<SUBMISSION>
<ACCESSION-NUMBER>0000874716-00-000011
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>4
<PERIOD>20000630
<FILING-DATE>20000814
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>IDEXX LABORATORIES INC /DE
<CIK>0000874716
<ASSIGNED-SIC>2835
<IRS-NUMBER>010393723
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>000-19271
<FILM-NUMBER>697473
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>ONE IDEXX DR
<CITY>WESTBROOK
<STATE>ME
<ZIP>04092
<PHONE>2078560300
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>ONE IDEXX DR
<CITY>WESTBROOK
<STATE>ME
<ZIP>04092
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>IDEXX CORP / DE
<DATE-CHANGED>19600201
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>IDEXX LABORATORIES, INC.
<TEXT>


<PAGE> 1

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended June 30, 2000

                                       or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number: 0-19271

                           IDEXX LABORATORIES, INC.
            (Exact name of registrant as specified in its charter)

                 DELAWARE                               01-0393723
         (State of incorporation)          (I.R.S. Employer Identification No.)

    ONE IDEXX DRIVE, WESTBROOK, MAINE                     04092
 (Address of principal executive offices)               (Zip Code)

                                (207) 856-0300
             (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months (or for such shorter period that the  registrant  was
required  to  file  such  reports), and (2) has  been  subject  to  such  filing
requirements for the past 90 days.

Yes [X]  No [ ]

Indicate  the  number of shares outstanding of each of the issuer's  classes  of
common stock, as of the latest practicable date.

As  of  July 31, 2000, 34,636,275 shares of the registrant's Common Stock,  $.10
par value, were outstanding.
<PAGE> 2
                  IDEXX LABORATORIES, INC. AND SUBSIDIARIES

                                    INDEX
<TABLE>
<CAPTION>
                                                                    PAGE
<S>                                                                 <C>
     PART I -- FINANCIAL INFORMATION

     Item 1.   Financial Statements:
               Consolidated Balance Sheets
               June 30, 2000 and December 31, 1999                    3

               Consolidated Statements of Operations
               Three and Six Months Ended
               June 30, 2000 and June 30, 1999                        4

               Consolidated Statements of Cash Flows
               Six Months Ended
               June 30, 2000 and June 30, 1999                        5

               Notes to Consolidated Financial Statements             6-9

     Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations                    10-14

     PART II -- OTHER INFORMATION

     Item 1.   Legal Proceedings                                      15

     Item 4.   Submission of Matters to a Vote of Security Holders    15

     Item 6.   Exhibits and Reports on Form 8-K                       16

     SIGNATURES                                                       17
</TABLE>
FORWARD LOOKING INFORMATION

This  Quarterly Report on Form 10-Q includes certain forward-looking  statements
about the business of IDEXX Laboratories, Inc. and its subsidiaries (the
"Company") including, without limitation, the belief that the Company's current
cash and short-term investments will be sufficient to fund its on-going
operations for the foreseeable future, and that the Company has meritorious
defenses in certain of its litigation matters. Such forward-looking statements
are subject to risks and uncertainties that could cause the Company's actual
results to vary materially from those indicated in such forward-looking
statements.  These risks and uncertainties are discussed in more detail in the
section captioned "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in Item 2 of Part I of this report.

<PAGE> 3

PART I -- FINANCIAL INFORMATION

  Item 1. -- FINANCIAL STATEMENTS

                  IDEXX LABORATORIES, INC. AND SUBSIDIARIES
                         Consolidated Balance Sheets
                   (In Thousands, Except Per Share Amounts)
                                 (Unaudited)
<TABLE>
<CAPTION>

                        ASSETS                         JUNE 30,  DECEMBER 31,
                                                         2000        1999
<S>                                                    --------  ------------
CURRENT ASSETS:                                        <C>          <C>
 Cash and cash equivalents                             $ 73,654     $ 58,576
 Short-term investments                                  50,763       46,835
 Accounts receivable, less reserves of $4,542
  and $4,828 in 2000 and 1999, respectively              63,294       58,353
 Inventories                                             56,747       47,488
 Deferred income taxes                                   14,594       14,679
 Other current assets                                     6,696        6,484
                                                       --------     --------
  Total current assets                                  265,748      232,415

LONG-TERM INVESTMENTS                                    13,980       25,517

PROPERTY AND EQUIPMENT, AT COST:
 Land                                                     1,191        1,196
 Buildings and improvements                               4,554        4,528
 Leasehold improvements                                  18,634       18,522
 Machinery and equipment                                 35,195       34,630
 Office furniture and equipment                          31,256       28,630
 Construction-in-progress                                 2,662        1,152
                                                       --------     --------
                                                         93,492       88,658
 Less - Accumulated depreciation and amortization        53,988       49,108
                                                       --------     --------
                                                         39,504       39,550
OTHER ASSETS, Net                                        56,857       60,500
                                                       --------     --------
                                                       $376,089     $357,982
                                                       ========     ========

         LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
 Accounts payable                                       $18,908      $21,819
 Accrued expenses                                        55,043       38,011
 Notes Payable                                            3,376        3,543
 Deferred revenue                                         9,712       10,268
                                                       --------     --------
  Total current liabilities                              87,039       73,641

STOCKHOLDERS' EQUITY:
 Common stock, $0.10 par value
  Authorized 60,000 shares
  Issued and outstanding 40,007 shares in 2000
   and 39,584 shares in 1999                              4,001        3,958
  Additional paid-in capital                            291,792      284,459
  Retained earnings                                      81,181       63,619
  Accumulated other comprehensive income (loss)          (4,351)      (3,473)
  Treasury Stock (4,939 shares in 2000 and 3,899
   shares in 1999), at cost                             (83,573)     (64,222)
                                                       --------     --------
   Total stockholders' equity                           289,050      284,341
                                                       --------     --------
                                                       $376,089     $357,982
                                                       ========     ========

</TABLE>
         See accompanying notes to consolidated financial statements.

<PAGE> 4
                  IDEXX LABORATORIES, INC. AND SUBSIDIARIES
                    Consolidated Statements of Operations
                   (In Thousands, Except Per Share Amounts)
                                 (Unaudited)
<TABLE>
<CAPTION>

                                       THREE MONTHS ENDED     SIX MONTHS ENDED
                                      --------------------   ------------------
                                      JUNE 30,    JUNE 30,   JUNE 30,   JUNE 30,
                                        2000        1999       2000       1999
                                     ----------  ---------  ---------  ---------
<S>                                   <C>        <C>       <C>        <C>
Revenue                               $93,552    $91,524   $184,430   $181,172

Cost of revenue                        46,852     46,910     93,127     91,684
                                     --------    -------   --------   --------

  Gross Profit                         46,700     44,614     91,303     89,488

Expenses:
  Sales and marketing                  15,369     14,411     31,093     29,564
  General and administrative           10,259     11,084     20,837     23,201
  Research and development              7,193      7,509     13,987     14,680
                                     --------   --------   --------   --------
   Income from operations              13,879     11,610     25,386     22,043
Interest income, net                    1,366      1,334      2,713      2,644
                                     --------   --------   --------   --------
   Income before provision for
    income taxes                       15,245     12,944     28,099     24,687
Provision for income taxes              5,717      4,919     10,537      9,381
                                     --------   --------   --------   --------

   Net income                          $9,528     $8,025    $17,562    $15,306
                                     ========   ========   ========   ========

Net income per common share: Basic      $0.27      $0.20      $0.50      $0.39
                                     ========   ========   ========   ========
Net income per common share: Diluted    $0.26      $0.20      $0.48      $0.37
                                     ========   ========   ========   ========
</TABLE>
         See accompanying notes to consolidated financial statements.
<PAGE> 5
                  IDEXX LABORATORIES, INC. AND SUBSIDIARIES
                    Consolidated Statements of Cash Flows
                                (In Thousands)
                                 (Unaudited)
<TABLE>
<CAPTION>

                                                          SIX MONTHS ENDED
                                                       ----------------------
                                                       JUNE 30,      JUNE 30,
                                                         2000          1999
                                                    -------------- -------------
<S>                                                       <C>           <C>
 Cash Flows from Operating Activities:
 Net income                                               $17,562       $15,306
 Adjustments to reconcile net income to net cash
 Provided by operating activities, net of acquisitions:
  Depreciation and amortization                             9,375         8,456
  Provision for (benefit of) deferred income taxes            240        (1,996)
  Changes in assets and liabilities:
   Accounts receivable                                     (5,849)       (9,973)
   Inventories                                            (14,983)        7,529
   Other current assets                                      (133)        2,604
   Accounts payable                                          (739)      (13,127)
   Accrued expenses                                         4,390        13,675
   Deferred revenue                                          (556)         (154)
                                                          --------     ---------
    Net cash provided by operating activities               9,307        22,320
                                                          --------     ---------

