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                                                                     EXHIBIT 3.4

                           CALIPER TECHNOLOGIES CORP.

                               AMENDMENT NO. 1 TO
                                     BYLAWS

The Bylaws of Caliper Technologies Corp. (the "Company") are amended as follows:

1.   Article V, Section 28 of the Bylaws of the Company is hereby amended in its
entirety to read as follows:

     "SECTION 28.   TENURE AND DUTIES OF OFFICERS.

          (a)  GENERAL.  All officers shall hold office at the pleasure of the
Board of Directors and until their successors shall have been duly elected and
qualified, unless sooner removed.  Any officer elected or appointed by the Board
of Directors may be removed at any time by the Board of Directors.  If the
office of any officer becomes vacant for any reason, the vacancy may be filled
by the Board of Directors.

          (b)  DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the
Board of Directors, when present, shall preside at all meetings of the
stockholders and the Board of Directors.  The Chairman of the Board of Directors
shall perform other duties commonly incident to his office and shall also
perform such other duties and have such other powers, as the Board of Directors
shall designate from time to time.  If there is no Chief Executive Officer or
President, then the Chairman of the Board of Directors shall also serve as the
Chief Executive Officer of the corporation and shall have the powers and duties
prescribed in paragraphs (b) and (c) of this Section 28.

          (c)  DUTIES OF THE CHIEF EXECUTIVE OFFICER.  The Chief Executive
Officer shall, subject to the control of the Board of Directors, have general
supervision, direction and control of the business and officers of the
corporation.  The Chief Executive Officer shall preside at all meetings of the
stockholders unless the Chairman of the Board of Directors has been appointed
and is present.  The Chief Executive Officer shall perform other duties commonly
incident to his office and shall also perform such other duties and have such
other powers as the Board of Directors shall designate from time to time.

          (d)  DUTIES OF THE PRESIDENT.  Unless some other officer has been
elected Chief Executive Officer of the corporation, the President shall be the
Chief Executive Officer of the corporation and shall, subject to the control of
the Board of Directors, have general supervision, direction and control of the
business and officers of the corporation.  The President shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers, as the Board of Directors shall designate from time
to time.

          (e)  DUTIES OF THE VICE PRESIDENT.  The Vice Presidents may assume and
perform the duties of the President in the absence or disability of the
President or
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whenever the office of President is vacant.  The Vice Presidents shall perform
other duties commonly incident to their office and shall also perform such other
duties and have such other powers as the Board of Directors or the President
shall designate from time to time.

          (f)  DUTIES OF THE SECRETARY.  The Secretary shall attend all meetings
of the stockholders and of the Board of Directors and shall record all acts and
proceedings thereof in the minute book of the corporation. The Secretary shall
give notice in conformity with these Bylaws of all meetings of the stockholders
and of all meetings of the Board of Directors and any committee thereof
requiring notice.  The Secretary shall perform all other duties given him in
these Bylaws and other duties commonly incident to his office and shall also
perform such other duties and have such other powers, as the Board of Directors
shall designate from time to time.  The President may direct any Assistant
Secretary to assume and perform the duties of the Secretary in the absence or
disability of the Secretary, and each Assistant Secretary shall perform other
duties commonly incident to his office and shall also perform such other duties
and have such other powers as the Board of Directors or the President shall
designate from time to time.

          (g)  DUTIES OF THE CHIEF FINANCIAL OFFICER.  The Chief Financial
Officer shall keep or cause to be kept the books of account of the corporation
in a thorough and proper manner and shall render statements of the financial
affairs of the corporation in such form and as often as required by the Board of
Directors or the President.  The Chief Financial Officer, subject to the order
of the Board of Directors, shall have the custody of all funds and securities of
the corporation.  The Chief Financial Officer shall perform other duties
commonly incident to his office and shall also perform such other duties and
have such other powers as the Board of Directors or the President shall
designate from time to time.  The President may direct the Treasurer or any
Assistant Treasurer, or the Controller or any Assistant Controller to assume and
perform the duties of the Chief Financial Officer in the absence or disability
of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and
each Controller and Assistant Controller shall perform other duties commonly
incident to his office and shall also perform such other duties and have such
other powers as the Board of Directors or the President shall designate from
time to time."

2.   Except as modified by this Amendment No. 1, the Bylaws of the Company
shall remain in full force and effect.