SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3
TO
SCHEDULE TO
(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Meridian Bioscience, Inc.
(Name of Subject Company (Issuer))

Meridian Bioscience, Inc.
(Name of Filing Person (Offeror))

7% Convertible Subordinated Debentures Due 2006	589602 AB 7
(Title of Class of Securities)	(CUSIP Number of Class of Securities)

Mark A. Weiss, Esq.
Keating, Muething & Klekamp, P.L.L.
1400 Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6599
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Person)

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
$16,000,000	$1,295**

* The transaction valuation is estimated for purposes of calculating the amount of the filing fee only. The transaction valuation assumes the exchange of $16,000,000 in principal amount of the 7% Convertible Subordinated Debentures due 2006 (the “Existing Debentures”) that are subject to the Exchange Offer.

** Previously paid.

[  ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

                             Amount Previously Paid:
                             Filing Party:
                             Form or Registration No.:
                             Date Filed: Not applicable.
Not applicable.
Not applicable.
Not applicable.

[  ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

[   ] Third-party tender offer subject to Rule 14d-1.

[X] Issuer tender offer subject to Rule 13e-4.

[  ] Going-private transaction subject to Rule 13e-3.

[  ] Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:          [  ]

        This Amendment No. 3 to Tender Offer Statement on Schedule TO (this “Statement”) is being filed by Meridian Bioscience, Inc., an Ohio corporation (“Meridian”), pursuant to Section 13(e) of the Securities Exchange Act of 1934 for the purpose of amending Item 12 to include new and revised exhibits.

Item 12.      Exhibits

Exhibit Number

Description

(a)(1)* (a)(2)* (a)(3)* (a)(4)* (a)(5)* (a)(6)*         (a)(7)*         (a)(8)* (a)(9) (a)(10) (a)(11)         (d)(1)*                         (d)(2)*         (d)(3)*

Offering Memorandum, dated November 12, 2003 Letter of Transmittal, as amended Notice of Guaranteed Delivery Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees Letter to Clients Meridian Bioscience, Inc. Annual Report on Form 10-K for the fiscal year ended September 30, 2002, filed with the Securities and Exchange Commission and incorporated herein by reference. Meridian Bioscience, Inc. Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003, filed with the Securities and Exchange Commission and incorporated herein by reference. Press Release dated November 12, 2003 Press Release dated December 12, 2003 Press Release dated December 23, 2003 Letter dated January 14, 2004 sent to holders of 7% Convertible Subordinated Debentures due 2006 Indenture relating to the 7% Convertible Subordinated Debentures due 2006, by and between Meridian Bioscience, Inc. and U.S. Bank, N.A., as Trustee (incorporated by reference to the Registration Statement No. 333-11077 on Form S-3 filed with the Securities and Exchange Commission on August 29, 1996 Form of Indenture relating to the 5% Convertible Subordinated Debentures due 2013, to be entered into by and between Meridian Bioscience, Inc. and LaSalle Bank, N.A., as Trustee. Loan and Security Agreement among Meridian, certain of its subsidiaries and Fifth Third Bank Dated as of September 20, 2001 (incorporated by reference to Exhibit 10.22 of the Annual Report on Form 10-K for the year ended September 30, 2002).

*previously filed or incorporated by reference as indicated

Item 1.    Information Required by Schedule 13E-3

                 Not applicable.

SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 15, 2004 MERIDIAN BIOSCIENCE, INC.


BY: /s/Melissa A. Lueke
——————————————
Melissa A. Lueke
Vice President, Chief Financial
Officer and Secretary

EX-99

INFORMATION

For Immediate Release
December 12, 2003
Contact: 513.271.3700
John A. Kraeutler

MERIDIAN BIOSCIENCE EXTENDS
EXPIRATION DATE OF EXCHANGE OFFER

Meridian Bioscience, Inc., Cincinnati, Ohio (NASDAQ: VIVO) today announced that it is extending the expiration date for its offer to exchange 5% Convertible Subordinated Debentures due 2013 (New Debentures) in the principal amount of $16,000,000 for an equal amount of outstanding 7% Convertible Subordinated Debentures due 2006 (Existing Debentures), and related withdrawal rights, until 12:00 midnight EST on Tuesday, December 30, 2003, unless extended or earlier terminated by the Company. All other terms of the offer remain unchanged pursuant to the Offering Memorandum dated November 12, 2003. For additional information contact D.F. King, the information agent for the offering, at (888) 887-1266.

This press release shall not constitute an offer to exchange or a solicitation of an offer to exchange the Existing Debentures for New Debentures. The Exchange Offer is being made solely pursuant to the offering memorandum dated November 12, 2003, and related letter of transmittal. Investors and security holders are advised to read both the offering memorandum and the related letter of transmittal regarding the Exchange Offer because they contain important information.

