<PAGE>  1
	
As filed with the Securities and Exchange Commission on March 20, 1998         
                                               	      Registration No. 333-    

	                   SECURITIES AND EXCHANGE COMMISSION
	                        Washington, D.C.  20549
	                       

	                                FORM S-8
	                         REGISTRATION STATEMENT
	                                 UNDER
	                       THE SECURITIES ACT OF 1933
	                       

	                       PETCO ANIMAL SUPPLIES, INC.
	          (Exact name of registrant as specified in its charter)

	Delaware                                      33-0479906
(State or other jurisdiction                       (I.R.S. Employer 
of incorporation or organization)                 Identification No.)
	
                                    ----------
   	                           9125 Rehco Road
	                     San Diego, California 92121
	                           (619) 453-7845
                    (Address of principal executive offices, 
                    including zip code, and telephone number)

	              PETCARE PLUS, INC. 1989 STOCK OPTION PLAN 
	                             -----------

                                                        Copies to:
       	BRIAN K. DEVINE                       THOMAS A. EDWARDS, ESQ.
	    Chairman, President                         Latham & Watkins 
	and Chief Executive Officer                      701 "B" Street 
	      9125 Rehco Road                              Suite 2100
	San Diego, California 92121               San Diego, California 92101
	      (619) 453-7845                             (619) 236-1234
(Name, address, including zip code, and 
 telephone number, including area code, 
          of agent for service)
	

                       CALCULATION OF REGISTRATION FEE
<TABLE>
=====================================================================================================
<S>                                <C>               <C>                <C>                <C>
      	                         Amount       Proposed Maximum    Proposed Maximum       Amount of
Title of Securities             to be 		      Offering Price     Aggregate Offering   Registration 
to be Registered               Registered(1)     Per Share(2)            Price             Fee
----------------------------------------------------------------------------------------------------
Common Stock, $.0001 par         188,344           $17.32             $3,262,118         $962.33
       value  . . . .
=====================================================================================================
</TABLE>

(1)	Pursuant to the merger of PetCare Plus, Inc. ("PetCare") with and
      into Petco Animal Supplies, Inc. (the "Company"), the Company has
      assumed all outstanding options to purchase PetCare common stock
      under the PetCare Plus, Inc. 1989 Stock Option Plan.  In accordance 
      with the merger, such outstanding options to purchase PetCare common
      stock under the 1989 Stock Option Plan now represent outstanding
      options to purchase 188,344 shares of Common Stock of the Company.
      Only such 188,344 shares of common stock of the Company are being
      registered hereunder.
(2)	Estimated solely for purposes of calculating the registration fee.
      Pursuant to Rule 457(h), the Proposed Maximum Offering Price Per
      Share is based on the average of the high and low prices for the
      Company's Common Stock as reported on The Nasdaq National Market on
      March 17,1998.
===========================================================================  
                               Page 1 of 28 
                          Exhibit Index on Page 7


<PAGE>  2
                                 Part I

Item 1.	Plan Information.

	Not required to be filed with this Registration Statement.

Item 2.	Registrant Information and Employee Plan Annual Information.

	Not required to be filed with this Registration Statement.


	                           Part II

Item 3.	Incorporation of Documents by Reference.

	The following documents filed with the Securities and Exchange      
Commission (the "Commission") by Petco Animal Supplies, Inc., a Delaware 
corporation (the "Company"), are hereby incorporated by reference in this 
Registration Statement:

	(a)	Annual Report on Form 10-K for the fiscal year ended February
            1, 1997;

	(b)	Quarterly Report on Form 10-Q for the quarter ended May 3,
            1997;

	(c)	Quarterly Report on Form 10-Q for the quarter ended August 2,
            1997;

	(d)	Quarterly Report on Form 10-Q for the quarter ended November 1,
            1997;

	(e)	All other reports filed pursuant to Section 13(a) or 15(d) of
            the Exchange Act since the end of the Company's fiscal year
            ended February 1, 1997;

	(f)	The description of the Common Stock set forth in the
            Registration Statement on Form 8-A dated February 28, 1994, as
            amended by the Company's Form 8-A/A dated March 15, 1994.

