall be equal to 100 percent of the Fair Market Value of
      the shares of Common Stock subject to the Stock Option at the time the
      option is granted. No Stock Option exercise price shall be re-priced or
      adjusted upward or downward other than as provided for in Section 14.

      6.2   Vesting Period. No Stock Option may be exercised during the first
      year after its date of grant. After the first anniversary of the date of
      grant, Stock Options may be exercised as to not more than 40 percent of
      the shares of Common Stock available for purchase under the Stock
      Options and, after each of the second, third and fourth anniversaries of
      the date of grant, it may be exercised as to not more than an additional
      20 percent of such shares plus any shares as to which the Stock Option
      might theretofore have been exercisable but shall not have been
      exercised. All Stock Options shall be fully vested and exercisable after
      the fourth anniversary of the date of grant.

      6.3   Exercise Term. Subject to Section 6.2, each Stock Option may be
      exercised in whole or in part, and from time to time, provided that no
      Stock Option shall be exercisable after ten years from the date of grant
      thereof.

      6.4   Payment for Shares. A Stock Option shall be deemed to be exercised
      when notice of such exercise has been given to the Company by the
      Participant entitled to exercise the Stock Option and full payment for
      the shares of Common Stock with respect to which the Stock Option is
      exercised has been received by the Company or its designated agent. No
      shares of Common Stock shall be issued to any Participant upon exercise
      of a Stock Option until the Company or its designated agent receives
      full payment therefor as described above. Upon the receipt of notice of
      exercise and full payment for the shares of Common Stock, the shares of
      Common Stock shall be deemed to have been issued and the Participant
      shall be entitled to receive such shares of Common Stock and shall be a
      stockholder with respect to such shares, and the shares of Common Stock
      shall be considered fully paid and nonassessable. No adjustment will be
      made for a dividend or other right for which the record date is prior to
      the date on which the stock is issued, except as provided in Section 14
      of the Plan. Each exercise of a Stock Option shall reduce, by an equal
      number, the total number of shares of Common Stock that may thereafter
      be purchased under such Stock Option.

                                       18
6.5   Rights upon Termination of Continuous Service. In the event that a
      Participant's Continuous Service terminates for any reason, other than
      death or Disability, the Participant (or any successor or legal
      representative) shall have the right to exercise the Stock Option to the
      extent that the Stock Option was exercisable at the time of termination,
      until the earlier of (i) the date 90 days after the effective date of
      such termination of Continuous Service, or such other date as otherwise
      determined by the Committee in its sole discretion, or (ii) the
      expiration of the term of the Stock Option. To the extent the Participant
      was not entitled to exercise the Stock Option at the time of termination
      of Continuous Service, or if the Participant does not exercise the Stock
      Option within the time specified herein, such Stock Option shall
      terminate.

            Notwithstanding the foregoing, the Participant (or any successor
      or legal representative) shall not have any rights under the Stock
      Option, and the Company shall not be obligated to sell or deliver shares
      of Common Stock (or have any other obligation or liability) under the
      Plan upon exercise of the Stock Option if the Committee shall determine
      in its sole discretion that the Participant's Continuous Service shall
      have been terminated for cause, including, but not limited to, the
      Participant having engaged or may engage in employment or activities
      competitive with the Company or any Subsidiary or contrary, in the opinion
      of the Committee, to the best interests of the Company or any Subsidiary.
      In the event of such determination, the Participant (or any successor or
      legal representative) shall have no right under such Stock Option to
      purchase any shares of Common Stock regardless of whether the Participant
      (or any successor or legal representative) shall have delivered a notice
      of exercise prior to the making of such determination.  Any Stock Option
      may be terminated entirely by the Committee at the time or at any time
      subsequent to a determination by the Committee under this Section 6.5,
      which has the effect of eliminating the Company's obligation to sell or
      deliver shares of Common Stock under such Stock Option.

