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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2009

BIOANALYTICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)

Indiana
  
0-23357
  
35-1345024
(State or other
jurisdiction of
incorporation or
organization)
  
(Commission File Number)
  
(I.R.S. Employer Identification
No.)

2701 KENT AVENUE
WEST LAFAYETTE, INDIANA
  
 
47906-1382
(Address of principal executive offices)
  
(Zip Code)

Registrant's telephone number, including area code: (765) 463-4527
 
 
 
 
 
The information provided in Item 5.03 and Item 9.01 of this Form 8-K is being furnished and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 5.03 and Item 9.01 of this Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
 
Item 5.03. 
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On July 29, 2009, the Second Amended and Restated Bylaws (the "Bylaws") of Bioanalytical Systems, Inc. (the "Company") were amended.  The Bylaws amendment was adopted in response to the enactment of Indiana Code § 23-1-33-6(c), which mandates that, unless a bylaw is adopted opting out of that statute, the terms of members of the boards of directors be staggered for corporations that are incorporated under Indiana law and that have a class of voting shares registered with the Securities and Exchange Commission under Section 12 of the Securities Exchange Act of 1934.    The amendment added Section 3.13, in which the Company elected to not be governed by the provisions of Indiana Code § 23-1-33-6(c).

Item 9.01.
 Financial Statements and Exhibits.
 
(a)    Not applicable.
 
(b)    Not applicable.
 
(c)    Not applicable.
 
(d)    Exhibits:

3.01   Amendment No. 5 to Second Amended and Restated Bylaws.
 
 
 
 
 
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 hereunto duly authorized.
 
 
Bioanalytical Systems, Inc.
     
Date: August 3, 2009
By:  
 /s/ Michael R. Cox 
 
 
Michael R. Cox
 
Vice President, Finance and Administration, Chief Financial Officer and Treasurer
 
 
 
 
 
Exhibit Index
 
Exhibit No.
  
Description
     
3.01
  
Amendment No. 5 to Second Amended and Restated Bylaws.