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 830, 2011 (September 29, 2011)

THE BUREAU OF NATIONAL AFFAIRS, INC.

(Exact name of registrant as specified in its charter)

Delaware	2-28286	53-0040540
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1801 South Bell Street, Arlington, Virginia 22202

(Address of principal executive offices including zip code)

Registrant's telephone number, including area code: (703) 341-3000

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 53.0203 Material ~~Departure~~Modification ofto ~~Directors~~Rights ~~or Certain Officers; Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Holders

As previously disclosed, on August 24, 2011, The Bureau of National Affairs, Inc., a Delaware corporation (bthe “Company”) ~~The~~, entered into an Agreement and Plan of Merger (the “Merger Agreement”), ~~dated~~with asBloomberg ~~of August 24~~Inc., ~~2011,~~a byDelaware ~~and~~corporation ~~among Bloomberg Inc.~~ (“Parent”), and Brass Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”). ~~and~~Under ~~The~~the ~~Bureau~~terms of ~~National~~the ~~Affairs~~Merger Agreement, ~~Inc.~~Purchaser commenced a tender offer on August 31, 2011 to purchase all outstanding Class A, Class B and Class C shares of common stock of the Company (the “~~Company~~Shares”) ~~contemplates~~at ~~that~~a ~~promptly~~price ~~following~~of ~~the~~$39.50 ~~occurrence~~per ofshare, net to the ~~Acceptance~~seller ~~Time~~in ~~(as~~cash, ~~such~~without ~~term~~interest isand ~~defined~~subject into ~~the~~any ~~Merger~~applicable ~~Agreement)~~withholding ~~with~~taxes, ~~respect~~upon the terms and subject to the ~~tender~~conditions ~~offer~~set ~~made~~forth byin ~~Purchaser~~the Offer to Purchase, ~~the~~dated ~~Company~~August ~~will~~31, ~~reduce~~2011, and in the ~~total~~related ~~number~~Letter of ~~directors~~Transmittal ~~sitting~~(which ontogether ~~the~~with ~~Company’s~~all ~~Board~~amendments ofand ~~Directors~~supplements (thereto, collectively constitute the “~~Board~~Offer”). toThe ~~five,~~Offer ~~and~~expired ~~Purchaser~~at ~~will~~12:00 bemidnight, ~~entitled~~New toYork ~~designate~~City ~~three~~time, ~~directors~~at to the ~~Board~~end of Wednesday, September 28, 2011 (such time and date, the “~~Purchaser~~Expiration ~~Designees~~Date”). In ~~connection~~On ~~therewith~~September 29, 112011 Parent announced the completion of the ~~current~~Offer ~~directors~~(the of“Acceptance Time”). According to BNY Mellon Shareowner Services, the ~~Company~~depositary ~~will~~for ~~resign~~the ~~from~~Offer, ~~their~~approximately ~~positions~~9,221,471 asClass ~~directors~~A shares, 14,646,962 Class B shares and ~~two~~6,450 ~~current~~Class ~~directors~~C shares were validly tendered and not properly withdrawn as of the ~~Company~~Expiration ~~will~~Date, ~~remain~~representing onapproximately 95% of the ~~Board~~outstanding (Shares and approximately 96% of the ~~“Continuing~~Class ~~Directors”)~~A shares. Purchaser has accepted for payment all Shares that were validly tendered and not withdrawn, and payment has been made, in accordance with the terms of the Offer.

