<PAGE>
                                                                     EXHIBIT 3.5

                           CERTIFICATE OF AMENDMENT OF
                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
                    AND RIGHTS OF 14.25% SENIOR EXCHANGEABLE
                            PREFERRED STOCK DUE 2007

                                       of

                             DOANE PET CARE COMPANY

                Under Sections 242 of the General Corporation Law
                            of the State of Delaware

         Doane Pet Care Company, a Delaware corporation formerly known as Doane
Products Company (the "Corporation") hereby certifies as follows:

1.       The name of the Corporation is Doane Pet Care Company.

2.       Pursuant to a Certificate of Designations, Preferences and Rights filed
by the Corporation or officers thereof October 4, 1995, a series of the
Corporation's preferred stock, $0.01 per share was created and designated as the
14.25% Senior Exchangeable Preferred Stock Due 2007 (the "Original Certificate
of Designations").

3.       This Certificate of Amendment to the Certificate of Designations amends
the Original Certificate of Designations in its entirety.

4.       The text of this Certificate of Amendment to the Certificate of
Designations as so amended provides in its entirety as follows:

         (1) NUMBER AND DESIGNATION. 3,000,000 shares of the Preferred Stock of
the Corporation shall be designated as 14.25% Senior Preferred Stock Due 2007
(the "SENIOR PREFERRED STOCK").

         (2) RANK. The Senior Preferred Stock shall, with respect to dividend
rights and rights on liquidation, dissolution and winding up, rank prior to all
classes of the or series of common stock of the Corporation, including the
Corporation's Class A or Class B common stock, $0.0001 par value ("COMMON
STOCK") and each other class of capital stock of the Corporation, the terms of
which provide that such class shall rank junior to the Senior Preferred Stock or
the terms of which do not specify any rank relative to the Senior Preferred
Stock. All equity securities of the Corporation to which the Senior Preferred
Stock ranks prior (whether with respect to dividends or upon liquidation,
dissolution, winding up or otherwise), including the Common Stock, are
collectively referred to herein as the "JUNIOR SECURITIES." All equity
securities of the Corporation with which the Senior Preferred Stock ranks on a
parity (whether with respect to dividends or upon liquidation, dissolution or
winding up) are collectively referred to herein as the "PARITY SECURITIES." The
respective definitions of Junior Securities and Parity Securities shall also
include any rights or options exercisable for or convertible into any of the
Junior Securities and Parity Securities, as the case may


<PAGE>

be. The Senior Preferred Stock shall be subject to the creation of Junior
Securities and Parity Securities.

         (3) DIVIDENDS. (a) (i) The holders of shares of shares of Senior
Preferred Stock shall be entitled to receive, when, as and if declared by the
Board of Directors, out of funds legally available for the payment of dividends,
dividends (subject to Sections 3(a)(ii) and (iii) hereof) at the rate of 14.25%
per annum (computed on the basis of a 360 day year) (the "DIVIDEND RATE") on the
Liquidation Value of each share of Senior Preferred Stock on and as of the most
recent Dividend Payment Date (as defined below). In the event the Corporation is
unable or shall fail to discharge its obligation to redeem all outstanding
shares of Senior Preferred Stock pursuant to paragraph 5(c) or 5(d) hereof, the
Dividend Rate shall increase by .25 percent per quarter (each, a "DEFAULT
DIVIDEND") for each quarter or portion thereof following the date on which such
redemption was required to be made until cured, provided that the aggregate
increase shall not exceed 3%. Such dividends shall be payable in the manner set
forth below in Sections 3(a)(ii) and (iii) quarterly on March 31, June 30,
September 30, and December 31 of each year (unless such day is not a business
day, in which event on the next succeeding business day) (each of such dates
being a "DIVIDEND PAYMENT DATE" and each such quarterly period being a "DIVIDEND
Period"). Such dividends shall be cumulative from the date of issue, whether or
not in any Dividend Period or Periods there shall be funds of the Corporation
legally available for the payment of such dividends.

                           (ii) Prior to October 5, 2000 (the "CASH PAY DATE"),
         dividends shall not be payable in cash to holders of shares of Senior
         Preferred Stock but shall, subject to Section 3(b) hereof, accrete to
         the Liquidation Value in accordance with Section 4(a) hereof.

