Item 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;CHANGE IN FISCAL YEAR.

Effective on January 25, 2013, Alico, Inc. (the "Company") amended its bylaws to provide for advance notice and related requirements in connection with shareholder proposals and nominations of directors by shareholders. Shareholder proposals and nominations for directors at the annual meeting of shareholders must be received in writing not less than one hundred twenty (120) days (not less than twenty (20) days for the annual meeting to be held on February 22, 2013 only) nor more than one hundred fifty (150) days prior to the one-year anniversary of the preceding year's annual meeting. Shareholder proposals and nominations must also be in proper form which must include, among other things, the name and address of the proposing shareholder and the number of shares directly or indirectly beneficially owned by such shareholder and information regarding the proposals or director nominees. The amended bylaws also provide additional eligibility and other requirements for director nominees, requirements to call special meetings of the shareholders, and requirements to take shareholder action by written consent in lieu of a meeting. The Company's amended and restated bylaws are included as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

d) Exhibits.

Exhibit No. Description

Exhibit 3.1 Amended and Restated Bylaws dated January 25, 2013.