INTERNATIONAL REMOTE IMAGING SYSTEMS INC /DE/
8-K, 1996-10-31
LABORATORY ANALYTICAL INSTRUMENTS
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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):  October 21, 1996


                   International Remote Imaging Systems, Inc.
               (Exact Name Of Registrant As Specified In Charter)




         Delaware                     0-9767               94-2579751
(STATE OR OTHER JURISDICTION       (COMMISSION            (IRS EMPLOYER
    OF INCORPORATION)              FILE NUMBER)         IDENTIFICATION NO.)


9162 Eton Avenue, Chatsworth, California                     91311
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)




Registrant's telephone number, including area code:  (818) 709-1244
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ITEM 5.  OTHER EVENTS.

         On October 21, 1996, the Registrant issued a press release announcing
a restructuring of its workforce, a copy of which is attached as Exhibit 99
hereto and incorporated herein by reference.



                                   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.




                                       INTERNATIONAL REMOTE IMAGING
                                       SYSTEMS, INC.



Date:  October 31, 1996                By: /s/ Martin S. McDermut
                                          --------------------------------
                                               Martin S. McDermut
                                               Chief Financial Officer


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                                                                    EXHIBIT 99



          [IRIS LOGO]


- -------------------------------------------------------------------------------
CONTACTS:  DR. F. H. DEINDOERFER, CEO
           818-709-1244 or
           Noah Fields, OA&R/ECOM
           212-880-5200                                   FOR IMMEDIATE RELEASE
- -------------------------------------------------------------------------------


                          IRIS ANNOUNCES RESTRUCTURING


        CHATSWORTH, CA, October 21, 1996 - International Remote Imaging
Systems, Inc. (IRI-AMEX) announced today a restructuring that reduces its
workforce by twenty percent.  Earlier this year IRIS completed two acquisitions
which increased its employment rolls to more than 150 people.  In addition,
IRIS expects to report an operating loss for the third quarter - only the
second such loss in five years.  According to Dr. Fred H. Deindoerfer, IRIS
Chairman and President, "The restructuring is aimed primarily at restoring
profitability following our recent acquisitions, while ensuring continuation of
the Company's product development program."

        Most of the reductions in the work force will take place at its
headquarters facility in Chatsworth, CA.  The restructuring is expected to save
IRIS more than $1.0 million annually, after a one-time charge to earnings of
approximately $900,000 which the Company expects to incur during the fourth
quarter for severance and other costs associated with the restructuring.  While
all areas are affected by the restructuring, most IRIS research and development
activities carried out at its three competency centers located in Chatsworth,
CA, League City, TX, and Norwood, MA will continue.

        IRIS attributes a large part of the expected third quarter loss to the
growth in operating expenses outpacing the growth in sales.  Although third
quarter sales increased over those of the comparable period last year, they
were below the Company's expectations.  In addition, gross margins were
negatively impacted by, among other things, introductory discounts on the new
Model 900UDx urine pathology workstation, while operating expenses increased
principally from intensified activities related to refinements of The White
IRIS leukocyte


                                     (more)
        
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differential analyzer in preparation for commercial launch.  The Company
expects these activities to diminish as The White IRIS nears commercial
introduction.  The White IRIS is a new instrument for classifying normal and
abnormal white blood cells, cleared by the FDA earlier this year, which IRIS
plans to launch commercially in 1997.

        IRIS designs, develops, manufactures and markets IVD imaging systems
based on its patented and proprietary AIM technology for automating microscopic
procedures performed in hospitals and clinical reference laboratories.  Its
major product lines are The Yellow IRIS family of urinalysis workstations and
the PowerGene family of genetic workstations.




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