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

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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 _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 550 MERIDIAN AVE 3. Date of Earliest Transaction (Month/Day/Year) 05/26/2011 (Street) SAN JOSE, CA 95126 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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 05/26/2011   M   19,500 A (11) 19,500 D   Common Stock 05/26/2011   F   7,152 D $ 9.44 12,348 D   Common Stock 05/27/2011   M   6,250 A (11) 18,598 D   Common Stock 05/27/2011   F   2,292 D $ 9.44 16,306 D   Common Stock 05/27/2011   G V 12,348 D $ 0 3,958 D   Common Stock 05/27/2011   G V 12,348 A $ 0 1,842,484 I See footnote (1) Common Stock 05/27/2011   S   12,348 (12) D $ 9.4142 (15) 1,830,136 I See footnote (1) Common Stock 05/31/2011   G V 3,958 D $ 0 0 D   Common Stock 05/31/2011   G V 3,958 A $ 0 1,834,094 I See footnote (1) Common Stock 05/31/2011   S   3,958 (12) D $ 9.4901 (16) 1,830,136 I See footnote (1) Common Stock               210,492 I See footnote (2) Common Stock               210,492 I See footnote (3) Common Stock               89,508 I See footnote (4) Common Stock               89,508 I See footnote (5) Common Stock               98,107 I See footnote (6) Common Stock               98,107 I See footnote (7) Common Stock               268,638 I See footnote (9) Common Stock               268,638 I See footnote (10) Common Stock               488,428 I See footnote (8)

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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

(11)

05/26/2011

M

19,500

(13)

05/26/2014

Common Stock

19,500

$ 0

58,500

D

Performance Shares

(11)

05/27/2011

M

6,250

(14)

05/27/2012

Common Stock

6,250

$ 0

6,250

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
OSHMAN M KENNETH 550 MERIDIAN AVE SAN JOSE, CA 95126	X		Executive Chairman

Signatures

/s/ Oliver R. Stanfield, attorney-in-fact for M. Kenneth Oshman		05/31/2011
**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, 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 2010A Annuity Trust dated August 18, 2010.
(3)	These shares are held by the Barbara S. Oshman 2010A Annuity Trust dated August 18, 2010.
(4)	These shares are held by the M. Kenneth Oshman 2009A Annuity Trust dated August 4, 2009.
(5)	These shares are held by the Barbara S. Oshman 2009A Annuity Trust dated August 4, 2009.
(6)	These shares are held by the M. Kenneth Oshman 2010 Annuity Trust dated February 23, 2010.
(7)	These shares are held by the Barbara S. Oshman 2010 Annuity Trust dated February 23, 2010.
(8)	These shares are held by O-S Ventures, a general partnership, of which M. Kenneth Oshman is general partner.
(9)	These shares are held by the M. Kenneth Oshman 2011 Annuity Trust #1 dated February 25, 2011.
(10)	These shares are held by the Barbara S. Oshman 2011 Annuity Trust #1 dated February 25, 2011.
(11)	Each performance share represents the right to receive one share of the Issuer's Common Stock.
(12)	This trade was executed pursuant to a Rule 10b5-1 trading plan adopted on March 7, 2011.
(13)	19,500 of the 78,000 shares granted to M. Kenneth Oshman under the Issuer's 1997 Stock Plan (the "Plan") were vested and released to M. Kenneth Oshman effective May 26, 2011. Such 78,000 share grant vests at the following rate: 1/4th of such shares on May 26, 2011 and on each one year anniversary thereafter.
(14)	6,250 of the 25,000 shares granted to M. Kenneth Oshman under the Plan were vested and released to M. Kenneth Oshman effective May 27, 2011. 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.
(15)	The 12,348 shares were sold through separate trades, with the sale prices ranging from $9.38 to $9.45 and at a weighted average sale price of $9.4142. M. Kenneth Oshman undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate sale price.
(16)	The 3,958 shares were sold through separate trades, with the sale prices ranging from $9.49 to $9.4925 and at a weighted average sale price of $9.4901. M. Kenneth Oshman undertakes to provide upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate sale price.

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