Cash Flows from Investing Activities:
 Purchases of property and equipment                       (6,632)       (4,398)
 Decrease (increase) in investments, net                    7,609       (22,816)
 Increase in other assets                                  (1,033)         (241)
 Acquisition of businesses, net of cash acquired             (178)       (1,257)
 Disposition of businesses                                 10,400            --
                                                         --------      --------
    Net cash provided by (used in) investing activities    10,166       (28,712)
                                                         --------      ---------

Cash Flows from Financing Activities:
 Payment of notes payable                                    (129)         (413)
 Proceeds from the exercise of stock options                6,203          5,822
 Purchase of treasury stock                                (9,561)            --
                                                         ---------      --------
    Net cash provided by (used in) financing activities    (3,487)         5,409
                                                         ---------      --------

Net effect of Exchange Rate Changes                          (908)       (1,004)
                                                         ---------     ---------
Net increase (decrease) in Cash and Cash Equivalents        15,078       (1,987)

Cash and Cash Equivalents, beginning of period              58,576       109,063
                                                          --------      --------
Cash and Cash Equivalents, end of period                   $73,654      $107,076
                                                          ========      ========

Supplemental Disclosure of Cash Flow Information:
 Interest paid during the period                               $--           $39
                                                          ========      ========
 Income taxes paid during the period                        $2,979        $3,171
                                                          ========      ========
</TABLE>
         See accompanying notes to consolidated financial statements.
<PAGE> 6

                  IDEXX LABORATORIES, INC. AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements
                                 (Unaudited)

1. Basis of Presentation
   The  accompanying  unaudited,  consolidated  financial  statements  of  IDEXX
   Laboratories,  Inc.  ("IDEXX"  or  the  "Company")  have  been  prepared   in
   accordance   with  generally  accepted  accounting  principles  for   interim
   financial information and with the requirements of Form 10-Q.

   The  accompanying interim consolidated financial statements reflect,  in  the
   opinion  of  the Company's management, all adjustments necessary for  a  fair
   presentation  of  the  financial position and  results  of  operations.   The
   results  of  operations  for  the six months ended  June  30,  2000  are  not
   necessarily  indicative  of the results to be expected  for  the  full  year.
   These  financial statements should be read in conjunction with the  Company's
   1999  Annual  Report  to the Shareholders, as filed on  Form  10-K  with  the
   Securities and Exchange Commission.

2. New Accounting Pronouncements
   In  June  1998, the Financial Accounting Standards Board issued Statement  of
   Financial  Accounting Standards No. 133 "Accounting for Derivative Instrument
   and  Hedging Activities" ("Statement No. 133"), which establishes  accounting
   and   reporting  standards  for  hedging  activities.   Statement   No.   133
   establishes special accounting for the following three types of hedges:  fair
   value  hedges,  cash  flow hedges, and hedges of foreign currency  exposures.
   This  statement is effective for fiscal years beginning after June 15,  2000.
   The  Company does not believe that implementation of this statement will have
   a material impact on the financial statements.

3. Inventories
   Inventories  include  material, labor and overhead, and  are  stated  at  the
   lower  of cost (first-in, first-out) or market. The components of inventories
   are as follows (in thousands):

                               JUNE 30,  DECEMBER 31,
                                 2000        1999
                               --------  ------------
          Raw materials         $11,526        $6,385
          Work-in-process         3,317         4,190
          Finished goods         41,904        36,913
                               --------      --------
                                $56,747       $47,488
                               ========      ========

4. Comprehensive income
<TABLE>
<CAPTION>
                                         THREE MONTHS ENDED  SIX MONTHS ENDED
                                         JUNE 30,  JUNE 30,  JUNE 30, JUNE 30,
                                           2000      1999      2000     1999
                                         --------  --------  -------- --------

<S>                                        <C>       <C>      <C>      <C>
Net income                                 $9,528    $8,025   $17,562  $15,306

 Other comprehensive income(loss):
 Foreign currency translation adjustments    (246)     (369)     (878)  (1,041)
                                          --------  --------  -------- --------
  Comprehensive income                      $9,282    $7,656   $16,684  $14,265
                                          ========  ========  ======== ========
</TABLE>
<PAGE> 7

5.  Earnings per share
    The  following  is  a  reconciliation of shares outstanding  for  basic  and
    diluted earnings per share (in thousands):
<TABLE>
                                          THREE MONTHS ENDED  SIX MONTHS ENDED
                                          JUNE 30,  JUNE 30, JUNE 30,  JUNE 30,
                                            2000      1999     2000      1999
                                          --------  -------- --------  --------
<S>
Basic:                                      <C>       <C>      <C>       <C>
 Weighted average shares outstanding        35,408    39,321   35,349    39,115
                                          ========  ======== ========  ========

Diluted:
 Weighted average shares outstanding        35,408    39,321   35,349    39,115
 Dilutive effect of stock options
 issued to employees                         1,549     1,548    1,398     1,711
 Shares assumed issued for the acquisition
 of Blue Ridge Pharmaceuticals,Inc.            115       115      115       115
                                          --------  -------- --------  --------
                                            37,072    40,984   36,862    40,941
                                          ========  ======== ========  ========

6.  Commitments and contingencies

    From  time  to  time  the  Company has received notices  alleging  that  the
    Company's  products infringe third-party proprietary rights. In  particular,
    the  Company  has  received notices claiming that certain of  the  Company's
    immunoassay products infringe third-party patents, although the  Company  is
    not  aware  of  any pending litigation with respect to such claims.   Patent
    litigation  frequently is complex and expensive, and the outcome  of  patent
    litigation can be difficult to predict. There can be no assurance  that  the
    Company will prevail in any infringement proceedings that have been  or  may
    be commenced against the Company.

    In  January 1998, a complaint was filed in the U.S. District Court  for  the
    District  of Maine captioned ROBERT A. ROSE, et.al. v. DAVID E. SHAW,  ERWIN
    F.  WORKMAN,  JR. and IDEXX LABORATORIES, INC. The plaintiffs  purported  to
    represent  a  class of purchasers of the common stock of  the  Company  from
    July  19,  1996  through  March 24, 1997. The  complaint  claimed  that  the
    defendants  violated Section 10(b) of the Securities Exchange  Act  of  1934
    and  Securities  and  Exchange Commission Rule  10b-5  promulgated  pursuant
    thereto,  by virtue of false or misleading statements made during the  class
    period.  The  complaint  also  claimed that the individual  defendants  were
    liable  as  "control persons" under Section 20(a) of that Act. In  addition,
    the  complaint claimed that the individual defendants sold some of their own
    common  stock  of the Company, during the class period, at  times  when  the
    market  price for the stock allegedly was inflated. In July 1999,  the  U.S.
    District Court granted the Company's motion to dismiss the case for  failure
    to  state  a  claim.  However in August 1999, the plaintiffs  appealed  that
    ruling  to  the  U.S.  Court of Appeals for the First Circuit.  In  February
    2000,  the  Company entered into a Memorandum of Understanding  (the  "MOU")
    with  the  plaintiffs  pursuant to which the parties agreed  to  settle  the
    suit.  Pursuant  to  the  MOU,  the  Company  and  the  plaintiffs  filed  a
    Stipulation of Settlement (the "Stipulation") with the U.S. District  Court.
    The  Stipulation was approved by the District Court on June 20, 2000 and the
    complaint  was  dismissed with prejudice. The settlement (in excess  of  the
    portion  reimbursed through insurance) will not affect results of operations
    in 2000.

    In  December  1997,  SA  Scientific, Inc. ("SAS")  filed  suit  against  the
    Company  in  the  State of Texas District Court. SAS  alleged  breach  of  a
    development  and  supply  agreement between SAS and the  Company,  negligent
    misrepresentation, fraud and conversion of SAS's intellectual property,  and
    sought  $8,000,000  in  actual  damages, $24,000,000  in  punitive  damages,
    further  unspecified  damages and attorneys'  fees.  The  Company  filed  an
    answer   to   the   complaint   denying  SAS's  allegations   and   asserted
    counterclaims  against SAS for breach of contract, fraud and  conversion  of
    the  Company's property.  On May 23, 2000, SAS and the Company entered  into
    an  agreement (the "Settlement Agreement") settling the lawsuit and on  June
    12,   2000,  the  Court  dismissed  the  suit  with  prejudice.   Under  the
    Settlement  Agreement  the  Company made a  payment  to  SAS  that  was  not
    material to the Company's financial position or results of operations.

