On February 28, 2008, the Board of Directors of Valassis Communications, Inc. (the “Company”) approved an amendment to Section 8 of Article II of the Company’s Amended and Restated By-Laws to change the vote standard for the election of directors from plurality to a majority of votes cast in uncontested elections. A majority of the votes cast means that the number of votes cast “for” a director must exceed the number of votes cast “against” that director. In contested elections, the vote standard will continue to be a plurality of votes cast. This amendment to the Amended and Restated By-Laws shall not become effective until the day following the 2008 annual meeting of stockholders, which is currently scheduled to be held on April 24, 2008 (or such later date if the meeting is adjourned). In addition, in connection with the amendment to the Amended and Restated By-Laws, the Company has also made conforming changes to its Corporate Governance Guidelines. The foregoing description of the amendment to the Company’s Amended and Restated By-Laws is summary in nature, and is qualified in its entirety by reference to the Company’s Amended and Restated By-Laws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index