            In the event that a Participant's Continuous Service terminates
      because such Participant either dies or is determined by the Committee
      to have a Disability prior to the expiration of the Stock Option and
      without the Participant's having fully exercised the Stock Option, the
      Participant or his successor or legal representative shall be fully
      vested in the Stock Option and shall have the right to exercise the
      Stock Option until the earlier of (i) the date twelve months following
      such event, or such other date as determined by the Committee in its
      sole discretion, or (ii) the expiration of the term of the Stock Option.
      If the Participant does not exercise the Stock Option within the time
      specified herein, such Stock Option shall terminate.

7.    No Stock Option Re-Pricing

      Neither the Board nor the Committee shall re-price or adjust upward or
downward the exercise price of any Stock Option, other than as provided for in
Section 14.

                                       19
8.    Rights of a Stockholder

      The recipient of any Stock Option award under the Plan shall have no
rights as a stockholder with respect thereto unless and until shares of Common
Stock are issued to the recipient.

9.    No Right to Continue Employment or Service

      Nothing in the Plan or any Stock Option award granted pursuant thereto
shall confer upon any Participant any right to continue to serve the Company or
any Subsidiary in the capacity in effect at the time the award was granted or
shall affect the right of the Company or any Subsidiary to terminate (i) the
employment of an employee with or without notice and with or without cause, (ii)
the service of a consultant or advisor pursuant to the terms of such
consultant's or advisor's agreement with the Company or any Subsidiary, or (iii)
the service of a director pursuant to the charter and bylaws of the Company or
any Subsidiary and any applicable provisions of the corporate law of the state
in which the Company or any Subsidiary is incorporated, as the case may be.

10.   Withholding

      The Company's obligation to deliver shares of Common Stock upon the
exercise of any Stock Option shall be subject to applicable foreign, federal,
state and local withholding tax requirements. Foreign, federal, state and local
withholding tax due under the terms of the Plan shall be paid by the
Participant.

11.   Indemnification

      No member of the Board or the Committee, nor any officer or employee of
the Company or a Subsidiary acting on behalf of the Board or the Committee,
shall be personally liable for any action, determination or interpretation taken
or made in good faith with respect to the Plan, and all members of the Board or
the Committee and each and any officer or employee of the Company or any
Subsidiary acting on their behalf shall, to the extent permitted by law, be
fully indemnified and protected by the Company in respect of any such action,
determination or interpretation.

12.   Non-Assignability

      No Stock Option award under the Plan shall be assignable or transferable
by the recipient thereof except by will, by the laws of descent and distribution
and by such other means as the Committee may approve from time to time. No right
or benefit hereunder shall in any manner be subject to the debts, contracts,
liabilities or torts of the person entitled to such right or benefit.

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13.   Nonuniform Determinations

      The Committee's determinations under the Plan (including without
limitation determinations of the persons to receive awards, the form, amount and
timing of such awards, and the terms and provisions of such awards) need not be
uniform and may be made by it selectively among persons who receive, or are
eligible to receive, Stock Option awards under the Plan, whether or not such
persons are similarly situated.

14.   Adjustments

      In the event of any change in the outstanding shares of Common Stock by
reason of a stock dividend, stock split, reverse stock split or distribution,
recapitalization, merger, reorganization, reclassification, consolidation,
split-up, spin-off, combination of shares, exchange of shares or other change
in corporate structure affecting the Common Stock and not involving the receipt
of consideration by the Company, the Committee shall make appropriate
adjustments in (A) the aggregate number of shares of Common Stock (i) reserved
for issuance under the Plan, (ii) for which grants may be made to any
Participant, and (iii) covered by outstanding unexercised grants denominated in
shares or units of Common Stock; (B) the exercise price applicable to
outstanding Stock Option awards or grants; and (C) shall make such other
adjustments as may be appropriate under the circumstances; provided that the
number of shares subject to any award or grant always shall be a whole number.

15.   Provisions Relating to Sale Events.

      (a)   The Company, at its option, may give each Participant at least ten
      business days written notice (or, if such notice period is not
      practicable, such shorter notice period as the Company determines in good
      faith is practicable) prior to the anticipated date of the consummation of
      a Sale Event. Upon receipt of such notice, and for a period of five
      business days thereafter (or such other period as may be specified in the
      Company's notice with respect to the Sale Event), each Participant will
      be permitted to exercise, in whole
      or in part, the unexercised portion of each Stock Option held by such
      Participant in accordance with the terms and conditions of the Plan and
      the award agreement relating such Option.

