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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) February 20, 2009

CMS Bancorp Inc.

(Exact n am e of re gistran t as spe cifie d in its ch arte r)

Delaware 001-33322 20-8137247

(State or oth e r jurisdiction (C om m ission File Nu m be r) (IRS Em ploye r
of in corporation ) Ide n tification No.)

123 Main Street, Suite 750 White Plains, New York 10601
(Addre ss of prin cipal e xe cu tive office s) (Zip C ode )

Registrant’s telephone number, including area code: (914) 422-2700

(Form e r n am e or form e r addre ss, if ch an ge d since last re port)

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

On February 20, 2009, CMS Bancorp, Inc. (the “Registrant”), filed a Certificate of Amendment with the Delaware Secretary of State to amend
the Registrant’s Certificate of Incorporation. The amendment, which became effective upon filing, reduces the number of authorized shares of
the Company’s common stock from 14,000,000 to 7,000,000. The Certificate of Amendment to the Company’s Certificate of Incorporation is
attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit 3.1. Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State on February 20, 2009.
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

CMS Bancorp Inc.

Date: February 23, 2009 By: /s/ Stephen Dowd

Stephen Dowd
Senior Vice President and Chief Financial Officer
Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CMS Bancorp, Inc.
(Pursuant to Section 242 of the Delaware General Corporation Law)

The undersigned Stephen Dowd, desiring to amend the certificate of incorporation of a Delaware corporation under the provisions of the
Delaware General Corporation Law (the “DCGL”), hereby certifies as follows:
1. He is the duly elected, qualified and acting Senior Vice President and Chief Financial Officer of CMS Bancorp, Inc., a corporation
organized and existing under the General Corporation Law of the State of Delaware (the “Company”).
2. The Company’s original Certificate of Incorporation was filed with the Delaware Secretary of State on August 29, 2005, and has
never been amended (such Certificate of Incorporation, the “Certificate”).
3. Section 1 of Article IV of the Certificate is hereby amended and restated in its entirety to read as follows:
Section 1. Shares, Classes and Series Authorized. The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is eight million (8,000,000) shares, of which one million (1,000,000) shares shall be
preferred stock, par value one cent ($.01) per share (the “Preferred Stock”), and seven million (7,000,000) shares shall be
common stock, par value one cent ($.01) per share (the “Common Stock”). The Preferred Stock and Common Stock are
sometimes hereinafter, collectively, referred to as the “Capital Stock.”
4. The amendment set forth herein has been duly approved and adopted by the Board of Directors of the Company.
5. The necessary number of issued and outstanding shares of capital stock of the Company required by the DCGL to approve the
amendment set forth herein were voted in favor of the amendment at the Company’s annual meeting held on February 19, 2009.
6. The amendment was duly adopted in accordance with the provisions of Section 242 of the DCGL.

[Signature page follows]

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IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed by Stephen Dowd, its Senior Vice President
and Chief Financial Officer, this 20th day of February, 2009.

By: /s/ Stephen Dowd

Name: Stephen Dowd
Title: Senior Vice President and Chief Financial Officer