S-8

As filed with the Securities and Exchange Commission on September 21, 2009

Registration No. 333-     

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

DIEBOLD, INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

OHIO	34-0183970
(State or Other Jurisdiction	(I.R.S. Employer Identification No.)
of Incorporation or Organization)

5995 Mayfair Road, P.O. Box 3077, North Canton, Ohio 44720-8077
(Address of Principal Executive Offices Including Zip Code)

DIEBOLD, INCORPORATED 401(k) SAVINGS PLAN
(Full Title of the Plan)

Warren W. Dettinger, Esq.
Vice President and General Counsel
Diebold, Incorporated
5995 Mayfair Road
North Canton, Ohio 44720
(Name and Address of Agent For Service)

(330) 490-4000
(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer þ Accelerated Filer o   Non-Accelerated Filer o
(Do not check if a smaller reporting company) Smaller Reporting Company o

CALCULATION OF REGISTRATION FEE

Title of			Proposed Maxi-		Proposed Maxi-		Amount of
Securities to	Amount to be		mum Offering		mum Aggregate		Registration
be Registered	Registered (1)		Price Per Share (2)		Offering Price (2)		Fee
Common Stock, par value $1.25 per share		2,500,000	$	31.76	$	79,400,000	$	4,430.52

(1)	Pursuant to Rule 416(c) of the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers an indeterminate number of interests to be offered or sold pursuant to the Plan.
(2)	Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of the Common Stock on the New York Stock Exchange on September 14, 2009, within five business days prior to filing.

     The contents of the registration statement on Form S-8 (Registration No. 33-54677), as filed with the Securities and Exchange Commission on July 22, 1994, to register shares of common stock, par value $1.25 per share (the “Common Stock”), of Diebold, Incorporated, an Ohio corporation (the “Registrant”), to be issued under the Diebold, Incorporated 401(k) Savings Plan (the “Plan”), are hereby incorporated by reference in this Registration Statement. This Registration Statement on Form S-8 is filed for the purpose of registering the sale of an additional 2,500,000 shares of Common Stock under the Plan.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit Number	Description
4(a)	Amended and Restated Articles of Incorporation of the Registrant (filed as Exhibit 3.1(i) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994, and incorporated herein by reference (File No. 001-04879)).
4(b)	Certificate of Amendment by Shareholders to Amended Articles of Incorporation of the Registrant (filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, and incorporated herein by reference (File No. 001-04879)).
4(c)	Certificate of Amendment to Amended Articles of Incorporation of the Registrant (filed as Exhibit 3.3 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, and incorporated herein by reference (File No. 001-04879)).
4(d)	Code of Regulations of the Registrant (filed as Exhibit 3.1(ii) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, and incorporated herein by reference (File No. 001-04879)).
4(e)	Diebold, Incorporated 401(k) Savings Plan (filed as Exhibit 4(c) to the Registrant’s Registration Statement on Form S-8, filed July 22, 1994, and incorporated herein by reference (Registration Statement No. 33-54677)).
4(f)	Amendment No. 1 to Diebold, Incorporated 401(k) Savings Plan, amended and restated effective January 1, 1991 (filed as Exhibit 4(d) to the Registrant’s Registration Statement on Form S-8, filed July 22, 1994, and incorporated herein by reference (Registration No. 33-54677)).
4(g)	Amendment No. 2 to Diebold, Incorporated 401(k) Savings Plan, amended and restated effective January 1, 1991 (filed as Exhibit 4(e) to the Registrant’s Registration Statement on Form S-8, filed July 22, 1994, and incorporated herein by reference (Registration No. 33-54677)).
4(h)	Amendment No. 3 to Diebold, Incorporated 401(k) Savings Plan, amended and restated effective January 1, 1991 (filed as Exhibit 4(f) to the Registrant’s Registration Statement on Form S-8, filed July 22, 1994, and incorporated herein by reference (Registration No. 33-54677)).
23(a)	Consent of KPMG LLP.
23(b)	Consent of Bober, Markey, Fedorovich & Company.
24	Power of Attorney.

