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:December 6, 2007
Date of Earliest Event Reported:  December 5, 2007
 
MAXIMUS, INC.
(Exact name of registrant as specified in its charter)


Virginia
(State or other jurisdiction of incorporation)
  
1-12997
(Commission File Number)
  
54-1000588
(I.R.S. Employer Identification No.)
         
11419 Sunset Hills Road,
Reston, Virginia
(Address of principal executive offices)
 
20190-5207
(Zip Code)

 
Registrant’s telephone number, including area code:  (703) 251-8500

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 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On December 5, 2007, the Board of Directors of MAXIMUS, Inc. (“Company”) adopted an amendment to the Company’s Bylaws to authorize the issuance of shares of stock in electronic form.  This amendment was necessary to permit the Company to participate in the Direct Registration System as required under new rules of the New York Stock Exchange effective January 1, 2008.


 Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished pursuant to Item 5.03 above.
  

Exhibit No.
Description
 
 
99.1
Amendment to the Amended and Restated Bylaws of MAXIMUS, Inc.
   


 
 
 


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.

 
MAXIMUS, Inc.
  
       
Date: December 6, 2007
By:
/s/ David R. Francis
  
   
David R. Francis
  
   
General Counsel and Secretary
  
       
 
 
 
 
 
 
EXHIBIT INDEX
 
 
Exhibit No.                                           Description

99.1
Amendment to the Amended and Restated Bylaws of MAXIMUS, Inc.