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

On May 18, 2009, the Board of Directors (the "Board") of Old Dominion Freight Line, Inc. (the "Company") approved an amendment to the Amended and Restated Bylaws of Old Dominion Freight Line, Inc. (the "Bylaws"), effective immediately (the "Amendment"). The Amendment revised Article 2, Section 2 of the Bylaws to provide the Board with more flexibility to determine the time and date of the Company's annual meeting of shareholders.

The foregoing is a summary of the Amendment and is qualified in its entirety by reference to the Amendment and the Bylaws, which are included as Exhibits 3.2.3 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. 3.2 - Amended and Restated Bylaws of Old Dominion Freight Line, Inc.

Exhibit No. 3.2.3 - Amendment to the Amended and Restated Bylaws of Old Dominion Freight Line, Inc.

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