The Board of Directors of Watsco, Inc. approved an amendment to the Company's Amended and Restated Articles of Incorporation to provide that vacancies filled by the Board of Directors be subject to reelection at the next annual meeting of shareholders on April 1, 2009. On April 17, 2009, the Board of Directors of Watsco, Inc. approved an amendment to the Company's Amended and Restated Articles of Incorporation to authorize the issuance of up to 10,000,000 shares of preferred stock. Both amendments were approved and adopted by the affirmative vote of a majority of the shares outstanding, with Common stock and Class B common stock voting together as a single class, on May 29, 2009. The amendments to the Amended and Restated Articles of Incorporation are filed as Exhibit 3.1 to this report and are incorporated by reference into this Section 5.03.

(d) Exhibits

Exhibit
Number    Description
3.1       Articles of Amendment to the Amended and Restated Articles of
          Incorporation of Watsco, Inc., effective June 4, 2009