SIGNATURES

          The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of North Canton, State of Ohio on September 21, 2009.

DIEBOLD, INCORPORATED
By:	/s/ Warren W. Dettinger
	Warren W. Dettinger
	Vice President and General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of September 21, 2009.

Signature	Title
/s/ Thomas W. Swidarski Thomas W. Swidarski	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Leslie A. Pierce Leslie A. Pierce	Vice President, Interim Chief Financial Officer and Controller (Principal Financial and Accounting Officer)
/s/ John N. Lauer John N. Lauer	Director
/s/ Phillip R. Cox Phillip R. Cox	Director
/s/ Richard R. Crandall Richard R. Crandall	Director
/s/ Gale S. Fitzgerald Gale S. Fitzgerald	Director
/s/ Phillip B. Lassiter Phillip B. Lassiter	Director
/s/ Eric J. Roorda Eric J. Roorda	Director
/s/ Henry D. G. Wallace Henry D. G. Wallace	Director
/s/ Alan J. Weber Alan J. Weber	Director

* This registration statement has been signed on behalf of the above officers and directors pursuant to a power of attorney filed as Exhibit 24 to this registration statement.

DATED: September 21, 2009	By:	/s/ Warren W. Dettinger
		Warren W. Dettinger
		Attorney-in-Fact

          The Plan. Pursuant to the requirements of the Securities Act, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the city of North Canton, State of Ohio, on September 21, 2009.

DIEBOLD, INCORPORATED 401(k) SAVINGS PLAN By its Plan Administrator: Diebold, Incorporated Benefits Committee
By:	/s/ Sheila M. Rutt
	Sheila M. Rutt

EXHIBIT INDEX

Exhibit Number	Description
4(a)	Amended and Restated Articles of Incorporation of the Registrant (filed as Exhibit 3.1(i) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1994, and incorporated herein by reference (File No. 001-04879)).
4(b)	Certificate of Amendment by Shareholders to Amended Articles of Incorporation of the Registrant (filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, and incorporated herein by reference (File No. 001-04879)).
4(c)	Certificate of Amendment to Amended Articles of Incorporation of the Registrant (filed as Exhibit 3.3 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, and incorporated herein by reference (File No. 001-04879)).
4(d)	Code of Regulations of the Registrant (filed as Exhibit 3.1(ii) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, and incorporated herein by reference (File No. 001-04879)).
4(e)	Diebold, Incorporated 401(k) Savings Plan (filed as Exhibit 4(c) to the Registrant’s Registration Statement on Form S-8, filed July 22, 1994, and incorporated herein by reference (Registration Statement No. 33-54677)).
4(f)	Amendment No. 1 to Diebold, Incorporated 401(k) Savings Plan, amended and restated effective January 1, 1991 (filed as Exhibit 4(d) to the Registrant’s Registration Statement on Form S-8, filed July 22, 1994, and incorporated herein by reference (Registration No. 33-54677)).
4(g)	Amendment No. 2 to Diebold, Incorporated 401(k) Savings Plan, amended and restated effective January 1, 1991 (filed as Exhibit 4(e) to the Registrant’s Registration Statement on Form S-8, filed July 22, 1994, and incorporated herein by reference (Registration No. 33-54677)).
4(h)	Amendment No. 3 to Diebold, Incorporated 401(k) Savings Plan, amended and restated effective January 1, 1991 (filed as Exhibit 4(f) to the Registrant’s Registration Statement on Form S-8, filed July 22, 1994, and incorporated herein by reference (Registration No. 33-54677)).
23(a)	Consent of KPMG LLP.
23(b)	Consent of Bober, Markey, Fedorovich & Company.
24	Power of Attorney.

EX-23.(A)

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Diebold, Inc.