                           (iii) Following the Cash Pay Date, each such dividend
         shall be payable in cash on the Liquidation Value per share of the
         Senior Preferred Stock, in equal quarterly amounts, (to which the
         Default Dividend, if any, shall be added) to the holders of record of
         shares of the Senior Preferred Stock, as they appear on the stock
         records of the Corporation at the close of business on such record
         dates, not more than 60 days or less than 10 days preceding the payment
         dates thereof, as shall be fixed by the Board of Directors. Accrued and
         unpaid dividends for any past Dividend Periods may be declared and paid
         at any time, without reference to any Dividend Payment Date, to holders
         of record on such date, not more than 45 days preceding the payment
         date thereof, as may be fixed by the Board of Directors.

                  (b) At the written request of the holders of a majority of the
         shares of Senior Preferred Stock (provided, that at the time such
         request is made, DLJ Merchant Banking Funding, Inc. or any of its
         affiliates shall not own any shares of Senior Preferred Stock), the
         Corporation shall, commencing on the first Dividend Payment Date after
         such request and ending on the Cash Pay Date, be required to pay all
         dividends on shares of Senior Preferred Stock by the issuance of
         additional shares of Senior Preferred Stock ("ADDITIONAL SHARES"). The
         Additional Shares shall be identical to all other shares of Senior
         Preferred Stock, except as set forth in Section 4. For the purposes of
         determining the number of Additional Shares to be issued as



                                      -2-
<PAGE>

         dividends pursuant to this Paragraph (b), such Additional Shares shall
         be valued at their Applicable Liquidation Value as provided in Section
         4(c).

                  (c) Holders of shares of Senior Preferred Stock shall not be
         entitled to any dividends, whether payable in cash, property or stock,
         in excess of the cumulative dividends, as herein provided, on the
         Senior Preferred Stock. Except as provided in this Section 3, no
         interest, or sum of money in lieu of interest, shall be payable in
         respect of any dividend payment or payments on the Senior Preferred
         Stock that may be in arrears.

                  (d) So long as any shares of the Senior Preferred Stock are
         outstanding, no dividends, except as described in the next succeeding
         sentence, shall be declared or paid or set apart for payment on Parity
         Securities, for any period unless full cumulative dividends have been
         or contemporaneously are declared and paid or declared and a sum
         sufficient for the payment thereof set apart for such payment on the
         Senior Preferred Stock for all Dividend Periods terminating on or prior
         to the date of payment of the dividend on such class or series of
         Parity Securities. When dividends are not paid in full or a sum
         sufficient for such payment is not set apart, as aforesaid, all
         dividends declared upon shares of the Senior Preferred Stock and all
         dividends declared upon any other class or series of Parity Securities
         shall be declared ratably in proportion to the respective amounts of
         dividends accumulated and unpaid on the Senior Preferred Stock and
         accumulated and unpaid on such Parity Securities.

                  (e) So long as any shares of the Senior Preferred Stock are
         outstanding, no dividends (other than dividends or distributions paid
         in shares of, or options, warrants or rights to subscribe for or
         purchase shares of, Junior Securities) shall be declared or paid or set
         apart for payment or other distribution declared or made upon Junior
         Securities, nor shall any Junior Securities be redeemed, purchased or
         otherwise acquired (other than a redemption, purchase or other
         acquisition of shares of Common Stock made for purposes of an employee
         incentive or benefit plan of the Corporation or any subsidiary) (all
         such dividends, distributions, redemptions or purchases being
         hereinafter referred to as a "JUNIOR SECURITIES DISTRIBUTION") for any
         consideration (or any moneys be paid to or made available for a sinking
         fund for the redemption of any shares of any such stock) by the
         Corporation, directly or indirectly (except by conversion into or
         exchange for Junior Securities), unless in each case (i) the full
         cumulative dividends on all outstanding shares of the Senior Preferred
         Stock and any other Parity Securities shall have been paid or set apart
         for payment for all past Dividend Periods with respect to the Senior
         Preferred Stock and all past dividend periods with respect to such
         Parity Securities and (ii) sufficient funds shall have been paid or set
         apart for the payment of the dividend for the current Dividend Period
         with respect to the Senior Preferred Stock and the current dividend
         period with respect to such Parity Securities.

