AMENDED
AND RESTATED BYLAWS OF





BIOANALYTICAL
SYSTEMS, INC.


(Including
Amendments through September 24, 2009)





ARTICLE
I.





Records
Pertaining To Share Ownership





Section
1.1. Recognition of Shareholders. Bioanalytical Systems, Inc. (the
"Corporation") is entitled to recognize a person registered on its books as the
owner of shares of the Corporation as having the exclusive right to receive
dividends and to vote those shares, notwithstanding any other person's equitable
or other claim to, or interest in, those shares.




Section
1.2. Transfer of Shares. Shares are transferable only on the books of the
Corporation, subject to any transfer restrictions imposed by the Articles of
Incorporation, these Bylaws, or an agreement among shareholders and the
Corporation. The Board may make such rules and regulations as it may deem
expedient, not inconsistent with these Bylaws, concerning the issue, transfer
and registration of certificates for shares of the stock of the Corporation.
Shares may be so transferred either (a) upon presentation of the certificate
representing the shares, endorsed by the appropriate person or persons, and
accompanied by (i) reasonable assurance that those endorsements are genuine and
effective, and (ii) a request to register the transfer; or (b) in any manner
described in any rule or regulation promulgated by the Board under this Section
1.2. Transfers of shares are otherwise subject to the provisions of the Indiana
Business Corporation Law (the "Act"), Article 8 of the Indiana Uniform
Commercial Code and federal securities laws.




Section
1.3. Certificates. Each shareholder is entitled to a certificate signed
(manually or in facsimile) by the President or a Vice President and the
Secretary or an Assistant Secretary, setting forth (a) the name of the
Corporation and that it was organized under Indiana law, (b) the name of the
person to whom issued, (c) the number, class, and series of shares represented,
and (d) a conspicuous statement that the Corporation will furnish to the holder
of the certificate on request, in writing, and without charge, a summary of the
designations, relative rights, preferences, and limitations applicable to each
such class of shares, and the variations in rights, preferences, and limitations
determined for each series within a class (and the authority of the Board of
Directors to determine variations for future series). The Board of Directors
shall prescribe the form of the certificate. Notwithstanding the foregoing, the
Board of Directors may determine for any reason, including, for example, to
qualify for any direct registration program, that some or all of any class
and/or series of shares may be uncertificated; provided, however, that no such
determination shall apply to any shares represented by a certificate until the
certificate is surrendered in accordance with Section 1.2.




Section
1.4. Lost or Destroyed Certificates. A new certificate may be issued to
replace a lost or destroyed certificate. Unless waived by the Board of
Directors, the shareholder in whose name the certificate was issued shall make
an affidavit or affirmation of the fact that the certificate is lost or
destroyed, shall advertise the loss or destruction in such manner as the Board
of Directors may require, and shall give the Corporation a bond of indemnity in
the amount and form which the Board of Directors may prescribe.





ARTICLE
II.





Meetings
of the Shareholders





Section
2.1. Annual Meetings. Annual meetings of the shareholders shall be held on
the second Monday in February of each year, or on such other date as may be
designated by the Board of Directors.




Section
2.2. Special Meetings. Special meetings of the shareholders may be called
by the President or by the Board of Directors. Special meetings of the
shareholders shall be called upon delivery to the Secretary of the Corporation
of one or more written demands for a special meeting of the shareholders
describing the purposes of that meeting and signed and dated by the holders of
at least 25% of all the votes entitled to be cast on any issue proposed to be
considered at that meeting.





Section
2.3. Notice of Meetings. The Corporation shall deliver or mail written
notice stating the date, time, and place of any shareholders' meeting and, in
the case of a special shareholders' meeting or when otherwise required by law, a
description of the purposes for which the meeting is called, to each shareholder
of record entitled to vote at the meeting, at such address as appears in the
records of the Corporation and at least 10, but no more than 60, days before the
date of the meeting. A shareholders' meeting shall be held at such place, either
in or out of the State of Indiana, as may be specified by the Board of Directors
in the respective notice for such meeting.




