Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 8, 2008, David A. Rawden resigned from his position as interim Chief Financial Officer of X-Rite, Incorporated (the "Company") to return to Alix Partners. The Company has named Bradley J. Freiburger as interim Chief Financial Officer, effective December 8, 2008.

Mr. Freiburger, age 37, most recently has served as the Company's Vice President and Controller since March 2008, where he has been responsible for the oversight of budgeting and analysis, tax departments, global general accounting, credit, accounts payable, consolidations, financial reporting and SEC reporting functions. Prior to his position with the Company, Mr. Freiburger held positions with Ernst & Young from May 2002 to March 2008 and Arthur Andersen from September 1995 to May 2002. Mr. Freiburger is a CPA and has an M.B.A. from Michigan State University.

A copy of the press release announcing Mr. Rawden's resignation and the appointment of Mr. Freiburger as interim Chief Financial Officer is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1 Press Release of X-Rite, Incorporated dated December 10, 2008.

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