SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

SYNBIOTICS CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2)or Item 22(a)(2) of
Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

SYNBIOTICS CORPORATION

----------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held October 12, 2001

----------------

The Annual Meeting of Shareholders of Synbiotics Corporation will be held
at the Radisson Suite Hotel (Rancho Bernardo), 11520 West Bernardo Court, San
Diego, California 92127, on October 12, 2001 at 10:00 a.m. for the following
purposes:

1. To elect six directors;

and to transact such other business as may properly come before the meeting
and any postponement or adjournment thereof.

The Board of Directors has fixed August 15, 2001, as the record date for
determining the shareholders entitled to notice of and to vote at the Annual
Meeting and any postponement or adjournment thereof.

WE WOULD BE GRATEFUL IF YOU WOULD PROMPTLY SIGN AND RETURN THE ENCLOSED
PROXY CARD.

Michael K. Green
Secretary

August 25, 2001

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Synbiotics Corporation, a California corporation
(the "Company"), 11011 Via Frontera, San Diego, California 92127, of proxies
in the accompanying form to be used at the Annual Meeting of Shareholders to
be held at the Radisson Suite Hotel (Rancho Bernardo), 11520 West Bernardo
Court, San Diego, California 92127, at 10:00 a.m. on October 12, 2001, and any
postponement or adjournment thereof.

A proxy may be revoked at any time before it is exercised. Any shareholder
giving a proxy may revoke it prior to its use at the Annual Meeting (1) by
delivering a written notice expressly revoking the proxy to our Secretary at
our offices, (2) by signing and delivering to us at our offices, or to the
place of the Annual Meeting, a later dated proxy or (3) by attending the
Annual Meeting and casting his or her votes personally. A proxy is not revoked
by the death or incapacity of the maker unless, before the vote is counted,
written notice of such death or incapacity is received by us.

On any matter coming before the Annual Meeting as to which a choice has
been specified by the shareholder on the proxy, the shares will be voted
accordingly. If the proxy is returned and no choice is so specified, the
shares will be voted FOR the election of the six nominees for director listed
in this Proxy Statement and in the discretion of the proxyholders as to any
other business which may properly come before the Annual Meeting.

August 15, 2001, has been fixed as the record date for determining the
shareholders entitled to notice of and to vote at the Annual Meeting. As of
the close of business on such date, we had 9,624,558 shares of common stock
outstanding and entitled to vote. Outstanding shares of common stock are
entitled to one vote each on all matters. Under California law, shareholders
are permitted to cumulate votes for the election of directors whose names have
been placed in nomination. Therefore, in voting for directors, each
outstanding share of common stock would be entitled to six votes which may be
cast for one candidate or distributed in any manner among the nominees for
director. However, the right to cumulate votes in favor of one or more
candidates may not be exercised until the candidate or candidates have been
nominated and any shareholder has given notice at the Annual Meeting of the
intention to cumulate votes.

The proxyholders (if authority to vote for one or more nominees is not
withheld) will have full discretion and authority to vote cumulatively and to
allocate votes among any or all of the Board of Directors' nominees as they
may determine or, if authority to vote for a specified candidate or candidates
has been withheld, among those candidates for whom authority to vote has not
been withheld.

We are bearing the expense of printing and mailing proxy materials. The
approximate date these proxy solicitation materials will be first sent to
shareholders is August 25, 2001.

ELECTION OF DIRECTORS
(Item 1 on the Proxy Card)

Six directors are to be elected at the Annual Meeting to serve until the
next Annual Meeting and until their respective successors are elected or
appointed. Unless authority to vote for one or more nominees is withheld, it
is intended that the proxyholders will vote for the election of the nominees
named below. In the event any of them shall become unable or unwilling to
accept nomination or election, the shares represented by the enclosed proxy
will be voted for the election of such other person as the Board of Directors
may recommend in his place. Each of the nominees named is currently a member
of our Board of Directors.

The following information is furnished regarding the nominees.

Name; Positions; Business Experience During the Past Five Years; Director
Directorships in Reporting Companies Since Age
---------------------------------------------------------------- -------- ---

Patrick Owen Burns................................................. 1997 63
Senior Consultant of Early Stage Enterprises, L.L.C. since October
1997; Vice President of R&D Funding Corp, an affiliate of
Prudential Securities Inc., and Senior Vice President of
Prudential Securities Inc. from 1986 to February, 1997; Director
of Progen Industries, Ltd.

Rigdon Currie...................................................... 2000 70
Private investor; Chairman of the Board of Directors of the
Company since April 2001; Special Limited Partner of MK Global
Ventures from February 1988 to July 1998; Director of DISC, Inc.

James C. DeCesare.................................................. 1993 70
Consultant to the animal health and pharmaceutical industries
since 1992.

Joseph Klein III................................................... 1998 40
Managing Director of Gauss Capital Advisors, LLC since September
2000; Vice President of Strategy for Medical Manager Corp. from
June 1999 to September 2000; Healthcare Analyst for The Kaufmann
Fund from June 1998 to June 1999; Managing Director of Millennium
HEW, LLC from March 1998 to June 1998; Portfolio Manager and
Chairman of Investment Advisory Committee of T. Rowe Price Health
Sciences Fund from December 1995 to February 1998; Vice President
and Healthcare Analyst of T. Rowe Price Associates, Inc. from
April 1990 to February 1998; Director of Guilford Pharmaceuticals,
Inc. and NPS Pharmaceuticals, Inc.

