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

On December 11, 2008, the Board of Directors (the "Board") of Kilroy Realty Corporation (the "Company") adopted and approved the Second Amended and Restated Bylaws of the Company (the "Amended Bylaws") to be effective immediately. The Amended Bylaws revise the Company's existing Bylaws to (1) incorporate a prior amendment; (2) clarify the procedures by which a stockholder may request a special meeting; (3) clarify the procedures for the organization and conduct of stockholder meetings; (4) clarify that, except for proposals properly brought under Rule 14a-8 under the Securities and Exchange Act of 1934, as amended, the advance notice bylaw provisions apply to all stockholder proposals and nominations of candidates for election as directors, and the procedures set forth in such advance notice bylaw provisions shall be the exclusive means for a stockholder to properly bring business before an annual meeting of stockholders;
(5) require stockholders who provide advance notice of proposals or nominations to provide additional information to the Company as part of such notice, including information regarding the stockholder's beneficial ownership of derivative, swap, hedge, repurchase, short or similar positions with respect to the Company's securities; and (6) make certain other technical amendments.

The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached as Exhibit 3.(ii)1 hereto and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

3.(ii)1 Second Amended and Restated Bylaws of the Registrant

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