EXHIBIT 3.2


                                  AMENDMENT TO
                           AMENDED AND RESTATED BYLAWS
                                       OF
                            IRIS INTERNATIONAL, INC.

         The Amended and Restated  Bylaws (the "BYLAWS") of IRIS  International,
Inc., a Delaware corporation (the "CORPORATION"), are hereby amended as follows:

         1.       Section  5.1 of  Article  V of the  Bylaws is  amended  in its
entirety to read as follows:

         "Section  5.1.  CERTIFICATES  FOR  SHARES.  Shares  may but need not be
         represented by certificates. The rights and obligations of stockholders
         shall be  identical  whether  or not their  shares are  represented  by
         certificates.   If  shares  are  represented  by   certificates,   such
         certificate shall be signed, in the name of the Corporation, by (i) the
         President or a Vice  President  and (ii) the  Secretary or an Assistant
         Secretary of the Corporation,  certifying the number of shares owned by
         such holder in the Corporation."

         2.       Section  5.4 of  Article  V of the  Bylaws is  amended  in its
entirety to read as follows:

         "Section 5.4. TRANSFERS. Stock of the Corporation shall be transferable
         in the manner prescribed by law and in these Bylaws. Transfers of stock
         shall be made on the books of the  corporation  (i) only by the  person
         named  in  the  certificate  or  by  such  person's  attorney  lawfully
         constituted  in  writing  and upon  the  surrender  of the  certificate
         therefor,  which shall be cancelled  before a new certificate  shall be
         issued,  if such shares are  represented  by a certificate  of stock or
         (ii) by delivery to the Corporation of such evidence of transfer as may
         be required by the  Corporation  if such shares are not  represented by
         certificates."

         3.       Except as set forth above,  the  remaining  provisions  of the
Bylaws shall not be amended  hereby and shall remain in full force and effect in
accordance with their respective terms.





                            CERTIFICATE OF SECRETARY



         I, the undersigned, do hereby certify:

         (1)  that  I  am  the  duly  elected  and  acting   Secretary  of  IRIS
International, Inc., a Delaware corporation (the "CORPORATION"); and

         (2)  that  the  foregoing   amendment  to  the  Corporation's   Bylaws,
constituting  1 page,  has been duly  adopted by the Board of  Directors  of the
Corporation at a duly noticed meeting held on July 12, 2007.

         IN WITNESS WHEREOF, I have hereunto  subscribed my name as of this 12th
day of July, 2007.



                                                     /S/ CESAR M. GARCIA
                                                     --------------------------
                                                     Cesar M. Garcia, Secretary


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