8-K

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                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

                                DECEMBER 15, 2004
                Date of Report (Date of Earliest Event Reported):

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

            California                   000-19720               77-0213001
   (State or other Jurisdiction   (Commission File Number)   (I.R.S. Employer)
         of Incorporation)                                  Identification No.)

                                3240 Whipple Road
                              Union City, CA 94587
          (Address of principal executive offices, including zip code)

                                 (510) 675-6500
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

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ITEM 8.01 OTHER EVENTS.

        On December 15, 2004, Abaxis, Inc., announced today that it has
terminated its relationship with VEDCO, a warehousing cooperative for member
distributors who sell Abaxis products to their respective customers. A copy of
the press release is attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

        (c)     EXHIBITS.

        The following exhibit is furnished with this report on Form 8-K:

        Exhibit No.      Description
        -----------      -------------------------------------
        99.1             Press release dated December 15, 2004

                                        2


                                   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.

Date: December 15, 2004

                                              ABAXIS, INC.

                                              By: /s/ Alberto Santa Ines
                                                  ------------------------------
                                                  Alberto Santa Ines
                                                  Vice President, Finance and
                                                  Chief Financial Officer
                                        3

EX-99.1

                                                                    Exhibit 99.1

 ABAXIS ANNOUNCES DISTRIBUTOR CHANGES AND ANTICIPATED IMPACT ON THIRD QUARTER
                                     RESULTS

     UNION CITY, Calif., Dec. 15 /PRNewswire-FirstCall/ -- Abaxis, Inc. (Nasdaq:
ABAX), a medical products company manufacturing point-of-care blood analysis
systems, announced today that it has terminated its relationship with VEDCO, a
warehousing cooperative for member distributors who sell Abaxis products to
their respective customers. This action was taken to provide Abaxis with greater
visibility to manage its business based on individual distributor sales
forecasts, and to offer realistic price incentives based on actual distributor
sales volumes.

     Clint Severson, chairman and CEO of Abaxis, commented, "We want to thank
VEDCO for their contributions in helping to build the Abaxis veterinary
business. Over the years of working with VEDCO to initiate accountability for
consistent performance and growth at the individual member distributor level, it
became evident that this was not possible with the current arrangement.
Therefore, we decided to terminate our relationship with the cooperative and
negotiate agreements with the individual members. Although this action will
impact our revenues and net income for the current quarter, we believe that this
realignment of our distribution channel is in the best interest of Abaxis going
forward."

     The Company estimates that this one time realignment will account for a
revenue shortfall for the current quarter of approximately $1.8 million to $2.1
million, causing total revenues for the quarter to be in the range of $10.5
million to $12.0 million, with earnings in the range of $0.02 to $0.04 per
share.

     Currently, Abaxis has successfully negotiated direct distributor agreements
with VEDCO members Merritt Veterinary Supply and Miller Veterinary Supply.
Abaxis is currently working with its other U.S. based regional and national
distributors, which includes American Veterinary Supply Corp., DVM Resources,
Henry Schein, IVESCO, TradeWinds Trading Company, and Western Veterinary Supply
to expand their sales and services to support the customers currently served by
other VEDCO distributors.

     The Company will host a conference call at 5:00 p.m. ET Wednesday, December
15, 2004. Participants can dial (877) 356-5706 or (706) 643-0580 to access the
conference call, or can listen via a live Internet web cast that can be found at
www.abaxis.com. A replay of the call is available by visiting www.abaxis.com for
the next 30 days or by calling (800) 642-1687 or (706) 645-9291, access code
2947252, through December 20, 2004.

     About Abaxis
     ABAXIS develops, manufactures and markets portable blood analysis systems
for use in any patient-care setting to provide clinicians with rapid blood
constituent measurements. The system consists of a compact, 6.9 kilogram,
portable analyzer and a series of 8-cm diameter single-use plastic disks, called
rotors or reagent discs that contain all the reagents necessary to perform a
fixed menu of tests. The system can be operated with minimal training and
perform multiple tests on whole blood using either venous or fingerstick
samples. The system provides test results in less than 14 minutes with the
precision and accuracy equivalent to a clinical laboratory.



     Special Note Regarding Forward-Looking Statements
     This press release includes statements that constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Reform Act"). ABAXIS claims the protection of the safe-harbor for
forward-looking statements contained in the Reform Act. Specific forward-
looking statements contained in this press release include, but are not limited
to, risks and uncertainties related to quarter three net product sales and
earnings per shares estimates as a result of ending our relationship with VEDCO,
the market acceptance of the Company's products and the continuing development
of its products, risks associated with manufacturing and distributing its
products on a commercial scale, risks associated with entering the human
diagnostic market on a larger scale, risks involved in carrying of inventory,
risks from unexpected problems or delays in the Company's manufacturing
facility, risks associated with the ability to attract and retain competent
sales personnel, general market conditions, competition, risks and uncertainties
related to its ability to raise capital in order to fund its operations and
other risks detailed from time to time in ABAXIS' periodic reports filed with
the United States Securities and Exchange Commission. Forward-looking statements
speak only as of the date the statement was made. ABAXIS does not undertake and
specifically disclaims any obligation to update any forward-looking statements.

SOURCE  Abaxis, Inc.
     -0-                            12/15/2004
     /CONTACT:  Clint Severson, Chief Executive Officer of ABAXIS, Inc.,
+1-510-675-6500; or Joe Dorame, Joe Diaz, Robert Blum of RCG Capital Markets
Group, +1-480-675-0400, for ABAXIS, Inc./
     /Web site:  http://www.abaxis.com /
     (ABAX)