At the 2009 Annual Meeting of Shareholders of IMS Health Incorporated (the "Company"), the shareholders approved an amendment to Article Fifth, Article Seventh and Article Ninth of the Company's Restated Certificate of Incorporation (the "charter") to eliminate the Company's supermajority vote provisions. The amendment to the charter permits the holders of a majority of the outstanding shares of the Company to amend all provisions of the charter or the Company's By-laws or to remove a Continuing Classified Director for cause. In addition, the amendment removed the supermajority vote provision regarding shareholders' right to fill a directorship at a special meeting where Delaware law confers such power on shareholders. The Certificate of Amendment of Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 4, 2009 and a copy thereof is attached as Exhibit 3.1 to this Form 8-K.

In order to fully effectuate the elimination of the supermajority vote provisions, the Company amended the Company's By-laws by deleting the supermajority vote provision regarding shareholders' right to fill a directorship at a special meeting where Delaware law confers such power on shareholders, which was contained in Article II Section 2, and by amending Article IX to remove the supermajority vote requirement to amend certain By-laws and to provide that all By-laws may be amended by a vote of the majority of the outstanding shares. The effective date of the amendment to the Company's By-laws was May 4, 2009. The Amended and Restated By-laws are attached as Exhibit 3.2 to this Form 8-K.

(d) Exhibits

Exhibit No.                                 Description

    3.1        Certificate of Amendment of Restated Certificate of Incorporation
    3.2        Fifth Amended and Restated By-laws of IMS Health Incorporated dated
               May 4, 2009