**Exhibit3.1**

**AMENDEDAND RESTATED CERTIFICATE OF INCORPORATION**

**OF**

**MWIVETERINARY SUPPLY, INC.**

**Adopted:August 8, 2005Amended: February 7, 2007**

ARTICLEONE

The name of the corporation is MWI Veterinary Supply,Inc. (hereinafter called the “Corporation”).

ARTICLETWO

The address of the Corporation’s registered office inthe state of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware19808 in the City of Wilmington, County of New Castle.  The name of its registered agent at suchaddress is Corporation Service Company.

ARTICLETHREE

The purpose of the Corporation is to engage in anylawful act or activity for which corporations may be organized under theGeneral Corporation Law of the State of Delaware.

ARTICLEFOUR

A.                                   AUTHORIZEDCAPITAL STOCK

The total number of shares of capital stock which theCorporation shall have the authority to issue is 41,000,000 shares, dividedinto two classes consisting of 1,000,000 shares of Preferred Stock, par value $0.01per share (the “Preferred Stock”) and 40,000,000 shares of Common Stock, parvalue $0.01 per share (the “Common Stock”).

The following is a statement of the designations,preferences, qualifications, limitations, restrictions and the special orrelative rights granted to or imposed upon the shares of each such class.

B.                                     PREFERREDSTOCK

1.                                       TheBoard of Directors is authorized to provide for the issuance of shares ofPreferred Stock in one or more series and, by filing a certificate pursuant tothe applicable provisions of the General Corporation Law of the State ofDelaware (a “Preferred Stock Certificate of Designation”), to establish fromtime to time the number of shares to be included in each such series, with suchdesignations, preferences, and relative, participating, optional or 

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other special rights and qualifications, limitationsor restrictions thereof as are stated and expressed in the resolution orresolutions providing for the issue thereof adopted by the Board of Directors(as such resolutions may be amended by a resolution or resolutions subsequentlyadopted by the Board of Directors), and as are not stated and expressed in thisAmended and Restated Certificate of Incorporation including, but not limitedto, determination of any of the following:

(a)                                  thedistinctive designation of the series, whether by number, letter or title, andthe number of shares which will constitute the series, which number may beincreased or decreased (but not below the number of shares then outstanding andexcept where otherwise provided in the applicable Preferred Stock Certificateof Designation) from time to time by action of the Board of Directors;

(b)                                 thedividend rate and the times of payment of dividends, if any, on the shares ofthe series, whether such dividends will be cumulative, and if so, from what dateor dates, and the relation which such dividends, if any, shall bear to thedividends payable on any other class or classes of stock;

(c)                                  theprice or prices at which, and the terms and conditions on which, the shares ofthe series may be redeemed at the option of the Corporation;

(d)                                 whetheror not the shares of the series will be entitled to the benefit of a retirementor sinking fund to be applied to the purchase or redemption of such shares and,if so entitled, the amount of such fund and the terms and provisions relativeto the operation thereof;

(e)                                  whetheror not the shares of the series will be convertible into, or exchangeable for,any other shares of stock of the Corporation or other securities, and if soconvertible or exchangeable, the conversion price or prices, or the rates ofexchange, and any adjustments thereof, at which such conversion or exchange maybe made, and any other terms and conditions of such conversion or exchange;

(f)                                    therights of the shares of the series in the event of voluntary or involuntaryliquidation, dissolution or winding up of the affairs of the Corporation;

(g)                                 whetheror not the shares of the series will have priority over or be on a parity withor be junior to the shares of any other series or class of stock in anyrespect, or will be entitled to the benefit of limitations restricting theissuance of shares of any other series or class of stock, restricting thepayment of dividends on or the making of other distributions in respect ofshares of any other series or class of stock ranking junior to the shares ofthe series as to dividends or assets, or restricting the purchase or redemptionof the shares of any such junior series or class, and the terms of any suchrestriction;

(h)                                 whetherthe series will have voting rights, in addition to any voting rights providedby law, and, if so, the terms of such voting rights; and

(i)                                     anyother preferences, qualifications, privileges, options and other relative orspecial rights and limitations of that series.

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2.                                       Dividends.  Holders of Preferred Stock shall be entitledto receive, when and as declared by the Board of Directors, out of fundslegally available for the payment thereof, dividends at the rates fixed by theBoard of Directors for the respective series, and no more, before any dividendsshall be declared and paid, or set apart for payment, on Common Stock withrespect to the same dividend period.

3.                                       Preferenceon Liquidation.  In the event of thevoluntary or involuntary liquidation, dissolution or winding up of the Corporation,holders of each series of Preferred Stock will be entitled to receive theamount fixed for such series plus, in the case of any series on which dividendswill have been determined by the Board of Directors to be cumulative, an amountequal to all dividends accumulated and unpaid thereon to the date of finaldistribution whether or not earned or declared before any distribution shall bepaid, or set aside for payment, to holders of Common Stock.  If the assets of the Corporation are notsufficient to pay such amounts in full, holders of all shares of PreferredStock will participate in the distribution of assets ratably in proportion tothe full amounts to which they are entitled or in such order or priority, ifany, as will have been fixed in the resolution or resolutions providing for theissue of the series of Preferred Stock. Neither the merger nor consolidation of the Corporation into or with anyother corporation, nor a sale, transfer or lease of all or part of its assets,will be deemed a liquidation, dissolution or winding up of the Corporationwithin the meaning of this paragraph except to the extent specifically providedfor herein.

4.                                       Redemption.  The Corporation, at the option of the Boardof Directors, may redeem all or part of the shares of any series of PreferredStock on the terms and conditions fixed in the applicable Preferred StockCertificate of Designation for such series.