	All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 
15(d) of the Exchange Act after the date this Registration Statement is filed 
with the Commission and prior to the filing of a post-effective amendment which 
indicates that all securities offered have been sold or which deregisters all 
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part of it from the respective dates 
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified 
or superseded for purposes of this Registration Statement to the extent that a 
statement contained herein or in any other subsequently filed document which 
also is or is deemed to be incorporated by reference herein modifies or 
supersedes such statement.  Any such statement so modified or superseded shall 
not be deemed, except as so modified or superseded, to constitute a part of 
this Registration Statement.


<PAGE>  3
Item 4.	 Description of Securities.

	Not applicable.

Item 5.	 Interests of Named Experts and Counsel.

	Not applicable.

Item 6.	 Indemnification of Directors and Officers.

	Under Section 145 of the Delaware General Corporation Law, the   Company 
has broad powers to indemnify its directors and officers against liabilities 
they may incur in such capacities, including liabilities under the Securities 
Act.

	The Company's Amended and Restated Certificate of Incorporation and 
Amended and Restated Bylaws provide that the Company will indemnify its 
directors and officers to the fullest extent permitted by Delaware law.  
Delaware law permits, but does not require, a corporation to indemnify officers,
directors, employees or agents and expressly provides that the indemnification 
provided for under Delaware law shall not be deemed exclusive of any 
indemnification right under any bylaw, vote of stockholders or disinterested 
directors, or otherwise.  Delaware law permits indemnification against expenses 
and certain other liabilities arising out of legal actions brought or threatened
against such persons for their conduct on behalf of the Company, provided that 
each such person acted in good faith and in a manner that he or she reasonably 
believed was in or not opposed to the Company's best interests and in the case 
of a criminal proceeding, had no reasonable cause to believe his or her conduct 
was unlawful.  Delaware law does not allow indemnification of directors in the 
case of an action by or in the right of the Company (including stockholder 
derivative suits) unless the directors successfully defend the action or 
indemnification is ordered by the court.

	The Company has entered into indemnification agreements with certain 
officers and directors to effectuate these indemnity provisions.

Item 7.	 Exemption from Registration Claimed.

	Not applicable.

Item 8.	 Exhibits.

	See Exhibit Index on page 7 hereof.

Item 9.	 Undertakings.

	(a)	The undersigned Registrant hereby undertakes:

		(1)	To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;


<PAGE> 4
                  (i)	To include any prospectus required by Section 10(a)(3) 
of the Securities Act;

			(ii)	To reflect in the prospectus any facts or events arising 
after the effective date of this Registration Statement (or the most recent 
post-effective amendment hereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in this Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of 
securities offered would not exceed that which was registered) and any deviation
from the low or high and of the estimated maximum offering range may be 
reflected in the form of prospectus filed with the Commission pursuant to Rule 
424(b) if, in the aggregate, the changes in volume and price represent no more 
than 20 percent change in the maximum aggregate offering price set forth in the 
"Calculation of Registration Fee" table in the effective Registration Statement;

			(iii)	To include any material information with respect to the 
plan of distribution not previously disclosed in this Registration Statement or 
any material change to such information in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and 
(a)(1)(ii) above do not apply if the information required to be included in a 
post-effective amendment by those paragraphs is contained in periodic reports 
filed with or furnished to the Commission by the Registrant pursuant to Section 
13 or 15(d) of the Exchange Act that are incorporated by reference in this 
Registration Statement.

		(2)	That, for the purpose of determining any liability under the 
Securities Act, each such post-effective amendment shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

		(3)	To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

	(b)	The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the 
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange 
Act (and, where applicable, each filing of an employee benefit plan's annual 
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by 
reference in this Registration Statement shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.