<PAGE> 8

7.  Acquisitions and Divestitures

    Acquisitions

    Sierra Laboratories
    On  March 9, 2000 the Company, through its wholly-owned subsidiary,  IDEXX
    Veterinary  Services, Inc., acquired the veterinary laboratory  business  of
    Sierra   Veterinary  Laboratory  LLC  ("Sierra"),  based  in  Los   Angeles,
    California, for $178,000 in cash.  In addition, the Company agreed  to  make
    future  payments  in each of the next four years based  on  the  results  of
    operations,  which  will  be  treated as  additional  purchase  price.   The
    Company  has  accounted for this acquisition under the  purchase  method  of
    accounting  and  has included the results of operations in its  consolidated
    results since the acquisition date.

    Divestitures

    Through  a  series  of transactions completed in late  1999  and  the  first
    quarter  of  2000,  the  Company  disposed  of  substantially  all  of   its
    businesses  related  to food microbiology testing.  As  a  result  of  these
    transactions,  the  Company  recorded an immaterial  loss  in  1999  and  an
    immaterial  gain  in  2000.  Pro forma information has  not  been  presented
    because of immateriality.

    IDEXX Food Safety Net Services, Inc.
    On  December 21, 1999, the Company sold substantially all the assets in the
    business  of  IDEXX  Food  Safety Net Services,  Inc.  to  Food  Safety  Net
    Services, Ltd. for $350,000 cash, a $195,000 note payable and the assumption
    of  certain liabilities.  The note bears interest at 6% and is due in twelve
    quarterly  installments.   In  addition, the Company  entered  into  a  non-
    compete agreement for five years.

    Food Products and Acumedia Manufacturers, Inc.
    During February 2000, the Company sold certain assets and the rights to  its
    Lightning(R), Simplate(R), and Bind(R) product lines and its subsidiary,
    Acumedia Manufacturers, Inc.("Acumedia"), for aggregate consideration of
    $10,400,000 in cash, a $450,000 note payable, and the assumption of  certain
    liabilities.   The Company also will receive up to an additional  $1,000,000
    based  on revenue realized from the Acumedia business between the sale  date
    and  February  17,  2001.  The note bears interest  at  7%  and  is  due  on
    February  17,  2001.   In  addition, the company  entered  into  non-compete
    agreements for up to five years.

8.  Segment Reporting

    The   Company  conducts  business  principally  in  three  major   operating
    segments.  The  Company's operating segments include  the  Companion  Animal
    Group  ("CAG"), the Food and Environmental Division ("FED") and  other.  The
    separate financial information of each segment is presented consistent  with
    the  way  results  are regularly evaluated by the chief  operating  decision
    maker in deciding how to allocate resources and in assessing performance.

    The  CAG  develops, designs, and distributes products and performs  services
    for  veterinarians.  The CAG also manufactures certain  biology  based  test
    kits  for veterinarians. FED develops, designs, manufactures and distributes
    products  and performs services to detect disease and contaminants  in  food
    animals,  food  and  water.  Both the CAG and FED  distribute  products  and
    services  worldwide. Other is primarily comprised of corporate research  and
    development and interest income.

    The  accounting  policies of the operating segments are the  same  as  those
    described  in  the  summary of significant accounting policies  except  that
    most  interest income and expense are not allocated to individual  operating
    segments.

<PAGE> 9

The following is the segment information in accordance with this statement (in
thousands):

</TABLE>
<TABLE>
<CAPTION>

                                THREE MONTHS ENDED      SIX MONTHS ENDED
                               JUNE 30,   JUNE 30,    JUNE 30,    JUNE 30,
                                 2000       1999        2000        1999
                              ---------- ----------  ----------  ----------
<S>
Revenue:                        <C>         <C>         <C>         <C>
     CAG                         $76,344     $71,007    $150,284    $142,970
     FED                          17,208      20,517      34,146      38,202
     Other                            --          --          --          --
                                --------    --------    --------    --------
     Total revenue               $93,552     $91,524    $184,430    $181,172
                                ========    ========    ========    ========
Net income:
     CAG                          $5,385      $4,859     $10,398     $11,193
     FED                           3,199       2,142       5,402       2,258
     Other                           944       1,024       1,762       1,855
                                --------    --------    --------    --------
     Total net income             $9,528      $8,025     $17,562     $15,306
                                ========    ========    ========    ========
</TABLE>


9.  Stock Repurchase Program

    On  July 21, 2000, the Company's Board of Directors approved an increase  in
    the number of shares of its Common Stock that the Company was authorized  to
    repurchase from 6.0 million shares to 10.0 million shares.  The Company  may
    make  such  purchases  in  the  open market or in  negotiated  transactions.
    During  the  six  months  ended  June  30,  2000,  the  Company  repurchased
    approximately 1.0 million shares for $19.4 million. Between August 19, 1999
    and June 30, 2000, approximately 4.9 million shares had been repurchased
    under this program for an aggregate of $83.6 million.

10. Subsequent Events

    Veterinary Professional Services
    On  July  1,  2000, the Company, through its wholly-owned subsidiary,  IDEXX
    Laboratories  Pty.  Ltd., acquired Veterinary Pathology  Services Pty. Ltd.,
    a veterinary laboratory business with locations in Adelaide, Brisbane and
    Sydney, Australia for approximately Australian Dollars 6.1 million (US  $3.7
    million)  in cash.  The Company will account for this acquisition under  the
    purchase method of accounting.

    Genera Technologies Limited
    On August 11, 2000, the Company acquired Genera Technologies Limited, a U.K.
    based provider of products that test for Cryptosporidium in water, for
    approximatley $15.5 million in cash and notes. The Company also agreed to
    make additional payments based upon performance of the business after the
    acquisition. The Company will account for this acquisition under the
    purchase method of accounting.

<PAGE> 10

Item 2.

                  IDEXX LABORATORIES, INC. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                          AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The  Company operates primarily through two business units: the Companion Animal
Group ("CAG") and the Food and Environmental Division ("FED"). CAG comprises the
Company's  veterinary  diagnostic  products  and  services,  its  animal  health
pharmaceuticals business, and its veterinary informatics and internet  business.
FED  comprises  the Company's products and services for food  animal,  food  and
water testing.  Through a series of transactions completed in late 1999 and  the
first  quarter  of  2000,  the  Company disposed of  substantially  all  of  its
businesses  related  to  food  microbiology  testing.   FED  now  comprises  the
Company's water and dairy testing business and its production diagnostic animal
services business.

COMPANION ANIMAL GROUP

QUARTER ENDED JUNE 30, 2000 COMPARED TO QUARTER ENDED JUNE 30, 1999

Revenue  for CAG increased $5.3 million, or 8%  to  $76.3 million during the
second quarter of 2000 from $71.0 million in the same  periodof  the  prior
year.  The increase is primarily attributable to an  increase  in sales  of
consumables used in the Company's veterinary instruments,  veterinary
reference  laboratory services and canine test kits. The increase in consumables
was attributable primarily to an increase in instrument placements,  including
through  the  Company's  rental program, and to a  lesser  degree  to  increased
customer  utilization  per  instrument.  The increase  in  veterinary  reference
laboratory  services  was  partially attributable to incremental  revenues  from
laboratories  acquired  after June 1999, including the  laboratory  business  of
Tufts  University  School of Veterinary Medicine acquired on December  1,  1999.
These  increases  were  partially offset by a decrease in  sales  of  veterinary
practice information management systems.

International revenue increased $.4 million, or 2% compared to the same quarter
of  1999.   This  increase is attributable primarily to increased sales of
veterinary consumables and veterinary reference laboratory services partially
offset by lower  unit  prices oninstruments  and  unfavorable  foreign  exchange
rates.  International sales declined to 21% of total CAG sales compared to 25%
in the second  quarter  of 1999.

CAG's gross margin increased from 47% to 48% due to increased sales of higher
margin veterinary consumables, which were partially offset by increased sales of
lower margin veterinary reference laboratory services and unabsorbed fixed costs
associated with decreased sales of practice information management systems.

Operating expenses during the second quarter increased $1.8 million, or 7%  over
the  same period in 1999.  The increase is attributable primarily to an increase
in sales and marketing expenses associated with the pharmaceutical product line,
increased marketing programs related to veterinary consumables and research  and
development  expenses  related  to  the  Company's  Internet  portal/application
service provider for animal health professionals.

SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999

Revenue  for CAG increased $7.3 million, or 5% to $150.3 million during  the
first  six  months of 2000 from $143.0 million in the same period of  the  prior
year.   The  increase  is attributable primarily to an  increase  in  sales  of
veterinary  reference  laboratory services, veterinary  consumables  and  feline
diagnostic  kits.  The increase in veterinary reference laboratory  services is
attributable partially to  incremental revenues  generated  from  acquisitions
discussed above.  These increases were partially offset by a decrease  in  sales
of veterinary practice information management systems.

International revenue increased $1.9 million, or 6% compared to the same  period
of  1999.   The  increase  is  attributable to  increased  sales  of  veterinary
consumables, veterinary reference laboratory services and canine test kits.

