Exhibit 3.2


                            ARTICLES OF INCORPORATION
                                       OF
                INTERNATIONAL PET SUPPLIES AND DISTRIBUTION, INC.

                                       I.

         The name of this corporation is INTERNATIONAL PET SUPPLIES AND
DISTRIBUTION, INC.

                                       II.

         The purpose of this 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.

                                      III.

         The name and address in the State of California of this corporation's
initial agent for service of process is:

                     Mr. Richard St. Peter
                     9151 Rehco Road
                     San Diego, California  92121

                                       IV.

         This corporation is authorized to issue only one class of shares of
stock; and the total number of shares which this corporation is authorized to
issue is one thousand (1,000).

                                       V.

         The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law. The
corporation shall indemnify any agent of the corporation as defined in and to
the fullest extent permitted by Section 317 of the California Corporations Code.

DATED:  September 10,  1991

                                    /s/ DANIEL HOWARD
                                    ------------------------------------
                                    Daniel Howard, Incorporator