UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                                FORM 20-F/A
                             (Amendment No. 1)

|_|  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE
     SECURITIES EXCHANGE ACT OF 1934

                                     OR

|X|  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2004

                                     OR

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD ................. TO
     .................

                       COMMISSION FILE NUMBER 0-28856

                     INSTRUMENTATION LABORATORY S.P.A.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                               NOT APPLICABLE
              (TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)

                             REPUBLIC OF ITALY
              (JURISDICTION OF INCORPORATION OR ORGANIZATION)
                              VIALE MONZA 338
                                20128 MILANO
                                   ITALY
                  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)



           SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO
                         SECTION 12(b) OF THE ACT:

                                    NONE
           SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO
                         SECTION 12(g) OF THE ACT:


                                                        NAME OF EACH EXCHANGE ON
                                                        ------------------------
                   TITLE OF EACH CLASS                      WHICH REGISTERED
                   -------------------                      ----------------

     American Depositary Shares, each representing               NONE
     one Ordinary Share, (euro)0.33 par value
     per share(1)

--------
(1)  The par value of an Ordinary  Share was  changed  from  (euro)1.29  to
     (euro)0.33  by a resolution  made at the  shareholders  meeting of the
     Company on March 29, 2004.


     SECURITIES  FOR WHICH  THERE IS A  REPORTING  OBLIGATION  PURSUANT  TO
SECTION 15(D) OF THE ACT: NONE

     INDICATE  THE  NUMBER OF  OUTSTANDING  SHARES OF EACH OF THE  ISSUER'S
CLASSES OF CAPITAL OR COMMON STOCK AS OF THE CLOSE OF THE PERIOD COVERED BY
THE ANNUAL REPORT. 362,521,088 Ordinary Shares, (euro)0.33 par vALUE

     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 by check mark which  financial  statement item the registrant
has elected to follow. Item 17 __ Item 18 X -

--------------------------------------------------------------------------------


<PAGE>


                              EXPLANATORY NOTE

Instrumentation  Laboratory S.p.A. (the "Company") is filing this Amendment
No. 1 on Form 20-F/A  solely to amend Item 15 of the annual  report on Form
20-F for its fiscal year ended  November 30, 2004,  filed by the Company on
May 27, 2005 (the "Annual Report").

This Amendment is not intended to amend any other information  presented in
the Company's Annual Report, which remains unchanged.

This Amendment does not reflect  events  occurring  after the filing of the
Annual Report and does not modify, restate or update the disclosure therein
in any way other than as required to reflect the amendment discussed above.
As a result, this Amendment continues to speak as of November 30, 2004.

ITEM 15.      CONTROLS AND PROCEDURES

     Pursuant to rules adopted by the Securities and Exchange Commission as
directed by Section 302 of the  Sarbanes-Oxley  Act of 2002, the Company is
providing the following information:

     As of the end of the period  covered by this report  (the  "Evaluation
Date") the Company  conducted an evaluation (under the supervision and with
the  participation  of the  Company's  chief  executive  officer  and chief
financial   officer),   pursuant  to  Rule  13a-15  promulgated  under  the
Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act") of the
effectiveness of design and operation of the Company's  disclosure controls
and  procedures.  Based on this  evaluation,  the Company's chief executive
officer  and  chief  financial  officer  have  concluded  that  as  of  the
Evaluation Date such disclosure  controls and procedures were effective and
were  reasonably  designed  to  ensure  that  information  required  to  be
disclosed by the Company in reports it files or submits  under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange Commission.

     During the period  covered  by this  Annual  Report on Form 20-F there
have not been any  significant  changes  in the  internal  controls,  or in
factors that could  significantly  affect the internal  controls,  nor were
there any significant  deficiencies or material  weaknesses in the internal
controls requiring corrective actions.


<PAGE>


ITEM 19.      EXHIBITS

     Exhibit       Description
     -------       -----------

       12          Section 302 Certifications.*

-----------------------------

* Filed herewith.


<PAGE>


                                 SIGNATURES

     The registrant  hereby certifies that it meets all of the requirements
for  filing on Form 20-F and that it has duly  caused  and  authorized  the
undersigned  to sign  this  Amendment  No. 1 to the  Annual  Report  on its
behalf.

                                             INSTRUMENTATION LABORATORY S.p.A.





                                             By: /s/ Jose Luis Martin
                                                 -------------------------------
                                             Name:   Jose Luis Martin
                                             Title:  Chief Financial Officer

Date: October 17, 2005