~~Accordingly,~~Pursuant onto ~~September~~the 8,terms ~~2011,~~and subject to the ~~Board~~conditions ~~adopted~~of athe ~~resolution~~Merger ~~that~~Agreement, ~~effective~~Purchaser asmerged ofwith ~~the~~and ~~Acceptance~~into ~~Time~~the Company, with the ~~size~~Company ofcontinuing as the ~~Board~~surviving ~~shall~~corporation be(the ~~fixed~~“Merger”) aton ~~five~~September ~~directors~~30, ~~and~~2011 (the ~~following~~“Effective ~~directors~~Time”) ~~submitted~~in ~~resignations~~accordance aswith ~~directors of~~ the ~~Company,~~“short-form” ~~effective~~merger ~~only~~provisions ~~upon~~available ~~the~~under ~~occurrence~~Delaware oflaw, ~~and~~which asallow the completion of, the ~~Acceptance~~Merger ~~Time:~~without ~~Paul~~a A.vote ~~Blakely,~~or ~~Cynthia~~meeting J.of ~~Bolbach,~~stockholders ~~Gerald~~of ~~Hobbs,~~the ~~Marcia P~~Company. ~~Kaplan,~~In ~~George~~connection J.with ~~Korphage~~the Merger, ~~Eunice~~each F.issued ~~Lin,~~and ~~Darren~~outstanding P.Share ~~McKewen,~~(other ~~Jonathan~~than ~~Newcomb,~~Shares ~~Ellen~~held ~~Taus,~~by ~~Daniel~~the ~~Toohey~~Company ~~and~~or ~~David~~Parent, M.Purchaser ~~Victor. The~~or ~~Board~~their ~~selected~~respective ~~the~~wholly-owned ~~following~~subsidiaries, ~~two~~or ~~Company~~by ~~directors~~any toperson ~~continue~~who is entitled to ~~serve~~and onproperly ~~the~~exercises ~~Board~~appraisal asrights ~~Continuing~~under ~~Directors,~~Delaware ~~effective~~law) ~~contingent~~was ~~upon~~converted into the ~~occurrence of,~~right ~~and~~to asreceive ~~of,~~$39.50 ~~the~~per ~~Acceptance~~Share ~~Time:~~in ~~Gregory~~cash, C.without ~~McCaffery~~interest and ~~Paul~~less N.any ~~Wojcik~~required withholding taxes.

~~(d) To~~The ~~fill~~description of the ~~vacancies~~Merger ~~that~~Agreement ~~will~~set beforth ~~created~~above bydoes ~~the~~not ~~resignations~~purport ofto ~~the~~be ~~Company’s~~complete ~~directors~~and ~~upon~~is ~~the~~qualified ~~occurrence~~in ofits ~~the~~entirety ~~Acceptance~~by ~~Time,~~reference ~~and pursuant~~ to the Merger Agreement, ~~the~~which ~~Board~~was ~~appointed~~filed by the ~~following~~Company ~~three Purchaser Designees~~ as ~~directors~~Exhibit of2.1 to the Company,’s ~~effective~~Current ~~only~~Report ~~upon~~on ~~the~~Form ~~occurrence of~~8-K, ~~and~~filed aswith ~~of,~~ the ~~Acceptance~~SEC ~~Time: Martin~~on J.August ~~Geller~~30, ~~Peter~~2011, ~~T. Grauer~~ and ~~Elizabeth~~incorporated T.herein ~~Mazzeo. Upon~~by ~~the occurrence of the Acceptance Time, the Purchaser Designees will serve on each committee of the Board~~reference.

Item 5.0301 Changes ~~Amendments~~in toControl ~~Articles~~ of ~~Incorporation or Bylaws; Change of Fiscal Year.~~Registrant

InAs ~~connection~~a ~~with~~result of the ~~Company's~~acceptance ~~obligations~~of ~~under~~Shares in the ~~Merger~~Offer ~~Agreement,~~ on September 829, 2011, ~~the~~a ~~Board~~change ~~conditionally~~in ~~approved~~control ~~amended~~of ~~and restated by-laws for~~ the Company ~~(the~~occurred. ~~“Amended~~Upon ~~and Restated By-Laws”), effective contingent upon~~ the ~~occurrence~~effectiveness of, ~~and~~the ~~as of~~Merger, the ~~Acceptance~~Company ~~Time. The~~became ~~Amended~~an ~~and~~indirect ~~Restated By~~wholly-~~Laws~~owned ~~will~~subsidiary ~~not~~of ~~become~~Parent. ~~effective~~The ifdisclosure ~~the~~under ~~Acceptance~~Item ~~Time does not occur~~3. ~~The~~03 ~~Amended~~is ~~and~~incorporated ~~Restated~~herein ~~By-Laws,~~by ~~upon their effectiveness, will be amended to:~~reference.

