Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As a result of Mr. Dwyer's resignation from the Board of Directors (as described below), Westell Technologies, Inc. (the "Company") is not currently in compliance with the audit committee requirements provided for in Nasdaq Marketplace Rule 4350(d)(2)(A), due to the fact that the Company's Audit Committee is no longer comprised of at least three independent directors. The Company has notified Nasdaq to that effect. The Company presently has two qualified independent directors on its Audit Committee. The Company intends to rely on the cure period provisions of Nasdaq Marketplace Rule 4350(d)(4)(B), under which the Company has until the earlier of its next annual shareholders' meeting or February 28, 2010 to regain compliance with Nasdaq's audit committee requirements.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 26, 2009, Paul A. Dwyer, a member of the Company's Board of Directors, announced his plans to retire from the Board, effective February 28, 2009. Mr. Dwyer did not retire as a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. He has served as a director since January 1996.

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

Effective March 2, 2009, the Board of Directors amended Article III, Section 12 of the Company's bylaws to provide that, if there are less than three (3) members of a committee at any time then serving, then the quorum for a meeting of such committee is the number of members then serving. A copy of the Company's bylaws, as amended, is filed as Exhibit 3.1 to this Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibit 3.1 Bylaws of Westell Technologies, Inc., as amended.

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