Donald E. Phillips................................................. 1987 68
Private investor; Director of Great Lakes REIT, Inc. and Potash
Corporation of Saskatchewan, Inc. (Canada).

Paul A. Rosinack................................................... 2001 54
Our President and Chief Executive Officer since April 2001; our
President, Animal Health from January 2000 to April 2001; our Vice
President and General Manager of Animal Health from October 1996
to December 1999; President and Chief Executive Officer of
International Canine Genetics, Inc. from December 1992 to October
1996.

Our Board of Directors held a total of ten meetings during the year ended
December 31, 2000. Each director attended more than seventy-five percent (75%)
of the meetings of the Board of Directors (and the Board of Directors
committees of which he was a member) held during the time he was a member of
the Board of Directors.

For their services as directors, each of our outside directors receives a
fee of $1,000, plus $500 for travel, for each Board of Directors meeting
attended. Outside directors also receive $500 for each telephonic Board of
Directors meeting, and receive $500 for each committee meeting they attend as
committee members which are

held on a different day than a Board of Directors meeting. Employee directors
do not receive any fees for attendance at meetings of the Board of Directors
or committee meetings. In addition, Mr. Phillips was paid fees of $24,996
during the year ended December 31, 2000 pursuant to a consulting agreement
with us. On June 8, 2000, pursuant to the Automatic Grant Program under the
1995 Stock Option/Stock Issuance Plan (the "1995 Plan"), Mr. Burns, Mr.
Currie, Mr. DeCesare, Mr. Klein and Mr. Phillips were each granted options to
purchase 7,000 shares of common stock at $2.44 per share. The options, which
expire on June 8, 2010, vest ratably over a one-year period following the
grant date.

We currently have Compensation and Audit Committees of the Board of
Directors. We do not have a Nominating Committee of the Board of Directors.
The current membership of each committee is as follows:

Compensation Committee Audit Committee
Rigdon Currie, Chairman Patrick Owen Burns
Joseph Klein III James C. DeCesare, Chairman
Donald E. Phillips Joseph Klein III

The function of the Compensation Committee is to review our compensation
policies and advise us as to executive compensation and stock option matters.
The Compensation Committee met three times during the year ended December 31,
2000.

The Audit Committee oversees our accounting and financial reporting
policies, reviews with our independent accountants the accounting principles
and practices followed, reviews the annual audit and financial results and
makes recommendations to the Board of Directors regarding the preceding. The
Audit Committee met six times during the year ended December 31, 2000.

Report of Audit Committee

All three members of the Audit Committee are independent as defined in Rule
4200(a)(14) of the National Association of Securities Dealers' Nasdaq listing
standards.

The Audit Committee operates under a written charter (the "Charter")
adopted and approved by the Board of Directors during the year ended December
31, 2000. The Audit Committee intends to review and assess the adequacy of the
Charter on an annual basis. The full text of the Charter is attached as
Exhibit A.

The following is a report by the Audit Committee:

"The Audit Committee has:

1) Reviewed and discussed the audited financial statements as of and
for the year ended December 31, 2000 with management;

2) Discussed with PricewaterhouseCoopers LLP, the Company's
independent auditors, the matters required to be discussed by Statement
of Auditing Standards No. 61, "Communications with Audit Committees".
In addition, the Audit Committee has received the written disclosures
and the letter from PricewaterhouseCoopers LLP as required by
Independence Standards Board Standard No. 1, "Independence Discussions
with Audit Committees"; and

3) Discussed with the independent auditors the independent auditors'
independence.

Based on these reviews and discussions, the Audit Committee recommended
to the Board of Directors that the audited financial statements be included
in the Company's Annual Report on Form 10-K for the year ended December 31,
2000, as filed with the Securities and Exchange Commission on April 2,
2001.

Patrick Owen Burns
James C. DeCesare
Joseph Klein III

Audit Committee of the Board of Directors"

Executive Officers and Significant Employees

Executive Officers

Name, Age, and Other Business Experience
During the Past Five Years Position
---------------------------------------- --------

Paul A. Rosinack (54)...................... President and Chief Executive Officer - since
Formerly, President and Chief Executive April 2001; President, Animal Health -
Officer of International Canine Genetics, January 2000 to April 2001; Vice President
Inc., December 1992 - October 1996 and General Manager, Animal Health from
October 1996 to December 1999.

Michael K. Green (45)...................... Senior Vice President (since January 2000),
Chief Financial Officer, and Secretary -
since May 1991; Vice President - Finance
from May 1991 to December 1999.

Robert Buchanan (54)....................... Vice President - Sales and Marketing - since
Formerly, Director of Hospital Support April 2000.
Services of Medical Management
International, Inc. from 1994 to March
2000.

Francois Guillemin (51).................... Vice President - since February 1998;
Formerly, Director of the Diagnostics President and Director General of Synbiotics
Division of Rhone-Merieux, S.A., 1991 - Europe, SAS - since July 1997.
June 1997.

Serge Leterme (41)......................... Vice President - Research and Development -
Formerly, Director of Research and since October 1998; Director of Product
Development of the Diagnostics Division of Development from August 1997 to September
Rhone-Merieux, S.A., 1993 - June 1997. 1998.

Significant Employees

Name, Age, and Other Business Experience
During the Past Five Years Position
---------------------------------------- --------

Keith A. Butler (39)....................... Corporate Controller - since March 1991.

