UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~December~~January 2221, ~~2010~~2011

EnergyConnect Group, Inc.

(Exact name of Company as specified in its charter)

___________

(Commission File Number)

Oregon	93-0935149
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

901 Campisi Way, Suite 260

Campbell, CA 95008

(Address of principal executive offices, with zip code)

(408) 370-3311

(Company’s telephone number, including area code)

___________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.0302 ~~Amendments~~Departure toof ~~Articles~~Directors or Certain Officers; Election of ~~Incorporation~~Directors; orAppointment ~~Bylaws~~of Certain Officers; ~~Change~~Compensatory inArrangements ~~Fiscal~~of ~~Year.~~Certain Officers

On ~~December~~January 2221, ~~2010~~2011, the Compensation Committee of the Board of Directors of EnergyConnect Group, Inc. (the “~~Company~~Compensation Committee”) ~~adopted~~approved the ~~following~~EnergyConnect ~~amendments~~Group, Inc. Incentive Plan. The Plan is effective as of January 20, 2011 and shall continue in effect until modified or terminated by the Compensation Committee. The purposes of the plan is to drive superior performance of the ~~Company’s~~company, ~~Bylaws~~to (align, motivate and reward eligible employees by making a portion of their cash compensation dependent on the ~~“Amendments”):~~achievement of certain performance goals and to retain key executives. Officers and other key employee designated by the Compensation Committee are eligible to participate in the plan.

·Bonuses ~~Section~~paid 1under the plan will be based on attainment of ~~ARTICLE~~corporate Iand ~~previously~~strategic ~~provided~~business ~~that~~objectives and/or the ~~Company~~participant’s ~~annual~~contribution ~~meeting~~to ofthe company. The plan administrator will establish the ~~shareholders~~performance ~~would~~period beor ~~held~~periods onfor the ~~first~~plan, ~~Tuesday~~the inperformance goals for each performance period and the ~~month~~target ofbonus ~~June~~amount for each ~~year~~participant. Performance ~~unless~~goals aand ~~different~~target ~~date~~bonus ~~was~~amounts ~~fixed~~may be established, and once established, may be modified, by the ~~Board~~Compensation –Committee ~~the~~at ~~Amendments~~any ~~deleted~~time, as determined appropriate in the ~~fixed~~Compensation ~~date~~Committee’s ~~concept~~sole sodiscretion. Performance ~~the~~goals ~~Board~~may include one or ~~others~~more ~~entitled~~objective measurable performance factors, including, but not limited to, ~~call~~the ~~shareholders~~following: ~~meetings~~(i) ~~must~~operating ~~affirmatively~~income; ~~set~~(ii) aearnings ~~meeting~~before ~~date~~interest, intaxes, ~~order~~depreciation ~~for~~and ~~the~~amortization; ~~annual~~(iii) ~~meeting~~earnings; to(iv) becash ~~held.~~flow; In(v) amarket ~~related~~share; ~~change,~~(vi) ~~Section~~sales 2or ~~was~~revenue; ~~deleted~~(vii) inexpenses; ~~its~~(viii) ~~entirety,~~cost ~~which~~of ~~had~~goods ~~previously~~sold; ~~specified~~(ix) ~~that~~profit/loss ~~the~~or ~~CEO~~profit margin; (x) working capital; (xi) return on equity or ~~Chairman~~assets; ~~could~~(xii) ~~unilaterally~~debt ~~call~~or andebt-to-equity; ~~annual~~(xiii) ~~shareholders~~accounts ~~meeting~~receivable; if(xiv) itwriteoffs; ~~was~~(xv) ~~not~~cash; ~~held~~(xvi) ~~within~~assets; 60(xvii) ~~days~~liquidity; of(xviii) operations; (xvix) product development; (xx) regulatory activity; (xxi) management; (xxii) human resources; (xxiii) corporate governance; (xxiv) information technology; (xxv) business development; (xxvi) strategic alliances, licensing and partnering; (xxvii) mergers and acquisitions or divestitures; and/or (xxviii) financings, each with respect to the ~~fixed~~Company ~~date~~and/or ~~previously~~one ~~specified~~or inmore ~~Section~~of 1its affiliates or operating units.