ŸThe ~~reflect~~total ~~that~~amount ~~the main office~~ of the ~~Company~~consideration ispayable in ~~Arlington, Virginia; Ÿ eliminate~~ the ~~prohibition~~change ~~on voting, in any director election, shares~~ of ~~the~~control ~~Company’s~~transaction ~~stock~~was ~~that~~approximately ~~have~~$992 ~~been~~million. ~~transferred~~The ~~within~~funds 20used ~~days prior~~ to ~~such~~consummate ~~director~~the ~~election;~~Offer Ÿand ~~eliminate~~ the ~~eligibility~~Merger ~~requirements~~are ~~for~~from ~~individuals~~cash ~~to serve~~ on ~~the~~hand ~~Board, which provided that (i)~~ at ~~least~~Parent ~~three but no more than five directors on the Board be “independent directors”~~ and ~~(ii) the other directors on the Board own shares of the Class A or Class B common stock of the Company and be an active or retired officer or employee of the Company or one of~~ its subsidiaries, and modify the related provision regarding the voting standard for such categories of directors to establish a simple plurality standard for election of directors; Ÿ establish that the number of persons that shall constitute the Board shall be not less than two nor more than five;.

ŸItem ~~establish~~5.02 Departure ~~a Board comprised~~ of five directors (the “Initial Board”); Ÿ permit the Purchaser Designees to serve as directors on the Initial Board and each committee thereof from and after the Acceptance Time until the first annual meeting of stockholders following the Acceptance Time; Ÿ provide that no other person be required to be elected or designated to the Initial Board or any committee thereof other than the Continuing Directors, ~~who shall remain on the Initial Board until the earlier of the Effective Time (as such term is defined in the Merger Agreement)~~ or ~~the~~Certain ~~first annual meeting of the stockholders of the Company following the Acceptance Time~~Officers; ŸElection ~~establish the qualifications~~ of ~~directors to be appointed to fill vacancies on the Initial Board; Ÿ create a committee comprising all the Continuing~~ Directors then in office (the “Continuing Directors Committee”) and require the approval of a majority of the Continuing Directors then in office to authorize (i) the taking of certain actions with respect to the Merger Agreement or the transactions contemplated thereunder or (ii) any material amendment to the Company’s Certificate of Incorporation or By-Laws in a manner that would reasonably be expected to adversely affect the interests of the stockholders of the Company (other than Parent or any of its affiliates); ŸAppointment ~~establish the quorum requirements for the transaction~~ of ~~business~~Certain ~~at all meetings of the Continuing Directors Committee~~Officers; ~~and~~Compensatory ŸArrangements ~~eliminate the requirements that (i) only independent directors serve on the Audit Committee and the Executive Compensation Committee, (ii) at least three members~~ of ~~the~~Certain ~~Corporate Governance Committee be independent directors and (iii) employee directors may not comprise a majority of the Corporate Governance Committee.~~Officers

In ~~addition~~connection towith the ~~amendments~~Merger ~~described above, the Amended & Restated By-Laws will be amended to effect certain changes to clarify language~~ and toas ~~make~~contemplated ~~several~~in ~~technical~~the ~~corrections~~Merger ~~and~~Agreement, ~~nonsubstantive~~effective ~~modifications. The~~as ~~foregoing description~~ of ~~amendments to~~ the ~~Amended~~Acceptance ~~and Restated By-Laws is only a summary~~Time, ~~does not purport to be complete, and is qualified in its entirety by reference to~~ the ~~complete~~size ~~text~~ of the ~~Amended~~Company’s ~~and~~Board ~~Restated By-Laws. A copy~~ of ~~the~~Directors ~~Amended and Restated By-Laws, effective contingent upon~~ (the ~~occurrence~~“Board”) ~~of,~~was ~~and~~fixed asat ~~of,~~five ~~the Acceptance Time, is attached hereto as Exhibit 3.1 and incorporated herein by reference.~~directors

