8-K

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

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                                    FORM 8-K

                                 CURRENT REPORT

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

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       Date of Report (Date of earliest event reported): December 20, 2006


                               AKEENA SOLAR, INC.
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             (Exact name of registrant as specified in its charter)


           Delaware                333-139087               20-5132054
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 (State or other jurisdiction     (Commission              (IRS Employer
      of incorporation)           File Number)          Identification No.)


         605 University Avenue, Los Gatos, CA                  95032
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       (Address of Principal Executive Offices)             (Zip Code)


       Registrant's telephone number, including area code: (408) 395-7774


                                       N/A
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          (Former name or former address, if changed since last report)


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      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant 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 1.01.    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On December 20, 2006, the holder of a majority of our outstanding shares
of common stock voted to approve the First Amendment to the Akeena Solar, Inc.
2006 Incentive Stock Plan (the "First Amendment"). The First Amendment increased
the number of shares available for issuance under the 2006 Incentive Stock Plan
to 1,000,000 shares of our common stock from 450,000 shares of our common stock,
and deleted a provision that capped at 150,000 the number of shares of our
common stock that could be subject to options granted to any individual in any
calendar year.

      The foregoing does not constitute a complete summary of the First
Amendment or the 2006 Incentive Stock Plan. Reference is made to the complete
text of the First Amendment annexed hereto as Exhibit 10.1 and the complete text
of the 2006 Incentive Stock Plan filed as Exhibit 10.1 to our Current Report on
Form 8-K filed on August 14, 2006.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

EXHIBIT NO.    DESCRIPTION
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   10.1        First Amendment to the Akeena Solar, Inc. 2006 Incentive Stock
               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 thereunto duly authorized.

Date: December 27, 2006                  AKEENA SOLAR, INC.


                                         By: /s/David "Lad" Wallace
                                            -----------------------------
                                              David "Lad" Wallace
                                              Chief Financial Officer




                                  EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION
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   10.1        First Amendment to the Akeena Solar, Inc. 2006 Incentive Stock
               Plan

EX-10.1

                                                                    EXHIBIT 10.1

                             FIRST AMENDMENT TO THE
                               AKEENA SOLAR, INC.
                            2006 INCENTIVE STOCK PLAN

      THIS FIRST AMENDMENT to the 2006 Incentive Stock Plan (the "Plan") of
Akeena Solar, Inc. (the "Company") is made as of this 20th day of December,
2006.

                                  INTRODUCTION

      The Board of Directors administers the Plan, which was adopted on August
8, 2006. The Board of Directors now desires to amend the Plan to increase the
number of shares of common stock, par value $0.001 per share, of the Company
subject to the Plan to 1,000,000 shares from 450,000 shares.

                                    AMENDMENT

      NOW, THEREFORE, the Board of Directors hereby amends the Plan, effective
December 20, 2006, by deleting the text of Section 4 in its entirety and
replacing it with the following:

            "Subject to adjustment as provided in Section 8 hereof, a total of
      1,000,000 shares of the Company's common stock, par value $0.001 per share
      (the "Stock"), shall be subject to the Plan. The number of shares of Stock
      that may be subject to Options granted under the Plan to any individual in
      any calendar year shall conform to any requirements applicable to
      performance-based compensation under Section 162(m) of the Code, if
      qualification as performance-based compensation under Section 162(m) of
      the Code is intended. The shares of Stock subject to the Plan shall
      consist of unissued shares, treasury shares or previously issued shares
      held by any Subsidiary of the Company, and such amount of shares of Stock
      shall be and is hereby reserved for such purpose. Any of such shares of
      Stock that may remain unissued and that are not subject to outstanding
      Options at the termination of the Plan shall cease to be reserved for the
      purposes of the Plan, but until termination of the Plan the Company shall
      at all times reserve a sufficient number of shares of Stock to meet the
      requirements of the Plan. Should any Option or share of Restricted Stock
      expire or be canceled prior to its exercise or vesting in full or should
      the number of shares of Stock to be delivered upon the exercise or vesting
      in full of an Option or share of Restricted Stock be reduced for any
      reason, the shares of Stock theretofore subject to such Option or share of
      Restricted Stock may be subject to future Options or shares of Restricted
      Stock under the Plan, except where such reissuance is inconsistent with
      the provisions of Section 162(m) of the Code where qualification as
      performance-based compensation under Section 162(m) of the Code is
      intended."