Exhibit 20.1
                                                                    ------------



October 7, 1998


Dear Synbiotics Shareholder:

The Board of Directors of the Company has adopted a Shareholder Rights Plan.
Along with this letter, we are sending you a summary describing the Plan.  The
adoption of this Plan requires no action on your part.

The purpose of the Plan is to assure that shareholders are treated fairly by
anyone who might seek to obtain control of the Company.  The corporate takeover
environment remains very active and hostile bidders still have available a
variety of coercive takeover tactics.  The Board believes that a Shareholder
Rights Plan is an important tool to enable the Board to represent effectively
the interests of all shareholders in the event of an unsolicited takeover
attempt.

The Plan was not adopted because of any current effort by another party to
acquire the Company.  The Plan is not unique; over 2,000 corporations throughout
the country, including a majority of the companies in the Standard & Poor's 500
Index, have adopted similar plans (which are sometimes referred to as "poison
pill" plans).

The Plan does not in any way alter the financial strength of the Company or
interfere with its business plans.  The adoption of the Plan is not dilutive,
does not affect reported earnings per share, and is not taxable to you or the
Company.

The Board and management are enthusiastic about the potential of the Company to
build long-term shareholder value and are committed to serving the best
interests of its shareholders, its employees, and the communities in which it
operates. We believe that the Plan will help protect the value of your
investment in Synbiotics Corporation.


Very truly yours,



Kenneth M. Cohen
President and Chief Executive Officer