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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 26, 2007 (December 20, 2007)
 
Conversion Services International, Inc.
 (Exact name of registrant as specified in its charter)

Delaware
 
0-30420
 
20-0101495
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

100 Eagle Rock Avenue, East Hanover,
New Jersey
 
07936
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (973) 560-9400
 
Not Applicable
 (Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 5.03.
Amendments of Articles of Incorporation or Bylaws

On December 20, 2007, the Board of Directors of Conversion Services International, Inc. (the “Company”) approved and adopted amendments to Section 6.01 and 6.02 of the Company’s Bylaws to provide for the issuance of uncertificated shares of the Company and the eligibility of the Company’s securities to be traded in book-entry form. The Board of Directors adopted these amendments to its Bylaws to comply with the requirements of the American Stock Exchange that the securities of listed issuers be eligible for listing and transfer through the Direct Registration System. The amendments to the Bylaws were effective immediately upon adoption. A copy of the amended and restated bylaws is filed herewith as exhibit 3.1.

Item 9.01
Financial Statements and Exhibits

(d) Exhibits

Exhibit No.
Description

3.1
Amended and Restated Bylaws of Conversion Services International, Inc. effective as of December 20, 2007.


* * *


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
December 20, 2007
CONVERSION SERVICES INTERNATIONAL, INC.
 
 		  
 		  
 
 
 By:  
/s/ Scott Newman 
 
Name: Scott Newman
 
Title: President and Chief Executive Officer