	(c)	Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Commission such 
indemnification is against public policy as expressed in the Securities Act and 
is, therefore, unenforceable.  In the event that a claim for indemnification 
against such liabilities (other than the payment by the Registrant of expenses 
incurred or paid by a director, officer or controlling person of the Registrant 
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being 
registered, the 
Registrant will, unless in the opinion of its counsel the matter has been 


<PAGE>  5
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public 
policy as expressed in the Securities Act and will be governed by the final 
adjudication of such issue.


<PAGE>  6
	                        SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of San Diego, State of California, on March 18, 1998.
    
	        					PETCO ANIMAL SUPPLIES, INC.


		         				By:/s/ BRIAN K. DEVINE	                             
	                                    ------------------------ 
				      			 Brian K. Devine
					       		 Chairman, President and
                                                   Chief Executive Officer

	                     POWER OF ATTORNEY

	Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.  Each person whose signature appears 
below hereby authorizes Brian K. Devine and Richard C. St. Peter, and either of 
them, with full power of substitution and resubstitution, as his true and lawful
attorneys-in-fact, for him in any and all capacities, to sign any amendments 
(including post-effective amendments or supplements) to this Registration 
Statement and to file the same, with exhibits thereto, and other documents in 
connection therewith, with the Securities and Exchange Commission.



	Signature                            Title                Date 
      ---------	                         -----                ----
/s/ BRIAN K. DEVINE	      Chairman, President and	       March 18, 1998
-------------------           Chief Executive Officer
Brian K. Devine               (Principal Executive Officer)

/s/ RICHARD C. ST. PETER      Executive Vice President,	 March 18, 1998
------------------------      Chief Financial Officer and
Richard C. St. Peter          Secretary (Principal Financial 
                              Officer)

/s/ JAMES M. MYERS            Senior Vice President,         March 18, 1998
------------------		Finance (Principal Accounting	
James M. Myers                Officer)


/s/ RICHARD J. LYNCH, JR.	Director	                   March 18, 1998
-------------------------	
Richard J. Lynch, Jr.


/s/ ANDREW G. GALEF	      Director	                   March 18, 1998 
-------------------
Andrew G. Galef


/s/ JIM F. MCCANN		      Director                       March 18, 1998
-----------------
Jim F. McCann


/s/ PETER M. STARRETT		Director                       March 18, 1998
---------------------
Peter M. Starrett


<PAGE>  7


	                          EXHIBIT INDEX

	The following exhibits are filed as part of this Registration Statement on 
Form S-8 or are incorporated herein by reference.

Exhibit No.                                                         Page
-----------                                                         ----
4.1         Amended and Restated Certificate of Incorporation,      ---
            as amended. (Incorporated by reference to Exhibit 3.1
            to the Company's Registration Statement on Form S-4
            (No. 333-14699) filed on October 23, 1996, as amended 
            by Amendment No. 1 filed with the Commission on 
            November 20, 1996.)

4.2         Amended and Restated Bylaws. (Incorporated by           ---
            reference to Exhibit 3.2 to the Company's Registration
            Statement on Form S-1 (No. 33-74094) filed on 
            January 13, 1994, as amended by Amendment No. 1 
            filed with the Commission on February 24, 1994 
            and Amendment No.2 filed with the Commission on 
            March 11, 1994.)

4.3         The PetCare Plus, Inc. 1989 Stock Option Plan            8
            (the "1989 Stock Option Plan").

4.4         Form of Incentive Stock Option Agreement under          17
            the 1989 Stock Option Plan.

4.5         Form of Nonqualified Stock Option Agreement under       21
            the 1989 Stock Option Plan.

5.1         Opinion of Latham & Watkins.                            25

23.1        Consent of KPMG Peat Marwick LLP.                       27

23.2        Consent of Arthur Andersen, LLP.                        28

23.3        Consent of Latham & Watkins (included in Exhibit 5.1   --- 
            hereto).         

24.1        Power of Attorney (included on the signature page      ---
            hereto).


<PAGE> 8                                                                       
                                                                EXHIBIT 4.3 


                                 RESTATED

                            PETCARE PLUS, INC.

