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

Effective December 19, 2008, the board of directors of the company amended and restated the company's bylaws to (i) permit notice of and participation in shareholders meetings via electronic means; (ii) clarify the requirements for adjournment and notice at reconvened shareholders meetings; (iii) specify more detailed voting rules and provide the chairperson of a shareholders meeting with express authority to call for a ballot vote; (iv) clarify the board's authority to fix the record date for shareholders meetings; (v) require shareholder proponents to disclose the full extent of their economic interest in the company, including any synthetic or temporary ownership positions through derivative securities; (vi) require any director nominee to disclose information allowing the board to make a more informed recommendation to shareholders; (vii) enhance the procedures for nominating director candidates; (viii) clarify the board's authority to fill director vacancies; and (ix) empower the board with express authority to remove a director for cause. The full text of the company's bylaws, as so amended and restated, is attached as Exhibit 3.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Amended and restated bylaws of InterDigital, Inc. (effective December 19, 2008)

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