Item 2.02 Results of Operations and Financial Condition.

On November 6, 2008, Smart Balance, Inc. issued a release regarding earnings for the third quarter of 2008. The text of the press release is attached as Exhibit 99.1.

Item 5.02 Compensatory Arrangements Of Certain Officers.

On November 6, 2008, the Company and each of its executive officers (Stephen B. Hughes, Chief Executive Officer, Robert S. Gluck, Chief Operating Officer, John F. Konzelmann, Principal Accounting Officer, and Alan S. Gever, Chief Financial Officer) entered into an Amended Stock Option Agreement and Amended Change of Control Agreement. Each of the agreements were amended in order to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations or other guidance promulgated thereunder.

The form of the Amended Stock Option Agreement and the Amended Change of Control Agreement are attached hereto as Exhibit 10.1 and 10.2, respectively.

Item 9.01 Exhibits.

(d) Exhibits.

Exhibit 10.1: Form of the Smart Balance, Inc. Amended Stock Option Agreement

Exhibit 10.2: Form of the Smart Balance, Inc. Amended Change of Control Agreement

Exhibit 99.1: Text of the Press Release of Smart Balance, Inc. issued November 6, 2008

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