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): ~~October~~January 1727, ~~2008~~2009

COMMERCE ENERGY GROUP, INC.

(Exact Name of registrant as specified in its charter)

Delaware	001-32239	20-0501090
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Anton Blvd., Suite 2000 Costa Mesa, California		92626
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (714) 259-2500

Not Applicable

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

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:

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))

Item 1 5.02. ~~Termination~~ Departure of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement.~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On ~~October~~ 17January 28, ~~2008~~2009, ~~Commerce and Tenaska Power Services Co~~C. ~~(“Tenaska”) jointly~~Douglas ~~terminated~~Mitchell, anNoma ~~Agreement~~S. toBates ~~Provide QSE~~ and ~~Marketing~~Carol ~~Services (the “QSE Agreement”), dated August 1, 2005~~A. ~~The~~Stokes ~~termination~~resigned isas ~~effective~~directors ~~on the earlier~~ of ~~(i) November 5, 2008 or (ii) the time and date the Electric~~Commerce ~~Reliability~~Energy ~~Council of Texas~~Group, Inc. (the “~~ERCOT~~Corporation”) ~~completes~~effective aupon ~~move~~the ofeffectiveness ~~Commerce’s Load~~of ~~Serving~~the ~~Entity~~amendment ~~from~~to ~~Tenaska’s~~the ~~Qualified~~Bylaws ~~Scheduling~~disclosed ~~Entity~~in Item 5.03(~~“QSE”~~a) ~~to another QSE~~ below.

~~Pursuant to~~(d) On January 27, 2009, Rohn Crabtree, the sole ~~QSE~~remaining ~~Agreement~~director of the Corporation, ~~Tenaska~~took ~~served~~action aspursuant ~~Commerce~~to Section 3.7 of Article III of the Corporation’s ~~QSE~~Second inAmended ~~Texas.~~and ~~Commerce~~Restated ~~has~~Bylaws ~~applied~~(the “Bylaws”) to ~~ERCOT~~appoint toC. ~~act~~Douglas asMitchell, ~~its~~the ~~own~~Corporation’s ~~QSE~~Chief Financial ~~continuing~~Officer toand ~~use~~Secretary ~~the~~and ~~services~~an employee of ~~Tenaska through~~the anCorporation’s ~~Agency~~former subsidiary, ~~Agreement~~Commerce Energy, Inc. (“Commerce”), and ~~Tenaska~~Noma ~~jointly~~S. ~~agreed~~Bates ~~to terminate~~and ~~the~~Carol ~~QSE~~A. ~~Agreement~~Stokes, ~~and~~employees ~~there~~of ~~are~~Commerce, noas ~~early~~Class III ~~termination~~directors ~~penalties~~of the Corporation.

~~SIGNATURES~~C. Douglas Mitchell, Noma S. Bates and Carol A. Stokes will not receive any compensation for their service as directors of the Corporation and will not be appointed to any committees of the Corporation’s Board of Directors.

~~Pursuant~~Additionally, toNone ~~the~~of ~~requirements~~C. Douglas Mitchell, Noma S. Bates or Carol A. Stokes was selected as a director of the Corporation pursuant to any understanding with any other person and ~~Securities~~there ~~Exchange~~are ~~Act~~no offamily ~~1934,~~relationships ~~Commerce~~between ~~Energy~~C. ~~Group~~Douglas Mitchell, ~~Inc~~Noma S. ~~has~~Bates ~~duly caused~~or ~~this~~Carol ~~report~~A. toStokes beand ~~signed~~any onother ~~its~~director ~~behalf~~or byexecutive ~~the~~officer ~~undersigned,~~of ~~thereunto~~the ~~duly authorized~~Corporation.

	COMMERCE ENERGY GROUP, INC., a Delaware corporation
Date: October 23, 2008	By: /s/ C. Douglas Mitchell
	Chief Financial Officer

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a) Effective January 28, 2009, the Board of Directors of the Corporation amended Section 3.2 of Article III of the Bylaws to eliminate the requirement that the number of authorized directors of the Corporation, as determined from time to time by the Corporation’s Board of Directors, be within a range of five to eleven directors (the “Amendment”). The text of Section 3.2 of Article III of the Bylaws, as amended reads as follows:

“Number. Subject to the rights, if any, of any series of Preferred Stock then outstanding, the authorized number of Directors of the Corporation shall be established, from time to time, by resolution of the Board.”

Following the adoption of the Amendment, the Board of Directors of the Corporation established the authorized number of directors of the Corporation at one director effective upon the effectiveness of the resignations of C. Douglas Mitchell, Noma S. Bates and Carol A. Stokes.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description

3.02		Amendment to Second Amended and Restated Articles of Incorporation of Commerce Energy Group, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Commerce Energy Group, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	COMMERCE ENERGY GROUP, INC. a Delaware corporation

Date: February 2, 2009	By:	/s/ C. DOUGLAS MITCHELL
		C. Douglas Mitchell
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description

3.02		Amendment to Second Amended and Restated Articles of Incorporation of Commerce Energy Group, Inc.

Filing Compare · COMMERCE ENERGY GROUP, INC.