Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 9, 2008, the Board of Directors (the "Board") of True Religion Apparel, Inc. (the "Company") amended and restated its Bylaws. A copy of the Amended and Restated Bylaws (the "Amended Bylaws") is attached to this report as Exhibit 3.1 and incorporated hereto by reference.

In addition to the changes described below, the amendments include certain non-substantive, technical, and conforming amendments. The Amended Bylaws were revised to, among other things:

(a) permit the holding of stockholder meetings by remote communication;

(b) provide separate notice requirements for director nominations and other stockholder proposals, and to require information about the proposing stockholder's ownership in the Company, current arrangements with other persons in connection with the proposal, and material interests in the proposal;

(c) clarify the rules and procedures for conducting stockholder meetings;

(d) allow for proxies created electronically rather than in writing;

(e) permit consents to action by the board of directors and stockholders to be delivered via electronic transmissions, including email;

(f) clarify procedures for the election, appointment, and removal of officers;

(g) permit delivery of notices to stockholders and directors via electronic transmissions;

(h) expand the indemnification provisions to provide for the indemnification of expenses incurred by a covered person due to their involvement in any legal proceeding, regardless of whether the covered person is a party, or threatened to be made a party, to the proceeding; and

(i) clarify procedures for attending stockholder and director meetings remotely.

The preceding summary is qualified in its entirety by reference to the Amended Bylaws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 3.1 Amended and Restated Bylaws of True Religion Apparel, Inc.

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