Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 13, 2012, the Company's Board of Directors approved an amendment to
Section Article II, Section 3 of the Company's by-laws. As so amended, the section reads: "All meetings of the stockholders shall be held at the principal office of the corporation in Massachusetts, unless a different place within Massachusetts or elsewhere within the United States is designated by the Board of Directors; provided, however, that special meetings called upon stockholders' applications shall be held in the same county as the principal office of the corporation, unless some other meeting place in Massachusetts specified in the application shall be approved by the Directors. Any adjourned session of any meeting of the stockholders shall be held at such place with Massachusetts or elsewhere within the United States as is designated in the vote of adjournment." The prior by-law did not by its terms limit the location of meetings to the United States, nor did it address adjournment.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.2 Bylaws, as amended December 13, 2013.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CSP Inc.

By: __ /s/ Gary W. Levine
Name: Gary W.Levine
Title: Secretary

Dated: December 19, 2012