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) November 30, 2005

WESTERN SIZZLIN CORPORATION

(Exact Name of Registrant As Specified In Its Charter)

Delaware

State or Other Jurisdiction of Incorporation

0-25366	86-0723400
(Commission	(IRS Employer
File No.)	Identification Number)

1338 Plantation Road

Roanoke, Virginia        24012

(Address of Principal Executive Offices) (Zip Code)

(540) 345-3195

(Registrant’s Telephone Number Including Area Code)

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 Instructions A.2 below):

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 CRF 240.13e-4 (c))

Item 5.02	Departure of Directors or Principal Officers; Election of Directors;
	Appointments of Principal Officers

Effective December 1, 2005, Stanley L. Bozeman resigned as a Director. Mr. Bozeman has no disagreement with the Company.

Effective December 1, 2005, Mr. Sardar Biglari, Phillip L. Cooley, Ph.D., and Mr. Paul D. Sonkin were elected to the Board of Directors. Mr. Biglari and Dr. Cooley are both Directors of The Lion Fund, LP, an investment limited partnership owning approximately 16% of the Company’s outstanding common stock.  Mr. Biglari is also Chairman and Chief Executive Officer of Biglari Capital Corp., general partner of the Lion Fund, LP. Dr. Cooley was suggested as a possible Director by Mr. Biglari.  Mr. Sonkin is the Managing Member of Hummingbird Capital, LLC, the general partner of Hummingbird Value Fund, LP, Hummingbird Microcap Value Fund, LP and Tarsier Nanocap Value Fund, LP, all investment limited partnerships which collectively own approximately 18% of the Company’s outstanding common stock.

Committee assignments for the three new Directors have not yet been determined. An Amendment to this Form 8-K will be filed once their Committee assignments are finalized.

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

On November 30, 2005, the Board of Directors of Western Sizzlin Corporation adopted an amendment to Section 2.01 of the Company’s Restated Bylaws. As amended, Section 2.01 provides a specific procedure for stockholder nominations and proposals. Previously, the Bylaws contained no such provision. A copy of the amendment is filed as Exhibit 3.2.1 to this report.

Item 9.01. Financial Statements and Exhibits

(c)           Exhibits.

See Exhibit Index on page 3.

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.

	WESTERN SIZZLIN CORPORATION
Date: December 5, 2005	By:	/s/ Robyn B. Mabe
		Robyn B. Mabe
		Vice President and Chief Financial Officer

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Exhibit Index

Description

Exhibit No. 3.2.2            Amendment No. 2 to Restated Bylaws.

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EX-3.2.2

Exhibit 3.2.2

Amendment No. 2 to the

Restated Bylaws of

Western Sizzlin Corporation

The following amendment and restatement of Section 2.01 of the Restated Bylaws of Western Sizzlin Corporation was adopted by the unanimous written consent of the Board of Directors effective November 30, 2005, to read as follows:

“ARTICLE II

STOCKHOLDERS

Section 2.01 Annual Meeting.

(a)           Date, Time and Place. The annual meeting of the stockholders shall be held on the third Wednesday in the month of May in each year, beginning with the year 2000, at the hour of 10:00 o’clock a.m., for the purpose of electing directors and for the transaction of other proper business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Delaware, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated for the annual meeting of the stockholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the stockholders to be called as soon thereafter as practical.

(b)           Authority to Make Nominations and Submit Proposals. Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice at meeting, (ii) by or at the direction of the Board of Directors, or (iii) by any stockholder of the Corporation who was a stockholder of record at the time of giving of the notice provided for in this Bylaw, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Bylaw.

(c)           Procedure for Stockholders to Make Nominations and Submit Proposals. For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of Subsection (b) of this Bylaw, the stockholder must have given timely notice in writing to the Secretary of the Corporation and it must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from such anniversary date, notice by the stockholder to be

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timely must be so delivered not earlier than the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. Such stockholder’s notice shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (ii) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (iii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (a) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, and (b) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner.

(d)           Increase in Number of Directors. Notwithstanding anything in the second sentence of Subsection (c) of this Bylaw to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least seventy (70) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

(e)           Exclusive Nominating Process.Only such persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as directors and only such business shall be conducted at an annual meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws. The chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposed business or nomination shall be disregarded.

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(f)           Public Announcement Defined. For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, the Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

(g)          Compliance with Exchange Act. Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.”

Dated as of November 30, 2005.

/s/ Robyn B. Mabe

Robyn B. Mabe, Secretary

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