·The ~~Section~~administrator 2has ofreserved ~~ARTICLE~~the Iright, ~~(previously~~in ~~Section~~its 3)sole ~~provided~~discretion, ~~that~~to ~~special~~increase, ~~meetings~~reduce ofor eliminate the ~~shareholders~~amount ~~could~~of bea ~~called~~bonus byotherwise payable to a participant with respect to any performance period. A participant must be on the ~~President,~~company's payroll at the ~~Board~~end of ~~Directors~~the orapplicable ~~shareholders~~performance ~~holding~~period atto ~~least~~be ~~10%~~eligible ofto receive a bonus under the ~~outstanding~~plan. Bonuses ~~shares~~paid –under the ~~Amendments~~plan ~~deleted~~will be paid in cash as soon as practicable following the ~~ability~~end of ~~shareholders~~the toapplicable ~~call~~performance ~~special~~period ~~meetings~~and, in any event, by March 15th of the ~~shareholders~~year following the year in with the Performance Period ends.

·A ~~Section~~copy 3 of ~~ARTICLE I (previously Section 4) provided that shareholder meetings would be held at~~ the ~~Company’s~~Incentive ~~principal~~Plan ~~office~~is ifattached ~~not~~hereto ~~designated~~as byExhibit ~~the~~10.1 ~~Board~~and –incorporated ~~the Amendments deleted the default location so a location must be affirmatively specified~~ by ~~the~~reference ~~Board or others entitled to call shareholder meetings~~herein.

·Item ~~Section~~9.02 ~~12(b)~~Financial ofStatements ~~ARTICLE~~and ~~I (previously Section 13(b)) provided that shareholders could act by written consent – the Amendments deleted this provision~~Exhibits.

· Section 5 of ARTICLE II previously provided at least 3 days notice of Board meetings – the Amendments changed this to 48 hours notice.

· Section 8 of ARTICLE II – the Amendments added the ability of directors to act by written consent using electronic transmissions to evidence their consent.

· Section 10 of ARTICLE II previously specified that any vacancy on the Board not filled by the directors shall be filled by election at an annual meeting of shareholders called for that purpose – the Amendments deleted this concept to clarify that vacancies on the Board need not be filled at an annual meeting of shareholders.

· Section 14 of ARTICLE II previously provided that directors could be removed at a shareholders meeting – the Amendments clarify that director removal can only occur at a special shareholders meeting (which can only be called by the President and Board in light of the changes to Section 2 of ARTICLE I described above).

· Section 8 of ARTICLE IV previously provided that the agenda for special shareholder meetings would be set by the person calling the meeting – the Amendments deleted this provision.

· Section 14 of ARTICLE IV was amended to clarify that the Board need not specify the compensation of the Company’s officers.

· A new Section 8 was added to ARTICLE V that provides that the director and officer indemnification rights provided in the Bylaws shall be contractual rights with each individual that cannot be repealed or amended with respect to such individual without their consent.

· A new ARTICLE VIII was inserted and the previous ARTICLE VIII was moved down to become ARTICLE IX. The new ARTICLE VIII provides for a staggered Board of Directors to be created by the Board prior to the Company’s next annual meeting of shareholders following the 2010 annual meeting. The Board will be divided into 3 classes with as nearly equal numbers of directors in each as possible. Only one class of directors will be elected at each annual meeting held after the 2010 annual meeting and the terms of the other directors will be extended until their class is up for election. Conforming changes were made to Section 2 and Section 10(b) of ARTICLE II

The amended and restated Bylaws are attached hereto as Exhibit 3.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Bylaws, as amended and restated on December 22, 2010.

10.1

EnergyConnect Group, Inc. Incentive Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 22, 2010	ENERGYCONNECT GROUP, INC.
Date: January 27, 2011	ENERGYCONNECT GROUP, INC.
	By:	/s/ Kevin R. Evans
	Name:	Kevin R. Evans
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
3.1		Bylaws, as amended and restated on December 22, 2010.

Filing Compare · EnergyConnect Group Inc