                          1989 STOCK OPTION PLAN


1.	Purposes of the Plan.	The purposes of this Stock Option Plan are to 
attract and retain the best available personnel for positions of substantial 
responsibility, to provide additional incentive to the Employees and Consultants
of the Company and to promote the success of the Company's business.

Options granted hereunder may be either Incentive Stock Options or Nonstatutory 
Stock Options, at the discretion of the Board and as reflected in the terms of 
the written option agreement.

2. Definitions.  As used herein, the following definitions shall apply:

(a)	"Board" shall mean the Committee, if one has been appointed, or the Board 
of Directors of the Company, if no Committee is appointed.

(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(c) "Common Stock" shall mean the Common Stock of the Company.

(d) "Company" shall mean PetCare Plus, Inc., a Delaware corporation.

(e) "Committee" shall mean the Committee appointed by the Board of Directors in 
accordance with paragraph (a) of Section 4 of the Plan, if one is appointed.

(f) "Consultant" shall mean any person who is engaged by the Company or any 
Subsidiary to render consulting services and is compensated for such consulting 
services or any other person determined by the Board to have performed services 
for or on behalf of the Company which merits the grant of an Option, and any 
director of the Company whether compensated 
for such services or not; provided that if and in the event the Company 
registers any class of any equity security pursuant of Section 12 of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the term 
Consultant shall thereafter not include directors who are not compensated for 
their services or are paid only a director's fee by the Company.

(g) "Continuous Status as an Employee" shall mean the absence of any 
interruption or termination of service as an Employee.  Continuous Status as an 
Employee shall not be considered interrupted in the case of sick leave, military
leave, or any other leave of absence approved by the Board; provided that such 
leave is for a period of not more than 90 days or reemployment upon the 
expiration of such level is guaranteed by contract or 
statute.

(h) "Employee" shall mean any person, including officers and directors, employed
by the Company or any Parent or Subsidiary of the Company.  The payment of a 
director's fee by the Company shall not be sufficient to constitute "employment"
by the Company.


<PAGE>  9
(i) "Incentive Stock Option" shall mean an Option intended to qualify as an 
incentive stock option within the meaning of Section 422 of the Code.

(j) "Nonstatutory Stock Option" shall mean an Option not intended to qualify as 
an Incentive Stock Option.

(k) "Option" shall mean a stock option granted pursuant to the Plan.

(l) "Optioned Stock" shall mean the Common Stock subject to an Option.

(m) "Optionee" shall mean an Employee or Consultant who receives an Option.

(n) "Parent" shall mean a "parent corporation", whether now or hereafter 
existing, as defined in Section 424(e) of the Code.

(o) "Plan shall mean this 1989 Stock Option Plan.

(p) "Share shall mean a share of the Common Stock, as adjusted in accordance 
with Section 12 of the Plan.

(q) "Subsidiary" shall mean a "subsidiary corporation", whether now or hereafter
existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan.  Subject to the provisions of Section 12 of the 
Plan, the maximum aggregate number of shares which may be optioned and sold 
under the Plan is 1,260,000 shares of Common Stock (402,010 after the 
contemplated one for 3.134249 reverse split of the Common Stock).  The Shares 
may be authorized, but unissued or reacquired Common Stock.

If an Option should expire or become unexercisable for any reason without having
been exercised in full, the unpurchased Shares which were subject thereto shall,
unless the Plan shall have been terminated, become available for future grant 
under the Plan.  Notwithstanding any other provision of 
the Plan, shares issued under the Plan and later repurchased by the Company 
shall become available for future grant or sale under the Plan.

