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Response Letter

 June 14, 2005

 Via EDGAR and Federal Express

 Hayden J. Trubitt

 hayden.trubitt@hellerehrman.com

 Direct +1.858.450.5754

 Direct Fax +1.858.587.5903

 Main +1.858.450.8400

 Fax +1.858.450.8499

 39841.0001

 Jeffrey Riedler

 Assistant Director

 United States Securities and Exchange Commission

 Mail Stop 0309

 Washington, DC 20549

Re:
Synbiotics Corporation

 Proxy Statement on
Schedule 14A, Schedule 13E-3

 and all included and incorporated documents

 File No. 0-11303, Filed April 30, 2005

 Dear Mr. Riedler:

 On behalf of our client Synbiotics Corporation, we thank you for and hereby respond to the Staff’s comment letter dated May 23, 2005. The format of
this response letter will be first to repeat the respective numbered paragraphs from the comment letter, and then to provide the company “RESPONSE.” For your reference, we have enclosed with the hard copy of this letter marked copies of
the Schedule 14A, Schedule 13E-3 and incorporated documents reflecting the changes made to the above-referenced filings.

 The company wishes to observe, by way of overview, that this transaction is a reverse stock split, not a buyout. It is expected that only about 2% of the
total equity, which is moreover less than 5% of the shares now held by UNAFFILIATED shareholders, will be cashed out in lieu of issuing fractional shares. No member of management is expected to have any change in either absolute or percentage share
ownership. This is not an acquisition, or management buyout, or any sort of buyout. Moreover, the total market capitalization of the company is under $5 million, and all cashed-out shares will receive a price that is at a 30% premium to
announcement-time market price (and an even higher premium to today’s market price). The company has provided 1934 Act reports, with a frank tone of disclosure, to the SEC and the shareholders for more than 20 years.

 The company submits that in view of these facts, it would be unnecessarily
burdensome to the company, and not materially beneficial to shareholders, to require the degree of formality, detail and repetition suggested by some of the Staff’s comments.

 Schedule 13E-3

1.
 Rule 14a-4(b)(1) requires you to separately break out on the proxy card each matter to be voted on. Separate matters may be cross-conditioned upon one another, such
that one will not pass

 Heller Ehrman LLP     4350 La Jolla Village Drive, 7th Floor     San Diego, CA
    92122-1246     www.hellerehrman.com

 Anchorage      Beijing      Hong Kong      Los Angeles      Madison, WI
  New York      San Diego      San Francisco      Seattle

 Silicon Valley      Singapore      Washington, D.C.

Jeffrey Riedler

June 14, 2005

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 2

unless the other does. See the September 2004 interim supplement to the Division of Corporation Finance’s Manual of Publicly Available Telephone
Interpretations, available Web site at www.sec.gov. In this regard, what consideration was given to the need to unbundle the proposal to include two separate proposals, one representing the reverse stock split and one representing the forward
stock split? Your proxy statement suggests that the reverse and forward stock splits may be separate matters that should be presented separately on the proxy card for shareholder vote. Our belief is based on the fact that you have attached two
different amendments to the company’s articles of incorporation, which appears to indicate that state law and the company’s governing instruments dictate that both matters are subject to a shareholder vote. Please revise to allow
shareholders to separately vote on the reverse and forward stock splits, or explain why, based on our telephone interpretation and the reasoning articulated in this comment, separation is not required.

 RESPONSE: We have revised the introduction to the proxy statement and
separated the amendments to the Articles of Incorporation into two separate proposals to allow shareholders to vote separately on the reverse and forward splits. We have also revised the proxy card to separate the reverse and forward stock splits
into two proposals and have indicated that the forward split is contingent upon shareholder approval and completion of the reverse split.

2.
We believe the following individuals and entities should be included as filing persons on the Schedule 13E-3 because they are engaged in this going private transaction:

•

Redwood Holdings, LLC (source of funds to finance the Split Transaction and a shareholder going forward);

•

Redwood West Coast, LLC (a controlling shareholder of the Company and an affiliate of Redwood Holdings, LLC);

•

Thomas Donelan (a director of the Company and an affiliate of Redwood Holdings and Redwood West Coast);

•

Christopher P. Hendy (a director of the Company and an affiliate of Redwood Holdings and Redwood West Coast);

•

Jerry L. Ruyan (a control person of Redwood Holdings, LLC); and

•

Remington Capital, LLC (member of a group for purposes of Schedule 13D with all of the above persons and entities and a 100% indirectly owned subsidiary of Redwood Holdings, LLC).

