SecProbe.io

Mail Stop 6010
  August 21, 2007

Jonathan W. Ayers
Chief Executive Officer IDEXX Laboratories, Inc. One IDEXX Drive Westbrook, ME 04092
Re: IDEXX Laboratories, Inc.  Definitive Proxy Statement
Filed March 29, 2007
 File No. 000-19271
 Dear Mr. Ayers:
We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone  number listed at the end of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.   If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

IDEXX Laboratories, Inc.
August 21, 2007 Page 2   Compensation Discussion and Analysis, page 22

 1. In an appropriate location in your Co mpensation Discussion and Analysis, please
disclose whether the Compensation Committ ee can exercise disc retion either to
award compensation absent attainment of th e relevant corporate or personal goals
or objectives, or to reduce or increase th e size of any award or payout.  Refer to
Item 402(b)(2)(vi) of Regulation S-K.
 Benchmarking, page 23

 2. Given that you benchmark the compensa tion of your named executive officers,
please expand your disclosure to addr ess how you target each element of
compensation against the comparator companies.  Please specify how each element of compensation relates to th e data you have analyzed from the
comparator companies and include a disc ussion of where you target each element
of compensation against the peer companies and where actual payments fell within the targeted parameters.  To th e extent actual compensation was outside a
targeted percentile range, please explain why.
 Annual cash bonus, page 24

 3. We note that the amount of the bonus actually paid to each executive officer
depends on achieving overall corporate pe rformance goals and individual annual
performance goals.  You have not, however, provided a quantitative or qualitative discussion of the goals to be achieved in order for named executive officers to earn their respective incen tive compensation.  Please disclose the specific
corporate and individual obj ectives each named executive officer was required to
achieve in order to receive the annual bonus granted.  To the extent you believe
that disclosure of the information would result in competitive harm such that the information could be excluded under Instruct ion 4 to Item 402(b), please provide
us with a detailed explana tion supporting your conclusion.   To the extent that it is
appropriate to omit specific targets or pe rformance objectives, you are required to
provide appropriate disclosure pursuant to Instruction 4 to Item 402(b) of
Regulation S-K.  Refer also to Questi on 3.04 of the Item 402 of Regulation S-K
Interpretations available on our website at www.sec.gov
.  In discussing how
difficult or likely it will be for the registra nt to achieve the target levels or other
factors, you should provide as much deta il as necessary without disclosing
information that poses a reasonable risk of competitive harm.
 Equity Awards, page 25

 4. You disclose that the target value of the equity awards is intended to give effect to your philosophy that equity aw ards should have the potenti al to raise an officer's

IDEXX Laboratories, Inc.
August 21, 2007 Page 3
total compensation above the median of the peer group if the company performs
better than its comparable companies.   Please indicate what metrics the
Compensation Committee utilizes in assessing whether your company has
performed better than the rele vant peer companies.  Also discuss and analyze how
the relative performance of your company against the peer gr oup resulted in the
granting of equity awards that on aver age were 109% of the target amount.
 5. You disclose that the "size of annua l dollar award value is a subjective
determination based on the anticipated cont ribution of the executive officer to the
long-term value of the company."  Pleas e clarify the factors the Compensation
Committee took into consideration in  making these awards and how the
Compensation Committee used those factors in setting the actual amounts of the award values.
 6. Discuss how the determination is made as to when your equity awards are granted.  See Item 402(b)(2)(iv) of Regulation S-K.
 Change in Control Agreements, page 26

 7. We note from the last bullet point that your executives would be required to enter
into new non-compete agreements as a condition of receiving compensation and benefits under the change in  control agreements.  As required by Item 402(j)(4) of
Regulation S-K, please disclose the cont emplated duration of such non-compete
agreements and provisions regarding waiver of breach of such agreements.
 Chief Executive Officer Compensation, page 27

 8. We note that you increased Mr. Ayers ba se salary by 8% in February 2007.
Please discuss the factors considered in the decision to increase this element of
compensation.  Refer to Item 402(b)(2)(ix) of Regulation S-K.
 9. We note your disclosure that the extraord inary grant to Mr. Ayers was appropriate
to maintain the competitiveness of his total compensation package.  Please discuss and analyze with greater specific ity how the Compensation Committee
determined that Mr. Ayers compensation package was deficient from a competitive standpoint, and how the form and amount of this award would make
up for those deficiencies.
 Potential Change in Control Payments, page 36

 10. We note that the change in control pa yments for your chief executive officer
amount to three times his average salar y, bonus and benefits, and for all other
executive officers the change in control payments amount to two years of each

IDEXX Laboratories, Inc. August 21, 2007 Page 4
such officer's respective payments and benefits.  Please discuss and analyze how these amounts were negotiated and how and why the specified periods were
agreed to by the company and why the pe riods vary among the officers.  Refer to
Item 402(b)(1)(v) of Regulation S-K.
  Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3635 with any questions.

Sincerely,    Tim Buchmiller Senior Attorney