Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Previously, our board of directors amended sections 3.3 and 3.4 of our bylaws to provide for majority voting in non-contested elections of our directors. This amendment was reported on a Form 8-K filed on October 20, 2008.
Our board of directors further amended sections 3.3, 3.4 and 3.6 of our bylaws, effective January 7, 2009, to (i) reflect the staggered terms of members of our board of directors, as provided in our articles of incorporation, (ii) remove the requirement that a special shareholders' meeting be held if no director receives a majority vote in a non-contested election, and (iii) make clear that a director elected to fill any vacancy shall hold office until the next shareholders' meeting at which directors are elected at which time such director may be elected to serve until the expiration of the term of the class in which such vacancy was filled. A copy of this amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibit is filed as part of this Current Report on Form 8-K:

3.1 Amendment to sections 3.3, 3.4 and 3.6 of the Second Amended and Restated Bylaws of F5 Networks, Inc.

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