Clifford Frank (52)........................ Director of Operations - since September
1992.

Gregory A. Soulds (54)..................... Director of Business Development - since
1992.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our common stock
as of April 3, 2001, of each of our directors, director nominees, 5%
shareholders and the Named Executive Officers (as defined in "Executive
Compensation and Other Information"), and of our directors and executive
officers as a group. Except as noted, and except for the effect of applicable
community- property laws, each person has sole investment and voting power
over the shares shown. Percentages are calculated in accordance with the
method set forth in the Securities and Exchange Commission's rules.

Amount and
Nature of Percent
Name and Address of Beneficial Owner Beneficial Owner of Class
------------------------------------ ---------------- --------

Patrick Owen Burns(1)................................. 49,850 *
22 Sidney Place
Brooklyn Heights, NY 11201

Kenneth M. Cohen(1)................................... 386,954 3.9%
895 La Jolla Corona Court
La Jolla, CA 92037

Rigdon Currie(1)...................................... 15,250 *
P.O. Box 1120
1 Balboa Avenue
Point Reyes Station, CA 94956

James C. DeCesare(1).................................. 50,000 *
5260 S. Landings Drive, #709
Ft. Myers, FL 33919

Michael K. Green(1)................................... 142,755 1.5%
c/o Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127

Francois Guillemin(1)................................. 98,611 1.0%
c/o Synbiotics Europe, SAS
2 rue Alexander Fleming
69367 Lyons, Cedex 07, France

Joseph Klein III(1)................................... 137,850 1.4%
1724 Hillside Road
Stevenson, MD 21153

Serge Leterme, Ph.D.(1)............................... 62,750 *
c/o Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127

Donald E. Phillips(1)................................. 83,750 *
372 Fannin Landing Circle
Brandon, MS 39042

Amount and Percent
Nature of of
Name and Address of Beneficial Owner Beneficial Owner Class
------------------------------------ ---------------- -------

Paul A. Rosinack(1).................................. 141,960 1.5%
c/o Synbiotics Corporation
11011 Via Frontera
San Diego, CA 92127

Dimensional Fund Advisors Inc.(2).................... 592,400 6.2%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401

Gruber & McBaine Capital Management(3)............... 1,091,300 11.3%
c/o John P. Broadhurst, Esq.
Shartsis, Friese & Ginsburg
One Maritime Plaza
18th Floor
San Francisco, CA 94111

Merial SAS........................................... 621,378 6.5%
29 Avenue Tony Garnier
69007 Lyons
France

S. R. One, Limited................................... 962,652 10.0%
200 Barr Harbor Drive
Suite 250
W. Conshohocken, PA 19428

All executive officers and directors as a group(1)
(11 persons)........................................ 1,179,105 11.2%

- --------
* Less than one percent.

(1) Includes options to purchase shares of common stock, which are exercisable
on or before June 2, 2001, as follows: Mr. Buchanan - 9,375 shares; Mr.
Burns - 47,250 shares; Mr. Cohen - 266,875 shares; Mr. Currie - 5,250
shares; Mr. DeCesare - 41,125 shares; Mr. Green - 136,249 shares; Mr.
Guillemin - 74,999 shares; Mr. Klein - 19,250 shares; Dr. Leterme - 59,375
shares; Mr. Phillips - 68,750 shares; Mr. Rosinack - 129,826 shares.

(2) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies registered under
the Investment company Act of 1940, and serves as investment manager to
certain other commingled group trusts and separate accounts. These
investment companies, trusts and accounts are the "Funds". All of the
shares are owned by the Funds. In its role as investment adviser or
manager, Dimensional possesses voting and/or investment power over the
shares that are owned by the Funds. Dimensional disclaims beneficial
ownership of the shares owned by the Funds.

(3) 419,400 shares are owned by a group of managed investment accounts who
have granted their respective powers of attorney to Gruber & McBaine
Capital Management LLC ("GMCM") to handle any and all necessary filings
with respect to voting and dispositive power of these securities. The
remaining 671,900 shares are owned by a group of four persons who granted
their respective powers of attorney to GMCM to handle any and all
necessary filings with respect to voting and dispositive power of these
securities. The direct ownership of these 671,900 shares is as follows:
Jon D. Gruber ("Gruber") - 102,400 shares; J. Patterson McBaine
("McBaine") - 90,400 shares; Lagunitas Partners, a California Limited
Partnership ("Lagunitas") - 288,000 shares; Proactive Partners, a
California Limited Partnership ("Proactive") - 191,100 shares. Gruber and
McBaine are the member managers of GMCM. GMCM is the general partner of
Lagunitas. Gruber and McBaine are general partners in the entity which is
the general partner of Proactive. Gruber and McBaine disclaim beneficial
ownership of the shares held by Lagunitas and Proactive except to the
extent of their respective pecuniary interests. GMCM disclaims beneficial
ownership of the shares held by Gruber, McBaine, Lagunitas and the group
of managed investment accounts.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

The following table provides certain summary information concerning the
compensation earned by the person who was our Chief Executive Officer in 2000
and the other executive officers whose total 2000 salary and bonus exceeded
$100,000 (the "Named Executive Officers") for services rendered in all
capacities to us for the fiscal years ended December 31, 2000, 1999, and 1998:

