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

FMC Corporation ("FMC") amended the Corporation's Bylaws, effective January 1, 2009, to provide for a majority vote standard in uncontested elections for directors, as well as to provide for a determination by the Board whether to accept the resignation of an incumbent director who has failed to receive the requisite majority vote.

A copy of the Restated Bylaws of FMC is filed as Exhibit 3.2 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.2 Restated Bylaws of FMC Corporation (as amended effective January 1, 2009).

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