8-K

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):  December 13, 2007

ADVANCED LIFE SCIENCES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 000-51436 (Commission File Number) 30-0296543 (I.R.S. Employer Identification No.)

1440 Davey Road Woodridge, Illinois 60517 (Address of principal executive offices) 60517 (Zip Code)

(630) 739-6744

(Registrant’s telephone number, including area code)

N/A

(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:

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

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

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

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

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

On December 13, 2007, the Board of Directors of Advanced Life Sciences Holdings, Inc. (the “Corporation”) amended Article VI of the Corporation’s By-laws, effective as of December 13, 2007, to facilitate the issuance of uncertificated shares of its common stock.  The By-laws were amended in order for the Corporation to become eligible to participate in a Direct Registration Program, as required by NASDAQ Rule 4350(l).  The Direct Registration Program allows investors to have securities registered in their names without the issuance of physical certificates and allows investors to electronically transfer securities to broker-dealers in order to effect transactions without the risks and delays associated with transferring physical certificates.

The text of the amendment to the By-laws is filed as Exhibit 3.1 to this current report.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits:
Exhibit No.		Description
3.1		Amendment to the By-Laws of Advanced Life Sciences Holdings, Inc., dated December 13, 2007

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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.

	ADVANCED LIFE SCIENCES HOLDINGS, INC.
Date: December 14, 2007	By:	/s/ Michael T. Flavin
	Name:	Michael T. Flavin
	Title:	Chairman and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Amendment to the By-Laws of Advanced Life Sciences Holdings, Inc., dated December 13, 2007

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EX-3.1

Exhibit 3.1

AMENDMENT TO THE BY-LAWS

OF

ADVANCED LIFE SCIENCES HOLDINGS, INC.,

a Delaware corporation

                Article VI of the Corporation’s By-laws is hereby amended as follows:

ARTICLE VI

STOCK

Section 6.1             Certificates; Uncertificated Shares.  The shares of the Corporation may be either certificated or uncertificated, or a combination thereof.  Any certificated shares shall be represented by a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman, if any, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, if any, or the Secretary or an Assistant Secretary, certifying the number of shares owned by him in the Corporation.  Any or all of the signatures on any certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.  If the shares of stock are uncertificated, within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth by Sections 151, 156, 202(a) or 218(a) of the General Corporation Law of the State of Delaware as applicable and any other statements required by Delaware law, or with respect to Section 151 of the General Corporation Law of the State of Delaware, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences, and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights.  Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 6.2             Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates.  The Corporation may issue (i) a new certificate of stock or (ii) uncertificated shares to be issued in the place of any certificate or certificates theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.