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

By-Laws

On October 23, 2009, the Board of Directors of WellPoint, Inc. (the "Company") adopted amendments to the Company's By-Laws to, among other things, (i) add provisions regarding procedures applicable to shareholder meetings, (ii) change the title of "Presiding Director" to "Lead Director", and (iii) allow for the electronic submission of proxy materials as permitted by state law. The amendments took effect upon adoption by the Board.

The preceding is qualified in its entirety by reference to the Company's By-Laws, which are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

Item 9.01-Financial Statements, Pro Forma Financial Information and Exhibits.

(d) Exhibits

The following exhibit is being filed herewith:

Exhibit No. Exhibit
Exhibit 3.2 By-Laws of WellPoint, Inc., as amended October 23, 2009.

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