form8k.htm
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) June 20, 2008



Bank of Marin Bancorp
(Exact name of Registrant as specified in its charter)


California
001-33572
20-8859754
(State or other jurisdiction of incorporation)
(File number)
(I.R.S. Employer Identification No.)


504 Redwood Blvd., Suite 100, Novato, CA
94947
(Address of principal executive office)
(Zip Code)

Registrant’s telephone number, including area code:  (415) 763-4520


Not Applicable
(Former name or former address, if changes since last report)

Check the appropriate box below if the Form 8-K filing is 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 (17CFR 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))
 
 
 
 

Section 5 – Corporate Governance and Management

Item 5.05
Amendment to Registrant’s Code of Ethics

At its regularly scheduled meeting on June 20, 2008, Registrant’s Board of Directors approved a revision of Bank of Marin Bancorp’s Code of Ethics. A copy of the Code of Ethics is furnished as Exhibit 14.0 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01
Financial Statements and Exhibits

(d)
Exhibits

Exhibit
Number
Description
Code of Ethics approved June 20, 2008

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.


Dated: June 25, 2008
BANK OF MARIN BANCORP
     
     
 
by:
/s/ Christina J. Cook
     
   
Christina J. Cook
   
Executive Vice President
   
and Chief Financial Officer