Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 15, 2009, Dr. Errol B. De Souza retired as a member of the Board of Directors (the "Board") of IDEXX Laboratories, Inc. (the "Company"). His decision to retire was not as a result of any disagreement with the Company or its management.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 15, 2009, the Board adopted and approved amendments (the "Amendments") to the Company's Amended and Restated By-Laws (the "By-Laws") to (i) revise and expand the advance notice requirements for stockholder proposals at annual meetings and nominations of directors and (ii) modify the provisions relating to share certificates, uncertificated shares and transfers of shares. The Amendments took effect on July 15, 2009, in accordance with the resolutions adopted by the Board.
Pursuant to the amended advance notice requirements, for stockholder proposals and nominations of directors in connection with our 2010 annual meeting, the Company must receive notice of any nomination of directors or proposed item of business, and all required supporting information, no earlier than January 6, 2010 and no later than February 5, 2010, assuming the meeting is held between April 16, 2010 and July 5, 2010 as is currently expected. The deadline for stockholder proposals submitted pursuant to Rule 14a-8 under the SEC rules for inclusion in our proxy materials for our 2010 annual meeting of stockholders continues to be November 26, 2009.
The description above regarding the Amendments to the Company's By-Laws is qualified in its entirety by reference to the full text of such amended By-Laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated herein by reference. The copy is marked to show changes from the prior By-Laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

3.1 Amended and Restated By-Laws of IDEXX Laboratories, Inc., effective as of July 15, 2009.

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