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                                                              EXHIBIT 3.1
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                      RESTATED ARTICLES OF INCORPORATION

                                       of

                             SYNBIOTICS CORPORATION


Robert L. Widerkehr 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:   Capitalization:
               ---------------

               A.   The total number of shares which the corporation is
                    authorized to issue is 25,000,000.

               B.   24,800,000 shares of the stock authorized hereinabove are
                    hereby designated "Common Stock", and 200,000 shares of the
                    stock authorized hereinabove are hereby designated "Series B
                    Common Stock".

               C.   Notwithstanding any other provisions of these Articles of
                    Incorporation to the contrary, the rights, preferences,
                    privileges and restrictions of Common Stock and Series B
                    Common Stock shall be identical in all respects, except as
                    follows:

                    1.   Voting Rights.  On all matters submitted to a vote of
                         the holders of this corporation's stock, each share of
                         Common Stock shall entitle the holder thereof to one
                         vote, and each share of Series B Common Stock shall
                         entitle the holder thereof to one-tenth vote.

                    2.   Liquidation Preference.  In the event of any
                         liquidation, dissolution or winding up of this
                         corporation, whether voluntary or involuntary, the
                         holders of Common Stock shall be entitled to receive,
                         prior and in

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                         preference to any distribution of the assets of the
                         corporation to the holders of Series B Common Stock by
                         reason of their ownership thereof, the greater of (a)
                         ten dollars for each share of Common Stock then held by
                         them or (b) an amount for each share of Common Stock
                         then held by them equal to ten times the amount which,
                         after such distribution, would remain available for
                         distribution to holders of Series B Common Stock for
                         each share of Series B Common Stock then held by them.
                         If, upon the occurrence of such event, the assets
                         available for distribution among the holders of the
                         stock are insufficient to permit the payment to the
                         holders of Common Stock of the aforesaid preferential
                         amount, then the entire amount of assets available for
                         distribution to the holders of the stock shall be
                         distributed among the holders of Common Stock in
                         proportion to the number of shares of Common Stock then
                         held by each of them.

                    3.   Dividends.  No dividends may be declared or paid with
                         respect to any share of Series B Common Stock.

               D.   Upon the occurrence of any of the following events, each
                    share of Series B Common Stock shall automatically be
                    converted into or reconstituted as one share of Common
                    Stock.

                    1.   Immediately prior to the effectiveness of any merger or
                         consolidation of the corporation with or into another
                         corporation, or any reorganization, as defined in
                         Section 181 of the California Corporations Code, in
                         which the corporation is directly or indirectly the
                         acquired company, or any sale of all or substantially
                         all of the assets of the corporation;

                    2.   The last day of any twelve-month period ending March
                         31, June 30, September 30 or December 31 in which this
                         corporation realizes revenues, excluding interest
                         income and the effects on income before taxes of the
                         conversion of the Series B Common Stock into Common
                         Stock, of at least $10,000,000; or

                    3.   The last day of any twelve-month period ending March
                         31, June 30, September 30 or December 31 in which this
                         corporation realizes income before taxes and
                         extraordinary items (but excluding interest income and
                         the effects on income before taxes of the conversion of
                         Series B Common Stock) of at least $2,000,000.

               E.   Each conversion of Series B Common Stock hereunder shall be
                    effected by the surrender at the office of this corporation
                    or any transfer agent for such shares of the certificate or
                    certificates therefor, duly endorsed, in such form and
                    accompanied by such documents, if any, as the corporation
                    may require.  This corporation shall, as soon as practicable
                    thereafter, issue and deliver at such office a certificate
                    or certificates representing the number of shares of Common
                    Stock into which such shares are convertible hereunder.
                    Such conversion shall be deemed to have been made
                    immediately prior to the close of business on the date of
                    such surrender of the Series B Common Stock to be converted,
                    and the person or persons entitled to receive the shares of
                    Common Stock issuable upon

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                    such conversion shall be treated for all purposes as the
                    record holder or holders of shares of Common Stock on such
                    date.

               F.   In the event of any stock split, reverse stock split or
                    other subdivision or combination of the Common Stock payable
                    in Common Stock, an appropriate pro rata adjustment or
                    adjustments shall be made in the voting rights and
                    liquidation preference set forth in section D hereinabove.
                    No fractional shares shall be issued upon conversion of
                    Series B Common Stock.  In lieu of any fractional shares to
                    which a shareholder would otherwise be entitled, this
                    corporation shall pay cash equal to such fraction multiplied
                    by the then fair market value per share of Series B Common
                    Stock as determined in good faith by the corporation's Board
                    of Directors.


     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 does
     not itself alter or amend the articles of incorporation in any respect
     except to omit the names and addresses of the first directors and of the
     initial agent for service of process; and therefore (pursuant to Sections
     905 and 910 of the Corporations Code) does not require any approval of the
     outstanding shares.

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 15, 1995

                                        /s/ Robert L. Widerkehr
                                        ------------------------------
                                        Robert L. Widerkehr, President



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

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