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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                 AMENDMENT NO. 2
                                       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:         Not applicable.
               Filing Party:                   Not applicable.
               Form or Registration No.:       Not applicable.
               Date Filed:                     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 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 in connection with its
offer to issue 5% Convertible Subordinated Debentures due 2013 (the "New
Debentures") in the principal amount of $16,000,000 in exchange for an equal
principal amount of 7% Convertible Subordinated Debentures due 2006 (the
"Existing Debentures"), upon the terms and subject to the conditions set forth
in the Offering Memorandum, dated November 12, 2003 (the "Offering Memorandum"),
a copy of which is attached hereto as Exhibit (a)(1), and in the related Letter
of Transmittal, a copy of which is attached hereto as Exhibit (a)(2) (which, as
they may be amended or supplemented from time to time, together constitute the
"Exchange Offer"). The information set forth in the Exchange Offer is hereby
incorporated by reference in response to all of the items of this Statement.
References below to "Items" refer to Items of Regulation M-A.

                ITEM 1. SUMMARY TERM SHEET

        Item 1001 - Summary Term Sheet. The information set forth in the section
of the Offering Memorandum entitled "Summary Term Sheet" is incorporated herein
by reference.

                ITEM 2. SUBJECT COMPANY INFORMATION

        Item 1002(a) - Name and address. The issuer of the securities subject to
the Exchange Offer is Meridian Bioscience, Inc., an Ohio corporation. The
principal executive offices of Meridian are located at 3471 River Hills Drive,
Cincinnati, Ohio 45244. The telephone number at Meridian's principal executive
offices is (513) 271-3700.

        Item 1002(b) - Securities. The subject class of securities is the 7%
Convertible Subordinated Debentures due 2006 of Meridian. As of the date of this
Statement, there were outstanding $20,000,000 in principal amount of the
Existing Debentures.

        Item 1002(c) - Trading market and price. The information set forth in
the sections of the Offering Memorandum entitled "Market for the Existing
Debentures and Common Stock" is incorporated herein by reference.





                ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON

        Item 1003(a) - Name and address. The information set forth under Item
2(a) above is incorporated herein by reference. The filing person is the issuer
of the securities subject to the Exchange Offer.

        Pursuant to General Instruction C to Schedule TO, the following persons
are the directors and/or officers and/or controlling persons of Meridian:


                               
        William J. Motto          Chairman of the Board of Directors, Chief Executive Officer
        John A. Kraeutler         President, Chief Operating Officer and Director
        Antonio A. Interno        Senior Vice President
        Richard L. Eberly         Executive Vice President
        Kenneth J. Kozak          Vice President, Research and Development
        Melissa A. Lueke          Vice President, Chief Financial Officer and Secretary
        Susan A. Rolih            Vice President of Regulatory Affairs & Quality Systems
        Lawrence J. Baldini       Vice President of Operations
        James A. Buzard           Director
        Gary P. Kreider           Director
        Robert J. Ready           Director
        David C. Phillips         Director


        The address of each person listed above is c/o Meridian Bioscience,
Inc., 3471 River Hills Drive, Cincinnati, Ohio 45244, and each such person's
telephone number is (513) 271-3700.

                ITEM 4. TERMS OF THE TRANSACTION

        Item 1004(a) - Material terms. The information set forth in the sections
of the Offering Memorandum entitled "Summary Term Sheet," "Material United
States Federal Income Tax Considerations," "Pro Forma Financial Information,"
"The Exchange Offer," "Description of the New Debentures," "Comparison of the
Existing Debentures and the New Debentures" and "Description of Common Stock" is
incorporated herein by reference.

        Item 1004(b) - Purchases. William J. Motto beneficially owns $50,000
principal amount of the Existing Debentures. Gary P. Kreider beneficially owns
$26,000 principal amount of Existing Debentures. Either or both of these
individuals may tender all or a portion of their Existing Debentures in the
Exchange Offer.

                ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

        Item 1005(e) - Agreements involving the subject company's securities.

                ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

        Item 1006(a) - Purposes. The information set forth in the section of the
Offering Memorandum entitled "Summary Term Sheet--Why are you making the
Exchange Offer?" is incorporated herein by reference.

        Item 1006(b) - Use of securities acquired. The information set forth in
the section of the Offering Memorandum entitled "The Exchange Offer -- Use of
Securities Acquired" is incorporated herein by reference.

        Item 1006(c) - Plans.  None.

                ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

        Item 1007(a) - Source of Funds. The information set forth in the section
of the Offering Memorandum entitled "The Exchange Offer -- Expenses" is
incorporated herein by reference.





        Item 1007(b) - Conditions. The information set forth in the section of
the Offering Memorandum entitled "The Exchange Offer -- Conditions to the
Exchange Offer" is incorporated herein by reference.

        Item 1007(d) - Borrowed Funds.  Meridian will not borrow funds or
consideration for the purpose of the Exchange Offer.

                ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

        Item 1008(a) - Securities ownership. William J. Motto beneficially owns
$50,000 principal amount of the Existing Debentures. Gary P. Kreider
beneficially owns $26,000 principal amount of Existing Debentures.

        Item 1008(b) - Securities transactions. Not applicable.

                ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

        Item 1009(a) - Solicitations or Recommendations. The information set
forth in the section of the Offering Memorandum entitled "The Exchange Offer --
Solicitation" is incorporated herein by reference.

                ITEM 10. FINANCIAL STATEMENTS

        Item 1010(a) - Financial Information. The following financial statements
and financial information are incorporated herein by reference:

                (1)     the audited consolidated financial statements of
                        Meridian set forth in its Annual Report on Form 10-K for
                        the fiscal year ended September 30, 2002;

                (2)     the unaudited consolidated condensed financial
                        statements of Meridian set forth in its Quarterly Report
                        on Form 10-Q for the fiscal quarter ended June 30, 2003;
                        and

                (3)     the information set forth in the sections of the
                        Offering Memorandum entitled "Selected Financial
                        Consolidated Data" and "Pro Forma Effect of the Exchange
                        Offer."

        Copies of the financial statements incorporated herein by reference
pursuant to clauses (1) and (2) can be obtained as provided in the sections of
the Offering Memorandum entitled "Where You Can Find More Information" and
"Incorporation of Information."

        Item 1010(b) - Pro Forma Information. The information set forth in the
section of the Offering Memorandum entitled "Pro Forma Financial Information "
is incorporated herein by reference.

                ITEM 11. ADDITIONAL INFORMATION

        Item 1011(a) - Agreements, regulatory requirements and legal
proceedings.

                (1)     None.

                (2)     The information set forth in the section of the Offering
                        Memorandum entitled "The Exchange Offer -- Conditions to
                        the Exchange Offer" is incorporated herein by reference.

                (3)     None.

                (4)     None.

                (5)     None.



        Item 1011(b) - Other material information. The information set forth in
the Offering Memorandum and Letter of Transmittal is hereby incorporated by
reference.

                ITEM 12. EXHIBITS



----------------    -----------------------------------------------------------------------------
Exhibit Number                                      Description
----------------    -----------------------------------------------------------------------------
                 
(a)(1)              Offering Memorandum, dated November 12, 2003
(a)(2)              Letter of Transmittal
(a)(3)              Notice of Guaranteed Delivery
(a)(4)              Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
                    Other Nominees
(a)(5)              Form of Letter to Clients
(a)(6)              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.
(a)(7)              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.
(a)(8)              Press Release, dated November 12, 2003

(d)(1)              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

(d)(2)**            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.

(d)(3)              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

                ITEM 13. 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.

                                        MERIDIAN BIOSCIENCE, INC.



                                        By:    Melissa A. Lueke
                                           ---------------------------------
                                               Melissa A. Lueke
                                               Vice President, Chief Financial
                                               Officer and Secretary
Dated:  November 12, 2003



1153798.5