 Please add them as filers on the Schedule
13E-3, and revise the proxy statement to include all of the disclosure required by that Schedule as to each filer individually. In addition, to the extent they apply, please address the comments below as to each new filing person.

 RESPONSE: We believe that these persons are not “engaged
in” a going private transaction and that therefore they need not file Schedule 13E-3. This is not a buyout, and the funds to be provided to finance the Split Transaction are not material in amount. However, under General Instruction C of
Schedule 13E-3, we have supplied as to these persons (and as to Paul Hays and Keith Butler) the information called for by Items 3, 5, 6, 10 and 11.

3.
Note that each filing person must satisfy the disclosure, dissemination and timing requirements of Rule 13e-3. In light of the fact that you will likely add significant new and
material information as to the new filing persons, advise how you intend to disseminate the revised proxy statement.

Jeffrey Riedler

June 14, 2005

 Page
 3

 RESPONSE: The proxy statement has not yet been disseminated at all. When the Staff’s
comments are cleared, we will mail the revised proxy statement to the shareholders. We have revised the proposed mailing date of the proxy statement accordingly.

4.
To the extent that other members of the board of directors and management of the company will own equity in the Company both before and after the Split Transaction, analyze whether
such persons also need to be included as filing persons. If you decide they don’t please explain why supplementally.

 RESPONSE: We think they don’t need to be included as filing persons. Their before-and-after interests will be no different than the
before-and-after interests of every other shareholder, and moreover will not be materially different after than before. This is not a management buyout, and they are not “engaged” in a going private transaction.

5.
It appears that you do not believe that pro forma financial information pursuant to Item 13 of Schedule 13E-3 is applicable. Please advise of your basis for not disclosing this
financial information as set forth in Item 1010 of Regulation M-A.

 RESPONSE: We have revised the proxy statement to include, as Exhibit C thereto, information disclosing the pro forma effects of the Split Transaction on the Company’s most recent balance sheet, statement
of income, earnings per share and book value per share, as set forth in Item 1010 of Regulation M-A. We have not included information relating to the ratio of earnings to fixed charges, as the Company does not have registered debt securities or
preference equity securities, as contemplated by Item 503(d) of Regulation S-K.

 Schedule 14A

 General

6.
On a supplemental basis, please confirm that the proxy statement will be provided to your shareholders at least 20 business days prior to the consent submission deadline.

 RESPONSE: Confirmed.

7.
In a prominent place in the soliciting materials, create a subsection entitled “Interests of the Members of the Board of Directors and Executive Officers in the Split
Transactions,” and describe in reasonable detail the benefits each of these persons will receive if the split transactions are completed. This discussion should include, but not be limited to, a discussion of Messrs. Donelan’s and
Hendley’s ownership of Redwood and control of the board of directors, as well as any change of control provisions in any employment, option or similar agreements with any of the executive officers or board members, and any accelerated payments
to any of these persons that will be triggered as a result of the split transactions. You should also highlight in this section that only these persons and not those unaffiliated shareholders who will be cashed out in the split transactions will
share in any future profits or prospects of the company. See Item 5 of Schedule 14A and Schedule 13E-3, Item 11.

 RESPONSE: There would be nothing material to disclose in such a section. Redwood et al. already control the issuer. No change of control or payment
provisions would be triggered by the Split

Jeffrey Riedler

June 14, 2005

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 4

Transaction. The concept that cashed-out shareholders will not share in future profits or prospects is already disclosed several times. The great majority of
shares now held by unaffiliated shareholders will continue to be held by them. This is not a management buyout.

8.
Disclose Redwood’s and the other filing persons’ prior stock purchases in the format required by Item 1002(f) of Regulation M-A. In this regard, provide the range of
prices paid and the average purchase price for each quarter during the past two years. Also, provide a presentation of their transactions in your securities during the past 60 days in accordance with Item 1008(b) of Regulation M-A, including the
date and price per share of each separate transaction.

 RESPONSE: They are not filing persons and thus Regulation M-A Item 1002(f) is not applicable. Nonetheless, we have revised the proxy statement to disclose this information as requested under the caption “Prior Stock Purchases by
Affiliates.”

