Abstract-Traffic offloading via device-to-device (D2D) communications has been proposed to alleviate the traffic burden on base stations (BSs) and to improve the spectral and energy efficiency of cellular networks. The success of D2D communications relies on the willingness of users to share contents. In this paper, we study the economic aspect of traffic offloading via content sharing among multiple devices and propose an incentive framework for D2D assisted offloading. In the proposed incentive framework, the operator improves its overall profit, defined as the network economic efficiency (ECE), by encouraging users to act as D2D transmitters (D2D-Txs) which broadcast their popular contents to nearby users. We analytically characterize D2D assisted offloading in cellular networks for two operating modes: 1) underlay mode and 2) overlay mode. We model the optimization of network ECE as a two-stage Stackelberg game, considering the densities of cellular users and D2D-Tx's, the operator's incentives and the popularity of contents. The closedform expressions of network ECE for both underlay and overlay modes of D2D communications are obtained. Numerical results show that the achievable network ECE of the proposed incentive D2D assisted offloading network can be significantly improved with respect to the conventional cellular networks where the D2D communications are disabled.