         (4) LIQUIDATION PREFERENCE. (a) In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
before any payment or distribution of the



                                      -3-
<PAGE>

assets of the Corporation (whether capital or surplus) shall be made to or set
apart for the holders of Junior Securities, the holders of the shares of Senior
Preferred Stock shall be entitled to receive an amount equal to the Liquidation
Value of such share plus any accrued and unpaid cash dividends to the date of
distribution. "LIQUIDATION VALUE" on any date means, with respect to (x) any
share of Senior Preferred Stock other than any Additional Shares, the sum of (1)
$25.00 and (2) the aggregate of all dividends accreted on such share until the
most recent Dividend Payment Date upon which an accretion to Liquidation Value
has occurred (or if such date is a Dividend Payment Date upon which an accretion
to Liquidation Value has occurred, such date), provided that in the event of an
actual liquidation, dissolution or winding up of the Corporation the amount
referred to in (2) shall be calculated by including dividends accreting to the
actual date of such liquidation, dissolution or winding up, rather than the
Dividend Payment Date referred to above and provided further that in no event
will dividends accrete beyond the earlier of (i) the Cash Pay Date and (ii) the
most recent Dividend Payment Date prior to the Dividend Payment Date on which
dividends on the Senior Preferred Stock are payable in Additional Shares and (y)
any Additional Share, the Applicable Liquidation Value. All accretions to
Liquidation Value will be calculated using compounding on a quarterly basis.
Except as provided in the preceding sentences, holders of shares of Senior
Preferred Stock shall not be entitled to any distribution in the event of
liquidation, dissolution or winding up of the affairs of the Corporation. If,
upon any liquidation, dissolution or winding up of the Corporation, the assets
of the Corporation, or proceeds thereof, distributable among the holders of the
shares of Senior Preferred Stock shall be insufficient to pay in full the
preferential amount aforesaid and liquidating payments on any Parity Securities,
then such assets, or the proceeds thereof, shall be distributed among the
holders of shares of Senior Preferred Stock and any such other Parity Securities
ratably in accordance with the respective amounts that would be payable on such
shares of Senior Preferred Stock and any such other stock if all amounts payable
thereon were paid in full. For the purposes of this paragraph (4), (i) a
consolidation or merger of the Corporation with one or more corporations, or
(ii) a sale or transfer of all or substantially all of the Corporation's assets,
shall not be deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary, of the Corporation.

                  (b) Subject to the rights of the holders of any Parity
Securities, after payment shall have been made in full to the holders of the
Senior Preferred Stock, as provided in this paragraph (4), any other series or
class or classes of Junior Securities shall, subject to the respective terms and
provisions (if any) applying thereto, be entitled to receive any and all assets
remaining to be paid or distributed, and the holders of the Senior Preferred
Stock shall not be entitled to share therein.

                  (c) The Applicable Liquidation Value of any Additional Shares
shall be the Liquidation Value of Senior Preferred Stock outstanding immediately
prior to the first Dividend Payment Date occurring after a request for payment
in Additional Shares has been made in accordance with Section 3(b).

                  (d) Shares of Senior Preferred Stock issued in connection with
an exchange offer made by the Corporation for outstanding shares of Senior
Preferred Stock for the purpose of providing the holders of such outstanding
shares of Senior Preferred Stock with shares registered under the Securities Act
of 1933, as amended, shall initially have a liquidation preference equal to the
Liquidation Value of such outstanding shares of Senior Preferred Stock on the
date of such exchange and shall thereafter have a Liquidation Value determined
in accordance with Section 4(a).