~~Item~~and 8the following individuals submitted resignations as directors of the Company: Paul A.01 ~~Other~~Blakely, ~~Events~~Cynthia J. Bolbach, Gerald Hobbs, Marcia P. Kaplan, George J. Korphage, Eunice F. Lin, Darren P. McKewen, Jonathan Newcomb, Ellen Taus, Daniel Toohey and David M. Victor. At the Acceptance Time, Gregory C. McCaffery and Paul N. Wojcik continued to serve on the Board as Continuing Directors, along with the three directors designated by Purchaser, Martin J. Geller, Peter T. Grauer and Elizabeth T. Mazzeo. Pursuant to the Merger Agreement, effective as of the Effective Time, the directors of Purchaser immediately prior to the Effective Time became the directors of the Company following the Merger. Mr. Wojcik and Mr. McCaffery submitted resignations as directors of the Company as of the Effective Time. Accordingly, the new directors of the Company are Martin J. Geller, Peter T. Grauer and Elizabeth T. Mazzeo. Information about the new directors is contained in Annex B to the Schedule 14D-9 filed by the Company with the SEC on August 31, 2011.

OnItem ~~September 8, 2011, the Board conditionally declared a cash dividend of $0~~5.2303 Amendments ~~per share,~~ to beArticles ~~payable~~of ~~only~~Incorporation inor ~~the~~Bylaws; ~~event~~Change ~~that the Offer (as such term is defined~~ in ~~the~~Fiscal Merger Agreement) has not expired on or prior to midnight, September 30, 2011. If the Offer has not expired on or prior to midnight, September 30, 2011, this dividend will be payable to the holders of record of issued and outstanding shares of Class A, Class B and Class C common stock of the Company as of the close of business on September 30, 2011, and will be paid to such stockholders promptly after such date.Year

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~Merger Agreement, at the Effective Time, the Company’s certificate of incorporation was amended and ~~Exhibits~~restated in its entirety to be identical to the certificate set forth in Exhibit A to the Merger Agreement (the “Amended and Restated Certificate of Incorporation”).

The material changes effected by the adoption of the Amended and Restated Certificate of Incorporation are as follows:

•	The authorized capital stock of the Company is 1,000 shares of common stock of the Company, all of which are common stock with the par value of $0.01 per share. Previously, the authorized capital stock of the Company was 65,000,000 shares of common stock, par value $1.00 per share, divided into three classes: 30,000,000 Class A Shares with voting rights, 30,000,000 Class B Shares without voting rights and 5,000,000 Class C Shares without voting rights.
•	Provisions detailing certain powers, preferences and rights of the three classes of authorized capital stock of the Company were eliminated.
•	The board of directors retains the power to adopt, amend or repeal the bylaws of the Company, but other provisions detailing other powers of the board of directors were eliminated.
•	To the fullest extent permitted by law, the Company shall indemnify directors and officers of the Company and its subsidiaries. Previously, the certificate of incorporation of the Company did not address indemnification of directors and officers of the Company and its subsidiaries.
•	To the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”), no director of the Company shall be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. Previously, the certificate of incorporation of the Company did not contain such a provision.
•	Provisions concerning reorganization and compromise with creditors were eliminated.
•	The Company expressly elects not to be governed by Section 203 of the DGCL.

The foregoing description of the Amended and Restated Certificate of Incorporation does not purport to be complete and is qualified in its entirety by reference to such document, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
3.1		Amended and Restated ~~By-Laws~~Certificate of Incorporation of The Bureau of National Affairs, Inc.

SIGNATURE

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.

	THE BUREAU OF NATIONAL AFFAIRS, INC.
	THE BUREAU OF NATIONAL AFFAIRS, INC. (registrant)
Date: September 8, 2011	By:	/s/ Paul N. Wojcik
Date: September 30, 2011	By:	/s/ Paul N. Wojcik
		Name:	Paul N. Wojcik
		Name: Paul N. Wojcik
		Title:	Chairman of the Board and Chief Executive Officer
		Title: Chief Executive Officer

Exhibit Index

Exhibit No.		Description
3.1		Amended and Restated ~~By-Laws~~Certificate of Incorporation of The Bureau of National Affairs, Inc.

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