CAG's gross margin decreased from 48% to 47%. The reduction in the gross margin
percentage  is due primarily to increased sales of lower gross margin veterinary
reference laboratory services, higher cost of veterinary instrument service  and
unabsorbed  fixed  costs associated with decreased sales of veterinary  practice
information  management systems, partially offset by increased sales  of  higher
margin veterinary consumables.

<PAGE> 11

Operating  expenses  during the six months ended June 30,  2000  increased  $3.5
million, or  7% over the same period in 1999.  The increase is attributable
primarily to an increase in sales and marketing expenses associated with  the
pharmaceutical product line, increased marketing programs related to  veterinary
consumables  and  research  and development expenses related  to  the  Company's
Internet portal/application service provider for animal health professionals.

FOOD AND ENVIRONMENTAL DIVISION

QUARTER ENDED JUNE 30, 2000 COMPARED TO QUARTER ENDED JUNE 30, 1999

Revenue for FED decreased $3.3 million,  or  16% to  $17.2 million during the
second quarter of 2000 from $20.5 million  for  the same  period in the prior
year.  The decrease is primarily attributable  to  the divestiture  of  the
food microbiology testing product lines  discussed  above, partially offset
by an increase in sales of water testing products.

International  revenue  decreased $1.4 million, or  16%  compared  to  the  same
quarter  of 1999.  The decrease is attributable primarily to the divestiture of
the food microbiology testing product lines discussed above, partially offset by
increased sales of dairy residue testing products and water testing products  in
the European market.

FED gross margin increased to 59% from 53% due to the divestiture of lower gross
margin  food  microbiology testing product lines and increased sales  of  higher
gross margin water testing products.

Operating expenses during the second quarter decreased $2.1 million, or 28% over
the  same  period in 1999 primarily due to the elimination of operating expenses
associated with the divested food microbiology testing products business.

SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999

Revenue for FED decreased $4.1 million,  or  11% to  $34.1 million during the
second quarter of 2000 from the same period in  the prior  year.  The
decrease is attributable primarily to the divestiture of the food microbiology
testing  product lines, which was  partially  offset  by  an increase in sales
of water testing products.

International  revenue decreased $1.6 million, or 10% from the  same  period  in
1999.   The  decrease is attributable primarily to the divestiture of  the  food
microbiology  testing  product  lines and lower  sales  of  livestock  products,
partially  offset  by  increases in dairy residue  testing  products  and  water
testing products.

FED's gross margin increased to 59% from 53% due to the divestiture of the lower
gross  margin  food  microbiology testing product lines and increased  sales  of
higher gross margin water testing products.

Operating  expenses during the first six months of 2000 decreased $5.1  million,
or  31% from the same period in the prior year, due primarily to the elimination
of operating expenses associated with the food microbiology testing products
business and to an immaterial gain on the sale.

INTEREST INCOME, NET

Net  interest  income  was  $1.4 million for the quarter  ended  June  30,  2000
compared  with $1.3 million for the same period in the prior year.  The increase
in  interest  income  was  principally the result of higher  effective  interest
rates,  partially offset by lower invested cash balances due to the use of  cash
for the Company's share repurchase program.

Net  interest  income was $2.7 million for the six months ended  June  30,  2000
compared  with $2.6 million for the same period in the prior year.  The increase
in  interest  income  was  principally the result of higher  effective  interest
rates,  partially offset by lower invested cash balances due to the use of  cash
for the Company's share repurchase program.

PROVISION FOR INCOME TAXES

The  Company's effective tax rate was 37.5% for the three- and six-month periods
ended  June  30,  2000  compared with 38% for the same  periods  in  1999.   The
reduction  in  the effective tax rate is the result of continued realization  of
tax benefit resulting from business operations in jurisdictions with lower
effective income tax rates.

<PAGE> 12

LIQUIDITY AND CAPITAL RESOURCES

As  of  June  30,  2000, the Company had cash, cash equivalents, and  short-term
investments of $124.4 million and $178.7 million of working capital.  During the
quarter  ended  June  30, 2000 the Company repurchased  515,000  shares  of  the
Company's  common  stock  for $11.4 million, of which transactions  representing
445,000  shares  have  not  settled as of June 30, 2000  and  the  $9.8  million
purchase  price is reflected as a current liability.  For the six  months  ended
June 30, 2000 the Company repurchased approximately 1.0 million shares for $19.4
million.

The  Company  believes  that current cash and short-term investments  and  funds
expected  to  be  generated  from operations will  be  sufficient  to  fund  the
Company's operations for the foreseeable future.

FUTURE OPERATING RESULTS

The  future operating results of the Company are subject to a number of factors,
including without limitation the following:

The Company's business has grown significantly over the past several years as  a
result of both internal growth and acquisitions of products and businesses.  The
Company  has  consummated a number of acquisitions since  1992,  including  five
acquisitions in 1997, two acquisitions in 1998, two acquisitions in 1999 and one
acquisition during  the first six months of 2000, and plans to make additional
acquisitions. Identifying and pursuing acquisition opportunities, integrating
acquired products and businesses, and managing growth require a significant
amount of management time and skill. There can be no assurance that the
Company will be effective in identifying and effecting attractive acquisitions,
assimilating acquisitions or managing future growth.

The  Company's future success will depend in part on its ability to continue  to
develop new products and services both for its existing markets and for any  new
markets  the  Company  may enter in the future. In recent years sales of the
Company's  chemistry and hematology analyzers have declined as the  Company  has
achieved  increasing market penetration. Future growth in sales of the Company's
analyzers  and  associated  consumables will depend in  part  on  the  Company's
ability to introduce new systems with new features and capabilities. The Company
is  currently devoting significant resources to the development of such systems.
The Company also plans to devote significant resources to the growth of many  of
its  other businesses, including its animal health pharmaceuticals business  and
the Company's Internet portal/application service provider for animal health
professionals. There can be no assurance  that  the  Company  will successfully
complete  the  development  and commercialization  of products and services for
existing and new  businesses  or that such products and services, if
commercialized, will meet revenue and profit expectations.

The  markets  in which the Company competes are subject to rapid and substantial
technological  change.  The  Company encounters,  and  expects  to  continue  to
encounter,  intense competition in the sale of its current and  future  products
and  services. In particular, the Company has encountered increasing competition
in   the  market  for  canine  heartworm  diagnostics.  Many  of  the  Company's
competitors and potential competitors, including large pharmaceutical companies,
have  substantially greater capital, manufacturing, marketing, and research  and
development resources than the Company.

The  Company  has  experienced  and may experience  in  the  future  significant
fluctuations  in  its  quarterly  operating  results.  Factors   such   as   the
introduction  and  market acceptance of new products and services,  the  mix  of
products and services sold and the mix of domestic versus international  revenue
could  contribute to this quarterly variability.  In addition, because  many  of
the Company's products are sold through distributors, fluctuations may occur due
to  distributor purchasing patterns, which may be beyond the Company's  control.
The  Company  operates  with relatively little backlog  and  has  few  long-term
customer  contracts and substantially all of its product and service revenue  in
each  quarter  results  from orders received in that quarter,  which  makes  the
Company's  financial performance more susceptible to an unexpected  downturn  in
business  and more unpredictable. In addition, the Company's expense levels  are
based  in  part  on expectations of future revenue levels, and  a  shortfall  in
expected  revenue could therefore result in a disproportionate decrease  in  the
Company's net income.

The  Company's  success is heavily dependent upon its proprietary  technologies.
The  Company  relies  on  a combination of patent, trade secret,  trademark  and
copyright law to protect its proprietary rights. There can be no assurance  that

<PAGE> 13

patent  applications filed by the Company will result in patents  being  issued,
that any patents owned or licensed by the Company will afford protection against
competitors  with  similar  technologies, or that the  Company's  non-disclosure
agreements  will provide meaningful protection for the Company's  trade  secrets
and   other  proprietary  information.  Moreover,  in  the  absence  of   patent
protection, the Company's business may be adversely affected by competitors  who
independently  develop substantially equivalent technologies. In  addition,  the
Company may be required to obtain licenses to additional technologies from third
parties in order to continue to sell certain products. There can be no assurance
that  any technology licenses which the Company desires or is required to obtain
will be available on commercially reasonable terms.

From  time  to  time  the Company receives notices alleging that  the  Company's
products infringe third-party proprietary rights. In particular, the Company has
received  notices  claiming that certain of the Company's  immunoassay  products
infringe  third-party  patents.  Patent litigation  frequently  is  complex  and
expensive  and  the  outcome of patent litigation can be difficult  to  predict.
There  can  be  no  assurance that the Company will prevail in any  infringement
proceedings  that may be commenced against the Company, and an  adverse  outcome
may preclude the Company from selling certain products or require the Company to
pay  damages or make additional royalty or other payments with respect  to  such
sales.  In  addition,  from time to time other types  of  lawsuits  are  brought
against  the  Company,  wherein an adverse outcome could  adversely  affect  the
Company's results of operations.