                                      -4-
<PAGE>


         (5) REDEMPTION. (a) Redemption Upon Consummation of Initial Public
Offering. The Corporation may, at is option, to the extent it shall have funds
legally available for such payment, redeem, prior to September 30, 1998, in
whole or in part, shares of Senior Preferred Stock, at a redemption price per
share equal to 114% of the Liquidation Value, in cash, plus accrued and unpaid
cash dividends on such share to the date fixed for redemption, without interest,
provided that the Corporation shall not redeem any shares of Senior Preferred
Stock pursuant to this Paragraph 5(a) unless (i) prior to such redemption an
Initial Public Offering shall have been consummated, (ii) following such
redemption, at least two-thirds of the number of shares of Senior Preferred
Stock issued and outstanding as of the Closing Date (adjusted to reflect stock
splits, stock dividends, recapitalizations or similar events) shall remain
issued and outstanding following such redemption and (iii) the aggregate
redemption price of the shares of Senior Preferred Stock redeemed pursuant to
this Section 5(a) does not exceed the net proceeds received by the issuer in
such Initial Public Offering.

                  "INITIAL PUBLIC OFFERING" shall have the meaning ascribed to
such term in the Investors' Agreement and shall, in addition, for the purposes
of Section 5(a) hereof, include any sale following the Closing Date of any
equity securities by any affiliate of the Corporation, the net proceeds of which
are contributed or loaned to the Corporation in such a manner that such proceeds
may lawfully be used for the redemption of the Senior Preferred Stock.

                  "CLOSING DATE" shall have the meaning ascribed to such term in
the Investors' Agreement.

                  "INVESTORS' AGREEMENT" means the Investors' Agreement dated as
of October 5, 1995, among the Corporation, DPC Acquisition Corp., Summit Capital
Inc., Summit/DPC Partners, L.P., Chase Manhattan Investment Holdings, Inc., DLJ
Merchant Banking Partners, L.P., DLJ International Partners, C.V., DLJ Offshore
Partners, C.V., DLJ Merchant Banking Funding, Inc., and certain other persons
named therein, as amended and restated from time to time.

                  (b) Redemption At the Option of the Corporation. On and after
September 30, 2000, to the extent the Corporation shall have funds legally
available for such payment, the Corporation may, at its option, redeem shares of
Senior Preferred Stock, at any time in whole or from time to time in part, at
redemption prices per share in case set forth in the table below, together with
accrued and unpaid cash dividends thereon to the date fixed for redemption,
without interest:

<TABLE>
<CAPTION>
         Year Beginning
          September 30                          Percentage of Liquidation Value
          ------------                          -------------------------------
<S>                                             <C>
               2000                                         107.125%
               2001                                         105.700
               2002                                         104.275
               2003                                         102.850
               2004                                         101.425
               2005                                         100.000
               2006                                         100.000
               2007                                         100.000
</TABLE>



                                      -5-

<PAGE>


                  (c) Redemption In the Event of a Change of Control. In the
event of a Change of Control, the Corporation shall, to the extent it shall have
funds legally available for such payment, offer to redeem all of the shares of
Senior Preferred Stock then outstanding, and shall redeem the shares of Senior
Preferred Stock of any holder of such shares that shall consent to such
redemption, and upon a date no later than 30 days following the Change in
Control, at a redemption price per share equal to 101% of the Liquidation Value,
in cash, plus accrued and unpaid cash dividends thereon to the date fixed for
redemption, without interest.

                  "CHANGE OF CONTROL" means such time as: (a) a "person" or
"group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act
of 1934, as amended), other than any person or group comprised solely of the
Initial Investors, has become the beneficial owner, by way of merger,
consolidation or otherwise, of 40% or more of the voting power of all classes of
voting securities of the Corporation or of DPC Acquisition Corp. and such person
or group has become the beneficial owner of a greater percentage of the voting
power of all classes of voting securities of the Corporation or of DPC
Acquisition Corp. than that beneficially owned by the Initial Investors; or (b)
a sale or transfer of all or substantially all of the assets of the Corporation
or of DPC Acquisition Corp. to any person or group (other than any group
consisting solely of the Initial Investors or their affiliates) has been
consummated; or (c) during any period of two consecutive years, individuals who
at the beginning of such period constituted the Board of Directors of the
Corporation or of DPC Acquisition Corp. (together with any new directors whose
election was approved by a vote of a majority of the directors then still in
office, who either were directors at the beginning of such period or whose
election or nomination for the election was previously so approved) cease for
any reason to constitute a majority of the directors of the Corporation or of
DPC Acquisition Corp. as the case may be, then in office. The Second Merger (as
defined in the Investors' Agreement as in effect on October 5, 1995) shall not
constitute a Change of Control.