4. Administration of the Plan.

(a)	Procedure.  The Plan shall be administered by the Board of Directors of 
the Company.

(i)	Subject to subparagraph (ii), the Board of Directors may appoint a 
Committee consisting of not less than two members of the Board of Directors to 
administer the Plan on behalf of the Board of Directors, subject to such terms 
and conditions as the Board of Directors may prescribe.  Once appointed, the 
committee shall continue to serve until otherwise directed by the Board of 
Directors.  Members of the Board who are either eligible for Options or have 
been granted Options may vote on any matters affecting the administration of the
Plan or the grant of any Options pursuant to the Plan, except that no such 
member shall act upon the granting of an Option to himself, but any such member 
may be counted in determining the existence of a quorum at any meeting of the 
Board during which action is taken with respect to the granting of Options to 
him.


<PAGE> 10
(ii)	Notwithstanding the foregoing subparagraph (i), if in any event the 
Company registers any class of any equity security pursuant to Section 12 of the
Exchange Act, from the effective date of such registration (the "Effective 
Date"), until six months after the termination of such registration (the 
"Termination Date"), any grants of options to officers or directors shall only 
be made by the Board of Directors; provided, however, 
that if any of the members of the Board of Directors are eligible to participate
in this Plan or otherwise are not "disinterested persons" as that term is 
defined by Rule 16(c)(2)(i) under the Exchange Act, any grants of options to 
officers or directors of the Company must be made by, or only in accordance with
the recommendation of, a Committee consisting of two or more directors, 
appointed by the Board of Directors and having full 
authority to act in the matter, each of whom is a "disinterested person."  Once 
appointed, the Committee shall continue to serve until otherwise directed by the
Board of Directors.

(iii)	Subject to the foregoing subparagraphs (i) and (ii), from time to time the
Board of Directors may increase the size of the Committee and appoint additional
members thereof, remove members (with or without cause) and appoint new members 
in substitution therefor, fill vacancies however caused, or remove all members 
of the Committee and thereafter directly administer the Plan. 
				
(b) Powers of the Board.  Subject to the provisions of the Plan, the Board shall
have the authority, in its discretion: (i) to grant Incentive Stock Options or 
Nonstatutory Stock Options; (ii) to determine upon review of relevant 
information and in accordance with Section 8(b) of the Plan, the fair market 
value of the Common Stock; (iii) to determine the exercise price per share of 
Options to be granted, which exercise price shall be 
determined in accordance with Section 8(a) of the Plan; (iv) to determine the 
Employees or Consultants to whom, and the time or times at which, Options shall 
be granted and the number of shares to be represented by each Option; (v) to 
interpret the Plan; (vi) to prescribe, amend and rescind rules and regulations 
relating to the Plan; (vii) to determine the terms and provisions of each Option
granted (which need not be identical) 
and, with the consent of the holder thereof, modify or amend each Option; (viii)
to accelerate or defer (with the consent of the Optionee) the exercise date of 
any Option, consistent with the provisions of Section 5 of the Plan; (ix) to 
authorize any person to execute on behalf of the Company any instrument required
to effectuate the grant of an Option previously granted by the Board; and (x) to
make all other determinations deemed 
necessary or advisable for the administration of the Plan.

(c)	Effect of Board's Decision.	 All decisions, determinations and 
interpretations of the Board shall be final and binding on all Optionees and any
other holders of any Options granted under the Plan.

5. Eligibility.

(a) Options may be granted only to Employees and Consultants.  Incentive Stock 
Options may be granted only to Employees.  An Employee or Consultant, who has 
been granted an Option may, if he is otherwise eligible, be granted an 
additional Option or Options.

(b)	To the extent that the aggregate fair market value of Common Stock with 
respect to which Incentive Stock Options are exercisable for the first time by 
any Optionee during any calendar year (under all plans of the Company or any 
Parent or Subsidiary) exceeds $100,000, such Incentive Stock Options shall be 
treated as Nonstatutory Stock Options.


