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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * OSHMAN M KENNETH   2. Issuer Name and Ticker or Trading Symbol ECHELON CORP [ELON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman of the Board & CEO (Last) (First) (Middle) 550 MERIDIAN AVE,  3. Date of Earliest Transaction (Month/Day/Year) 05/27/2009 (Street) SAN JOSE, CA 95126 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 05/27/2009   M   6,250 A (9) 6,250 D   Common Stock 05/27/2009   F   2,690 D $ 7.12 3,560 D   Common Stock 05/29/2009   G V 3,560 D $ 0 0 D   Common Stock 05/29/2009   G V 3,560 A $ 0 2,908,607 I See footnote (1) Common Stock               16,452 I See footnote (2) Common Stock               16,452 I See footnote (3) Common Stock               300,000 I See footnote (4) Common Stock               300,000 I See footnote (5) Common Stock               458,326 I See footnote (6) Common Stock               458,326 I See footnote (7) Common Stock               488,428 I See footnote (8)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Shares

(9)

05/27/2009

M

6,250

(10)

05/27/2012

Common Stock

6,250

$ 0

18,750

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
OSHMAN M KENNETH 550 MERIDIAN AVE SAN JOSE, CA 95126	X	X	Chairman of the Board & CEO
OSHMAN TRUST DATED 7 10 1979 C/O M KENNETH OSHMAN ECHELON CORP., 550 MERIDIAN AVE SAN JOSE, CA 95126		X
O S VENTURES C/O M KENNETH OSHMAN ECHELON CORP., 550 MERIDIAN AVE SAN JOSE, CA 95126		X

Signatures

/s/ Oliver R. Stanfield, attorney-in-fact for M. Kenneth Oshman		05/29/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These shares are held by the Oshman Trust dated July 10, 1979 (the "Oshman Trust"), of which the Reporting Person and his spouse, Barbara S. Oshman, serve as co-trustees.
(2)	These shares are held by the M. Kenneth Oshman 2008 Annuity Trust dated Febuary 19, 2008 (the "K. Oshman 2008 Annuity Trust"). 282,620 shares previously reported as indirectly beneficially owned by the K. Oshman 2008 Annuity Trust were transferred from the K. Oshman 2008 Annuity Trust to the M. Kenneth Oshman 2009 Annuity Trust dated 2/20/09 (the "K. Oshman 2009 Annuity Trust").
(3)	These shares are held by the Barbara S. Oshman 2008 Annuity Trust dated February 19, 2008 (the "B. Oshman 2008 Annuity Trust"). 282,620 shares previously reported as indirectly beneficially owned by the B. Oshman 2008 Annuity Trust were transferred from the B. Oshman 2008 Annuity Trust to the B. Oshman 2009 Annuity Trust dated 2/20/09 (the "B. Oshman 2009 Annuity Trust").
(4)	These shares are held by the M. Kenneth Oshman 2008A Annuity Trust dated August 1, 2008.
(5)	These shares are held by the Barbara S. Oshman 2008A Annuity Trust dated August 1, 2008.
(6)	These shares are held by the K. Oshman 2009 Annuity Trust. 175,706 shares previously reported as indirectly beneficially owned by the M. Kenneth Oshman Annuity Trust II dated February 15, 2007 (the "K. Oshman 2007 Annuity Trust") were transferred from the K. Oshman 2007 Annuity Trust to the K. Oshman 2009 Annuity Trust.
(7)	These shares are held by the B. Oshman 2009 Annuity Trust. 175,706 shares previously reported as indirectly beneficially owned by the Barbara S. Oshman Annuity Trust II dated February 15, 2007 (the "B. Oshman 2007 Annuity Trust") were transferred from the B. Oshman 2007 Annuity Trust to the B. Oshman 2009 Annuity Trust.
(8)	These shares are held by O-S Ventures, a general partnership, of which the Reporting Person is general partner.
(9)	Each performance share represents the right to receive one share of the Issuer's Common Stock.
(10)	6,250 of the 25,000 shares granted to M. Kenneth Oshman under the Issuer's 1997 Stock Plan were vested and released to M. Kenneth Oshman effective May 27, 2009. Such 25,000 share grant vests at the following rate: 1/4th of such shares on May 27, 2009 and on each one year anniversary thereafter.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.