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

The Board of Directors of Greatbatch, Inc. adopted several amendments to Greatbatch, Inc.'s by-laws, effective March 2, 2009. These amendments consisted of: (i) revising the advance notice provisions relating to annual meetings to require proponents to provide additional notice, including representations about the proponents' intent and any voting or similar agreements with other stockholders (Article 1, Section 1.1) and for director nominations (Article 2,
Section 2.3); (ii) providing for uncertificated shares of stock to be evidenced by a book-entry system, by stock certificates, or by a combination of both (Article 7, Section 7.1); and (iii) clarifying the definition of the fiscal year (Article 11).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. 3.2 - Greatbatch, Inc. Amended and Restated By-Laws, effective as of March 2, 2009.