5.                                       Voting Rights. Except as otherwise required by law, as otherwise provided herein or asotherwise determined by the Board of Directors in the applicable PreferredStock Certificate of Designation as to the shares of any series of PreferredStock prior to the issuance of any such shares, the holders of Preferred Stockshall have no voting rights and shall not be entitled to any notice of meetingof stockholders.

C.                                     COMMONSTOCK

Except as otherwise provided in this Section C or asotherwise required by applicable law, all shares of Common Stock shall beidentical in all respects and shall entitle the holders thereof to the samerights and privileges, subject to the same qualifications, limitations andrestrictions.  The terms of the CommonStock set forth below shall be subject to the express terms of any series of PreferredStock.

1.                                       Voting Rights. Except as otherwise provided in this Section C or as otherwise requiredby applicable law, the holders of Common Stock shall be entitled to one voteper share on all matters to be voted on by the Corporation’s stockholders.  No stockholder of the Corporation shall be entitledto exercise any right of cumulative voting.

2.                                       Dividends. As and when dividends are declared or paid thereon, whether in cash, propertyor securities of the Corporation, the holders of Common Stock shall be entitledto participate in such dividends ratably on a per share basis.

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3.                                       Liquidation. The holders of the Common Stock shall be entitled to participate ratablyon a per share basis in all distributions to the holders of Common Stock as aresult of the liquidation, dissolution or winding up of the Corporation.

ARTICLEFIVE

In furtherance and not inlimitation of the powers conferred by law, the Board of Directors is expresslyauthorized to make, alter, amend or repeal the Bylaws of the Corporationwithout the assent or vote of the stockholders of the Corporation.  The stockholders may, at any annual or specialmeeting of the stockholders of the Corporation, duly called and upon propernotice thereof, make, alter, amend or repeal the Bylaws by the affirmative voteby the holders of not less than 66-2/3% of the shares of stock entitled to votegenerally in the election of directors.

ARTICLESIX

The Corporation expresslyelects not to be governed by Section 203 of the General Corporation Law of theState of Delaware.

ARTICLESEVEN

The corporation shallindemnify each of the Corporation’s directors and officers in each and everysituation where, under Section 145 of the General Corporation Law of the Stateof Delaware, as amended from time to time (“Section 145”), the Corporation ispermitted or empowered to make such indemnification.  The corporation may, in the sole discretionof the Board of Directors of the Corporation, indemnify any other person whomay be indemnified pursuant to Section 145 to the extent the Board of Directorsdeems advisable, as permitted by Section 145. The corporation shall promptlymake or cause to be made any determination required to be made pursuant toSection 145.

No person shall bepersonally liable to the Corporation or its stockholders for monetary damagesfor breach of fiduciary duty as a director; provided, however,that the foregoing shall not eliminate or limit the liability of a director (i)for any breach of the director’s duty of loyalty to the Corporation or itsstockholders, (ii) for acts or omissions not in good faith or which involveintentional misconduct or a knowing violation of law, (iii) under Section 174of the General Corporation Law of the State of Delaware or (iv) for anytransaction from which the director derived an improper personal benefit.  If the General Corporation Law of the State ofDelaware is subsequently amended to further eliminate or limit the liability ofa director, then a director of the Corporation, in addition to thecircumstances in which a director is not personally liable as set forth in thepreceding sentence, shall not be liable to the fullest extent permitted by theamended General Corporation Law of the State of Delaware.  For purposes of this Article Seven, “fiduciaryduty as a director” shall include any fiduciary duty arising out of serving atthe Corporation’s request as a director of another corporation, partnership,joint venture or other enterprise, and “personal liability to the Corporationor its stockholders” shall include any liability to another corporation, partnership,joint venture, trust or other enterprise, and any liability to the Corporationin its capacity as a security holder, joint venturer, partner, beneficiary,creditor or investor of or in any such other corporation, partnership, jointventure, trust or other enterprise.

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Neither any amendment norrepeal of this Article Seven, nor the adoption of any provision of this Amendedand Restated Certificate of Incorporation inconsistent with this Article Seven,shall eliminate or reduce the effect of this Article Seven in respect of anymatter occurring, or any cause of action, suit or claim that, but for thisrepeal or adoption of an inconsistent provision.

ARTICLEEIGHT

Any action required or permitted to be taken by thestockholders of the Corporation must be effected at a duly called annual orspecial meeting of the stockholders of the Corporation, and the ability of thestockholders to consent in writing to the taking of any action is specificallydenied.

ARTICLENINE

No stockholder of the Corporation shall have anypreemptive or preferential right, nor be entitled to such as a matter of right,to subscribe for or purchase any part of any new or additional issue of stockof the Corporation of any class or series, whether issued for cash or forconsideration other than cash, or of any issue of securities convertible intostock of the Corporation.

ARTICLETEN

The number of directors of the Corporation shall befixed from time to time in the Bylaws or any amendment thereof duly adopted bythe Board of Directors or by the stockholders.

ARTICLEELEVEN

Advance notice of new business and stockholdernominations for the election of directors shall be given in the manner and tothe extent provided in the Bylaws of the Corporation.

ARTICLETWELVE

The Corporation reserves the right to amend or repealany provisions contained in this Amended and Restated Certificate ofIncorporation from time to time and at any time in the manner now or hereafterprescribed by the laws of the State of Delaware, and all rights conferred uponstockholders and directors are granted subject to such reservation; provided,however, that any amendment or repeal of Articles Five, Seven, Eight,Nine, Ten and Twelve, shall not be amended, altered or repealed without theaffirmative vote of the holders of not less than 66-2/3 % of the thenoutstanding stock of the Corporation entitled to vote generally in the electionof directors.

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