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Letter to the SEC

 August 1, 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, Amended June 14, 2005

 Dear Mr. Riedler:

 On behalf of Synbiotics Corporation
(“Synbiotics” or the “Company”), this letter responds to the comments of the Staff of the Securities and Exchange Commission set forth in the letter dated July 6, 2005, in connection with the
above-referenced Proxy Statement on Schedule 14A, Schedule 13E-3 and all included and incorporated documents. The numbered references below correspond to the paragraph numbers of the Staff’s letter. The italicized text sets forth the content of
the Staff’s comment and our response follows. Additionally, the Company is concurrently filing amended Schedules 14A and 13E-3 and an amended Form 10-K, and we have enclosed copies of each of these amendments, marked to show the changes from
the amended Schedules 14A and 13E-3 and Form 10-K previously filed on June 14, 2005. Page references cited in the Company’s responses below correspond to the page numbers in the marked copies enclosed herewith.

 Schedule 13E-3

1.
We reissue prior comment 2 relating to filing persons listed on Schedule 13E-3. We continue to believe the persons identified in that comment should be added as filing persons on
the Schedule 13E-3, for the reasons listed in our comment. Please be aware that the market capitalization of the company and your assertion that fractional shares are being cashed out at a 30% premium do not factor into our analysis of who is
engaged in this going private transaction. Nor is the fact that this is not a management buyout, and does not involve, in your view, significant amount of funds, dispositive of the issue of who is required to file and sign the Schedule 13E-3. As
previously requested, please add the persons listed in prior comment 2 as filers on the Schedule, or provide a well-reasoned legal analysis, citing to applicable precedent, as to why those persons or entities are not engaged.

 RESPONSE: The Company acknowledges
the Staff’s comment and has revised the Schedule 13E-3 to list Redwood Holdings, LLC, Redwood West Coast, LLC, Thomas Donelan, Christopher P. Hendy, Jerry L. Ruyan and Remington Capital, LLC as filing persons.

2.
We reissue comment 4 in our prior comment letter. Although it is possible that other directors or officers not affiliated with Redwood do not need to be added as filing persons
on Schedule 13E-3, your response does not provide enough relevant facts for us to make this determination. Provide an estimation of each such person’s interest in the company (as a percentage) both before and after the reverse stock split. In
addition,

 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.

where applicable, discuss any other role each such person played in initiating, structuring or financing this transaction, especially in a context other
than in their position with the company.

 RESPONSE: Set forth below are the estimated beneficial ownership holdings of the Company’s Chief Executive Officer and director, and the Company’s other executive officers, both before and after the Split Transaction. The
estimates are based on each individual’s share ownership and 46,082,085 shares of the Company’s common stock outstanding (on an as-converted basis, assuming completion of the Split Transaction) as of July 20, 2005.

 Name

Number of Shares
Beneficially
Owned Before
Split Transaction

Percent of Class
Before Split
Transaction

Number of Shares
Beneficially
Owned After
Split Transaction

Percent of Class
After Split
Transaction

 Paul Hays

1,753,701

3.8
%

1,753,701

3.8
%

 Keith Butler

—

—

—

—

 Clifford Frank

366,105

0.8
%

366,105

0.8
%

 Serge Leterme

636,938

1.4
%

636,938

1.4
%

 B. Kent Luther

31,250

0.1
%

31,250

0.1
%

 Based on the
foregoing, the Company does not believe that any of these individuals need to be added as filing persons on the Schedule 13E-3. With the exception of Mr. Hays and Mr. Leterme, each of these individuals beneficially holds, prior to the
Split Transaction, and will hold, after the Split Transaction, less than 1% of the Company’s common stock. In addition, the increase, if any, in percentage ownership of the above individuals as a result of the Split Transaction will be
negligible in each case.

 The Company further advises
the Staff that none of the foregoing individuals will contribute to the financing of the Split Transaction. None of the above individuals participated in the initiation or structuring of the transaction (other than in their capacities as
officers).