Summary Compensation Table

Long-Term
Annual Compensation Compensation
------------------------------------ ------------
Awards
Securities
Other Annual Underlying All Other
Fiscal Salary Bonus Compensation Options/ Compensation
Name and Principal Position Year ($)(1) ($)(2) ($)(3) SARS (#) ($)(4)
- --------------------------- ------ -------- ------- ------------ ------------ ------------

Kenneth M. Cohen............... 2000 $288,870 -- -- 60,000 $7,928
President and Chief Executive 1999 $254,264 -- -- 40,000 $7,359
Officer 1998 $242,156 $31,008 -- 50,000 $4,115

Michael K. Green............... 2000 $173,681 -- -- 20,000 $5,081
Senior Vice President 1999 $150,675 -- -- 20,000 $4,520
1998 $143,500 $18,375 -- 25,000 $3,875

Francois Guillemin............. 2000 $135,591 -- -- -- --
Vice President 1999 $151,683 -- -- 10,000 --
1998 $146,846 $ 7,385 -- 25,000 --

Serge Leterme.................. 2000 $142,135 -- $18,750 -- --
Vice President 1999 $126,000 -- $18,750 50,000 --
1998 $100,489 $15,000 $ 4,687 25,000 --

Paul A. Rosinack............... 2000 $218,183 -- $ 9,367 20,000 $3,665
President, Animal Health 1999 $176,792 -- $12,504 10,000 $4,775
1998 $168,373 $21,560 $12,504 25,000 $2,552

- --------
(1) Includes amounts deferred under the 401(k) Compensation Deferral Savings
Plan pursuant to Section 401(k) of the Internal Revenue Code of 1986, as
amended.

(2) Includes grants of restricted Synbiotics common stock during 1998 with a
fair market value of $4.00 per share as follows: Mr. Cohen - 6,977 shares;
Mr. Green - 4,134 shares; Mr. Guillemin - 1,662 shares; Dr. Leterme - 3,375
shares; Mr. Rosinack - 4,851 shares.

(3) Consists of forgiveness of a loan made to Dr. Leterme to defray relocation
expenses at the rate of $18,750 per year (as of December 31, 2000, the
balance due was $32,813); and forgiveness of a loan made to Mr. Rosinack to
defray relocation expenses (the loan was fully forgiven as of December 31,
2000).

(4) Consists of matching contributions made by us to Mr. Cohen's 401(k)
account, Mr. Green's 401(k) account and Mr. Rosinack's 401(k) account.

The following table contains information concerning the grant of stock
options to the Named Executive Officers in 2000. No stock appreciation rights
were granted in 2000:

Option/SAR Grants During Last Fiscal Year

Individual Grants
---------------------------------------------
Potential
Realizable Value
at Assumed Annual
Rates of Stock
Number of % of Total Price
Securities Options/SARs Appreciation for
Underlying Granted to Option Term
Options/SARs Employees in Exercise Expiration -----------------
Name Granted (#) Fiscal Year Price Date 5% ($) 10% ($)
---- ------------ ------------ -------- ---------- ------ --------

Kenneth M. Cohen........ 60,000(1) 18.89% $4.50 3/22/2010 $169,802 $430,310
Michael K. Green........ 20,000(2) 6.30% $2.63 1/5/2010 $ 33,017 $ 83,671
Paul A. Rosinack........ 20,000(2) 6.30% $2.63 1/5/2010 $ 33,017 $ 83,671

- --------
(1) The option becomes exercisable ratably over a four-year period following
the date of grant, which was March 22, 2000. The option has a maximum term
of ten years, subject to earlier termination in the event of the
optionee's cessation of service with us.

(2) The option becomes exercisable ratably over a four-year period following
the date of grant, which was January 5, 2000. The option has a maximum
term of ten years, subject to earlier termination in the event of the
optionee's cessation of service with us.

The following table provides information, with respect to the Named
Executive Officers, concerning the exercise of options during the last fiscal
year and unexercised options held as of the end of the fiscal year. No stock
appreciation rights were exercised in 2000 or held as of December 31, 2000.

Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values

Value of
Number of Securities Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Options/SARs at
December 31, 2000 December 31, 2000
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized Unexercisable Unexercisable(1)
- ---- --------------- -------- ---------------------- -----------------

Kenneth M. Cohen........ -- -- 255,937 $ --
144,083 $ --
Michael K. Green........ -- -- 126,249 $ --
43,751 $ --
Francois Guillemin...... -- -- 64,062 $ --
35,938 $ --
Serge Leterme........... -- -- 50,625 $ --
44,375 $ --
Paul A. Rosinack........ -- -- 117,326 $ --
42,501 $ --

- --------
(1) Value is defined as market price of our common stock at fiscal year end
less exercise price. The closing sale price of our common stock at
December 31, 2000 was $0.44.

Employment Contracts and Change-in-Control Arrangements

Synbiotics entered into an Employment Agreement dated May 7, 1996, and
amended February 14, 2001, with Kenneth M. Cohen. The Employment Agreement
provided for salary at an initial rate of $225,000 per annum, options to
purchase 225,000 shares of Synbiotics common stock (at $3.88 per share) and a
direct grant of 10,000 shares of unregistered Synbiotics common stock. In
addition, he is eligible for a cash bonus of up to 30% of his annual salary.
On April 2, 2001, Mr. Cohen resigned as our President, Chief Executive Officer
and director. We entered into a separation agreement with Mr. Cohen in which
he waived any rights to severance pay and retention bonus, and entered into a
consulting agreement under which we will pay him $24,962 per month from May
16, 2001 to March 15, 2002, unless the agreement is terminated earlier.

