SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BAYLESS CHARLES E

(Last)

(First)

(Middle)

C/O COMMERCE ENERGY GROUP, INC.

600 ANTON BLVD., SUITE 2000

(Street)

COSTA MESA,

92626

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMMERCE ENERGY GROUP, INC. [ EGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/16/2006

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 par value	05/12/2006		A		10,000⁽¹⁾	A	$0	112,000⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$1.17	05/12/2006		A		20,000		⁽³⁾	05/12/2012	Common Stock, $0.001 par value	20,000	$0	120,000	D

Explanation of Responses:

1. Grant of 10,000 shares of restricted Common Stock of Commerce Energy Group, Inc. (the "Company") pursuant to vesting restrictions under the Company's 2006 Stock Incentive Plan ("Restricted Stock"). Restricted Stock vests in full on January 1, 2007.

2. Includes 10,000 shares of Common Stock of Commerce Energy Group, Inc., which are subject to vesting restrictions.

3. The options vest ratably over one year in four equal installments, with 5,000 options vesting on each of August 12, 2006, November 12, 2006, February 12, 2007 and May 12, 2007.

Remarks:

This Form 4 amends the Form 4 filed with the Securities and Exchange Commission (the "SEC") by the Reporting Person on May 16, 2006 (the "Original Form 4"), to include (a) in Column 5 of Table I above, 2,000 shares of Common Stock held by the Reporting Person (the "Additional Shares"), and (b) in Column 9 of Table II above, options to purchase 50,000 shares of Common Stock held by the Reporting Person (the "Additional Derivative Securities"). The Additional Shares were originally reported in the Form 3 of the Reporting Person filed with the SEC on November 26, 2004; however, they were inadvertently omitted from Column 5 of Table I of the Original Form 4. The Additional Derivative Shares were originally reported in a Form 4 of the Reporting Person filed with the SEC on December 6, 2004; however, they were inadvertently omitted from Column 9 of Table II of the Original Form 4.

	/s/ JOHN F. DELLA GROTTA, Attorney-in-Fact for Charles E. Bayless	12/15/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.