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

On February 12, 2009, the Board of Directors of Edwards Lifesciences Corporation approved amendments to Section 2 and Section 9 of Article I of the Company's Bylaws. The material changes effected by the amendments were to:

(i) expand the information required to be provided by any stockholder that proposes a director nomination or any other business for consideration at a meeting of stockholders including, among other things, information regarding financial relationships with a proposed nominee and the nominee's agreement to comply with the Company's governance policies; information affecting a proposed nominee's independence; derivative or other financial interests of the stockholder, its affiliates, and others acting in concert in the Company's capital stock; and whether or not any such person intends to solicit proxies in support of any such nomination or proposal, and require updating of such information;

(ii) provide that compliance with the advance notice provisions contained in the bylaws is the only means by which stockholders may nominate a person to serve as a director of the Company or propose business at an annual meeting of stockholders; and

(iii) provide that any business proposed by a stockholder at an annual meeting of stockholders must otherwise be a proper matter for stockholder action.

The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Company's Amended and Restated Bylaws attached to this Current Report on Form 8-K as Exhibit 3.2 and incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

3.2 Amended and Restated Bylaws of Edwards Lifesciences Corporation

---