9.
Please include the information required by Item 1(c) of Schedule 14A and Exchange Act Rule 14a-5(e).

 RESPONSE: The deadline for inclusion as to the 2005 Annual Meeting has already passed. There will be no proxy
statement for the 2006 Annual Meeting, so there is nothing to disclose as to it.

10.
Please provide a pro forma beneficial ownership table to disclose the beneficial owners of 5% or more of each class of Synbiotics voting securities after the Split Transaction and
financing transaction with Redwood.

 RESPONSE: Such a pro forma table is not required by the Regulations and the pro forma table would provide no useful additional information because (a) it is already disclosed that the percentage ownership of everyone except Redwood
will remain approximately the same, and (b) it is already disclosed that Redwood’s percentage would increase by about 3 percentage points. Further precision is impossible because we do not know how many fractional shares will be cashed out.

 Introduction, p. 1

11.
In the fourth paragraph, you state that in connection with its evaluation, your board of directors did not retain any advisors to render an opinion as to the fairness to your
shareholders of the consideration to be received by them in connection with the split transactions. You should expand this paragraph to state that two of your three directors are affiliates of Redwood, which is funding and will acquire greater
control of the company in the split transactions, and that your other director, Mr. Hays, is and will after the transactions be President of the Company. You should state that these three gentlemen each have personal financial interests in the split
transactions that are vastly different from unaffiliated shareholders and describe the differences. You should state that no independent board members or independent third parties have performed any analysis regarding or opined that the $.13 per
share consideration to be paid is fair to the unaffiliated shareholders who will receive it.

 RESPONSE: We have provided the disclosure identified in the second sentence of the comment. The disclosure identified in the third sentence (a) as
to cashed-out unaffiliated shareholders would be redundant, and self-evident even if not mentioned often elsewhere, and (b) as to non-cashed-out

Jeffrey Riedler

June 14, 2005

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 5

unaffiliated shareholders is not fully correct. (See Comment and Response 19.) As to the fourth sentence, we already disclose that no independent advisors
were retained and that there are no independent directors, so the requested statement would be redundant.

12.
We note that you disclose that the document was mailed on May 5, 2005 and consents need to be submitted by May 30th. Please advise whether this is draft language or whether you
mailed this proxy on May 5, 2005.

 RESPONSE:
It was draft language. We have not mailed yet, and we have revised the applicable dates throughout the proxy statement accordingly.

 Summary Term Sheet page 2

13.
See our comment above regarding the need to prominently disclose the interests and potential conflicts of interests of affiliates in this transaction. They should be briefly
summarized here, with further discussion in the body of the proxy statement.

 RESPONSE: We have added a sentence in the summary and restructured the bulleted disclosure to consolidate discussion of the interests of our directors and affiliates into a single bullet point. As noted above,
we believe no further discussion in the body, beyond the ample disclosure already given, is needed.

14.
In this section, you should address each filing persons’ view of the fairness (both procedural and substantive) of the transaction.

 RESPONSE: As noted above, the issuer is the only proper filing
person. We have added a disclosure that each Director, and Redwood, believe the transaction is procedurally and substantively fair.

15.
The last bullet point on page 3 in this section provides little meaningful disclosure for shareholders. Revise to briefly discuss the risks associated with the split transactions.

 RESPONSE: We have revised the last
bullet point to include a brief description of some of the risks associated with the Split Transaction.

16.
Describe the accounting treatment of the Split Transaction. See Item 1004(a)(1)(xi) of Regulation M-A.

 RESPONSE: We have revised the proxy statement to disclose under the caption “Accounting Treatment of the Split
Transaction” that the cash-out of shares will be treated as stock repurchases (reducing the carrying amount of the common stock) and that there will be no other material accounting effects.

 Special factors, p. 4

 Background, page 4

17.
 Provide a reasonably detailed discussion of all material events that led to and culminated with the board’s decision to undertake the split transactions. All
material contacts, negotiations and

Jeffrey Riedler

June 14, 2005

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 6

agreements must be described. See Item 1005 of Regulation M-A. Identify the person(s) who initiated and participated in the process, and describe the context
and nature of each material action. This revised section should specifically discuss the role of affiliates (including those we asked you to include as filers in our comments above) in initiating and structuring the Split Transaction.

 RESPONSE: Because Redwood controls
the issuer, there really was no such process of contacts or negotiations. We have revised the proxy statement to disclose the dates of relevant Board actions as well the dates investigation toward a possible going private transaction began.

18.
Also, clearly identify who determined the consideration t