The  development, manufacturing, distribution and marketing of  certain  of  the
Company's products and provision of its services, both in the United States  and
abroad,  are  subject to regulation by various domestic and foreign governmental
agencies,  including  the U.S. Department of Agriculture,  U.S.  Food  and  Drug
Administration    ("FDA")    and   U.S.   Environmental    Protection    Agency.
Commercialization  of  animal  health  pharmaceuticals  requires  submission  of
substantial  clinical, manufacturing and other data to the  FDA  and  regulatory
approval can take several years. Delays in obtaining, or the failure to  obtain,
any  necessary regulatory approvals could have a material adverse effect on  the
Company's  future product and service sales and operations. Any acquisitions  of
new  products,  services and technologies may subject the Company to  additional
areas of government regulations.

Certain  components used in the Company's products are currently available  from
only  one source and others are available from only a limited number of sources.
The Company's inability to develop alternative sources if and as required in the
future,  or to obtain sufficient sole or limited source components as  required,
could  result  in  cost increases or reductions or delays in product  shipments.
Certain  technologies licensed by the Company and incorporated into its products
are also available only from a single source, and the Company's business may  be
adversely affected by the expiration or termination of any such licenses or  any
challenges  to the technology rights underlying such licenses. In addition,  the
Company currently purchases or is contractually required to purchase certain  of
the products that it sells, including its chemistry and hematology analyzers and
associated consumables, from single sources. Failure of such sources  to  supply
product  to  the Company would have a material adverse effect on  the  Company's
business.

For  the six months ended June 30, 2000, international revenue was $47.4 million
and  accounted  for  26%  of  total revenue, and the Company  expects  that  its
international business will continue to account for a significant portion of its
total  revenue.  Foreign  regulatory bodies often  establish  product  standards
different  from those in the United States, and designing products in compliance
with  such  foreign  standards  may  be  difficult  or  expensive.  Other  risks
associated   with   foreign   operations   include   possible   disruptions   in
transportation  of  the Company's products, the differing  product  and  service
needs  of  foreign  customers,  difficulties in building  and  managing  foreign
operations,  fluctuations  in  the  value of foreign  currencies,  import/export
duties  and quotas, and unexpected regulatory, economic or political changes  in
foreign markets.

The  development,  manufacture,  distribution and  marketing  of  the  Company's
products  and  provision  of its services involve an inherent  risk  of  product
liability  claims  and  associated  adverse  publicity.  Although  the   Company
currently  maintains  liability insurance, there can be no  assurance  that  the
coverage  limits  of  the Company's insurance policies will  be  adequate.  Such
insurance  is  expensive, difficult to obtain and may not be  available  in  the
future on acceptable terms or at all.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company's market risk consists primarily of foreign currency exchange risk.
The Company operates subsidiaries in 13 foreign countries and transacts business
in  local currencies. The Company hedges its cash flows on intercompany sales to
minimize foreign currency exposure.

<PAGE> 14

The  primary purpose of the Company's foreign currency hedging activities is  to
protect  against  the volatility associated with foreign currency  transactions.
Corporate policy prescribes the range of allowable hedging activity. The Company
primarily  utilizes forward exchange contracts and options with  a  duration  of
less  than  12 months. Gains and losses related to qualifying hedges of  foreign
currency  from commitments or anticipated transactions are deferred  in  prepaid
expenses and are included in the basis of the underlying transaction.

Based  on  the  Company's overall currency rate exposure at June 30, 2000,
including  derivative  and  other foreign currency  sensitive  instruments,  the
effect  of  a  5%  change in exchange rates on balances denominated  in  foreign
currencies that are not the functional currencies would not be material  to  the
results  of operations.  However, the effects of a 5% change in exchange  rates,
if  not  offset by hedge contracts or related price adjustments,  would  have  a
material impact on the results of operations.

<PAGE> 15


PART II -- OTHER INFORMATION

  Item 1. -- LEGAL PROCEEDINGS

  In  January  1998, a complaint was filed in the U.S. District  Court  for  the
  District of Maine captioned ROBERT A. ROSE, et.al. v. DAVID E. SHAW, ERWIN  F.
  WORKMAN,  JR.  and  IDEXX  LABORATORIES,  INC.  The  plaintiffs  purported  to
  represent  a class of purchasers of the common stock of the Company from  July
  19,  1996  through March 24, 1997. The complaint claimed that  the  defendants
  violated  Section 10(b) of the Securities Exchange Act of 1934 and  Securities
  and Exchange Commission Rule 10b-5 promulgated pursuant thereto, by virtue  of
  false  or  misleading statements made during the class period.  The  complaint
  also  claimed that the individual defendants were liable as "control  persons"
  under  Section 20(a) of that Act. In addition, the complaint claimed that  the
  individual  defendants  sold some of their own common stock  of  the  Company,
  during  the  class  period,  at times when the  market  price  for  the  stock
  allegedly  was  inflated. In July 1999, the U.S. District  Court  granted  the
  Company's motion to dismiss the case for failure to state a claim. However  in
  August  1999, the plaintiffs appealed that ruling to the U.S. Court of Appeals
  for the First Circuit. In February 2000, the Company entered into a Memorandum
  of Understanding (the "MOU") with the plaintiffs pursuant to which the parties
  agreed to settle the suit. Pursuant to the MOU, the Company and the plaintiffs
  filed  a  Stipulation of Settlement (the "Stipulation") with the U.S. District
  Court.   The Stipulation was approved by the District Court on June  20,  2000
  and  the complaint was dismissed with prejudice. The settlement (in excess  of
  the  portion  reimbursed  through  insurance)  will  not  affect  results   of
  operations in 2000.

  In  December 1997, SA Scientific, Inc. ("SAS") filed suit against the  Company
  in  the State of Texas District Court. SAS alleged breach of a development and
  supply  agreement  between  SAS and the Company, negligent  misrepresentation,
  fraud and conversion of SAS's intellectual property, and sought $8,000,000  in
  actual  damages, $24,000,000 in punitive damages, further unspecified  damages
  and  attorneys'  fees.  The Company filed an answer to the  complaint  denying
  SAS's  allegations  and  asserted counterclaims  against  SAS  for  breach  of
  contract,  fraud and conversion of the Company's property.  On May  23,  2000,
  SAS  and  the  Company entered into an agreement (the "Settlement  Agreement")
  settling  the lawsuit and on June 12, 2000 the Court dismissed the  suit  with
  prejudice.  Under the Settlement Agreement the Company made a payment  to  SAS
  that  was  not  material  to the Company's financial position  or  results  of
  operations.

Item 4. --Submission of Matters to a Vote of Security Holders

 At the Company's Annual Meeting of Stockholders held on May 17, 2000, the
 following proposals were adopted by the votes specified below:
<TABLE>
<CAPTION>
                                                                        Broker
                Proposal                 For       Against    Abstain  Non-Votes
<S>                                      <C>          <C>         <C>       <C>
1. Election of three Class I Directors:
      David E. Shaw                       30,414,711  1,495,020    0          0
      William F. Pounds                   31,613,239    296,492    0          0
      Mary L. Good                        31,618,534    291,197    0          0

2. Approval of the Company's 2000
Director Option Plan covering 200,000
shares of the Company's Common Stock
authorized for issuance under the Plan.   26,008,499  5,817,736    83,496     0


3. Approval of an amendment to the
Company's 1998 Stock Incentive Plan
increasing from 2,500,000 to 3,500,000
the number of shares of the Company's
Common Stock authorized for issuance
under the Plan.                           25,288,359  6,539,486    81,886     0

4. Ratification of Arthur Andersen LLP
as the Company's independent auditors
for the current year.                     31,859,123     33,902    16,706     0


</TABLE>
<PAGE> 16

The following Class III Directors of the Company were not up for re-election in
2000 and  have  three-year terms that expire in 2001:   James  L.  Moody,  Jr.,
Gabriel  Schmergel  and  Erwin F. Workman, Jr., Ph.D.  The  following  Class  II
Directors of the Company were not up for re-election in 2000 and have three-year
terms  that  expire  in 2002:  Thomas Craig, John R. Hesse and  Kenneth  Paigen,
Ph.D.  William End was elected as a Class I Director in July 2000 and will stand
for re-election in 2003.

Item 6. -- Exhibits and Reports on Form 8-K

(a) Exhibits

    10.1  2000 Director Option Plan
    10.2  1998 Stock Incentive Plan, as amended
    27    Financial Data Schedule for the Quarterly Report on Form 10-Q for  the
          six-month period ended June 30, 2000.