Section
2.4. Waiver of Notice. A shareholder may waive notice of any meeting,
before or after the date and time of the meeting as stated in the notice, by
delivering a signed waiver to the Corporation for inclusion in the minutes. A
shareholder's attendance at any meeting, in person or by proxy (a) waives
objection to lack of notice or defective notice of the meeting, unless the
shareholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and (b) waives objection to consideration
of a particular matter at the meeting that is not within the purposes described
in the meeting notice, unless the shareholder objects to considering the matter
when it is presented.




Section
2.5. Record Date. The Board of Directors may fix a record date, which may
be a future date, for the purpose of determining the shareholders entitled to
notice of a shareholders' meeting, to demand a special meeting, to vote, or to
take any other action. A record date shall be at least 10, but not more than 70,
days before the meeting or action requiring a determination of shareholders. If
the Board of Directors does not fix a-record date, the record date shall be the
10th day prior to the date of the meeting or other action.




Section
2.6. Voting by Proxy. A shareholder may appoint a proxy to vote or
otherwise act for the shareholder pursuant to a written appointment form
executed by the shareholder or the shareholder's duly authorized
attorney-in-fact. An appointment of a proxy is effective when received by the
Secretary or other officer or agent of the Corporation authorized to tabulate
votes. The general proxy of a fiduciary is given the same effect as the general
proxy of any other shareholder. A proxy appointment is valid for 11 months
unless otherwise expressly stated in the appointment form.




Section
2.7. Voting Lists. Following the record date for a shareholders' meeting,
the Secretary shall prepare an alphabetical list of all shareholders entitled to
notice of the meeting, arranged by voting group and within each voting group by
class and series, and showing the address and number of shares held by each
shareholder. The list shall be kept on file at the principal office of the
Corporation or at a place identified in the meeting notice in the city where the
meeting will be held. The list shall be available for inspection and copying by
any shareholder entitled to vote at the meeting, or by the shareholder's agent
or attorney authorized in writing, at any time during regular business hours,
beginning 5 business days before the date of the meeting through the meeting.
The list shall also be made available to any shareholder, or to the
shareholder's agent or attorney authorized in writing, at the meeting and any
adjournment thereof. Failure to prepare or make available a voting list with
respect to any shareholder's meeting shall not affect the validity of any action
taken at such meeting.




Section
2.8. Quorum; Approval. At any meeting of shareholders, a majority of the
votes entitled to be cast on a matter by a voting group at the meeting
constitutes a quorum of that voting group. If a quorum of a voting group is
present when a vote is taken, action on a matter is approved by that voting
group if the votes cast in favor of the action exceed the votes cast in
opposition to the action, unless a greater number is required by law, the
Articles of Incorporation, or these Bylaws. If more than one voting group is
entitled to vote on a matter, approval by each voting group is required for the
matter to be approved by the shareholders as a whole.


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ARTICLE
III.





Board
of Directors





Section
3.1. Powers and Duties. All corporate powers are exercised by or under the
authority of, and the business and affairs of the Corporation are managed under
the direction of, the Board of Directors, unless otherwise provided in the
Articles of Incorporation.




Section
3.2. Number and Qualifications. The total number of directors of the
Corporation shall be that specified or fixed in a resolution of the Board of
Directors, but in no event shall the Corporation have fewer than one
director.  A director who has been removed pursuant to Section 3.3
ceases to serve immediately upon removal; otherwise, a director whose term has
expired continues to serve until a successor is elected and qualifies or until
there is a decrease in the number of directors. A person need not be a
shareholder or an Indiana resident to qualify to be a director.




Section
3.2.1 Nomination of Directors. (a) Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors of the Corporation. Nominations of persons for election to the Board
of Directors may be made at any annual meeting of shareholders, or at any
special meeting of shareholders called for the purpose of electing directors,
(i) by or at the direction of the Board of Directors (or any duly authorized
committee thereof) or (ii) by any shareholder of the Corporation (1) who is a
shareholder of record on the date of the giving of the notice provided for in
this Section 3.2.1 and on the record date for the determination of shareholders
entitled to notice of and to vote at such meeting and (2) who complies with the
notice procedures set forth in this Section 3.2.1.




(b) In
addition to any other applicable requirements, for a nomination to be made by a
shareholder, such shareholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation.




