SECURITIES AND EXCHANGE COMMISSION FORM 8-K FOR Change in By-Laws

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   June 27, 2007

DOWNEY FINANCIAL CORP.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)

1-13578
(Commission File Number)

33-0633413
(IRS Employer Identification Number)

3501 Jamboree Road
Newport Beach, California
(Address of principal executive offices)

92660
(Zip Code)

Registrant’s telephone number, including area code:   (949) 854-0300

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

(a) On June 27, 2007, the Board of Directors of Downey Financial Corp. (the “Company”) adopted an amendment to Section 7.1 of the Company’s Bylaws to to adopt a system of issuance, recordation and transfer of its shares by electronic or other means not involving the issuance of certificates. The text of the amendment is attached hereto as Exhibit 3.2 and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

3.2  Amendment to Section 7.1 of Bylaws of Downey Financial Corp.

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SIGNATURES

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.

DOWNEY FINANCIAL CORP.
(Registrant)

 

 

Date:  July 2, 2007

By           /s/ Jon A. MacDonald            
Jon A. MacDonald
Corporate Secretary

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EXHIBIT
NUMBER


DESCRIPTION

3.2

Amendment to Section 7.1 of Bylaws of Downey Financial Corp.