(b) Reports on Form 8-K

    The Company filed no reports on Form 8-K during the fiscal quarter for which
    this report is filed.

<PAGE> 17

                                  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 thereunto duly authorized.

                                         IDEXX LABORATORIES, INC.

Date: August 14, 2000

                                         /s/ Merilee Raines
                                         ---------------------
                                         Merilee Raines
                                         Vice President, Finance and Treasurer
                                         (Principal Financial Officer)



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE IDEXX
LABORATORIES, INC. CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE SIX
MONTHS ENDED JUNE 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<CIK>0000874716
<NAME>IDEXX LABORATORIES, INC.
<MULTIPLIER>1,000
<CURRENCY>U.S. DOLLARS

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               JUN-30-2000
<EXCHANGE-RATE>                                      1
<CASH>                                          73,654
<SECURITIES>                                    50,763
<RECEIVABLES>                                   67,836
<ALLOWANCES>                                     4,542
<INVENTORY>                                     56,747
<CURRENT-ASSETS>                               265,748
<PP&E>                                          93,492
<DEPRECIATION>                                  53,988
<TOTAL-ASSETS>                                 376,089
<CURRENT-LIABILITIES>                           87,039
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         4,001
<OTHER-SE>                                     285,049
<TOTAL-LIABILITY-AND-EQUITY>                   376,089
<SALES>                                        139,734
<TOTAL-REVENUES>                               184,430
<CGS>                                           57,655
<TOTAL-COSTS>                                   93,127
<OTHER-EXPENSES>                                65,363
<LOSS-PROVISION>                                   554
<INTEREST-EXPENSE>                                  50
<INCOME-PRETAX>                                 28,099
<INCOME-TAX>                                    10,537
<INCOME-CONTINUING>                             17,562
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    17,562
<EPS-BASIC>                                        .50
<EPS-DILUTED>                                      .48


</TABLE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>2000 DIRECTOR OPTION PLAN
<TEXT>

                                                                 EXHIBIT 10.1
                                                                 ------------

                            IDEXX LABORATORIES, INC.

                            2000 DIRECTOR OPTION PLAN



   1.   PURPOSE

        The  purpose of this 2000 Director Option Plan (the  "Plan")  of  IDEXX
Laboratories, Inc. (the "Company") is to encourage ownership in the  Company  by
outside  directors  of  the  Company  whose continued  services  are  considered
essential  to the Company's future progress and to provide them with  a  further
incentive to remain as directors of the Company.

   2.   ADMINISTRATION

        The Board of Directors shall supervise and administer the Plan.  Grants
of stock options under the Plan and the amount and nature of the awards to be
granted shall be automatic in accordance with Section 5.  However, all questions
of interpretation of the Plan or of any options issued under it shall be
determined by the Board of Directors and such determination shall be final and
binding upon all persons having an interest in the Plan.

   3.   PARTICIPATION IN THE PLAN

        Directors of the Company who are not employees of the Company or any
subsidiary of the Company shall be eligible to participate in the Plan.

   4.   STOCK SUBJECT TO THE PLAN

        (a) The maximum number of shares which may be issued under the Plan
shall be 200,000 shares of the Company's Common Stock, par value $.10 per share
("Common Stock"), subject to adjustment as provided in Section 8 of the Plan.

        (b) If any outstanding option under the Plan for any reason expires or
is terminated without having been exercised in full, the shares allocable to the
unexercised portion of such option shall again become available for grant
pursuant to the Plan.

        (c) All options granted under the Plan shall be non-statutory options
not entitled to special tax treatment under Section 422 of the Internal Revenue
Code of 1986, as amended to date and as it may be amended from time to time (the
"Code").

<PAGE> 2

   5.   TERMS, CONDITIONS AND FORM OF OPTIONS

        Each option granted under the Plan shall be evidenced by a written
agreement in such form as the Board of Directors shall from time to time
approve, which agreements shall comply with and be subject to the following
terms and conditions:

        (a) OPTION GRANT DATES AND SHARES SUBJECT TO OPTION.  Upon the date of
the annual meeting of the stockholders of the Company at which the Plan is
approved and adopted and at each subsequent annual meeting thereafter, the
Company shall grant to each eligible director continuing in office after, or
elected at, such meeting an option exercisable for 6,500 shares of Common Stock.
In addition, in the case of any eligible director who is elected other than at
an annual meeting, the Company shall grant to such director upon his election an
option exercisable for a number of shares (up to 6,500) which shall be pro rated
based on the anticipated period of service of such director prior to the next
annual meeting.

        (b) OPTION EXERCISE PRICE.  The option exercise price per share for each
option granted under the Plan shall equal (i) the closing price per share of the
Company's Common Stock on the Nasdaq National Market (or, if the Company is
traded on a nationally recognized securities exchange on the date of grant, the
reported closing sales price per share of the Company's Common Stock by such
exchange) on the date of grant (or if no such price is reported on such date
such price as reported on the nearest preceding day) or (ii) if the Common Stock
is not traded on Nasdaq or any exchange, the fair market value per share on the
date of grant as determined by the Board of Directors.

        (c) LIMITED TRANSFERABILITY.  Each option granted under the Plan by its
terms shall not be transferable by the optionee otherwise than (i) by will, or
by the laws of descent and distribution, or (ii) with the approval of the Board
of Directors, by gift to (A) one or more members of the optionee's family or
trusts for their benefit, or (B) to one or more charitable organizations.
Except as the Board of Directors may otherwise determine, no option or interest
therein may be transferred, assigned, pledged or hypothecated by the optionee
during his lifetime, whether by operation of law or otherwise, or be made
subject to execution, attachment or similar process.

        (d) EXERCISE PERIOD.  Each option may be exercised on or after the first
anniversary of the date of grant of such option or, if earlier, on the date of
the next annual meeting, provided that, subject to the provisions of Section
5(e), no option may be exercised more than 90 days after the optionee ceases to
serve as a director of the Company and, in such case, such option may only be
exercised to the extent it was exercisable at the time of such cessation of
service.  No option shall be exercisable after the expiration of ten years from
the date of grant.

        (e) EXERCISE PERIOD UPON DISABILITY OR DEATH.  Notwithstanding the
provisions of Section 5(d), any option granted under the Plan may be exercised,
to the extent then exercisable, by an optionee (or permitted transferee of an
optionee) if such optionee becomes disabled (within the meaning of Section
22(e)(3) of the Code or any successor provision thereto) while acting as a
director of the Company, or may be exercised, to the extent then exercisable,
upon the death of such optionee while a director of the Company by the person to
whom it is transferred by will, by the laws of descent and distribution, by gift
pursuant to Section 5(c), or by written notice filed pursuant to Section 5(g),
in each case within the period of one year after the date the optionee ceases to
be a director by reason of such disability or death; provided that, no option
shall be exercisable after the expiration of ten years from the date of grant.

<PAGE> 3

        (f) EXERCISE PROCEDURE.  Options may be exercised only by written notice
to the Company at its principal office accompanied by (i) payment in cash or by
certified or by bank check of the full consideration for the shares as to which
they are exercised, (ii) delivery of outstanding shares of the Company's Common
Stock (which have been outstanding for at least six months) having a fair market
value on the last business day preceding the date of exercise equal to the
option exercise price, or (iii) an irrevocable undertaking by a creditworthy
broker (who is a member of the New York Stock Exchange) to deliver promptly to
the Company sufficient funds to pay the exercise price or delivery of
irrevocable instructions to a broker (who is a member of the New York Stock
Exchange) to deliver promptly to the Company cash or a check sufficient to pay
the exercise price.

     (g) EXERCISE BY REPRESENTATIVE FOLLOWING DEATH OF DIRECTOR.  A director, by
written notice to the Company, may designate one or more persons (and from time
to time change such designation) including his legal representative, who, by
reason of the director's death, shall acquire the right to exercise all or a
portion of the option.  If the person or persons so designated wish to exercise
any portion of the option, they must do so within the term of the option as
provided herein.  Any exercise by a representative shall be subject to the
provisions of the Plan.

   6.   TIME FOR GRANTING OPTIONS

        All options for shares subject to the Plan shall be granted, if at all,
not later than the fifth annual meeting of stockholders after the approval of
the Plan by the Company's stockholders.  Options outstanding on such date shall
continue to have force and effect in accordance with the provisions of the
instruments evidencing such options.

   7.   LIMITATION OF RIGHTS

        (a) NO RIGHT TO CONTINUE AS A DIRECTOR.  Neither the Plan, nor the
granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company will retain a director for any period of time.

        (b) NO STOCKHOLDERS' RIGHTS FOR OPTIONS.  An optionee shall have no
rights as a stockholder with respect to the shares covered by his options until
the date of the issuance to him of a stock certificate therefor, and no
adjustment will be made for dividends or other rights (except as provided in
Section 8) for which the record date is prior to the date such certificate is
issued.