3.
We note your response to prior comment 5 that you have not included information relating to the ratio of earnings to fixed charges because the company does not have registered
debt securities or preference equity securities. Although we understand that Item 503(d) of Regulation S-K refers to registered debt securities or preference equity securities, the ratio of earnings to fixed charges required by
Item 1010(3)(3) is not limited to circumstances in which a company has registered debt securities and/or preference equity securities. Rather, Item 1010(3)(3) of Regulation M-A requires that Synbiotics present its ratio of earnings to
fixed charges “in a manner consistent with 503(d) of Regulation S-K.” The fixed charges referred to by the item requirement are not limited to those associated with registered debt or preference equity securities and should be presented in
all circumstances in which the company has any fixed charges. Please revise.

 RESPONSE: The Company acknowledges the Staff’s comment and has revised the proxy statement to include the requested disclosure as Exhibit D.

 Schedule 13E-3

 Schedule 14A

4.
Please revise page 1 to disclose that none of the directors recommending the transaction are independent and that the fairness of the transaction to unaffiliated security holders
has not been opined upon by a third party or a financial advisor.

 RESPONSE: The Company has revised the fourth paragraph on page 1 of the proxy statement to include the requested disclosure.

5.
 We note your responses to prior comment 4. However, in light of our decision to reissue prior comment 2 relating to filing persons, we are also reissuing this
prior comment, which asks you to include these persons

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as filing persons and provide the disclosure required by Regulation M-A. Similarly, we reissue prior comments 14 and 33, regarding the need to address
each filing person’s view of fairness and the disclosure required by Instruction 3 to Item 1013, respectively.

 RESPONSE: As stated in our response to comment #1 above, the Company has revised the Schedule 13E-3 to include Redwood Holdings, LLC, Redwood West
Coast, LLC, Thomas Donelan, Christopher P. Hendy, Jerry L. Ruyan and Remington Capital, LLC as filing persons. See our response to comment #2 above for an explanation of why the Company does not believe that Mr. Hays and the other members of
the management team need to be included as filing persons. With respect to the additional parties included as filing persons in response to comment #1 above, the Company has revised the proxy statement and Item 3 of the Schedule 13E-3 to
include the disclosure required by Regulation M-A to the extent not previously provided (see additional disclosure under “MANAGEMENT AND AFFILIATES”). In addition, the Company has included the requested disclosure regarding such
parties’ view of fairness of the transaction (see third bulleted disclosure under “SUMMARY TERM SHEET”) and the requested disclosure required by Instruction 3 to Item 1013 (see additional disclosure under “SPECIAL
FACTORS—Accounting Treatment of the Split Transaction.”).

6.
Refer to prior comment 7 and your response. You state that “there would be nothing material to disclose” in a section addressing the unique interests and conflicts of
interest of officers and directors in this transaction. We disagree, since some affiliates will own the company going forward, while most unaffiliated shareholders will be cashed out. We note that despite your assertion, you have added some new
language on pages 1 and 3 of the revised proxy statement; however, the new disclosure there does not clearly and concisely describe the effect of the reverse and forward stock splits as it relates to those individuals. That is, a company controlled
by directors will concentrate its ownership of the company going forward, while no longer being subject to the current federal reporting scheme and other federal securities laws that apply to public companies. In a single section in a prominent part
of the proxy statement, explicitly describe how this transaction will affect the interests of the affiliated filing persons. Your expanded disclosure should present their ownership interest going forward, assuming that all shareholders who currently
own less than 200 shares are cashed out. Where Redwood is referenced, describe the relationship between that entity and certain of the company’s directors.

 RESPONSE: The Company has moved the disclosure under the heading “Effect of the Split Transaction on the
Affiliates” to appear more prominently towards the front of the proxy statement, following the section entitled “Background.” In addition, the Company has expanded the disclosure regarding the effect of the Split Transaction on
affiliates (i) to indicate that ownership will be concentrated in the Company’s directors and their affiliates following the Split Transaction, while the Company will no longer be subject to the current federal public reporting scheme and
other federal securities laws applicable to public companies and (ii) to include the requested disclosure regarding the interests of the affiliated filing persons going forward. The Company also discloses Redwood’s relationship to two of
the Company’s directors under “INTRODUCTION” and “SPECIAL FACTORS—Background” in the proxy statement.