                  "INITIAL INVESTORS" means the Shareholders (determined as of
October 5, 1995) and their Permitted Transferees, each as defined in the
Investors' Agreement.

                  (d) Mandatory Redemption. To the extent the Corporation shall
have funds legally available for such payment, on September 30, 2007, if any
shares of the Senior Preferred Stock shall be outstanding, the Corporation shall
redeem all outstanding shares of the Senior Preferred Stock, at a redemption
price equal to the aggregate Liquidation Value, in cash, together with any
accrued and unpaid cash dividends thereon to the date fixed for redemption,
without interest.

                  (e) Status of Redeemed Shares. Shares of Senior Preferred
Stock which have been issued and reacquired in any manner, including shares
purchased or redeemed, shall (upon compliance with any applicable provisions of
the laws of the State of Delaware) have the status of authorized and unissued
shares of the class of Preferred Stock undesignated as to series and may be
redesignated and reissued as part of any series of the Preferred Stock; provided
that no such issued and reacquired shares of Senior Preferred Stock shall be
reissued or sold as Senior Preferred Stock.

                  (f) Failure to Redeem. If the Corporation is unable or shall
fail to discharge its obligation to redeem all outstanding shares of Senior
Preferred Stock pursuant to paragraph (5)(c) or 5(d) (each, a "MANDATORY
REDEMPTION OBLIGATION"), such Mandatory Redemption Obligation



                                      -6-
<PAGE>

shall be discharged as soon as the Corporation is able to discharge such
Mandatory Redemption Obligation. If and so long as any Mandatory Redemption
Obligation with respect to the Senior Preferred Stock shall not be fully
discharged, the Corporation shall not (i) directly or indirectly, redeem,
purchase, or otherwise acquire any Parity Security or discharge any mandatory or
optional redemption, sinking fund or other similar obligation in respect of any
Parity Securities (except in connection with a redemption, sinking fund or other
similar obligation to be satisfied pro rata with the Senior Preferred Stock) or
(ii) in accordance with paragraph 3(e), declare or make any Junior Securities
Distribution, or, directly or indirectly, discharge any mandatory or optional
redemption, sinking fund or other similar obligation in respect of the Junior
Securities.

                  (g) Failure to Pay Dividends. Notwithstanding the foregoing
provisions of this paragraph (5), unless full cumulative cash dividends (whether
or not declared) on all outstanding shares of Senior Preferred Stock shall have
been paid or contemporaneously are declared and paid or set apart for payment
for all dividend periods terminating on or prior to the applicable redemption
date, non of the shares of Senior Preferred Stock shall be redeemed, and no sum
shall be set aside for such redemption, unless shares of Senior Preferred Stock
are redeemed pro rata.

         (6) PROCEDURE FOR REDEMPTION. (a) In the event that fewer than all the
outstanding shares of Senior Preferred Stock are to be redeemed pursuant to
Sections 5(a) or (b) hereof, the number of shares to be redeemed shall be
determined by the Board of Directors and the shares so shall be selected pro
rata (with any fractional shares being rounded to the nearest whole share)
according to the number of whole shares held by each holder of the Senior
Preferred Stock.

                  (b) In the event the Corporation shall redeem shares of Senior
Preferred Stock pursuant to Sections 5(a), (b) or (d), notice of such redemption
shall be given by first class mail, postage prepaid, mailed not less than 30
days nor more than 60 days prior to the redemption date, to each holder of
record of the shares to be redeemed at such holder's address as the same appears
on the stock register of the Corporation; provided that neither the failure to
give such notice nor any defect therein shall affect the validity of the giving
of notice for the redemption of any share of Senior Preferred Stock to be
redeemed except as to the holder to whom the Corporation has failed to give said
notice or except as to the holder whose notice was defective. Each such notice
shall state: (i) the redemption date; (ii) the number of shares of Senior
Preferred Stock to be redeemed and, if fewer than all the shares held by such
holder are to be redeemed, the number of shares to be redeemed from such holder;
(iii) the redemption price; (iv) the place or places where certificates for such
shares are to be surrendered for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease to accrue on such redemption
date.

