Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *
Landry James F
 2. Issuer Name and Ticker or Trading Symbol
TELKONET INC [TKO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last)
(First)
(Middle)

20374 SENECA MEADOWS PARKWAY		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006
(Street)


GERMANTOWN, MD 20876		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock par value $0.001     3         D  

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 2270 (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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to purchase (2) $ 1 12/20/2001   J(3) 25,000     (4) 12/20/2011 Common
25,000
$ 1 500,000
D
 
Option to purchase (2) $ 1 02/15/2002   J(3) 100,000     (5) 02/15/2012 Common
100,000
$ 1 500,000
D
 
Option to purchase (2) $ 1 01/01/2003   J(3) 125,000     (6) 01/01/2013 Common
125,000
$ 1 500,000
D
 
Option to purchase (2) $ 3.45 05/01/2004   J(3) 250,000     (7) 05/01/2014 Common
250,000
$ 3.45 500,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Landry James F
20374 SENECA MEADOWS PARKWAY
GERMANTOWN, MD 20876		       Chief Technology Officer  

Signatures

/s/ James F. Landry 05/24/2007
**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) Shares beneficially owned as of the date of appointment to Chief Technology Officer and December 31, 2006.
(2) Stock options to purchase shares of common stock beneficially owned as of December 31, 2006.
(3) Information on this line should have been reported on a Form 3.
(4) Options vest ratably on a quarterly basis over a three year period. As of December 31, 2006 and filing date, the options are fully vested and exerciseable.
(5) Options vest ratably on a monthly basis over a three year period. As of December 31, 2006 and filing date, the options are fully vested and exerciseable.
(6) Options vest ratably on a quarterly basis over a three year period. As of December 31, 2006 and filing date, the options are fully vested and exerciseable.
(7) Options vest ratably on an annual basis over a five period. As of December 31, 2006, and filing date, 100,000 and 150,000 of these options are vested and exerciseable, repectively.

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