      (b)   Upon the consummation of the Sale Event, all Options will be
      canceled and forfeited to the extent they have not been exercised in
      accordance with the provisions of Section 15(a).

      (c)   If the Sale Event is not consummated, all Options exercised pursuant
      to the Company's notice of the Sale Event will be deemed not to have
      been exercised and will thereafter be exercisable to the same extent and
      on the same terms and conditions as if notice of the Sale Event had not
      been given by the Company.

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(d)   In lieu of delivering notice of a Sale Event pursuant to the
      provisions of Section 15(a), the Company, at its option, may cause the
      successor or acquiring corporation in connection with any Sale Event or,
      if applicable, the corporate parent of any such corporation (the
      "Successor Corporation"), to assume in writing the obligations of the
      Company under the Plan and the outstanding Stock Options awarded
      pursuant to the Plan. In such event, the number and kind of shares
      acquirable upon the exercise of the Stock Options and the exercise price
      applicable thereto will be adjusted appropriately and the Stock Options
      as so adjusted will be deemed solely to represent rights to acquire
      shares of the Successor Corporation in the manner provided in the
      agreements between the Company and the Successor Corporation.

16.   Termination and Amendment

      The Board may terminate or amend the Plan or any portion thereof at any
time and the Committee may amend the Plan to the extent provided in Section 3,
without approval of the stockholders of the Company. No amendment, termination
or modification of the Plan shall affect any Stock Option award theretofore
granted in any material adverse way without the consent of the recipient.

17.   Severability

      If any of the terms or provisions of this Plan, or awards made under
this Plan, conflict with the requirements of Section 162(m) of the Code with
respect to awards subject to, or governed by, Section 162(m) of the Code, then
such terms or provisions shall be deemed inoperative to the extent they so
conflict with the requirements of Section 162(m) of the Code. If this Plan does
not contain any provision required to be included herein under Section 162(m) of
the Code (as the same shall be amended from time to time), such provision shall
be deemed to be incorporated herein with the same force and effect as if such
provision had been set out herein.

18.   Effect on Other Plans

      Participation in this Plan shall not affect a Participant's eligibility
to participate in any other benefit or incentive plan of the Company or any
Subsidiary and any Stock Option awards made pursuant to this Plan shall not
be used in determining the benefits provided under any other plan of the
Company or any Subsidiary.

19.   Effective Date of the Plan

      The Plan shall become effective on October 26, 2000, but no Stock Option
shall be exercised unless and until the Plan has been approved by the
stockholders of the Company at the next annual meeting to be held in 2001, or
any adjournment thereof. If the Plan is not approved by the affirmative vote of
the holders of a majority of the shares of Common Stock present, or represented
at the meeting and entitled to vote thereon, the Plan shall not be, or become,
effective and any Stock Options granted under the Plan prior thereto shall
terminate and shall become null and void.

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20.   Governing Law

      This Plan and all agreements executed in connection with the Plan shall
be governed by, and construed in accordance with, the laws of the State of
Delaware, without regard to its conflicts of law doctrine.

21.   Gender and Number

      Words denoting the masculine gender shall include the feminine gender, and
words denoting the feminine gender shall include the masculine gender. Words
in the plural shall include the singular, and the singular shall include the
plural.

22.   No Strict Construction

      No rule of strict construction shall be applied against the Company, the
Committee, or any other person in the interpretation of any of the terms of the
Plan, any agreement executed in connection with the Plan, any award granted
under the Plan, or any rule, regulation or procedure established by the
Committee.

23.   Plan Provisions Control

      The terms of the Plan govern all awards granted under the Plan, and in
no event will the Committee have the power to grant any award under the Plan
which is contrary to any of the provisions of the Plan. In the event any
provision of any award granted under the Plan shall conflict with any term in
the Plan, the term in the Plan shall control.

24.   Headings

      The headings used in the Plan are for convenience only, do not constitute
a part of the Plan, and shall not be deemed to limit, characterize, or affect
in any way any provisions of the Plan, and all provisions of the Plan shall be
construed as if no captions had been used in the Plan.

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