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): March 27, 2009

Monarch Casino & Resort, Inc.

(Exact name of registrant as specified in its charter)

Nevada	0-22088	88-0300760
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
3800 South Virginia Street, Reno, Nevada		89502
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (775) 335-4600

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:

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.

Effective March 27, 2009, the board of directors of Monarch Casino & Resort, Inc. (the “Company”) amended the bylaws of the Company to allow for notification of annual and special meetings of the stockholders of the Company as provided under Nevada corporate law, including electronic notification.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.01 Amendment No. 2 to Bylaws of Monarch Casino & Resort, Inc. dated March 27, 2009.

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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.

	Monarch Casino and Resort, Inc.
Date: April 1, 2009	/s/ Ronald Rowan
	Ronald Rowan Chief Financial Officer and Treasurer

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EX-3.01

Exhibit 3.01

AMENDMENT NO. 2

TO

BYLAWS

OF

MONARCH CASINO & RESORT, INC.

Article I, Section 3, is amended to read:

3.  Notice of Annual Meeting.  Notice of the annual meeting shall be delivered or given in accordance with NRS 78.370, as amended, to each stockholder entitled to vote at the meeting.

Article I, Section 6, is amended to read:

6.  Notice of Special Meetings.  Notice of a special meeting shall be delivered or given in accordance with NRS 78.370, as amended, to each stockholder entitled to vote at the meeting.  In addition to the notice of any specific matters to be considered by the stockholders at any special meeting, there may also be included in the notice a reference to the fact that other matters may be considered at the meeting.

Certificate of Secretary

The undersigned Secretary does hereby certify that the foregoing is a true and correct copy of the Amendment No. 2 to Bylaws of Monarch Casino & Resort, Inc. adopted at a meeting of the Board of Directors held on March 27, 2009.

Dated this 27th day of March, 2009.

/s/ Bob Farahi

Bob Farahi

Secretary