We consent to the use of our reports dated February 27, 2009 with respect to the consolidated balance sheets of Diebold, Incorporated and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2008, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2008, incorporation by reference herein.

Our report on the consolidated financial statements refers to the adoption of the provisions of Emerging Issues Task Force (EITF) Issue No. 06-10, Accounting for Collateral Assignment Split-Dollar Life Insurance, and EITF Issue No. 06-4, Accounting for Deferred Compensation and Post Retirement Aspects of Split-Dollar Life Insurance Arrangements, effective January 1, 2008, Statement of Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Standard No, 109, effective January 1, 2007, Statement of Financial Accounting Standards No, 158, Employers’ Accounting for Defined Benefit Pension and Other Post Retirement Plans, effective January 1, 2008, and Statement of Financial Accounting Standards No. 157, Fair Value Measurements, effective January 1, 2008.

Our report dated February 27, 2009, on the effectiveness of internal control over financial reporting as of December 31, 2008, expresses our opinion that Diebold, Incorporated and subsidiaries did not maintain effective internal control over financial reporting as of December 31, 2008, because of the effects of material weaknesses on the achievement of the objectives of the control criteria and contains an explanatory paragraph that states material weaknesses related to Diebold, Incorporated and subsidiaries’ selection, application and communication of accounting policies; monitoring; manual journal entries; contractual agreements; and account reconciliations have been identified and included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A(b) of Diebold, Incorporated and subsidiaries’ December 31, 2008 annual report on Form 10-K.

Cleveland, Ohio
September 18, 2009

EX-23.(B)

EXHIBIT 23(b)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 25, 2009 relating to the financial statements of the Diebold, Incorporated 401(k) Savings Plan, which appears in the Annual Report of the Diebold, Incorporated 401(k) Savings Plan on Form 11-K for the year ended December 31, 2008.

BOBER, MARKEY, FEDOROVICH & COMPANY
Akron, Ohio
September 21, 2009

EX-24

Exhibit 24

POWER OF ATTORNEY

     Each of the undersigned officers and/or director of Diebold, Incorporated, an Ohio corporation (the “Registrant”), does hereby make, constitute and appoint each of Warren W. Dettinger, Leslie A. Pierce, and Chad F. Hesse with full power of substitution and resubstitution, as attorney of the undersigned, to execute and file (1) a Registration Statement on Form S-8 (the “Form S-8 Registration Statement”) under the Securities Act of 1933 concerning the Registrant’s Common Shares, par value $1.25 per share, to be offered in connection with the Diebold, Incorporated 401(k) Savings Plan (the “Plan”), (2) any and all amendments, including post-effective amendments, and exhibits to the Form S-8 Registration Statement and (3) any and all applications or other documents to be filed with the Securities and Exchange Commission or any state securities commission or other regulatory authority or exchange with respect to the securities covered by the Form S-8 Registration Statement, with full power and authority to do and perform any and all acts and things whatsoever necessary, appropriate or desirable to be done in the premises, or in the name, place and stead of the said director and/or officer, hereby ratifying and approving the acts of said attorneys and any of them and any such substitute.

     IN WITNESS WHEREOF, the undersigned have subscribed these presents as of the 5^th day of August, 2009

Signature	Title
/s/ Thomas W. Swidarski Thomas W. Swidarski	President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Leslie A. Pierce Leslie A. Pierce	Vice President, Interim Chief Financial Officer and Controller (Principal Financial and Accounting Officer)
/s/ John N. Lauer John N. Lauer	Director
/s/ Phillip R. Cox Phillip R. Cox	Director
/s/ Richard R. Crandall Richard R. Crandall	Director
/s/ Gale S. Fitzgerald Gale S. Fitzgerald	Director
/s/ Phillip B. Lassiter Phillip B. Lassiter	Director
/s/ Eric J. Roorda Eric J. Roorda	Director
/s/ Henry D. G. Wallace Henry D. G. Wallace	Director
/s/ Alan J. Weber Alan J. Weber	Director