Item 5.03. Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

Effective May 8, 2009, the Board of Directors of National Research Corporation (the "Company") amended Section 3.01 of Article III of the Company's By-Laws to reduce the size of the Board of Directors from seven directors to six and to reduce the number of Class II directors from three directors to two, in each case to reflect the composition of the Board of Directors as of such date.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits. The following exhibits are being filed herewith:

(3.1) Amendment to the By-Laws of National Research Corporation effective May 8, 2009.

(3.2) By-Laws of National Research Corporation, as amended.

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