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

On August 19, 2008, the Board of Directors of Hawk Corporation ("Hawk") adopted an amendment to Hawk's Amended and Restated By-laws (the "Amendment") to increase the information required to be provided by any stockholder who submits a stockholder proposal or director nomination for consideration at an annual meeting of stockholders. The Amendment requires a stockholder submitting a proposal or nomination to disclose in its proposal or nomination whether the stockholder has engaged in any hedging or similar transaction that has the effect or intent of increasing or decreasing its economic risk or voting power with respect to Hawk's stock. The Amendment also requires a stockholder submitting a proposal or nomination to describe any agreement or understanding with any associated person with respect to the proposal or nomination.

The Amendment is attached to this current report on Form 8-K as Exhibit 3.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Amendment No. 1 to Amended and Restated By-laws dated August 19, 2008