The Board of Directors of Ore Pharmaceuticals Inc. (the "Company") amended
Section 35 of the Company's By-laws (the "By-laws"), effective as of July 31, 2008, to allow the Board to elect as to any class of stock to discontinue issuing stock certificates so that such shares would be uncertificated. The Board of Directors approved a further resolution to discontinue issuing certificates for the Company's Common Stock. Henceforth, the ownership of Common Stock of the Company for registered stockholders will be recorded on the books of the Company's transfer agent, but stockholders will not receive stock certificates. The revised Section 35 also provides that any certificate for shares of stock issued prior to, and outstanding as of the date of, the adoption of a resolution to discontinue issuing stock certificates shall continue to be valid until such certificate is surrendered to the Company.

The full text of the By-laws, as amended, is filed as Exhibit 3.2 to this Current Report, and amended Section 35 thereof is incorporated herein by reference.

Item 9.01       Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number   Description

3.2              By-laws of Ore Pharmaceuticals Inc., as amended