<PAGE> 4

        (c) COMPLIANCE WITH SECURITIES LAWS.  Each option shall be subject to
the requirement that if, at any time, counsel to the Company shall determine
that the listing, registration or qualification of the shares subject to such
option upon Nasdaq or any securities exchange or under any state or federal law,
or the consent or approval of any governmental or regulatory body, or the
disclosure of non-public information or the satisfaction of any other condition
is necessary as a condition of, or in connection with, the issuance or purchase
of shares thereunder, such option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval, or
satisfaction of such condition shall have been effected or obtained on
conditions acceptable to the Board of Directors.  Nothing herein shall be deemed
to require the Company to apply for or to obtain such listing, registration or
qualification, or to satisfy such condition.

   8.   CHANGES IN COMMON STOCK.

        (a) If the outstanding shares of Common Stock are increased, decreased
or exchanged for a different number or kind of shares or other securities, or if
additional shares or new or different shares or other securities are distributed
with respect to such shares of Common Stock or other securities, through merger,
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other distribution with respect to such shares of Common
Stock, or other securities, an appropriate and proportionate adjustment will be
made in (i) the maximum number and kind of shares reserved for issuance under
the Plan, (ii) the number and kind of shares or other securities subject to then
outstanding options under the Plan and (iii) the price for each share subject to
any then outstanding options under the Plan, without changing the aggregate
purchase price as to which such options remain exercisable.  No fractional
shares will be issued under the Plan on account of any such adjustments.

        (b) In the event that the Company is merged or consolidated into or with
another corporation (in which consolidation or merger the stockholders of the
Company receive distribution of cash or securities of another issuer as a result
thereof), or in the event that all or substantially all of the assets of the
Company are acquired by any other person or entity, or in the event of a
reorganization or liquidation of the Company, the Board of Directors of the
Company or the board of directors of any corporation assuming the obligations of
the Company, shall, as to outstanding options, either (i) provide that such
options shall be assumed, or equivalent options shall be substituted, by the
acquiring or successor corporation (or an affiliate thereof), or (ii) upon
written notice to the optionees, provide that all unexercised options will
terminate immediately prior to the consummation of such merger, consolidation,
acquisition, reorganization or liquidation unless exercised by the optionee
within a specified number of days following the date of such notice.

   9.   AMENDMENT OF THE PLAN AND OPTIONS

        The Board of Directors may suspend or discontinue the Plan or review or
amend it in any respect whatsoever; provided, however, that without approval of
the stockholders of the Company, the Board may not (i) amend the Plan to change
the number of shares subject to the Plan (except as provided in Section 8), (ii)
change the designation of the class of directors eligible to receive options,
(iii) increase the number of shares covered by option grants or otherwise
materially increase the benefits accruing to participants under the Plan or (iv)
amend the terms of any outstanding options to reduce the exercise price (except
as provided in Section 8).

<PAGE> 5

   10.  NOTICE

        Any written notice to the Company required by any of the provisions of
the Plan shall be addressed to the Treasurer of the Company and shall become
effective when it is received.

   11.  GOVERNING LAW

        The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Delaware.


Approved by the Board of Directors February 16, 2000.

Approved by the Shareholders on May 17, 2000.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>1998 STOCK INCENTIVE PLAN
<TEXT>

                                                             EXHIBIT 10.2
                                                             ------------

                            IDEXX LABORATORIES, INC.

                            1998 STOCK INCENTIVE PLAN

                            (AS OF FEBRUARY 16, 2000)


   1.   PURPOSE

        The purpose of this 1998 Stock Incentive Plan (the "Plan") of IDEXX
Laboratories, Inc., a Delaware corporation (the "Company"), is to advance the
interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and thereby better
aligning the interests of such persons with those of the Company's stockholders.
Except where the context otherwise requires, the term "Company" shall include
any present or future subsidiary corporations of IDEXX Laboratories, Inc. as
defined in Section 424(f) of the Internal Revenue Code of 1986, as amended, and
any regulations promulgated thereunder (the "Code").

   2.   ELIGIBILITY

        All of the Company's employees, officers, directors, consultants and
advisors (and any individuals who have accepted an offer for employment) are
eligible to be granted options or restricted stock awards (each, an "Award")
under the Plan.  Each person who has been granted an Award under the Plan shall
be deemed a "Participant".

   3.   ADMINISTRATION, DELEGATION

        (a)   ADMINISTRATION BY BOARD OF DIRECTORS.  The Plan will be
administered by the Board of Directors of the Company (the "Board").  The Board
shall have authority to grant Awards and to adopt, amend and repeal such
administrative rules, guidelines and practices relating to the Plan as it shall
deem advisable.  The Board may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or any Award in the manner and to the
extent it shall deem expedient to carry the Plan into effect and it shall be the
sole and final judge of such expediency.  All decisions by the Board shall be
made in the Board's sole discretion and shall be final and binding on all
persons having or claiming any interest in the Plan or in any Award.  No
director or person acting pursuant to the authority delegated by the Board shall
be liable for any action or determination relating to or under the Plan made in
good faith.

        (b)   APPOINTMENT OF COMMITTEES.  To the extent permitted by applicable
law, the Board may delegate any or all of its powers under the Plan to one or
more committees or subcommittees of the Board (a "Committee").  All references
in the Plan to the "Board" shall mean the Board or a Committee of the Board to
the extent that the Board's powers or authority under the Plan have been
delegated to such Committee.

<PAGE> 2

   4.   STOCK AVAILABLE FOR AWARDS

        (a)   NUMBER OF SHARES.  Subject to adjustment under Section 7, Awards
may be made under the Plan for up to 3,500,000 shares of common stock, $.10 par
value per share, of the Company (the "Common Stock"). If any Award expires or
is terminated, surrendered or canceled without having been fully exercised or is
forfeited in whole or in part or results in any Common Stock not being issued,
the unused Common Stock covered by such Award shall again be available for the
grant of Awards under the Plan, subject, however, in the case of Incentive Stock
Options (as hereinafter defined), to any limitation required under the Code.
Shares issued under the Plan may consist in whole or in part of authorized but
unissued shares or treasury shares.

        (b)   PER-PARTICIPANT LIMIT.  Subject to adjustment under Section 7, the
maximum number of shares of Common Stock with respect to which an Award may be
granted to any Participant under the Plan shall be 500,000 per calendar year.
The per-Participant limit described in this Section 4(b) shall be construed and
applied consistently with Section 162(m) of the Code.

    5.   STOCK OPTIONS

         (a)   GENERAL.  The Board may grant options to purchase Common Stock
(each, an "Option") and determine the number of shares of Common Stock to be
covered by each Option, the exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable.  An Option which is not intended to be an Incentive
Stock Option (as hereinafter defined) shall be designated a "Nonstatutory Stock
Option".

         (b)   INCENTIVE STOCK OPTIONS.  An Option that the Board intends to be
an "incentive stock option" as defined in Section 422 of the Code (an "Incentive
Stock Option") shall only be granted to employees of the Company and shall be
subject to and shall be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a Participant, or any
other party, if an Option (or any part thereof) which is intended to be an
Incentive Stock Option is not an Incentive Stock Option.

         (c)   EXERCISE PRICE.  The Board shall establish the exercise price,
which shall in no event be less than 100% of the fair market value of the Common
Stock as determined (or in a manner approved) by the Board in good faith ("Fair
Market Value") at the time of grant, at the time each Option is granted and
specify it in the applicable option agreement.

<PAGE> 3

         (d)   DURATION OF OPTIONS.  Each Option shall be exercisable at such
times and subject to such terms and conditions as the Board may specify in the
applicable option agreement.  No option will be granted for a term in excess of
10 years.

         (e)   EXERCISE OF OPTION.  Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Board,
together with payment in full as specified in Section 5(f) for the number of
shares for which the Option is exercised.

         (f)   PAYMENT UPON EXERCISE.  Common Stock purchased upon the exercise
of an Option granted under the Plan shall be paid for as follows:

               (1) in cash or by check, payable to the order of the Company;

               (2) except as the Board may, in its sole discretion, otherwise
provide in an option agreement, (i) delivery of an irrevocable and unconditional
undertaking by a creditworthy broker to deliver promptly to the Company
sufficient funds to pay the exercise price, (ii) delivery by the Participant to
the Company of a copy of irrevocable and unconditional instructions to a
creditworthy broker to deliver promptly to the Company cash or a check
sufficient to pay the exercise price or (iii) delivery of shares of Common Stock
owned by the Participant valued at their Fair Market Value, which Common Stock
was owned by the Participant at least six months prior to such delivery;

               (3) to the extent permitted by the Board, in its sole discretion
(i) by delivery of a promissory note of the Participant to the Company on terms
determined by the Board, or (ii) by payment of such other lawful consideration
as the Board may determine; or

               (4) any combination of the above permitted forms of payment.

