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): January 28, 2004


                             IRIS INTERNATIONAL, INC.
              (Exact name of registrant as specified in its charter)


            Delaware                    333-110826               94-2579751
 (State or other jurisdiction)    (Commission File Number)    (I.R.S. Employer
of incorporation or organization)                            Identification No.)


    9172 Eton Avenue, Chatsworth, California               91311
    (Address of principal executive offices)            (Zip Code)



                                 (818) 709-1244
              (Registrant's telephone number, including area code)





Item 7.  Financial Statements and Exhibits.

      (c) Exhibits

Exhibit Number      Description
- --------------      -----------

     99.1          Press Release dated January 28, 2004.

Item 12.  Results of Operations and Financial Condition.

      On January 28,  2004,  IRIS  International,  Inc.  issued a press  release
announcing  financial  results for the fourth fiscal  quarter of 2003. A copy is
attached  as  Exhibit  99.1 to this  report and is  incorporated  herein by this
reference.

      The  information  in this  Current  Report  on  Form  8-K,  including  the
exhibits,  will not be treated as "filed" for the  purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities  of that  section.  This  information  will not be  incorporated  by
reference into a filing under the Securities Act of 1933, or into another filing
under the  Exchange  Act,  unless  that  filing  expressly  refers  to  specific
information in this report.



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                                   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.


Date:  January 30, 2004          IRIS INTERNATIONAL, INC.


                                 By: /s/ Martin Paravato
                                     ___________________
                                     Martin Paravato
                                     Chief Financial Officer




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                                  Exhibit Index

EXHIBIT NUMBER      DESCRIPTION
- --------------      -----------

     99.1           Press Release dated January 28, 2004.






















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