EXHIBIT 3.3

                            ARTICLES OF INCORPORATION
                                       OF
                           PETMARK INTERNATIONAL, INC.

                                       I.

           The name of this corporation is PETMARK INTERNATIONAL, 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:

                                 James M. Myers
                                 9125 Rehco Road
                               San Diego, CA 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.

                A. The liability of the directors of this Corporation for
monetary damages shall be eliminated to the fullest extent permissible under
California law.

                B. This Corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the California Corporations Code) through
bylaw provisions, agreements with agents, vote of shareholders or disinterested
directors or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject only to applicable
limits set forth in Section 204 of the California Corporations code with respect
to actions for breach of duty to the Corporation and its shareholders.

                C. Any repeal or modification of this Article V shall be
prospective and shall not affect the rights under Article V in effect at the
time of the alleged occurrence of any act or omission to act giving rise to
liability or indemnification.

DATED:  October 27,  1998
                                              /s/ CHRIS ALLINGHAM
                                              ----------------------------------
                                              Chris Allingham, Incorporator


                             CERTIFICATE OF AMENDMENT
                                         OF
                             ARTICLES OF INCORPORATION


The undersigned certifies that

1.      I constitute the sole incorporator of PETMARK INTERNATIONAL, INC., a
        California corporation.

2.      Article FIRST of the Articles of Incorporation of this Corporation is
        amended to read as follows:

                "FIRST:         The name of the corporation (hereinafter the
                                "Corporation") is:

                                PET CONCEPTS INTERNATIONAL"

3.      No directors were named in the original Articles of incorporation and
        none have been elected.

4.      No shares have been issued.

I further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of my own knowledge.

DATE:  November 12, 1998.

                                              /s/ CHRIS ALLINGHAM
                                              ----------------------------------
                                              Chris Allingham
                                              Sole Incorporator