                  (c) In the case of any redemption pursuant to Sections 5(a),
(b) or (d) hereof, notice having been mailed as provided in Section 6 (b)
hereof, from and after the redemption date (unless default shall be made by the
Corporation in providing money for the payment of the redemption price of the
shares called for redemption), dividends on the shares of Senior Preferred Stock
so called for redemption shall cease to accrue, and all rights of the holders
thereof as stockholders of the Corporation (except the right to receive from the
Corporation the redemption price) shall cease. Upon surrender in accordance with
said notice of the certificates for any shares so redeemed (properly endorsed or
assigned for transfer if the Board of Directors of the Corporation shall so
require and the notice shall so state), such share shall be redeemed by the
Corporation at the


                                      -7-

<PAGE>

redemption price aforesaid. In case fewer than all the shares represented by any
such certificate are redeemed, a new certificate shall be issued representing
the unredeemed shares without cost to the holder thereof.

                  (d) In the case of a redemption pursuant to Section 5(c)
hereof, notice of such redemption shall be given by first class mail, postage
prepaid, mailed not more than 15 days following the occurrence of the Change of
Control and not less than 30 days prior to the redemption date, to each holder
of record of the shares to be redeemed at such holder's address as the same
appears on the stock register of the Corporation; provided that neither the
failure to give such notice nor any defect therein shall affect the validity of
the giving of notice for the redemption of any share of Senior Preferred Stock
to be redeemed except as to the holder to whom the Corporation has failed to
give said notice or except as to the holder whose notice was defective. Each
such notice shall state: (i) that a Change of Control has occurred; (ii) the
redemption date; (iii) the redemption price; (iv) that such holder may elect to
cause the Corporation to redeem all or any of the shares of Senior Preferred
Stock held by such holder; (v) the place or places where certificates for such
shares are to be surrendered for payment of the redemption price; and (vi) that
dividends on the shares the holder elects to cause the Corporation to redeem
will cease to accrue on such redemption date.

                  Upon receipt of such notice, the holder shall, within 20 days
of receipt thereof, return such notice to the Corporation indicating the number
of shares of Senior Preferred Stock such holder shall elect to cause the
Corporation to redeem, if any.

                  (e) In the case of a redemption pursuant to Section 5(c)
hereof, notice having been mailed as provided in Section 6(d) hereof, from and
after the redemption date (unless default shall be made by the Corporation in
providing money for the payment of the redemption price of the shares called for
redemption), dividends on such shares of Senior Preferred Stock as the holder
elects to cause the Corporation to redeem shall cease to accrue, and all rights
of the holders thereof as stockholders of the Corporation (except the right to
receive from the Corporation the redemption price) shall cease. Upon surrender
in accordance with said notice of the certificates for any shares so redeemed
(properly endorsed or assigned for transfer, if the Board of Directors of the
Corporation shall so require and the notice shall so state), such share shall be
redeemed by the Corporation at the redemption price aforesaid. In case fewer
than all the shares represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without cost to
the holder thereof.

         (7) [Reserved].

         (8) VOTING RIGHTS. (a) The holders of record of shares of Senior
Preferred Stock shall not be entitled to any voting rights except as hereinafter
provided in this paragraph (8), as otherwise provided by law or as provided in
the Investors' Agreement.

                  (b) If and whenever (i) six consecutive quarterly cash
dividends payable on the Senior Preferred Stock have not been paid in full, (ii)
if, for any reason (including the reason that funds are not legally available
for a redemption), the Corporation shall have failed to discharge any Mandatory
Redemption Obligation (including a redemption in the Event of a Change of
Control pursuant to Section 5(c) hereof), (iii) the Corporation shall have
failed to provide the notice required



