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                                                                     EXHIBIT 3.1


                     RESTATED ARTICLES OF INCORPORATION

                                      of

                            SYNBIOTICS CORPORATION


Kenneth M. Cohen and Michael K. Green certify that:

1.   They are the president and secretary, respectively, of Synbiotics
     Corporation, a California Corporation.

2.   The articles of incorporation of this corporation are amended and restated
     to read as follows:


     FIRST:    That the name of the corporation is:  SYNBIOTICS CORPORATION


     SECOND:   That the purpose of the corporation is to engage in any lawful
               act or activity for which a corporation may be  organized under
               the General Corporation Law of California other than the banking
               business, the trust company business or the practice of a
               profession permitted to be incorporated by the California
               Corporations Code.


     THIRD:    That the county in the State of California where the principal
               office for the transaction of the business of the corporation
               shall be located is San Diego County.


     FOURTH:   The total number of shares which the corporation is authorized to
               issue is 24,800,000.


     FIFTH:    The liability of the directors of the corporation for monetary
               damages shall be eliminated to the fullest extent permissible
               under California law.


     SIXTH:    The corporation is authorized to provide indemnification of
               agents (as defined in Section 317 of the Corporations Code) for
               breach of duty to the corporation and its stockholders through
               Bylaw provision or through agreements with the agent, or both, in
               excess of the indemnification otherwise permitted by Section 317
               of the Corporations Code, subject to the limits on such excess
               indemnification set forth in Section 204 of the Corporations
               Code.


3.   The foregoing amendment and restatement of articles of incorporation has
     been duly approved by the board of directors.

4.   The foregoing amendment and restatement of articles of incorporation has
     been duly approved by the required vote of shareholders in accordance with
     Section 902 of the California Corporations Code.  The total number of
     outstanding shares of the corporation is 7,353,425 shares of Common Stock.
     (No shares of

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     Series B Common Stock are outstanding).  The number of shares voting in
     favor of the amendment equaled or exceeded the vote required.   The
     percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.


DATE:  December 6, 1996

                                      /s/ Kenneth M. Cohen
                                      -----------------------------
                                      Kenneth M. Cohen, President



                                      /s/ Michael K. Green
                                      -----------------------------
                                      Michael K. Green, Secretary

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