Item 5.03. Amendments to Article of Incorporation or Bylaws; Change in Fiscal
Year.
On November 11, 2008, the Board of Directors of Forestar Real Estate Group Inc. (the "Company") amended the Amended and Restated Bylaws of the Company to, among other things, provide that (1) any stockholder of the Company that desires to make a shareholder proposal or director nomination at a meeting of the stockholders of the Company provide to the Company (a) additional information regarding the direct and indirect holdings of such stockholder in Company stock, including through derivative instruments, (b) additional information regarding the interest of such stockholder in the matter(s) being proposed or the relationship of such stockholder to the proposed director nominee, and
(c) certain additional information, and (2) each prospective nominee for election or reelection as a director of the Company will provide the Company with a representation and agreement that such nominee (a) has no voting commitments to vote in a particular way on a particular matter or that could otherwise interfere with such person's ability to comply with his or her fiduciary duties if elected, (b) except as provided by the Company, will not accept any compensation for service as a director of the Company that has not been disclosed, and (c) will comply with the Company's various corporate governance policies. A copy of the First Amendment to Amended and Restated Bylaws of the Company is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1 First Amendment to Amended and Restated Bylaws of the Company.

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