Meridian is a fully integrated life science company that manufactures, markets and distributes a broad range of innovative diagnostic test kits, purified reagents and related products and offers biopharmaceutical enabling technologies. Utilizing a variety of methods, these products provide accuracy, simplicity and speed in the early diagnosis and treatment of common medical conditions, such as gastrointestinal, viral, urinary and respiratory infections. All Meridian diagnostic products are used outside of the human body and require little or no special equipment. The Company’s products are designed to enhance patient well-being while reducing the total outcome costs of healthcare. Meridian has strong market positions in the areas of gastrointestinal and upper respiratory infections, serology, parasitology and fungal disease diagnosis. In addition, Meridian is a supplier of rare reagents and specialty biologicals along with proteins and other biologicals used by biopharmaceutical companies engaged in research for new drugs and vaccines. The Company markets its products to hospitals, reference laboratories, research centers, veterinary testing centers, physician offices and diagnostics manufacturers in more than 60 countries around the world. The Company’s shares are traded through Nasdaq’s National Market, symbol VIVO. Meridian’s website address is www.meridianbioscience.com.

Company	Information Agent
Meridian Bioscience, Inc. (513) 272-5228 Attention: Brenda Hughes, Executive Assistant	D.F. King & Co., Inc. (888) 887-1266

(end)

EX-99

INFORMATION

For Immediate Release
December 23, 2003
Contact: 513.271.3700
John A. Kraeutler

MERIDIAN BIOSCIENCE EXTENDS
EXPIRATION DATE OF EXCHANGE OFFER

Meridian Bioscience, Inc., Cincinnati, Ohio (NASDAQ: VIVO) today announced that it is extending the expiration date for its offer to exchange 5% Convertible Subordinated Debentures due 2013 (New Debentures) in the principal amount of $16,000,000 for an equal amount of outstanding 7% Convertible Subordinated Debentures due 2006 (Existing Debentures), and related withdrawal rights, until 12:00 midnight EST on Wednesday, January 28, 2004, unless extended or earlier terminated by the Company. All other terms of the offer remain unchanged pursuant to the Offering Memorandum dated November 12, 2003. For additional information contact D.F. King, the information agent for the offering, at (888) 887-1266.

This press release shall not constitute an offer to exchange or a solicitation of an offer to exchange the Existing Debentures for New Debentures. The Exchange Offer is being made solely pursuant to the offering memorandum dated November 12, 2003, and related letter of transmittal. Investors and security holders are advised to read both the offering memorandum and the related letter of transmittal regarding the Exchange Offer because they contain important information.

Meridian is a fully integrated life science company that manufactures, markets and distributes a broad range of innovative diagnostic test kits, purified reagents and related products and offers biopharmaceutical enabling technologies. Utilizing a variety of methods, these products provide accuracy, simplicity and speed in the early diagnosis and treatment of common medical conditions, such as gastrointestinal, viral, urinary and respiratory infections. All Meridian diagnostic products are used outside of the human body and require little or no special equipment. The Company’s products are designed to enhance patient well-being while reducing the total outcome costs of healthcare. Meridian has strong market positions in the areas of gastrointestinal and upper respiratory infections, serology, parasitology and fungal disease diagnosis. In addition, Meridian is a supplier of rare reagents and specialty biologicals along with proteins and other biologicals used by biopharmaceutical companies engaged in research for new drugs and vaccines. The Company markets its products to hospitals, reference laboratories, research centers, veterinary testing centers, physician offices and diagnostics manufacturers in more than 60 countries around the world. The Company’s shares are traded through Nasdaq’s National Market, symbol VIVO. Meridian’s website address is www.meridianbioscience.com.

Company	Information Agent
Meridian Bioscience, Inc. (513) 272-5228 Attention: Brenda Hughes, Executive Assistant	D.F. King & Co., Inc. (888) 887-1266

(end)

EX-99

Telephone: (513) 272-5228
Fax: (513) 271-3762
www.meridianbioscience.com

January 14, 2004

Dear Debentureholder:

        As a holder of our outstanding convertible debentures, you have the opportunity to exchange these debentures for our new debentures. We want to tell you about some of the features of this exchange offer, why we believe it is attractive, and ask that you give it careful consideration. We previously sent you an offering memorandum dated November 12, 2003, and Letter of Transmittal describing the exchange offer. Instructions for participating in the exchange offer are provided below and in these documents.

Background Information

        The debentures you now own pay $70 in interest each year per $1,000 principal amount, are convertible into 62 shares of our common stock, and mature September 1, 2006. We have the right to “call” (forcing you to surrender) your debentures at anytime before maturity at par value; that is, at the stated principal value of $1,000 per debenture. If your debentures are called, your rights to convert into common stock will terminate. As the enclosed press release indicates, we will begin a program to redeem our debentures soon after January 28, 2004, the date when debentureholders lose their right to exchange their current debentures for new debentures.

        When we issued your debentures back in September of 1996 the prime rate for borrowers was over 8%; today’s prime rate is 4%. Naturally, as we look forward we want your Company’s financial underpinnings to be both solid and cost effective. Therefore, we believe it makes sound sense to offer our current debentureholders a new debenture that is more in line with current interest rates and yet has other additional attractive features as compared to the current debenture you now hold. Our plan is that the new debentures will be part of our permanent capital structure either as long-term debt or, if converted into common stock, as equity.

