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): September 17, 2007

ENTERTAINMENT DISTRIBUTION COMPANY, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	0-15761	98-0085742
(State or other jurisdiction  of incorporation)	(Commission  File Number)	(IRS Employer  Identification No.)

825 8th Avenue, 23rd Floor

New York, New York 10019

(Address of Principal

Executive Offices)

(212) 333-8400

(Registrant’s telephone number, including area code)

(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))

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

As previously announced in the Entertainment Distribution Company, Inc. (the “Company”) Form 8-K filed with the Securities and Exchange Commission on February 23, 2007, the Company’s stockholder rights plan represented by the Preferred Share Rights Agreement dated as of May 21, 1997 (the “Rights Agreement”) expired on May 21, 2007.  In connection therewith, on September 17, 2007, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware which eliminated the Certificate of Designation with respect to the Series A Junior Participating Preferred Stock, $0.01 par value (the “Preferred Stock”) which were issuable under certain circumstances pursuant to the Rights Agreement.  No shares of the Preferred Stock were issued and outstanding at the time of the filing of the Certificate of Elimination.

The Certificate of Elimination is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

(d) Exhibits.

3.1           Certificate of Elimination – Series A Junior Participating Preferred Stock, $0.01 par value

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.

	ENTERTAINMENT DISTRIBUTION COMPANY, INC.
Date: September 18, 2007	By:	/s/ Jordan M. Copland
		Jordan M. Copland
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 3.1

CERTIFICATE OF ELIMINATION

OF

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK, $0.01 PAR VALUE

AND

ENTERTAINMENT DISTRIBUTION COMPANY, INC.

Pursuant to Section 151(g) and Section 103 of the

Delaware General Corporation Law

Pursuant to the provisions of Section 151(g) and Section 103 of the General Corporation Law of the State of Delaware, the undersigned, Jordan M. Copland, Chief Financial Officer, does hereby certify that:

1.  The name of the corporation is ENTERTAINMENT DISTRIBUTION COMPANY, INC., a duly organized and existing corporation under the General Corporation Law of the State of Delaware (hereinafter referred to as the "Corporation").

2.  The designation of the series of stock of the Corporation to which this certificate relates is the Series A Junior Participating Preferred Stock, $0.01 par value (the “Series A Preferred”).

3.  The voting powers, designations, preferences, and the relative, participating, optional, or other rights, and the qualifications, limitations, and restrictions of the shares of Series A Preferred were provided for in resolutions adopted by the Board of Directors of the Corporation pursuant to authority expressly vested in it by the provisions of the Certificate of Incorporation of the Corporation.  A Certificate of Designation setting forth such resolutions was filed with the Secretary of State of the State of Delaware on May 23, 1997 pursuant to the provisions of Section 151 and Section 103 of the General Corporation Law of the State of Delaware.  None of the authorized shares of the Series A Preferred are outstanding and none will be issued.

4.  The Board of Directors of the Corporation duly adopted the following resolutions:

RESOLVED, that no shares of the Series A Preferred are outstanding and none will be issued;

RESOLVED FURTHER, that the Certificate of Elimination the (“Certificate”) in respect of the Series A Preferred presented to the Board of Directors and attached to these resolutions is approved as to its form and substance;

RESOLVED FURTHER, that pursuant to the authority vested in the Board of Directors of the Company in accordance with the provisions of its Certificate of Incorporation, as amended, the Chief Financial Officer of the Company is hereby authorized to

sign the Certificate in respect of the Series A Preferred in substantially the form presented to the Board;

RESOLVED FURTHER, that the Chief Financial Officer of the Company be and hereby is authorized to file the Certificate with the Secretary of State of the State of Delaware pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware which will have the effect when filed of eliminating from the Certificate of Incorporation all reference to the Series A Preferred.

5.  That in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, the Certificate of Incorporation is hereby amended to eliminate all reference to the Series A Convertible Preferred Stock, $0.01 par value.

IN WITNESS WHEREOF, I have executed and subscribed this Certificate and do affirm the foregoing as true under the penalties of perjury, this 17th day of September, 2007.

/s/ Jordan M. Copland

Jordan M. Copland

Chief Financial Officer