Item  5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 3.2

Table of Contents

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 31, 2008, the Board of Directors of Resources Connection, Inc. (the “Company”) approved amendments to Section 35, Section 36 and Section 37 of the Company’s Amended and Restated Bylaws to allow for the issuance and transfer of uncertificated shares of the Company’s stock. These amendments were adopted to allow the Company to participate in the Direct Registration System administered by the Depository Trust Company.
The text of these amendments is attached as Exhibit 3.2 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.2   Text of Amendment and Restatement of Section 35, Section 36 and Section 37 of the Amended and Restated Bylaws of Resources Connection, Inc.