Synbiotics entered into an Employment Agreement dated October 25, 1996, and
amended February 14, 2001, with Paul A. Rosinack. The Employment Agreement
provided for salary at an initial rate of $160,000 per annum and options to
purchase 25,000 shares of Synbiotics common stock (at $4.13 per share). If Mr.
Rosinack is terminated without cause, he will receive six months' salary at
his then base salary rate. If Mr. Rosinack is terminated in connection with an
acquisition of the Company, or substantially all of its animal health business
assets, and is not employed by the acquirer, he will receive an additional six
months' salary. In addition, if the Company or substantially all of its animal
health business assets is sold, and Mr. Rosinack is employed by us on the date
of the sale, he will receive a retention bonus equal to 100% of his salary and
all unvested stock options will immediately vest. However, if, upon such sale,
Mr. Rosinack is offered a substantially equivalent position with the acquirer,
his severance will be reduced by 50% of his retention bonus.

Synbiotics entered into an Employment Agreement dated June 23, 1997, and
amended February 14, 2001, with Michael K. Green. The Employment Agreement
provided for salary at an initial rate of $140,000. If Mr. Green is terminated
without cause, he will receive six months' salary at his then base salary
rate. If Mr. Green is terminated in connection with an acquisition of the
Company, or substantially all of its animal health business assets, and is not
employed by the acquirer, he will receive an additional six months' salary. In
addition, if the Company or substantially all of its animal health business
assets is sold, and Mr. Green is employed by us on the date of the sale, he
will receive a retention bonus equal to 100% of his salary and all unvested
stock options will immediately vest. However, if, upon such sale, Mr. Green is
offered a substantially equivalent position with the acquirer, his severance
will be reduced by 50% of his retention bonus.

Synbiotics entered into an Employment Agreement dated July 9, 1997, and
amended February 14, 2001, with Francois Guillemin. The Employment Agreement
provided for salary at an initial rate of $140,000 per annum and options to
purchase 50,000 shares of Synbiotics common stock (at $3.69 per share). In
addition, we have provided Mr. Guillemin with a company car, and are bearing
the leasing costs, and reasonable expenses incurred by Mr. Guillemin for
business activities, of the company car in an annual amount up to $11,500 per
year. If Mr. Guillemin is terminated without cause, he will receive six
months' salary at his then base salary rate plus the amount of legal severance
in France; provided, however, that the total amount to be received will be
equal to the greater of 12 months' salary or the total amount of legal
severance in France. If Mr. Guillemin is terminated in connection with an
acquisition of the Company, or substantially all of its animal health business
assets, and is not employed by the acquirer, he will receive an additional six
months' salary. In addition, if the Company or substantially all of its animal
health business assets is sold, and Mr. Guillemin is employed by us on the
date of the sale, he will receive a retention bonus equal to 75% of his salary
and all unvested stock options will immediately vest. However, if, upon such
sale, Mr. Guillemin is offered a substantially equivalent position with the
acquirer, his severance will be reduced by 50% of his retention bonus.

Synbiotics entered into an Employment Agreement dated September 1, 1998,
and amended February 14, 2001, with Serge Leterme. The Employment Agreement
provided for salary at an initial rate of $120,000. If Dr. Leterme is
terminated without cause, he will receive six months' salary at his then base
salary rate. If Dr. Leterme is terminated in connection with an acquisition of
the Company, or substantially all of its animal health business assets, and is
not employed by the acquirer, he will receive an additional six months'
salary. In addition, if the Company or substantially all of its animal health
business assets is sold, and Mr. Leterme is employed by us on the date of the
sale, he will receive a retention bonus equal to 75% of his salary and all
unvested stock options will immediately vest. However, if, upon such sale, Mr.
Leterme is offered a substantially equivalent position with the acquirer, his
severance will be reduced by 50% of his retention bonus.

Synbiotics entered into an Employment Agreement dated April 24, 2000, and
amended February 14, 2001, with Robert Buchanan. The Employment Agreement
provided for salary at an initial rate of $125,000 per annum and options to
purchase 50,000 shares of Synbiotics common stock (at $2.98 per share). If Mr.
Buchanan is terminated without cause, he will receive six months' salary at
his then base salary rate. If Mr. Buchanan is terminated in connection with an
acquisition of the Company, or substantially all of its animal health business
assets, and is not employed by the acquirer, he will receive an additional six
months' salary. In addition, if the

Company or substantially all of its animal health business assets is sold, and
Mr. Buchanan is employed by us on the date of the sale, he will receive a
retention bonus equal to 75% of his salary and all unvested stock options will
immediately vest. However, if, upon such sale, Mr. Buchanan is offered a
substantially equivalent position with the acquirer, his severance will be
reduced by 50% of his retention bonus.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee currently consists of Messrs. Currie, Klein and
Phillips, none of whom is or ever has been our employee. No executive officer
of Synbiotics served during 2000 as a director or compensation committee
member of any other company, where the other company had one of its executive
officers on Synbiotics' board of Directors or Compensation Committee

Report on Executive Compensation

The Compensation Committee acts on behalf of our Board of Directors to
establish our general compensation policy for all of our employees. The
Compensation Committee typically reviews base salary levels on or about June 1
of each year, and reviews target bonuses for the Chief Executive Officer and
other executive officers and employees at or about the beginning of each year.
The Compensation Committee administers our incentive and equity plans,
including the 1995 Stock Option/Stock Issuance Plan.

