SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* THERMO ELECTRON CORP (Last) (First) (Middle) 81 WYMAN STREET (Street) WALTHAM MA 02454 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol IRIS INTERNATIONAL INC [ IRI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	10/07/1999		C4	2,000,000	A	$0(1)	2,000,000	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	$3.56(1)	10/07/1999		4C		3,000	12/31/1996	(3)	Common Stock	2,000,000(1)	$1,000	0	I	See Footnote(2)

1. Name and Address of Reporting Person* THERMO ELECTRON CORP (Last) (First) (Middle) 81 WYMAN STREET (Street) WALTHAM MA 02454 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THERMO AMEX MANAGEMENT CO INC (Last) (First) (Middle) 81 WYMAN STREEET (Street) WALTHAM MA 02454 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THERMO AMEX FINANCE LP (Last) (First) (Middle) 81 WYMAN STREET (Street) WALTHAM MA 02454 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THERMO AMEX CONVERTIBLE GROWTH FUND I LP (Last) (First) (Middle) 81 WYMAN STREET (Street) WALTHAM MA 02454 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Pursuant to the Securities Purchase Agreement between the Issuer and Thermo Amex Convertible Growth Fund I, L.P. (the "Fund") dated 12/31/96, the conversion price was $3.56 until 4/1/97, which would have resulted in the issuance of 842,696 shares of Common Stock. After 4/1/97, the conversion price was determined by a formula based on the closing bid prices of the Common Stock as listed on the American Stock Exchange, provided that a maximum of two million shares of Common Stock would be issued.

2. The reported securities were owned directly by the Fund, and indirectly by Thermo Amex Finance, L.P. ("TAF"), as sole general partner of the Fund, and indirectly by Thermo Amex Management Company Inc. ("TAMC"), as sole general partner of TAF, and indirectly by Thermo Electron Corporation ("TMO"), which owned 100% of the outstanding capital stock of TAMC. TAMC was merged into Thermo Securities Corporation ("TSC"), a wholly owned subsidiary of TMO, in October 2001, and the Fund and TAF were dissolved in August of 2002. TMO disclaims beneficial ownership of the securities of the Issuer owned by TSC, except with respect to its pecuniary interest therein, if any.

3. Not Applicable

	/s/ John A. Piccione, Assistant Secretary	02/17/2004
	** Signature of Reporting Person	Date
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