The Exchange Offer is being made solely pursuant to the offering memorandum dated November 12, 2003, and related letter of transmittal. Investors and security holders are advised to read both the offering memorandum and the related letter of transmittal regarding the Exchange Offer because they contain important information.

The New Debentures

        Here is what we have constructed in the new debenture for your consideration. First, the new debentures cannot be called away from you for redemption at par value before September 1, 2007. If we were to call them before that date we will be obligated to pay you a premium over par value.

        Second, the new debentures are convertible into 69 shares of common stock per $1,000 of principal amount as compared to the current debentures which are convertible into 62 shares. This means the parity conversion price has been reduced from $16.09 to $14.50 per share.

        Third, the new debentures have about a seven year longer maturity date (September 1, 2013). We believe a 5% yield and a ten-year call on the underlying stock provides an attractive security on its own merits given our favorable outlook for the Company’s business and industry, particularly in today’s low interest rate environment.

        Fourth, with a ten-year period before maturity, you have a call on the underlying stock of the Company at anytime during the period. This ability to convert your debentures into shares of common stock allows you to participate and realize capital gains if the stock price advances above $14.50 per share during the next decade. Under such a favorable scenario, your new debentures would be worth more than par value. For example, if our common stock were to trade at $20 per share any time during the next 10 years, the intrinsic value of each $1,000 principal amount of the new debenture would be $1,380, or 38% above the par value of such debenture. In fact, any stock price above $14.50 per share would create intrinsic value in the debenture. Of course, throughout the ten-year period you would also receive yearly interest payments paid March 1^st and September 1^st of each year.

        Fifth, with regard to our common stock dividend, the debentures have a superior rank in our capital structure compared to our common stock and the debenture interest is payable by contract whereas cash dividends are at the discretion of our Board of Directors and not by contract.

        Sixth, your current debentures are subject to being called away from you at par value at any time. This will, of course, terminate your rights to future interest payments and possible capital gains through conversion into common stock. The Company has announced that it will begin a program to redeem its debentures soon after January 28, 2004, the date when debentureholders lose their right to exchange their current debentures for new debentures.

        Attached is a chart which shows selected comparisons of our current debentures and the new debentures we will be issuing.

Management Participation

        As founder, Chairman and CEO, I have exchanged all of my current debentures for the new debentures. Similarly, our directors who hold the current debentures have taken the same action.

How to Exchange Your Debentures

        To tender your existing debentures, you must deliver your existing debentures, together with a completed Letter of Transmittal and any other documents required by the Letter of Transmittal, to LaSalle Bank, National Association, the exchange agent for the exchange offer, no later than the time the exchange offer expires. If your existing debentures are held in street name (that is, through a broker, dealer or other nominee) the existing debentures can be tendered by your nominee through the Depository Trust Company, also known as DTC. If you have questions regarding the procedures for tendering in the exchange offer or require assistance in tendering your existing debentures, please contact your broker, financial advisor or D.F. King & Co, Inc., the information agent for the exchange offer, at (888) 887-1266.

        The exchange offer expires at 12:00 midnight EST on Wednesday, January 28, 2004. We do not intend to extend the expiration date. We hope you will take advantage of this exchange offer and continue to be a stakeholder in Meridian Bioscience.

Sincerely,


/s/William J. Motto
William J. Motto
Chairman and Chief Executive Officer


/s/John A. Kraeutler
John A. Kraeutler
President and Chief Operating Officer

Enclosures

SELECTED COMPARISONS OF THE
CURRENT AND NEW DEBENTURES

	Current Debenture	New Debenture
Maturity Interest Rate Payment Dates Shares Under Conversion Parity Conversion Price Conversion Period Callable at Par Call Premium Subordination	September 1, 2006 7% March 1 & Sept. 1 62 shares/$1,000 $16.09/share 2.7 years Now None Yes	September 1, 2013 5% March 1 & Sept. 1 69 shares/$1,000 $14.50/share 10 years September 1, 2007 Through September 1, 2007 Yes

The following table sets forth the intrinsic value and percentage increase over par value of the current and new debentures based on conversion into the Company’s underlying common stock at various theoretical stock prices in the future:

	Value of Debenture
Stock Price	Current Debenture	New Debenture
$10.00  12.00  14.00  16.00  18.00  20.00  22.00  24.00	$1,000 (---------)  1,000 (---------)  1,000 (---------)  1,000 (---------)  1,116 (+11.6%)  1,240 (+24.0%)  1,364 (+36.4%)  1,488 (+48.8%)	$1,000 (---------)  1,000 (---------)  1,000 (---------)  1,104 (+10.4%)  1,242 (+24.2%)  1,380 (+38.0%)  1,518 (+51.8%)  1,656 (+65.6%)

As the above table indicates, the new debentures provide a substantially higher return based on higher stock prices. Importantly, the new debentures also give you a much longer period (10 years versus less than three years) to covert into the underlying common stock should our stock price increase in value in the future. Also, the present debentures are subject to being redeemed at anytime at par value ($1,000 per debenture), an action that we will commence for a portion ($4 million) of the outstanding debentures soon after the exchange offer termination date of January 28, 2004.