The following is a report by the Compensation Committee:

"General Compensation Policy

All policies, plans and actions of the Compensation Committee are
formulated or taken with the goal of maximizing shareholder value by aligning
the financial interests of the Chief Executive Officer and the other executive
officers with those of our shareholders. This is achieved through a
combination of salary, short-term incentive compensation, including cash and
stock bonuses, and long-term incentive compensation, including stock options.
Our policy is to provide our executive officers with compensation
opportunities which are based upon their personal performance, our financial
performance and their contribution to that performance and which are
competitive enough to attract and retain highly skilled individuals.

Each executive officer's compensation package is comprised of the
following:

. base salary that is competitive with the market and reflects individual
performance,

. short-term incentive compensation, payable in cash or stock and tied to
our achievement of annual performance goals, and

. long term, stock-based incentive awards designed to strengthen the
mutuality of interests between our executive officers and our
shareholders.

Factors

Several of the more important factors which we considered in establishing
the components of each executive officer's compensation package for the 2000
fiscal year are summarized below. Additional factors were also taken into
account, and we may in our discretion apply entirely different factors,
particularly different measures of financial performance, in setting executive
compensation for future fiscal years. All compensation decisions will be
designed to further the general compensation policy indicated above.

Base Salary

In setting base salaries, we consider the following factors:

. industry experience, knowledge and qualifications,

. the salary levels in effect for comparable positions within the Company's
principal-industry marketplace competitors,

.historical salary levels, and

.internal comparability considerations.

We did not rely upon any specific compensation surveys for comparative
compensation purposes. Instead, we made our decisions as to the appropriate
market level of base salary for each executive officer on the basis of our
understanding of the salary levels in effect for similar positions at those
companies with which the Company competes for executive talent.

Each executive officer's base salary is adjusted yearly on the basis of the
factors described above.

Short-Term Incentive Compensation

Annual cash and stock bonuses are awarded to the extent that the Company
meets financial objectives set by the Board of Directors at the beginning of
each year. The amounts of the bonus payments, if any, are determined by the
Compensation Committee, in its discretion. No annual cash or stock bonuses
were awarded for fiscal year 2000.

Long-Term Stock Based Incentive Compensation

Stock options are an essential element of our executive compensation
package. We believe that equity-based compensation in the form of stock
options links the interests of management and shareholders by focusing
employees and management on increasing shareholder value. The actual value of
equity-based compensation depends entirely on appreciation of our common
stock.

Approximately 100% of our full-time employees are granted employee stock
options. Stock options typically have been granted to executive officers when
the executive first joins us, in connection with a significant change in
responsibilities and, occasionally, to achieve equity within a peer group. We
may, however, grant additional stock options to executives for other reasons.
The number of shares subject to each stock option granted is within our
discretion and is based on anticipated future contribution and ability to
impact corporate and/or business unit results, past performance or consistency
within the executive's peer group. In our discretion, executive officers may
also be granted stock options to provide greater incentives to continue their
employment with us and to strive to increase the value of our common stock.

In 2000, as part of an annual review of the stock options held by executive
officers and managers, we considered the factors described above, as well as
the number of options held by executive officers as of the date of grant that
remain unvested. The stock options generally become exercisable over a four
year period and are granted at a price equal to the fair market value of the
Company's common stock on the date of grant.

Chief Executive Officer Compensation

In setting the total compensation payable to Ken Cohen, who served as our
Chief Executive Officer during the 2000 fiscal year, we sought to be
competitive with other companies in the industry, while at the same time tying
a significant percentage of such compensation to the Company's performance and
stock price appreciation. As described above under "Employment Contracts,
Severance Agreements and Change in Control Agreements," an employment
agreement between the Company and Mr. Cohen set forth the terms and
conditions, including minimum compensation, governing Mr. Cohen's employment.
Due in part to the Company's disappointing financial performance, Mr. Cohen
did not receive any other cash or stock compensation from the Company for
fiscal year 2000.

Retention Bonuses

In addition to the compensation described above, certain of the executive
officers and other employees were enrolled in a cash retention bonus plan we
established during fiscal year 2000. The bonus potential is designed as an
incentive to the executive officers and other employees to continue as
employees of the Company after the Company announced that it had retained
advisors to assist it with exploring strategic alternatives for enhancing
shareholder value, including a possible sale of the Company's animal health
business. The amounts of the potential retention bonuses were determined in
our discretion. No retention bonuses were paid for fiscal year 2000.

Compliance with Internal Revenue Code Section 162(m)

Section 162(m) of the Internal Revenue Code disallows a tax deduction to
publicly held companies for compensation paid to certain of their executive
officers, to the extent that compensation exceeds $1 million per covered
officer in any fiscal year. The limitation applies only to compensation that
is not considered to be performance-based. Non-performance based compensation
paid to our executive officers for the 2000 fiscal year did not exceed the $1
million limit per officer. We do not anticipate that the non-performance based
compensation to be paid to our executive officers for fiscal year 2001 will
exceed that limit. Our 1995 Stock Option/Stock Issuance Plan has been
structured so that any compensation deemed paid in connection with the
exercise of option grants made under that plan with an exercise price equal to
the fair market value of the option shares on the grant date will qualify as
performance-based compensation which will not be subject to the $1 million
limitation. Since it is unlikely that the cash compensation payable to any of
our executive officers in the foreseeable future will approach the $1 million
limit, we have decided at this time not to take any action to limit or
restructure the elements of cash compensation payable to our executive
officers. We will reconsider this decision if the individual cash compensation
of any executive officer ever approaches the $1 million level.