   6.   RESTRICTED STOCK

        (a)   GRANTS.  The Board may grant Awards entitling recipients to
acquire shares of Common Stock, subject to the right of the Company to
repurchase all or part of such shares at their issue price or other stated or
formula price (or to require forfeiture of such shares if issued at no cost)
from the recipient in the event that conditions specified by the Board in the
applicable Award are not satisfied prior to the end of the applicable
restriction period or periods established by the Board for such Award (each,
"Restricted Stock Award").

        (b)   TERMS AND CONDITIONS.  The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the conditions for
repurchase (or forfeiture) and the issue price, if any.  Any stock certificates
issued in respect of a Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the Board, deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee).  At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Board, by a Participant to
receive amounts due or exercise rights of the Participant in the event of the
Participant's death (the "Designated Beneficiary").  In the absence of an
effective designation by a Participant, Designated Beneficiary shall mean the
Participant's estate.

<PAGE> 4

        (c)   LIMITATION ON NUMBER OF SHARES.  Notwithstanding any provision of
the Plan, no more than 10% of the total number of shares issuable under the Plan
may be issued in the form of Restricted Stock Awards which are granted with an
issue price less than the Fair Market Value on the date of grant.

   7.   ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN OTHER EVENTS

        (a)   CHANGES IN CAPITALIZATION.  In the event of any stock split,
reverse stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the per-Participant limits set forth in Section 4(b), (iii) the number and
class of securities and exercise price per share subject to each outstanding
Option, and (iv) the repurchase price per share subject to each outstanding
Restricted Stock Award shall be appropriately adjusted by the Company (or
substituted Awards may be made, if applicable) to the extent the Board shall
determine, in good faith, that such an adjustment (or substitution) is necessary
and appropriate.  If this Section 7(a) applies and Section 7(c) also applies to
any event, Section 7(c) shall be applicable to such event, and this Section 7(a)
shall not be applicable.

        (b)   LIQUIDATION OR DISSOLUTION.  In the event of a proposed
liquidation or dissolution of the Company, the Board shall upon written notice
to the Participants provide that (i) all then unexercised Options will (x)
become exercisable in full as of a specified time at least 10 business days
prior to the effective date of such liquidation or dissolution and (y) terminate
effective upon such liquidation or dissolution, except to the extent exercised
before such effective date, and (ii) all Restricted Stock Awards will become
free of all restrictions as of a specified time prior to the effective date of
such liquidation or dissolution.

        (c) ACQUISITION EVENTS.

           (1) DEFINITION.  An "Acquisition Event" shall mean:  (a) any merger
or consolidation of the Company with or into another entity as a result of which
the Common Stock is converted into or exchanged for the right to receive cash,
securities or other property or (b) any exchange of shares of the Company for
cash, securities or other property pursuant to a statutory share exchange
transaction.

<PAGE> 5

           (2) CONSEQUENCES OF AN ACQUISITION EVENT ON OPTIONS.  Upon the
occurrence of an Acquisition Event, or the execution by the Company of any
agreement with respect to an Acquisition Event, the Board shall provide that all
outstanding Options shall be assumed, or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), provided that any options substituted for Incentive Stock Options
shall satisfy, in the determination of the Board, the requirements of Section
424(a) of the Code.  Notwithstanding the foregoing, if the acquiring or
succeeding corporation (or an affiliate thereof) does not agree to assume, or
substitute for, such Options, then the Board shall upon written notice to the
Participants, provide that all then unexercised Options will become exercisable
in full as of a specified time (the "Acceleration Time") prior to the
Acquisition Event and will terminate immediately prior to the consummation of
such Acquisition Event, except to the extent exercised by the Participants
before the consummation of such Acquisition Event; provided, however, that, in
the event of an Acquisition Event under the terms of which holders of Common
Stock will receive upon consummation thereof a cash payment for each share of
Common Stock surrendered pursuant to such Acquisition Event (the "Acquisition
Price"), then the Board may instead provide that all outstanding Options shall
terminate upon consummation of such Acquisition Event and that each Participant
shall receive, in exchange therefor, a cash payment equal to the amount (if any)
by which (A) the Acquisition Price multiplied by the number of shares of Common
Stock subject to such outstanding Options (whether or not then exercisable),
exceeds (B) the aggregate exercise price of such Options.

          (3) CONSEQUENCES OF AN ACQUISITION EVENT ON RESTRICTED STOCK AWARDS.
Upon the occurrence of an Acquisition Event, the repurchase and other rights of
the Company under each outstanding Restricted Stock Award shall inure to the
benefit of the Company's successor and shall apply to the cash, securities or
other property which the Common Stock was converted into or exchanged for
pursuant to such Acquisition Event in the same manner and to the same extent as
they applied to the Common Stock subject to such Restricted Stock Award.

   8.   GENERAL PROVISIONS APPLICABLE TO AWARDS

        (a)   TRANSFERABILITY OF AWARDS.  Except as the Board may otherwise
determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant.  References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.

        (b)   DOCUMENTATION.  Each Award shall be evidenced by a written
instrument in such form as the Board shall determine.  Each Award may contain
terms and conditions in addition to those set forth in the Plan.

<PAGE> 6

        (c)   BOARD DISCRETION.  Except as otherwise provided by the Plan, each
Award may be made alone or in addition or in relation to any other Award.  The
terms of each Award need not be identical, and the Board need not treat
Participants uniformly.

        (d)   TERMINATION OF STATUS.  The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

        (e)   WITHHOLDING.  Each Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in connection with Awards to such Participant no later than the date
of the event creating the tax liability.  Except as the Board may otherwise
provide in an Award, Participants may satisfy such tax obligations in whole or
in part by delivery of shares of Common Stock, including shares retained from
the Award creating the tax obligation, valued at their Fair Market Value.  The
Company may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to a Participant.

        (f)   AMENDMENT OF AWARD.  The Board may amend, modify or terminate any
outstanding Award, including but not limited to, substituting therefor another
Award of the same or a different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a Nonstatutory Stock
Option, provided that the Participant's consent to such action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.  In addition,
neither the Board nor the Company may amend the terms of any issued and
outstanding Awards to reduce the exercise price, other than pursuant to Section
7 of the Plan, without the prior approval of the Company's stockholders.

        (g)   CONDITIONS ON DELIVERY OF STOCK.  The Company will not be
obligated to deliver any shares of Common Stock pursuant to the Plan or to
remove restrictions from shares previously delivered under the Plan until (i)
all conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

        (h)   ACCELERATION.  The Board may at any time provide that any Options
shall become immediately exercisable in full or in part or that any Restricted
Stock Awards shall be free of restrictions in full or in part.

<PAGE> 7

   9.   MISCELLANEOUS

        (a)   NO RIGHT TO EMPLOYMENT OR OTHER STATUS.  No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company.  The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

        (b)   NO RIGHTS AS STOCKHOLDER.  Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
with respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date for
such stock dividend and the distribution date for such stock dividend shall be
entitled to receive, on the distribution date, the stock dividend with respect
to the shares of Common Stock acquired upon such Option exercise,
notwithstanding the fact that such shares were not outstanding as of the close
of business on the record date for such stock dividend.

        (c)   EFFECTIVE DATE AND TERM OF PLAN.  The Plan shall become effective
on the date on which it is approved by the Company's stockholders.  No Awards
shall be granted under the Plan after the completion of ten years from the date
the Plan was approved by the Board, but Awards previously granted may extend
beyond that date.

        (d)   AMENDMENT OF PLAN.  The Board may amend, suspend or terminate the
Plan or any portion thereof at any time, provided that, to the extent required
by Section 162(m), no Award granted to a Participant designated as subject to
Section 162(m) by the Board after the date of such amendment shall become
exercisable, realizable or vested, as applicable to such Award (to the extent
that such amendment to the Plan was required to grant such Award to a particular
Participant), unless and until such amendment shall have been approved by the
Company's stockholders as required by Section 162(m) (including the vote
required under Section 162(m)).  In addition, the second sentence of Section
8(f) of the Plan may not be amended by the Board without the prior approval of
the Company's stockholders.

        (e)   GOVERNING LAW.  The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

<PAGE> 8

Approved by the Board of Directors February 12, 1998.

Adopted by stockholders on May 15, 1998.

Amended by the Board of Directors on February 16, 1999.

Amendment approved by stockholders on May 19, 1999.

Amended by the Board of Directors on February 16, 2000.

Amendment approved by stockholders on May 17, 2000.


</TEXT>
</DOCUMENT>
</SUBMISSION>