<PAGE> 11
(c)	Section 5(b) of the Plan shall apply only to an Incentive Stock Option 
evidenced by an "Incentive Stock Option Agreement" which sets forth the 
intention of the Company and the Optionee that such Option shall qualify as an 
incentive stock option.  Section 5(b) of the Plan shall not apply to any Option 
evidenced by a "Nonstatutory Stock Option Agreement" 
which sets forth the intention of the Company and the Optionee that such Option 
shall be a Nonstatutory Stock Option.

(d)	The Plan shall not confer upon any Optionee any right with respect to 
continuation of employment or consulting relationship with the Company, nor 
shall it interfere in any way with his right or the Company's right to terminate
his employment or consulting relationship at any time.

6.	Term of Plan.  The Plan shall become effective upon the earlier to occur 
of its adoption by the Board of Directors or its approval by the stockholders of
the Company as described in Section 18 of the Plan.  It shall continue in effect
for a term of ten (10) years unless sooner terminated under Section 14 of the 
Plan.

7.	Term of Option.  The term of each Incentive Stock Option shall be ten (10) 
years from the date of grant thereof or such shorter term as may be provided in 
the Incentive Stock Option Agreement.  The term of each Option that is not an 
Incentive Stock Option shall be determined by the Board and set forth in the 
Option Agreement.  However, in the case of an Incentive Stock Option granted to 
an Optionee who, at the time the Incentive Stock Option is granted, owns stock 
representing more than ten percent (10%) of the voting power of all classes of 
stock of the Company or any Parent or Subsidiary, the term of the Incentive 
Stock Option shall be five (5) years from the date of grant thereof or such 
shorter time as may be provided in the Incentive Stock Option Agreement. 	

8.	Exercise Price and Consideration.	

(a)	Exercise Price.  The per Share exercise price for the Shares to be issued 
pursuant to exercise of an Option shall be such price as is determined by the 
Board, but shall be subject to the following:

(i) In the case of an Incentive Stock Option

(A)  granted to an Employee who, at the time of the grant of such Incentive 
Stock Option, owns stock representing more than ten percent (10%) of the voting 
power of all classes of stock of the Company or any Parent or Subsidiary, the 
per Share exercise price shall be no less than one hundred ten percent (110%) of
the fair market value per Share on the date of grant.

(B)  granted to any other Employee, the per Share exercise price shall be no 
less than one hundred percent (100%) of the fair market value per Share on the 
date of grant.

(ii) In the case of an Option granted on or after the effective date of 
registration of any class of equity security of the Company pursuant to Section 
12 of the Exchange Act and prior to six months after the termination of such 
registration, the per Share exercise price shall be no less than one hundred 
percent (100%) of the fair market value per Share 
on the date of grant.

(iii) In the case of Non-Statutory Stock Options, at any price per share 
determined by the Board.


<PAGE> 12
(b)	Fair Market Value.   The fair market value shall be determined by the 
Board in its discretion exercised in good faith; provided, however, that where 
there is a public market for the Common Stock, the fair market value per Share 
shall be the mean of the bid and asked prices (or the closing price per share if
the Common Stock listed on that National Association of 
Securities Dealers Automated Quotation ("NASDAQ") National Market System) of the
Common Stock for the date of grant, as reported in The Wall Street Journal  (or,
if not so reported, as otherwise reported by the NASDAQ System) or, in the event
the Common Stock is listed on a stock exchange, the fair market value per Share 
shall be the closing price on such exchange on the date of grant of the Option, 
as reported in The Wall Street Journal.