                                      -8-
<PAGE>

by Section 6(d) hereof within the time period specified in such section or (iv)
the Corporation shall have failed to comply with Sections 3(d), 3(e) or 8(c)
hereof, the number of directors then constituting the Board of Directors shall
be increased by two and the holders of shares of Senior Preferred Stock,
together with the holders of shares of every other series of preferred stock of
the Corporation upon which like rights to vote for the election of two
additional directors have been conferred and are exercisable (resulting from
either the failure to pay dividends or the failure to redeem) (any such other
series is referred to collectively as the "PREFERRED SHARES"), voting as a
single class regardless of series, shall be entitled to elect the two additional
directors to serve on the Board of Directors at any annual meeting of
stockholders or special meeting held in place thereof, or at a special meeting
of the holders of the Senior Preferred Stock and the Preferred Shares called as
hereinafter provided. Whenever (i) all arrears in cash dividends on the Senior
Preferred Stock and the Preferred Shares then outstanding shall have been paid
and cash dividends thereon for the current quarterly dividend period shall have
been paid or declared and set apart for payment, (ii) the Corporation shall have
fulfilled its Mandatory Redemption Obligation, (iii) fulfilled its obligation to
provide notice as specified in subsection (b)(iii) hereof, or (iv) the
Corporation shall have complied with Sections 3(d), 3(e), or 8(c) hereof, as the
case may be, then the right of the holders of the Senior Preferred Stock and the
Preferred Shares to elect such additional two directors shall cease (but subject
always to the same provisions for the vesting of such voting rights in the case
of any similar future (i) arrearage in six consecutive quarterly cash dividends,
(ii) failure to fulfill any Mandatory Redemption Obligation, (iii) failure to
fulfill the obligation to provide the notice required by Section 6(d) hereof
within the time period specified in such section or (iv) failure to comply with
Sections 3(d), 3(e), or 8(c) and the terms of office of all persons elected as
directors by the holders of the Senior Preferred Stock and the Preferred Shares
shall forthwith terminate and the number of the Board of Directors shall be
reduced accordingly. At any time after such voting power shall have been so
vested in the holders of shares of Senior Preferred Stock and the Preferred
Shares, the secretary of the Corporation may, and upon the written request of
any holder of Senior Preferred Stock (addressed to the secretary at the
principal office of the Corporation) shall, call a special meeting of the
holders of the Senior Preferred Stock and of the Preferred Shares for the
election of the two directors to be elected by them as herein provided, such
call to be made by notice similar to that provided in the Bylaws of the
Corporation for a special meeting of the stockholders or as required by law. If
any such special meeting required to be called as above provided shall not be
called by the secretary within 20 days after receipt of any such request, then
any holder of shares of Senior Preferred Stock may call such meeting, upon the
notice above provided, and for that purpose shall have access to the stock books
of the Corporation. The directors elected at any such special meeting shall hold
office until the next annual meeting of the stockholders or special meeting held
in lieu thereof if such office shall not have previously terminated as above
provided. If any vacancy shall occur among the directors elected by the holders
of the Senior Preferred Stock and the Preferred Shares, a successor shall be
elected by the Board of Directors, upon the nomination of the then-remaining
director elected by the holders of the Senior Preferred Stock and the Preferred
Shares or the successor of such remaining director, to serve until the next
annual meeting of the stockholders or special meeting held in place thereof if
such office shall not have previously terminated as provided above.

                  (c) Without the written consent of a majority of the
outstanding shares of Senior Preferred Stock or the vote of holders of a
majority of the outstanding shares of Senior Preferred Stock at a meeting of the
holders of Senior Preferred Stock called for such purpose, the Corporation