7.
We note our prior Comment 9 and your response. Please include the information required by Exchange Act Rule 14a-5(e). While there may be no meeting in 2006 if the company ceases
to report under the Exchange Act, the company is not private currently and may not ultimately become private.

 RESPONSE: The Company has included the requested disclosure in the proxy statement under the heading “SHAREHOLDER PROPOSALS.”

 Schedule 14A

 Introduction, p. l

8.
 We are reissuing prior comment 11 relating to expansion of disclosure in the fourth paragraph in the introduction. While we note that you have responded to the
second sentence of that paragraph and need not respond further to that portion of the comment, the remainder of your response does not provide sufficient

 3

analysis to resolve the issues raised in the comment. As a couple of examples only, your references to “self-evident,” “redundant” and
“not fully correct” are conclusory statements that do not resolve the issues raised in the comment. In addition, we could not locate the language in the introduction stating that no independent advisors were retained and that there are no
independent directors. If you are referring to the mention of the relationship between Messrs. Donelan and Hendy and Redwood, that language does not clearly articulate the point we asked you to address. Please revise.

 RESPONSE: The Company has revised
the introduction of the proxy statement to include specific language stating that none of the directors recommending the Split Transaction are independent, and the fairness of the Split Transaction has not been opined upon by any financial advisor
or other third party. The Company has also included additional disclosure explaining that Redwood West Coast, LLC and its affiliates currently control the Company and have different interests from the Company’s unaffiliated shareholders because
they will not only maintain their controlling interest in the Company, but they will control a privately held company that is not subject to the federal public reporting requirements applicable to public companies after the Split Transaction.

9.
We are reissuing prior comment 18 with respect to disclosure of the Board’s determination of the offering price. Please include the information contained in your response to
our prior comment in the proxy statement. Also, describe the analysis the Board performed to determine that the premium “represented a nice, round, fairly generous figure.” State specifically, what if any analysis it performed concerning
the future prospects of the company and its current and prospective products and services. If it performed no additional analysis other than what is stated in the response to our prior comment, so state in the proxy statement. Also, it may also be
helpful to explain the basis for the board’s decision to use a 30% premium over the average closing price for the 30 trading days ending on the day before announcement of the Split Transaction rather than a different premium, such as 25% or
35%, for example.

 RESPONSE: The
Company has included the information contained in its response to prior comment 18 in the proxy statement. The Company has disclosed that the board of directors believes that the $0.13 cash-out price adequately reflects the balancing of the costs
and benefits of being cashed out in the Split Transaction versus remaining a shareholder of the Company. The Company has also disclosed that the board did not perform any analysis other than this cost-benefit analysis. Because no additional analysis
was performed, the Company believes that it has fully complied with the Staff’s request for additional disclosure regarding these matters.

 Background, p. 4

10.
See prior comment 17 and your response. We are unclear as to what is meant by the fact that no initial contacts or negotiations occurred because Redwood controls the issuer. It
is precisely Redwood’s and its affiliates’ role in this transaction that should be described in greater detail. Simply providing dates of board actions is inadequate, without describing the catalyst for those events. In this regard, it
should be clear to security holders what is driving the timing of this Split Transaction and why the board began considering this transaction on January 7, 2005. See also Item 1013 of Regulation M-A. Also, your disclosure should be
revised to disclose the role of the affiliates in initiating and structuring the Split Transaction. Please revise.

 RESPONSE: The Company has expanded the disclosure under “Background” to explain that in the fourth quarter of 2004, the board began to
evaluate the costs and expenses that the Company would have to incur in order to comply with the new requirements under Sarbanes-Oxley. The Company has also revised the disclosure under “Reasons for the Split Transaction” to indicate that
it is undertaking to effect the Split Transaction at this time so that it can avoid becoming subject to the additional requirements under Section 404 before they would become applicable to the Company in 2006, and before the Company would have
to make the expenditures necessary to be in compliance with these requirements. In addition, the Company has included disclosure under “Background” indicating that Redwood West Coast, LLC and the other Affiliates participated in the
initiat