UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

~~February~~March 281, 2011

LECG CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		000-50464		81-0569994
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

80 Lancaster Avenue
Devon, Pennsylvania		19333
(Address of principal executive offices)		(Zip Code)

(610) 254-0700

(Company’s telephone number, including area code)

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 (see General Instruction A.2. below):

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 1.01 Entry into a Material Definitive Agreement.

~~LECG~~The ~~Corporation~~disclosure and certain of its direct and indirect subsidiaries (collectively, the “LECG Entities”) are parties to a Credit Agreement dated as of May 15, 2007, as amended (the “Credit Agreement”), with the Bank of Montreal (the “Administrative Agent”) and the syndicate bank members under ~~the~~Item ~~Credit Agreement (collectively, the “Lenders”)~~2. On01 ~~February 28,~~below ~~2011,~~is ~~the~~incorporated ~~parties~~in tothis ~~the~~Item ~~Credit Agreement entered into the Tenth Amendment and Limited Duration Waiver to the Credit Agreement~~1.01.

~~Under~~Item ~~the~~2.01 ~~Tenth~~Completion ~~Amendment:~~of Acquisition or Disposition of Assets.

~~· The~~On ~~Administrative~~March 1, ~~Agent~~2011, ~~and~~pursuant ~~the~~to ~~Lenders,~~an ~~for~~Instrument aof ~~limited~~Assignment, ~~period~~LECG Corporation and ~~subject~~LECG toPartners ~~certain conditions~~LLP, ~~waived~~which ~~the~~provides ~~LECG~~attest ~~Entities’~~services ~~failure~~under toan bealternative inpractice ~~compliance~~structure, ~~with~~transferred certain ~~representations~~assets of their U.S. tax, consulting and ~~warranties~~business advisory, and ~~financial~~assurance practices of its Consulting and ~~non-financial~~Governance ~~covenants~~business ~~under~~segment ~~the~~to ~~facility~~Grant Thornton LLP.

~~· The~~In ~~LECG~~conjunction ~~Entities~~with ~~have~~this ~~agreed~~transaction, toapproximately ~~continue~~33 tomanaging ~~pursue~~directors ~~the~~of ~~sale~~LECG, ofand ~~that~~substantially ~~portion~~all of ~~their~~the ~~assets~~client-serving employees and ~~business~~administrative ~~lines~~staff asserving ~~will~~under ~~raise~~these ~~the~~managing ~~funds~~directors, ~~needed~~became toemployees ~~repay~~of ~~the~~Grant Thornton. As consideration, Grant Thornton paid LECG ~~Entities’~~$6.325 ~~obligations~~million, toof ~~the~~which ~~Lenders~~$5.775 bymillion ~~the~~represented ~~end~~$175,000 ofper ~~March 2011~~managing director that joined Grant Thornton.

~~· The~~A non-binding letter of intent dated February 25, 2011 between the parties contemplates additional, related transactions, expected to close in the immediate future. LECG ~~Entities~~expects ~~must~~to ~~operate~~sell ~~their~~LECG’s ~~business~~account receivables and work-in-progress ~~accordance~~attributed ~~with~~to anthe ~~agreed~~above-referenced ~~upon~~practices ~~cash~~to ~~budget~~Grant ~~through~~Thornton and to sell LECG’s U.K.-based consulting and business advisory practice to Grant Thornton or Grant Thornton’s U.K. member firm. When consummated, these transactions will represent the ~~end~~divestiture by LECG of ~~March 2011~~a substantial part of its Consulting and Governance segment.

~~· The~~This ~~proceeds of any sale~~ transaction, ~~which~~does ~~are~~not ~~subject~~cover toLECG’s ~~prior~~other ~~approval~~European ~~of the Lenders~~practices, ~~must~~which beinclude ~~deposited~~economics ~~into~~consulting, aforensic ~~cash~~accounting ~~collateral~~services ~~account. The~~and ~~Lenders~~tax ~~have agreed to allow the LECG Entities to use a portion of the net proceeds from the initial business unit sale provided the LECG Entities are in compliance with the terms of the Tenth Amendment~~services.

· The LECG Entities are required to pay the Lenders and the Administrative Agent a fee of $1,000,000 as consideration for the limited duration waiver. The fee is reduced to $500,000 if, among other things, the obligations of the LECG Entities under the Credit Agreement are repaid by the end of March 2011.

The Tenth Amendment is filed as Exhibit 99.1 to this current report.

Item 9.01 Financial Statements and Exhibits.

992.1 Instrument ~~Tenth~~of ~~Amendment~~Assignment ~~and Limited Duration Waiver to Credit Agreement~~ entered into as of ~~February 28~~March 1, 2011 among ~~Smart~~LECG ~~Business Advisory and Consulting~~Corporation, ~~LLC,~~ LECG, ~~LLC,~~Partners ~~the Guarantors under the Credit Agreement~~LLP, and ~~the~~Grant ~~Lenders~~Thornton ~~under the Credit Agreement~~LLP.

SIGNATURE

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.

		LECG CORPORATION
Dated: March 4, 2011	By:	/s/ Warren D. Barratt
Dated: March 7, 2011	By:	/s/ Warren D. Barratt
		Warren D. Barratt
		Warren D. Barratt Chief Financial Officer
		Chief Financial Officer

INDEX

992.1 Instrument ~~Tenth~~of ~~Amendment~~Assignment ~~and Limited Duration Waiver to Credit Agreement~~ entered into as of ~~February~~March 281, 2011 among ~~Smart~~LECG ~~Business Advisory and Consulting~~Corporation, ~~LLC,~~ LECG, ~~LLC,~~Partners ~~the Guarantors under the Credit Agreement~~LLP, and ~~the~~Grant ~~Lenders~~Thornton ~~under the Credit Agreement~~LLP.

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