(c) To
be timely, a shareholder's notice to the Secretary must be delivered to or
mailed and received at the principal executive offices of the Corporation (a) in
the case of an annual meeting, not less than ninety (90) days nor more than one
hundred twenty (120) days prior to the anniversary date of the immediately
preceding annual meeting; and (b) in the case of a special meeting of
shareholders called for the purpose of electing directors, not later than the
close of business on the tenth (10th) day following the day on which notice of
the date of the special meeting was mailed or public disclosure of the date of
the special meeting was made, whichever first occurs.




(d) If
mailed, such notice is given when deposited in the United States mail, with
postage thereon prepaid, directed to the shareholder at his address as it
appears on the record of shareholders. In the event of a change of address, such
shareholder shall file with the Secretary of the Corporation a written request
that such shareholder's address be changed in the records of the Corporation, in
which event notices to such shareholder shall be directed to such shareholder at
such other address.




(e) To
be in proper written form, a shareholder's notice to the Secretary must set
forth (i) as to each person whom the shareholder proposes to nominate for
election as a director (1) the name, age, business address and residence address
of the person, (2) the principal occupation or employment of the person, (3) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by the person, and (4) any other information
relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder; and (ii) as to the shareholder giving the
notice (1) the name and record address of such shareholder, (2) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such shareholder, (3) a description of all
arrangements or understandings between such shareholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such shareholder, (4) a representation
that such shareholder intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice, and (5) any other information relating
to such shareholder that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Exchange Act and the
rules and regulations promulgated thereunder. Such notice must be accompanied by
a written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.




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(f) No
person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth in this Section 3.2.1. The
Chair of the Nominating Committee or his or her designee shall have the
authority to determine whether a nomination is properly made in accordance with
the foregoing procedures. If the Chair of the Nominating Committee or his or her
designee determines that a nomination was not made in accordance with the
foregoing procedures, the chairman of the meeting shall declare to the meeting
that the nomination was defective and such defective nomination shall be
disregarded.




Section  3.2.2.
Classes of Directors and Terms. The directors shall be divided into three
classes as nearly equal in number as possible. The directors shall be initially
divided into a class alphabetically by last name. The terms of directors in the
first group expire at the first annual shareholders' meeting after September 24,
2009, the terms of the second group expire at the second annual shareholders'
meeting after September 24, 2009, and the terms of the third group, if any,
expire at the third annual shareholders' meeting after September 24, 2009. At
each annual shareholders' meeting held thereafter, directors shall be elected
for a term of three (3) years to succeed those whose terms
expire.  All directors elected for a term shall continue in office
until the election and qualification of their respective successors, their
death, their resignation, their removal in accordance with Section 3.3, or if
there has been a reduction in the number of directors and no successor is to be
elected, until the end of the term. The classes and terms of the directors shall
be governed by Indiana Code §23-1-33-6.





Section
3.3. Removal. Subject to any limitations on, and requirements for, removal
of directors contained in the Articles of Incorporation, any director may be
removed with or without cause by action of the shareholders taken at any meeting
the notice of which states that one of the purposes of the meeting is removal of
the director.




Section
3.4. Vacancies. Subject to any provisions concerning the filling of
vacancies contained in the Articles of Incorporation, if a vacancy occurs on the
Board of Directors, including a vacancy resulting from an increase in the number
of directors, the Board of Directors may fill the vacancy; and if the directors
remaining in office constitute fewer than a quorum of the Board, the directors
remaining in office may fill the vacancy by the affirmative vote of a majority
of those directors. Any director elected to fill a vacancy holds office until
the next annual meeting of the shareholders and/or until a successor is elected
and qualifies.




Section
3.5. Annual Meetings. Unless otherwise agreed by the Board of Directors,
the annual meeting of the Board of Directors shall be held immediately following
the annual meeting of the shareholders, at the place where the meeting of
shareholders was held, for the purpose of electing officers and considering any
other business which may be specifically set forth in the notice of the
meeting.




Section
3.6. Regular and Special Meetings. Regular meetings of the Board of
Directors may be held pursuant to a resolution of the Board of Directors
establishing a method for determining the date, time, and place of those
meetings. Special meetings of the Board of Directors may be held upon the call
of the President or of any one director.