(c)	Form of Consideration.	The consideration to be paid for the Shares to be 
issued upon exercise of an Option, including the method of payment, shall be 
determined by the Board and may consist entirely of cash, check, other Shares of
Common Stock having a fair market value on the date of surrender equal to the 
aggregate exercise price of the Shares as to which said option shall be 
exercised, or any combination of such methods of payment, or such other 
consideration and method of payment for the issuance of Shares to the extent 
permitted under Sections 152, 153 and 157 of the Delaware General Corporation 
Code.  In making its determination as to the type of consideration to accept, 
the Board shall consider if acceptance of such consideration may be reasonably 
expected to benefit the Company.

9.  Exercise of Option; Procedure for Exercise; Rights as a Stockholder.  Any 
option granted hereunder shall be exercisable at such times and under such 
conditions as determined by the Board, including performance criteria with 
respect to the Company and/or the Optionee, and as shall be 
permissible under the terms of the Plan.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of such exercise 
in the form required by the Nonstatutory or Incentive Stock Option Agreement has
been given to the Company in accordance with the terms of the Option by the 
person entitled to exercise the Option and full payment for the Shares with 
respect to which the Option is exercised has been received by the Company.  Full
payment may, as authorized by the Board, consist of any consideration and method
of payment allowable under Section 8(c) of the Plan.  Until the issuance (as 
evidenced by the appropriate entry on the books of the Company or of a duly 
authorized transfer agent of the Company) of the stock certificate evidencing 
such Shares, no right to vote or receive dividends or any other rights as a 
stockholder shall exist with respect to the Optioned Stock, notwithstanding the 
exercise of the Option.  The Company shall issue (or cause to be issued) such 
stock certificate promptly upon exercise of the Option.  No adjustment will be 
made for a dividend or other right for which the record date is prior to the 
date the stock certificate is issued, except as provided in Section 12 of the 
Plan.

Exercise of an Option in any manner shall result in a decrease in the number of 
Shares which thereafter may be available, both for purposes of the Plan and for 
purchase under the Option, by the number of Shares as to which the Option is 
exercised.

10. Certain Events Affecting Exercisability of Incentive Stock Options.  

(a)  Termination of Status as an Employee.  With respect to Incentive Stock 
Options, in the event of termination of an Optionee's Continuous Status as an 
Employee, such Optionee may, but only within sixty (60) days (or such other 
period of time not exceeding three (3) months as is determined by the Board, 
with such determination being made at the time of grant of the Option) after 
such event of termination of an Optionee's Continuous Status as an Employee (but
in no event later than the date of expiration of the term of such Incentive 


<PAGE> 13
Stock Option as set forth in the Incentive Stock Option Agreement), exercise his
Incentive Stock Option to the extent that 
he was entitled to exercise it at the date of such termination.  To the extent 
that he was not entitled to exercise the Incentive Stock Option at the date of 
such termination, or if he does not exercise such Incentive Stock Option (which 
he was entitled to exercise) within the time specified herein, the Incentive 
Stock Option shall terminate.

(b)	Disability of Optionee.  With respect to Incentive Stock Options, 
notwithstanding the provision of Section 10(a) above, in the event of 
termination of an Optionee's Continuous Status as an Employee as a result of his
total and permanent disability (as defined in Section 22(e)(3) 
of the Code), he may, but only within six (6) months (or such other period of 
time not exceeding twelve (12) months as is determined by the Board, with such 
determination being made at the time of grant of the Incentive Stock Option) 
from the date of termination (but in no event later than 
the date of expiration of the term of such Incentive Stock Option as set forth 
in the Incentive Stock Option Agreement), exercise his Incentive Stock Option to
the extent he was entitled to exercise it at the date of such termination.  To 
the extent that he was not entitled to exercise 
the Incentive Stock Option at the date of termination, or if he does not 
exercise such Incentive Stock Option (which he was entitled to exercise) within 
the time specified herein, the Incentive Stock Option shall terminate.