We are of the opinion that the compensation packages provided to our Chief
Executive Officer and the other executive officers reflect our goal of
offering compensation that is fair to these officers and our shareholders
alike by providing adequate base salaries together with substantial
opportunity for personal financial growth which will parallel management's
ability to increase shareholder value. It is intended that the total economic
advantage and opportunities provided to the executive officers will be at
least equivalent to that provided by comparable corporations.

Rigdon Currie
Joseph Klein III
Donald E. Phillips

Compensation Committee of the Board of Directors"

Stock Performance Graph

The graph below compares the cumulative total shareholder return on our
common stock from December 31, 1996 to December 31, 2000 with the cumulative
total return on the Nasdaq Stock Market - U.S. Index and a self-constructed
industry peer group index over the same period (assuming the investment of $100
in our common stock and in each of the other indices on December 31, 1995, and
reinvestment of all dividends). The self-constructed industry peer group
consists of Abaxis, Inc., Heska Corporation and IDEXX Laboratories, Inc.

The comparisons in the graph below are based on historical data and are not
intended to forecast the possible future performance of our common stock.

PERFORMANCE GRAPH APPEARS HERE

INVESTMENT VALUE AS OF
DECEMBER 31,
------------------------
1996 1997 1998 1999 2000
---- ---- ---- ---- ----

Synbiotics Corporation................................ $134 $132 $108 $101 $ 18
Nasdaq Stock Market - U.S. Index...................... 128 151 213 395 238
Industry Peer Group Index............................. 75 34 55 57 54

THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF ALL SIX NOMINEES, SET
FORTH IN ITEM 1 ON THE PROXY CARD. The six persons receiving the highest
number of votes will be elected as directors. Abstentions and broker non-votes
will have no influence in the election of directors.

COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our officers
and directors, and persons who own more than 10% of a registered class of our
equity securities to file reports of ownership and changes in ownership of our
equity securities with the Securities and Exchange Commission. Officers,
directors and greater than 10% shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.

Based solely on our review of the copies of such forms furnished to us, or
written representations that no Forms 5 were required, we believe that during
the fiscal year ended December 31, 2000, all Section 16(a) filing requirements
applicable to our officers, directors and greater than 10% beneficial owners
were complied with.

SHAREHOLDER PROPOSALS

To be included in our proxy materials for the Annual Meeting of
Shareholders to be held in 2002, a shareholder proposal must be received at
our the offices, 11011 Via Frontera, San Diego, CA 92127, not later than
January 6, 2002. We expect to hold the 2002 annual Meeting of Shareholders in
June 2002.

INDEPENDENT AUDITORS

PricewaterhouseCoopers LLP has served as our independent accountants for a
number of years. PricewaterhouseCoopers LLP has informed the Audit Committee
that it is independent of us within the meaning of Rule 2-01 of Securities and
Exchange Commission Regulation S-X. Although management anticipates that this
relationship will continue to be maintained during fiscal 2001, as in previous
years, it is not proposed that any formal action be taken at the Annual
Meeting with respect to the continued employment of PricewaterhouseCoopers
LLP. Representatives of PricewaterhouseCoopers LLP are expected to be present
at our Annual Meeting with the opportunity to make a statement if they desire
to do so, and they are expected to be available to respond to appropriate
questions.

Audit Fees

Audit fees billed to us by PricewaterhouseCoopers LLP for the audit of our
consolidated financial statements included in our Annual Report on Form 10-K,
and the review of the consolidated financial statements included in our
quarterly reports on Form 10-Q, for the year 2000, totalled $101,000.

All Other Fees

Fees billed to us by PricewaterhouseCoopers LLP with respect to the year
2000 for all other non-audit services rendered to us including tax related
services totalled $24,600. The Audit Committee has considered and believes
that the provision of these non-audit services to us by PricewaterhouseCoopers
LLP is compatible with maintaining PricewaterhouseCoopers' independence.

OTHER MATTERS

The Board of Directors, at this time, knows of no other business which will
be presented to the meeting. If any other business is properly brought before
the meeting, it is intended that the proxies in the enclosed form will be
voted in respect thereof in accordance with the judgment of the persons voting
the proxies.

Our Annual Report, including our audited financial statements for the
fiscal year ended December 31, 2000, is being mailed herewith to all
shareholders of record. WE WILL PROVIDE WITHOUT CHARGE TO ANY BENEFICIAL OWNER
OF COMMON STOCK AS OF AUGUST 15, 2001, UPON THE WRITTEN REQUEST OF ANY SUCH
PERSON, A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2000 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. SUCH
REQUESTS SHOULD BE DIRECTED TO MICHAEL K. GREEN, OUR SENIOR VICE PRESIDENT, AT
11011 VIA FRONTERA, SAN DIEGO, CA 92127.

