Exhibit 3.2

AMENDED AND RESTATED BYLAWS OF
BIOANALYTICAL SYSTEMS, INC.(Including Amendments through September 30, 2006)

# 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.  Shares may be so transferred upon presentation of the
certificate representing the shares, endorsed by the appropriate person or
persons, and accompanied by (a) reasonable assurance that those
endorsements are genuine and effective, and (b) a request to register the
transfer.  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.

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.

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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.

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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.

# 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 Terms of Office; Qualifications.    The Corporation shall have no
fewer than seven and no greater than nine directors.  Subject to the limitations
contained in this Section 3.2, the number of directors may be fixed or changed
from time to time by a majority vote of the Board of Directors.  Directors are
elected at each annual shareholders meeting and serve for a term expiring at the
following annual shareholders meeting.  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 3.3.    
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.

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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.

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.

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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.

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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.

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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