Mail Stop 6010								August 23, 2005

Keith Butler
Chief Financial Officer
Synbiotics Corporation
11011 Via Frontera
San Diego, California 92127

Re:	Synbiotics Corporation
    PRER14A filed August 1, 2005
	Schedule 13E-3/A filed August 1, 2005
    File No. 0-11303

Dear Mr. Butler:

      We have reviewed the filings listed above and have the
following comments.  Where indicated, we think you should revise
your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

Schedule 14A

General
1. It does not appear that the revised disclosure includes the
information required by 1014 of Regulation M-A and its
instructions,
as it relates to the fairness determination of the Affiliates.
For
example, your proxy statement should address the procedural and
substantive factors that the Affiliates considered in determining
the
fairness of the transaction.  Also, we remind you that where a
transaction will affect different subsets of unaffiliated
shareholders differently, Rule 13e-3 requires a separate analysis
as
to fairness for each.  In this regard, a determination should be
made
as to whether the transaction is fair to those unaffiliated
shareholders who will be cashed out as well, as well as those who
will remain as security holders of Synbiotics. To the extent that
the
Affiliates did not individually analyze the fairness of this
transaction, each may expressly adopt the analysis and conclusion
of
another filing person. Please revise your disclosure accordingly.

Summary Term Sheet, page 2
2. See comment 1 above. You should also revise your "Summary Term
Sheet" to disclose the Affiliates` determination as to fairness of
the unaffiliated security holders that will be cashed out and
those
that will remain security holders.
3. We refer you to prior comment 9 in our letter dated July 6,
2005.
Although we understand that you disclose on pages 3 and 8 that the
board believes that the cash-out price adequately reflects the
board`s consideration of the costs and benefits of the
transaction,
it remains unclear how the board determined the cash-out price.
In
this regard, describe the analysis that the board performed to
determine the 86% premium over the closing price on April 18,
2005.
To the extent that the costs and benefits of the transaction
impacted
the cash-out price, explain how you quantified the relevant costs
and
benefits to determine a premium over the market price of your
common
stock.  Also, expand your disclosure to explain whether the
board`s
expectation that the company will increase in value and other
future
prospects factored in to the proposed cash-out price.  If not,
explain why the board believes that the consideration to paid to
cashed-out security holders is fair despite the fact that future
prospects were not evaluated.
4. You have provided tandy language only with respect to the
company.
Please provide the language for all filing persons.

Form 10-K
Notes to Consolidated Financial Statements
Goodwill and Other Intangible Assets, pg. 24
5. Please refer to your response to comment 55 from our original
comment letter.  It appears to us that you relied upon your
"independent investment advisor" as an expert.  Please either
remove
the reference to your "independent investment advisor" or include
within your filing, the name of the "independent investment
advisor"
and provide a consent.  As the Form 10-K will be incorporated by
reference into the Form S-8 filed on October 15, 2004, Rule 436(b)
of
Regulation C requires a consent to be provided
   As appropriate, please amend your filing in response to these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.
*****

You may contact Kevin Woody at (202) 551-3629 if you have
questions
regarding comments on the financial statements and related
matters.
Please contact Zafar Hasan at (202) 551-3653, or me at (202) 551-
3678
with any other questions.

  Sincerely,




									Jeffrey Riedler
									Assistant Director
cc:	Hayden Trubitt
	Heller Ehrman
4350 La Jolla Village Drive
7th Floor
San Diego, CA 92122-1246
??

??

??

??




3