                                      -9-

<PAGE>

will not (i) amend, alter or repeal any provision of the Certificate of
incorporation (by merger or otherwise) so as to adversely affect the
preferences, rights or powers of the Senior Preferred Stock; provided that any
such amendment that changes the dividend payable on or the Liquidation Value of
the Senior Preferred Stock shall require the affirmative vote of holders of each
share of Senior Preferred Stock at a meeting of holders of Senior Preferred
Stock called for such purpose or written consent of the holder of each share of
Senior Preferred Stock; (ii) create, authorize or issue any class of stock
ranking prior to, or on a parity with, the Senior Preferred Stock with respect
to dividends or upon liquidation, dissolution, winding up or otherwise, or
increase the authorized number of shares of any such class or series, or
reclassify any authorized stock of the Corporation into any such prior or parity
shares or create, authorize or issue any obligation or security convertible into
or evidencing the right to purchase any such prior or parity shares, except that
the Corporation may, without such approval, create, authorize and issue Parity
Securities for the purpose of (A) exchanging such Parity Securities for shares
of Senior Preferred Stock or (B) utilizing the proceeds from the issuance of
such Parity Securities for the redemption or repurchase of any or all shares of
Senior Preferred Stock in accordance with the terms hereof or of the Investors'
Agreement; or (iii) merge or consolidate, or sell, exchange or convey all or
substantially all of the assets, property or business of the Corporation unless,
in the case of a merger or consolidation, the surviving corporation has a
Consolidated Net Worth (immediately following any such transaction but prior to
any purchase price accounting adjustments resulting from the transaction) at
least equal to that of the Corporation immediately prior to such transaction;
notwithstanding the foregoing, the Second Merger (as defined in the Investors'
Agreement as in effect on October 5, 1995) shall not be prohibited by this
clause (iii).

                  "CONSOLIDATED NET WORTH" means at any date and with respect to
any Person, the consolidated stockholders' equity of such Person and its
consolidated subsidiaries less their consolidated Intangible Assets, all
determined as of such date. For purposes of this definition "Intangible Assets"
means the amount (to the extent reflected in determining such consolidated
stockholders' equity) of (i) all write-ups (other than write-ups of assets of a
going concern business made within twelve months after the acquisition of such
business) subsequent to October 5, 1995 in the book value of any asset owned by
such Person or a consolidated subsidiary, (ii) all investments in unconsolidated
subsidiaries and all equity investments in Persons which are not subsidiaries
and (iii) all unamortized debt discount and expense, unamortized deferred
charges, goodwill, patents, trademarks, service marks, trade names, anticipated
future benefit of tax lose carry-forwards, copyrights, organization or
developmental expenses and other intangible assets.

                  (d) In exercising the voting rights set forth in this
paragraph (8), each share of Senior Preferred Stock shall have one vote per
share, except that when any other series of preferred stock shall have the right
to vote with the Senior Preferred Stock as a single class on any matter, then
the Senior Preferred Stock and such other series shall have with respect to such
matters one vote per $25.00 of Liquidation Value or other liquidation
preference. Except as otherwise required by applicable law or as set forth
herein, the shares of Senior Preferred Stock shall not have any relative,
participating, optional or other special voting rights and powers and the
consent of the holders thereof shall not be required for the taking of any
corporate action.

         (9) REPORTS. So long as any of the Senior Preferred Stock is
outstanding, the Corporation will furnish the holders thereof with the quarterly
and annual financial reports that the Corporation



                                      -10-
<PAGE>


is required to file with the Securities and Exchange Commission pursuant to
section 13 or Section 15(d) of the Securities Exchange Act of 1934 or, in the
event the Corporation is not required to file such reports, reports containing
the same information as would be required in such reports.

         (10)     GENERAL PROVISIONS. (a) The term "PERSON" as used herein means
any corporation, limited liability company, partnership, trust, organization,
association, other entity or individual.

                  (b) The term "OUTSTANDING," when used with reference to shares
of stock, shall mean issued shares, excluding shares held by the Corporation or
a subsidiary.

                  (c) The headings of the paragraphs, subparagraphs, clauses and
subclauses of this Certificate of Designations are for convenience of reference
only and shall not define, limit or affect any of the provisions hereof.

                  (d) Each holder of Senior Preferred Stock, by acceptance
thereof, acknowledges and agrees that payments of dividends, interest, premium
and principal on, and exchange, redemption and repurchase of, such securities by
the Corporation are subject to restrictions on the Corporation contained in
certain credit and financing agreements.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of Certificate of Designations to be signed and attested by the
undersigned as of the 11th day of November, 1998.


                                      DOANE PET CARE COMPANY

                                      By:  /s/ Thomas R. Heidenthal
                                              -----------------------------
                                               Name:   Thomas R. Heidenthal
                                               Title:  Senior Vice President and
                                                       Chief Financial Officer





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