The original prototype RatCAP PET scanner for conscious rat brain imaging has undergone a redesign of most major components resulting in a distinct 2 nd-generation instrument. While maintaining the same field of view (38 mm diameter, 18 mm axial) and similar overall architecture, the new design allows for longer crystals to provide approximately a factor of 2 increase in coincidence sensitivity with a minimal increase in size and weight. The front-end electronics ASIC has been significantly upgraded, featuring programmable amplifier gains, lower noise, differential digital communication (LVDS), and selectable energy window modes and analog outputs for debugging. The rigid-flex circuit interconnecting the 12 blocks is now more mechanically stable and draws less power which minimizes APD gain shifts. The downstream time-stamp and signal processing module (TSPM) has been modified to be compatible with the new ASICs and further includes DACs for threshold control, twice as many inputs, and a doubling of data throughput capacity. The user interface and data acquisition software is in Labview, and data processing and image reconstruction software is being further developed to maximize imaging accuracy for quantitative neuroscience studies. Finally, a new mechanical support system has been constructed to improve the rat's tolerance of the scanner. Preliminary data indicate improved energy and time resolution compared to the 1st-generation prototype and first images of the rat brain while conscious have been obtained.