ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On April 1, 2009, the Board of Directors of Pall Corporation (the "Registrant") approved amendments to the Registrant's By-laws relating to shareholder proposals for director nominations and other business to be properly brought at an annual meeting of shareholders.
Specifically, the amendments to Section 2.07 clarify that the advance notice provisions set forth in Section 2.07 apply whether or not the shareholder proposals for director nomination or other business to be properly brought at an annual meeting are proposed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. In addition, the amendments provide that a shareholder must include the following information (in addition to the information that was previously required) in his/her advance notice:
(a) information regarding any material interest of the shareholder (or beneficial owner) in the director nomination or other business proposal; (b) a description of all agreements, arrangements and understandings between the shareholder, the beneficial owner and/or any director nominee (including their respective affiliates or associates); and (c) an undertaking stating that the shareholder will notify the Registrant in writing of any changes in the information required to be included in the notice as of the meeting's record date. These amendments are effective April 1, 2009. The foregoing description of the amendments to the Registrant's By-laws is qualified in its entirety by reference to the full text of the By-laws, a copy of which is attached hereto as Exhibit 3(ii) and incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.

3(ii) Registrant's By-laws, as amended through April 1, 2009

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