SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

JESENIK ROBERT J

(Last)

(First)

(Middle)

1631 NW THURMAN

SUITE 400

(Street)

PORTLAND

97209

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MICROFIELD GROUP INC [ MICG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/04/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series 3 Preferred	$0	04/02/2004	04/02/2004	P		20.288		04/02/2005	03/31/2007	Common	20,288	$420	20.288	I	By: JMW Group, LLC⁽¹⁾
Series 3 Preferred	$0	04/02/2004	04/02/2004	P		125.636		04/02/2005	03/31/2007	Common	125,636	$420	125.636	I	By Christenson Electric, Inc.⁽²⁾
Series 3 Preferred	$0	04/02/2004	04/02/2004	P		3,241.922		04/02/2005	03/31/2007	Common	3,241,922	$420	3,241.922	I	By Christenson Leasing Company, LLC⁽³⁾⁽⁴⁾
Series 3 Preferred	$0	04/02/2004	04/02/2004	P		28.733		04/02/2005	03/31/2007	Common	28,733	$420	28.733	I	By JW Assurance and Holding Limited⁽⁵⁾
Series 2 Preferred	$0	11/15/2003	11/15/2003	P		4,202,381		11/15/2003	11/15/2006	Common	4,202,381	$0.42	4,202,381⁽³⁾	I	By Christenson Electric, Inc.⁽²⁾
Series 3 Preferred	$0	04/02/2004	04/02/2004	P		68.32		04/02/2005	04/02/2007	Common	68,320	$420	68.32	I	By JMW Capital Partners, Inc.⁽³⁾

Explanation of Responses:

1. Mr. Jesenik is the Chief Executive Officer of JMW Capital Partners, Inc. which is the manager of JMW Group, LLC. Mr. Jesenik is also a member of JMW Group, LLC.

2. Mr. Jesenik is the Chief Executive Officer and a director of Christenson Electric, Inc.

3. Mr. Jesenik is the Chief Executive officer of JMW Capital Partners, Inc.

4. JMW Capital Partners, Inc. is the Manager of Christenson Leasing Company, LLC.

5. Mr. Jesenik beneficially owns 44.834% of JW Assurance and Holding Limited. Mr. Jesenik is also a director and the President of JW Assurance and Holding, Limited.

Remarks:

This filing shall not be deemed an admission that Mr. Jesenik is, for the purposes of Section 16(a) of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement.

	/s/ Robert J. Jesenik __________________ Robert J. Jesenik	04/28/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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