Notwithstanding anything to the contrary set forth in any of our previous
or future filings under the Securities Act of 1933 or the Securities Exchange
Act of 1934 that might incorporate this Proxy Statement or future filings made
by us under those Acts, the Compensation Committee Report, the Audit Committee
Report, the Audit Committee Charter, reference to the independence of the
Audit Committee members and the Stock Performance Graph are not deemed to be
filed with the Securities and Exchange Commission and shall not be deemed
incorporated by reference into any of those prior filings or into any future
filings made by us under those Acts. In addition, those items shall not be
deemed to be solicitation materials under those Acts.

Whether you intend to be present at this meeting or not, you are urged to
return your proxy promptly.

By order of the Board of Directors

Michael K. Green
Secretary

[LOGO OF SYNBIOTICS]
EXHIBIT A

AUDIT COMMITTEE CHARTER

I. PURPOSE

The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Corporation
to any governmental body or the public; the Corporation's systems of internal
controls; and the Corporation's auditing, accounting and financial reporting
processes generally. The Audit Committee's primary duties and responsibilities
are to:

1. Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control system;

2. Review and appraise the audit efforts of the Corporation's
independent accountants and internal auditing department; and

3. Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal auditing
department, and the Board of Directors.

The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of this Charter.

II. COMPOSITION

The Audit Committee shall be comprised of three or more independent
directors.

All members of the Committee shall have a working familiarity with basic
finance and accounting practices, and at least one member of the Committee
shall have accounting or related financial management expertise.

III. MEETINGS

The Committee shall meet on a regular basis and shall hold special meetings
as circumstances require. As part of its job to foster open communication, the
Committee should meet at least annually with management, the director of the
internal auditing department and the independent accountants in separate
executive sessions to discuss any matters that the Committee or each of these
groups believe should be discussed privately. In addition, the Committee or at
least its Chair should meet with the independent accountants and management
quarterly to review the Corporation's financials.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Audit Committee shall:

Documents/Reports Review

1. Review and update this Charter at least annually.

2. Review the organization's annual financial statements and any reports
or other financial information submitted to any governmental body, or the
public, including any certification, report, opinion, or review rendered by
the independent accountants.

3. Review the regular internal reports to management prepared by the
internal auditing department and management's response.

Independent Accountants

4. Recommend to the Board of Directors the selection of the independent
accountants and approve the fees and other compensation to be paid to the
independent accountants. On an annual basis, the Committee shall obtain a
formal written statement from the accountants delineating all relationships
between the accountants and the Corporation consistent with Independence
Standards Board Standard I, and shall review and discuss with the
accountants all significant relationships the accountants have with the
Corporation to determine the accountants' independence.

5. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.

6. Periodically consult with the independent accountants out of the
presence of management about internal controls and the completeness and
accuracy of the organization's financial statements.

Financial Reporting Processes

7. In consultation with the independent accountants and the internal
auditors, review the integrity of the organization's financial reporting
processes, both internal and external.

8. Consider the independent accountants' judgments about the quality and
appropriateness of the Corporation's accounting principles as applied in
its financial reporting.

9. Consider and approve, if appropriate, major changes to the
Corporation's auditing and accoumting principles and practices as suggested
by the independent accountants, management, or the internal auditing
department.

Process Improvement

10. Establish regular and separate systems of reporting to the Audit
Committee by management, the independent accountants and the internal
auditors regarding any significant judgments made in management's
preparation of the financial statements and the view of each as to
appropriateness of such judgments.

11. Following completion of the annual audit, review separately with
management, the independent accountants and the material auditing
department any significant difficulties encountered during the course of
the audit, including any restrictions on the scope of work or access to
required information.

12. Review any significant disagreement among management and the
independent accountants or the internal auditing department in connection
with the preparation of the financial statements.

13. Review with the independent accountants, the internal auditing
department and management the extent to which changes or improvements in
financial or accounting practices, as approved by the Audit Committee, have
been implemented. (This review should be conducted at an appropriate time
subsequent to implementation of changes or improvements, as decided by the
Committee.)

14. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.

SYNBIOTICS CORPORATION

11011 Via Frontera, San Diego, California 92127

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Paul A. Rosinack and Michael K. Green, jointly
and severally, as proxyholders, each with full power to appoint his substitute,
and hereby authorizes them to vote as designated below, all the shares of Common
Stock of Synbiotics Corporation held of record by the undersigned at the close
of business on August 15, 2001, at the Annual Meeting of Shareholders to be held
on October 12, 2001, or any postponement or adjournment thereof, and to vote in
their discretion on such other business as may come before the Annual Meeting.

The Board of Directors recommends a vote FOR proposal 1.

1. ELECTION OF DIRECTORS.

[_] FOR all nominees listed below (except as marked to the contrary below)

[_] WITHHOLD AUTHORITY to vote for all nominees listed below

(Instruction: To withhold authority to vote for any individual nominee,
check the box "FOR" and strike a line through the nominee's name in the
list below.)

Nominees: Patrick Owen Burns, Rigdon Currie, James C. DeCesare, Joseph
Klein III, Donald E. Phillips, Paul A. Rosinack

This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder and will be voted by the proxyholders at their
discretion as to any other matters properly transacted at the Annual Meeting.
If this Proxy is properly executed and no direction is made, this Proxy will be
voted FOR Proposal 1.

Dated: _____________________, 2001

__________________________________
(Shareholder's Signature)

Please sign exactly as your name appears on this Proxy. If signing for trusts,
estates, partnerships, or corporations, title or capacity should be stated. If
shares are held jointly, each holder should sign.

PLEASE CHECK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING. [_]