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):	May 8, 2009

National Research Corporation

(Exact name of registrant as specified in its charter)

Wisconsin	0-29466	47-0634000
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

1245 “Q” Street, Lincoln, Nebraska 68508

(Address of principal executive offices, including zip code)

(402) 475-2525

(Registrant’s telephone number)

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 13c-4(c) under the Exchange Act (17 CFR 240.13c-4(c))

Item 5.03.

Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

Effective May 8, 2009, the Board of Directors of National Research Corporation (the “Company”) amended Section 3.01 of Article III of the Company’s By-Laws to reduce the size of the Board of Directors from seven directors to six and to reduce the number of Class II directors from three directors to two, in each case to reflect the composition of the Board of Directors as of such date.

Item 9.01.

Financial Statements and Exhibits.

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

Exhibits. The following exhibits are being filed herewith:

(3.1)

Amendment to the By-Laws of National Research Corporation effective May 8, 2009.

(3.2)

By-Laws of National Research Corporation, as amended.

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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.

Date: May 12, 2009

	NATIONAL RESEARCH CORPORATION
	By: /s/ Patrick E. Beans
	Patrick E. Beans
	Vice President, Treasurer, Secretary and Chief
	Financial Officer

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NATIONAL RESEARCH CORPORATION

Exhibit Index to Current Report on Form 8-K
Dated May 8, 2009

Exhibit
Number

(3.1)

Amendment to the By-Laws of National Research Corporation effective May 8, 2009.

(3.2)

By-Laws of National Research Corporation, as amended.

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