Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On July 1, 2009, EDCI Holdings, Inc. (the "Company") and Mathew K. Behrent, the Company's Executive Vice President, Corporate Development and Legal Counsel, mutually agreed to an amended and restated employment agreement (the "Behrent Employment Agreement"). The amended agreement provides for a reduction in Mr. Behrent's base salary from $260,000 to $175,000 and eliminates certain severance payments payable upon a termination of Mr. Behrent's employment without cause or with good reason following a change of control of the Company. The amendment did not alter any other terms of Mr. Behrent's prior employment agreement.

A copy of the Behrent Employment Agreement is filed with this report as Exhibit 99.1 and is hereby incorporated by reference. The foregoing description of the Behrent Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Matthew Behrent Employment Agreement dated 07/01/09

---