Section
3.7. Notice and Agenda. Notice of a meeting may be waived in writing before
or after the time of the meeting. The waiver must be signed by the director
entitled to the notice and filed with the minutes of the meeting. A director's
attendance at or participation in a meeting waives any required notice of the
meeting, unless at the beginning of the meeting (or promptly upon the director's
arrival) the director objects to holding the meeting or transacting business at
the meeting and does not thereafter vote for or assent to action taken at the
meeting. All notices of a meeting of the Board of Directors shall include an
agenda specifically setting forth in reasonable detail any and all matters to be
officially acted upon at such meeting.




Section
3.8. Quorum. A quorum for the transaction of business at any meeting of the
Board of Directors consists of a majority of the number of directors then in
office. In all cases, except as otherwise expressly required by the Act or the
Articles of Incorporation, the approval or consent of a majority of the
directors then in office shall be required in order to authorize or approve
actions or other matters presented to the Board of Directors.




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Section
3.9. Action by Consent. Any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a meeting if the action
is taken by all directors then in office. The action must be evidenced by one or
more written consents describing the action taken, signed by each director, and
included in the minutes. Action of the Board of Directors taken by consent is
effective when the last director signs the consent, unless the consent specifies
a prior or subsequent effective date.




Section
3.10. Committees. The Board of Directors may create one or more committees
and appoint members of the Board of Directors to serve on them. Each committee
may have one or more members, who serve at the pleasure of the Board of
Directors. All rules applicable to action by the Board of Directors apply to
committees and their members. The Board of Directors may specify the authority
that a committee may exercise; however, a committee may not (a) authorize
distributions, except a committee may authorize or approve a reacquisition of
shares if done according to a formula or method prescribed by the Board of
Directors, (b) approve or propose to shareholders action that must be approved
by shareholders, (c) fill vacancies on the Board of Directors or on any of its
committees, (d) amend the Articles of Incorporation, (e) adopt, amend, or repeal
these Bylaws, (f) approve a plan of merger not requiring shareholder approval,
or (g) authorize or approve the issuance or sale or a contract for the sale of
shares, or determine the designation and relative rights, preferences, and
limitations of a class or series of shares.





Section
3.11. Presence. The Board of Directors may permit any or all directors to
participate in any annual, regular, or special meeting by any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director so participating is deemed to be present in
person at the meeting.




Section
3.12. Compensation. Each director shall receive such compensation for
service as a director as may be fixed by the Board of Directors.





ARTICLE
IV.





Officers





Section
4.1. Officers. The Corporation shall have a Chairman of the Board, a
President, one or more Vice Presidents, a Secretary, a Treasurer, and such other
officers as the Board of Directors or the President designates. The Board of
Directors or the President may designate one or more Vice Presidents to serve as
Executive Vice Presidents or Senior Vice Presidents. The same individual may
simultaneously hold more than one office.




Section
4.2. Terms of Office. Officers are elected at each annual meeting of the
Board of Directors and serve for a term expiring at the following annual meeting
of the Board of Directors. An officer who has been removed pursuant to Section
4.4 ceases to serve as an officer immediately upon removal; otherwise, an
officer whose term has expired continues to serve until a successor is elected
and qualifies.




Section
4.3. Vacancies. If a vacancy occurs among the officers, the Board of
Directors may fill the vacancy. Any officer elected to fill a vacancy holds
office until the next annual meeting of the Board of Directors and until a
successor is elected and qualifies.




Section
4.4. Removal. Any officer may be removed by the Board of Directors at any
time with or without cause.




Section
4.5. Compensation. Each officer shall receive such compensation for service
in office as may be fixed by the Board of Directors.




Section
4.6. President. The President is the chief executive officer of the
Corporation and is responsible for managing and supervising the affairs and
personnel of the Corporation, subject to the general control of the Board of
Directors. The President, or proxies appointed by the President, may vote shares
of other corporations owned by the Corporation. The President has authority to
execute, with the Secretary (as required), powers of attorney appointing other
corporations, partnerships, entities or individuals as the agents of the
Corporation, subject to law, the Articles of Incorporation and these Bylaws. The
President has such other powers and duties as the Board of Directors may from
time to time prescribe. The President has such other powers and duties as the
Board of Directors may from time to time prescribe.




