ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On September 3, 2008, the board of directors of Venoco, Inc. approved amendments to the provisions of the company's bylaws that relate to the procedures a stockholder must follow before presenting business for consideration at stockholder meetings. The amendments (i) clarify that the requirements set forth in the bylaws are distinct from the requirements imposed pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 and (ii) require a stockholder who seeks to propose business to disclose any derivative positions or related interests the stockholder may have in relation to the company's stock.

The foregoing summary does not purport to be a complete description of the bylaws as amended, and is qualified in its entirety by reference to the amended and restated bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibit No. Description

3.2 Amended and Restated Bylaws of Venoco, Inc.

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