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

On April 14, 2009, the Board of Directors of Optionable amended and restated Optionable's by-laws (as amended and restated, the "By-Laws"), effective immediately. The amendments establish the requirements that stockholders must satisfy in order to validly nominate directors for election at, and to propose other business intended to be brought before, stockholder meetings. The amendments also establish the duties and the authority of the "chairman" of a meeting of stockholders. These amendments are contained in Sections 11 and 12 of Article I.

The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the By-Laws, a copy of each is attached hereto as an exhibit.

---

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

3.1 Amended and Restated By-Laws of Optionable, Inc.

---