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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) January 25, 2007
 Commerce Energy Group, Inc.
   
  001-32239
    
    20-0501090(Commission File Number)
    
    (IRS Employer Identification No.)
 600 Anton Blvd., Suite 2000
Costa Mesa, California
    
    92626(Address of principal executive offices)
    
    (Zip Code)
  
  
   o
    
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)o
    
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o
    
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))o
    
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




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TABLE OF CONTENTS  Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 8.01. Other Events.Item 9.01. Financial Statements and ExhibitsSIGNATURESEXHIBIT INDEXEXHIBIT 99.1EXHIBIT 99.2EXHIBIT 99.3EXHIBIT 99.4EXHIBIT 99.5EXHIBIT 99.6    Table of Contents  
 Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 Commerce Energy Group, Inc. Bonus Program
  Background.
 Eligibility.
 Determination of Bonus.
 Bonus Payments.
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Amendment to the Employment Agreement and the Restricted Stock Agreement for Steven S. Boss
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Amendment to the Employment Agreement and the Restricted Stock Agreement for Lawrence Clayton, Jr.
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Item 8.01. Other Events.
 Amended and Restated Non-Employee Director Compensation Policy
   
    
    changed the initial equity award given to each non-employee director following
such directors initial appointment or election to the Board from (a) an issuance
of 10,000 shares of restricted common stock of the Company, vesting in full on the
first day of the month in which the one year anniversary of the date of issuance
occurs, and a grant of an option to purchase 20,000 shares of the Companys
common stock, vesting quarterly at a rate of one quarter (1/4) of the amount of the
grant on each three-month anniversary of the date of grant; to (b) an issuance of
20,000 shares of restricted common stock of the Company, vesting in full on the
first day of the month in which the one year anniversary of the date of issuance
occurs; and
    
    changed the annual equity award given to each non-employee director following
such directors re-election or continuation in office as an incumbent director from
(a) an issuance of 10,000 shares of restricted common stock of the Company, vesting
in full on January 1 of the next succeeding calendar year after the date of
issuance, and a grant of an option to purchase 20,000 shares of the
Companys common stock, vesting quarterly at a rate of one quarter (1/4) of the
amount of the grant on each three-month anniversary of the date of grant; to (b) an
issuance of 20,000 shares of restricted common stock of the Company vesting in full
on January 1 of the next succeeding calendar year after the date of issuance.
   Cash Compensation
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Equity-Based Awards
  Annual Grant of Restricted Stock to Non-Employee Directors
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Item 9.01. Financial Statements and Exhibits.
 Exhibit No.
    
    Description99.1
    
    Commerce Energy Group, Inc. Bonus Program, effective January 25, 2007.99.2
    
    Amendment No. 1 to Employment Agreement dated January 25, 2007, by
and between Commerce Energy Group, Inc. and Steven S. Boss.99.3
    
    Amendment No. 1 to Restricted Stock Agreement dated January 25, 2007,
by and between Commerce Energy Group, Inc. and Steven S. Boss.99.4
    
    Amendment No. 2 to Employment Agreement dated January 25, 2007, by
and between Commerce Energy Group, Inc. and Lawrence Clayton, Jr.99.5
    
    Amendment No. 1 to Restricted Stock Agreement dated January 25, 2007,
by and between Commerce Energy Group, Inc. and Lawrence Clayton, Jr.99.6
    
    Amended and Restated Non-Employee Director Compensation Policy,
Effective January 25, 2007.99.7
    
    Form of Restricted Share Award Agreement (for Non-Employee Directors)
pursuant to the Commerce Energy Group, Inc. 2006 Stock Incentive
Plan, previously filed with the SEC on April 20, 2006 as Exhibit 4.13
to Commerce Energy Group, Inc.s Registration Statement Form S-8
(File No. 333-133442) filed with the SEC on April 20, 2006 and
incorporated herein by reference.
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SIGNATURES
  COMMERCE ENERGY GROUP, INC.,
a Delaware corporationDate: January 31, 2007
    By:

/S/ STEVEN S. BOSSSteven S. BossChief Executive Officer - 8 -




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EXHIBIT INDEX
 Exhibit No.
    
    Description99.1
    
    Commerce Energy Group, Inc. Bonus Program, effective January 25, 2007.99.2
    
    Amendment No. 1 to Employment Agreement dated, January 25, 2007, by
and between Commerce Energy Group, Inc. and Steven S. Boss.99.3
    
    Amendment No. 1 to Restricted Stock Agreement, dated January 25,
2007, by and between Commerce Energy Group, Inc. and Steven S. Boss.99.4
    
    Amendment No. 2 to Employment Agreement, dated January 25, 2007, by
and between Commerce Energy Group, Inc. and Lawrence Clayton, Jr.99.5
    
    Amendment No. 1 to Restricted Stock Agreement, dated January 25,
2007, by and between Commerce Energy Group, Inc. and Lawrence
Clayton, Jr.99.6
    
    Amended and Restated Non-Employee Director Compensation Policy,
Effective January 25, 2007.99.7
    
    Form of Restricted Share Award Agreement (for Non-Employee Directors)
pursuant to the Commerce Energy Group, Inc. 2006 Stock Incentive
Plan, previously filed with the SEC on April 20, 2006 as Exhibit 4.13
to Commerce Energy Group, Inc.s Registration Statement Form S-8
(File No. 333-133442) filed with the SEC on April 20, 2006 and
incorporated herein by reference.