8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): October 24, 2007
                                                         ----------------

                            Valpey-Fisher Corporation
                            -------------------------
               (Exact Name of Registrant as Specified in Charter)

              Maryland              1-4184             06-0737363
              --------              ------             ----------
    (State or other jurisdiction  Commission File     (IRS Employer
          of incorporation)          Number       Identification Number)

   75 South Street, Hopkinton, MA                         01748
(Address of principal executive offices)                (Zip Code)

      Registrant's telephone number, including area code: (508) 435-6831

                                 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 (see General Instruction A.2. below):

|_| 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
                ----------------------------------------------------------------

      On October 24, 2007, the Board of Directors of Valpey-Fisher Corporation
("the Company") voted to amend Sections 1, 2, and 3 of Article VIII of the
Company's By-Laws to permit the use of uncertificated shares of the Company's
capital stock. The amendments were adopted in connection with the Company
becoming eligible to participate in the Direct Registration System by January 1,
2008, as required by the American Stock Exchange rules.



Item 9.01.      Financial Statements and Exhibits.
                ---------------------------------

(d)     Exhibits

        Exhibit No.    Description
        -----------    -----------

        3.2            Amendment to Article VIII, Sections 1, 2, and 3 of the
                       By-Laws effective October 24, 2007.  Filed herewith.



                                    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.


                                              Valpey-Fisher Corporation

        Date:  October 25, 2007               By: /s/ Michael J. Kroll
                                                  --------------------

                                                  Michael J. Kroll
                                                  Vice President, Treasurer and
                                                  Chief Financial Officer

EX-3.2

                                                                     Exhibit 3.2

                            Valpey-Fisher Corporation

                Amendment to By-Laws - effective October 24, 2007

      Sections 1, 2 and 3 of Article VIII of the Bylaws of Valpey-Fisher
Corporation are hereby amended to read in their entirety as follows:

      Section 1. Certificates for Stock. The shares of the Corporation's stock
may be certified or uncertified, as provided under Maryland law, and shall be
entered in the books of the Corporation and registered as they are issued.

      Any certificate for stock shall be signed by the President or
Vice-President and the Secretary or an Assistant Secretary or the Treasurer or
an Assistant Treasurer of the Corporation and may be sealed with the seal of the
Corporation or a facsimile thereof.

      Within a reasonable time after the issuance or transfer of uncertificated
stock, the Corporation shall send to the registered owner thereof a written
notice that shall set forth the name of the Corporation, that the Corporation is
organized under the laws of the State of Maryland, the name of the shareholder,
the number and class (and the designation of the series, if any) of the shares
represented, any restrictions on the transfer or registration of such shares of
stock and any other information required by the General Corporation Law of
Maryland.

      Section 2. Replacement of Certificates. Any person claiming a share
certificate to be lost, stolen or destroyed shall make an affidavit or
affirmation of the fact in such manner as the Board of Directors may require and
shall, if the Board of Directors so requires, give the Corporation a bond of
indemnity in form and amount, and with one or more sureties satisfactory to the
Board of Directors, as the Board of Directors may require, whereupon the
Corporation may issue (i) a new certificate or certificates of stock or (ii)
uncertificated shares in place of any certificates previously issued by the
Corporation alleged to have been lost, stolen or destroyed.

      Section 3. Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate or
evidence of the issuance of uncertificated shares to the shareholder entitled
thereto, cancel the old certificate and record the transaction upon the
Corporation's books. Upon the surrender of any certificate for transfer of
stock, such certificate shall at once be conspicuously marked on its face
"Cancelled" and filed with the permanent stock records of the Corporation.

      Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be cancelled, issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the shareholder entitled thereto and the transaction shall be recorded upon the
books of Corporation. If the Corporation has a transfer agent or registrar
acting on its behalf, the signature of any officer or representative thereof may
be in facsimile.



      The Board of Directors may appoint a transfer agent and registrar and may
make or authorize such agent to make all such rules and regulations deemed
expedient concerning the issue, transfer and registration of shares of stock.