Mail Stop 0309								September 16,
2005

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

Re:	Synbiotics Corporation
    Proxy Statement on Schedule 14A, Schedule 13E-3
    and all included and incorporated documents
    File No. 0-11303, Amended September 2, 2005

Dear Mr. Butler:

      We have reviewed your filings 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.

Factors Considered by the Board of Directors and the Affiliates,
page
7

1. In the first full paragraph on page 9, you state that the
amount
of the premium was based on the "board`s general impression of
premiums currently being paid to shareholders in the context of
mergers, acquisitions, tender offers and similar transactions that
the board has learned of through news and industry publications."
Please disclose the transactions upon which the board premised its
impression of premiums currently being paid and specifically
explain
how the board derived the premium based on these transactions.  If
the board did not consider specific transactions and the premiums
paid to shareholders in those transactions, so state, and state
that
the board did not quantify or analyze how the consideration
proposed
to be paid to Synbiotic shareholders compared to the consideration
or
premiums paid in any other transactions.

2. In the last sentence of the first full paragraph on page 9, you
state that the board and the affiliates relied primarily on a
comparison of the cash-out price to the market price.  Please
expand
your discussion to disclose all information and analysis upon
which
the board relied.  Alternatively, if the board relied only on the
comparison you mention, delete the word "primarily."  Similarly,
in
the next paragraph in which you discuss the positive aspects of
being
cashed out, consider expanding your disclosure to discuss each of
the
benefits the board considered or delete the word "including."

3. The carryover paragraph on pages 9 and 10 state that the board
and
the affiliates believe that the transaction is "reasonable" based
on
the referenced factors.  Please revise your disclosure in this
sentence to clarify to whom this transaction is "reasonable."  In
this regard, as drafted, it does not appear that this disclosure
includes the unaffiliated security holders that will be cashed-
out.
If it does not, you should clarify this point.   Also, we note
your
use of the term "reasonable."  In view of the fact that the board
and
the Affiliates disclose elsewhere in the preliminary proxy
statement
that the $0.13 per share cash-out price is "fair" to both
unaffiliated security holders that will be cashed-out and those
that
will remain, it is unclear why you disclose here that the
Affiliates
consider the per share cash-out price "reasonable."  Please revise
your disclosure to consistently disclose that the board and the
Affiliates believe that the per share cash-out price is "fair" or
advise why the board and the Affiliates believe that the per share
cash-out price is "reasonable," rather than "fair."
   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 Todd Sherman at (202) 551-3665 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
FAX: +1.858.450.8499
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