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Section
4.7. Vice Presidents. The Vice Presidents shall have such powers and
perform such duties as the President and the Board of Directors may from time to
time prescribe. The Vice Presidents (in order of seniority) shall have all the
powers of, and perform all the duties incumbent upon, the President during the
President's absence or disability.




Section
4.8. Secretary. The Secretary is responsible for (a) attending all meetings
of the shareholders and the Board of Directors, (b) preparing true and complete
minutes of the proceedings of all meetings of the shareholders, the Board of
Directors, and all committees of the Board of Directors, (c) maintaining and
safeguarding the books (except books of account) and records of the Corporation,
and (d) authenticating the records of the Corporation. If required, the
Secretary attests the execution of deeds, leases, agreements, powers of
attorney, certificates representing shares of the Corporation, and other
official documents by the Corporation. The Secretary serves all notices of the
Corporation required by law, the Board of Directors, or these Bylaws. The
Secretary has such other duties as the Board of Directors may from time to time
prescribe.




Section
4.9. Treasurer. The Treasurer is responsible for (a) keeping correct and
complete books of account which show accurately at all times the financial
condition of the Corporation, (b) safeguarding all funds, notes, securities, and
other valuables which may from time to time come into the possession of the
Corporation, and (c) depositing all funds of the Corporation with such
depositories as the Board of Directors shall designate. The Treasurer shall
furnish at meetings of the Board of Directors, or when otherwise requested, a
statement of the financial condition of the Corporation. The Treasurer has such
other duties as the Board of Directors may from time to time
prescribe.




Section
4.10. Other Officers. The Board of Directors or the President may from time
to time designate and elect other officers (including assistant officers) who
shall have such powers and duties as the President, the Board of Directors, or
if assistant officer, the officers whom they are elected to assist, specify and
delegate to them, and such other powers and duties as the Board of Directors or
the President may from time to time prescribe. An Assistant Secretary may,
during the absence or disability of the Secretary, discharge all
responsibilities imposed upon the Secretary of the Corporation, including,
without limitation, attest the execution of all documents by the
Corporation.




Section
4.11. Chairman of the Board. The Chairman of the Board shall preside at all
meetings of the shareholders and of the Board of Directors and shall have such
other duties, powers and responsibilities as are assigned to the Chairman of the
Board by the Board of Directors from time to time.





ARTICLE
V.





Miscellaneous





Section
5.1. Records. The Corporation shall keep as permanent records minutes of
all meetings of the shareholders, the Board of Directors, and all committees of
the Board of Directors, and a record of all actions taken without a meeting by
the shareholders, the Board of Directors, and all committees of the Board of
Directors. The Corporation or its agent shall maintain a record of the
shareholders in a form that permits preparation of a list of the names and
addresses of all shareholders, in alphabetical order by class of shares showing
the number and class of shares held by each. The Corporation shall maintain its
records in written form or in a form capable of conversion into written form
within a reasonable time. The Corporation shall keep a copy of the following
records at its principal office: (a) the Articles of Incorporation then
currently in effect, (b) the Bylaws then currently in effect, (c) all
resolutions adopted by the Board of Directors with respect to one or more
classes or series of shares and fixing their relative rights, preferences, and
limitations, if shares issued pursuant to those resolutions are outstanding, (d)
minutes of all shareholders' meetings, and records of all actions taken by
shareholders without a meeting, for the past 3 years, (e) all written
communications to shareholders generally during the past 3 years, including
annual financial statements furnished upon request of the shareholders, (f) a
list of the names and business addresses of the current directors and officers,
and (g) the most recent annual report filed with the Indiana Secretary of
State.





Section
5.2. Execution of Contracts and Other Documents. Unless otherwise
authorized or directed by the Board of Directors, all written contracts and
other documents entered into by the Corporation shall be executed on behalf of
the Corporation by the President or a Vice President, and, if required, attested
by the Secretary or an Assistant Secretary.




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Section
5.3. Accounting Year. The accounting year of the Corporation begins on
October l of each year and ends on the September 30 immediately
following.




Section
5.4. Corporate Seal. The Corporation has no seal.





ARTICLE
VI.





Amendment





These
Bylaws may be amended or repealed only by the Board of
Directors.


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