On April 21, 2009, the Board of Directors of ZOLL Medical Corporation (the "Company") approved a Certificate of Amendment (the "Certificate of Amendment") to the Company's Amended and Restated By-Laws, which Certificate of Amendment became effective immediately. The Certificate of Amendment (i) clarifies that the advance notice By-Law provisions apply to all stockholder proposals and nominations, (ii) includes a requirement that a stockholder that submits notice of business to be brought before an annual meeting of stockholders must update and supplement the notice, if necessary, so that the required information is true and correct as of the record date for such annual meeting as well as 10 business days prior to such annual meeting and (iii) includes a requirement that the stockholder or a qualified representative of the stockholder that intends to present business at an annual meeting of stockholders appear at such annual meeting to present any such business. The full text of the Certificate of Amendment is attached hereto as Exhibit 3.1.

The description of the changes to the Company's Amended and Restated By-Laws contained in the Certificate of Amendment is qualified in its entirety by reference to the copy of the Certificate of Amendment filed as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated by reference.

(d) Exhibits

 Exhibit
 Number    Description
 3.1       Certificate of Amendment to the Company's Amended and Restated By-Laws