(c)	Death of Optionee.  With respect to Incentive Stock Options, in the event 
of the death of an Optionee:

(i)  who is at the time of his death an Employee of the Company and who shall 
have been in Continuous Status as an Employee since the date of grant of the 
Incentive Stock Option, the Incentive Stock Option may be exercised, at any time
within nine (9) months following the date of death (but in no event later than 
the date of expiration of the term of such Incentive Stock Option as set forth 
in the Incentive Stock Option Agreement), by the 
Optionee's estate or by a person who acquired the right to exercise the 
Incentive Stock option by bequest or inheritance, but only to the extent of the 
right to exercise that would have accrued had the Optionee continued living and 
remained in Continuous Status as an Employee six (6) months after the date of 
death, subject to the limitation set forth in Section 5(b); or

(ii) which occurs within sixty (60) days (or such other period of time not 
exceeding three (3) months as is determined by the Board, with such 
determination being made at the time of grant of the Incentive Stock Option) 
after the termination of Continuous Status as an Employee, the Incentive Stock 
Option may be exercised, at any time within nine (9) months 
following the date of death (but in no event later than the date of expiration 
of the term of such Incentive Stock Option as set forth in the Incentive Stock 
Option Agreement), by the Optionee's estate or by a person who acquired the 
right to exercise the Incentive Stock Option by bequest or inheritance, but only
to the extent of the right to exercise that had accrued at the date of 
termination.

11.  Non-Transferability of Incentive Stock Options.  No Incentive Stock Option 
may be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be 
exercised, during the lifetime of the Optionee, only by the Optionee.

12.  Adjustments Upon Changes in Capitalization or Merger.  Subject to any 
required action by the stockholders of the Company, the number of shares of 
Common Stock covered by each outstanding Option, and the number of shares of 
Common Stock which have been authorized for issuance under the Plan but as to 
which no Options have yet been granted or which have been returned to the Plan 
upon cancellation or expiration of an Option, as well as the price per share of 


<PAGE> 14
Common Stock covered by each such outstanding Option, shall be proportionately 
adjusted for any increase or decrease in the number of 
issued shares of Common Stock resulting form a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common Stock, or any 
other increase or decrease in the number of issued shares of Common Stock 
effected without receipt of consideration by the Company; provided, 
however, that conversion of any convertible securities of the Company shall not 
be deemed to have been "effected without receipt of consideration."  Such 
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive.  Except as expressly provided herein, no 
issuance by the Company of shares of stock of any class, or securities 
convertible into shares of stock of any class, shall affect, and no adjustment 
by reason thereof shall be made with respect to, the number or price of shares 
of Common Stock subject to an Option.

In the event of the proposed dissolution or liquidation of the Company, the 
Option will terminate immediately prior to the consummation of such proposed 
action, unless otherwise provided by the Board.  The Board may, in the exercise 
of its sole discretion in such instances, declare that any Option shall 
terminate as of a date fixed by the Board and give each Optionee the right to 
exercise his Option as to all or any part of the Optioned Stock, including 
Shares as to which the Option would not otherwise be exercisable.  In the event 
of a proposed sale of all or substantially all of the assets of the Company, or 
the merger of the Company with or into another corporation, the Option shall be 
assumed or an equivalent option shall be substituted by such successor 
corporation or a parent or subsidiary of such successor corporation.  Unless the
option agreement granting an Option to an Optionee specifically provides 
otherwise, in the event that such successor corporation refuses to assume the 
Option or to substitute an equivalent option, the Board shall, in lieu of such 
assumption or substitution, provide for the Optionee to have the right to 
exercise the Option as to all of the Optioned Stock, including Shares as to 
which the Option would not otherwise be exercisable.  The board shall give 
written notice to each holder of an Option of the pendency of the sale of 
substantially all of the assets of the Company, a merger involving the Company 
or the dissolution or liquidation of the Company not less than ten days prior to
such transaction.  If the Board makes an Option fully 
exercisable in lieu of assumption or substitution in the event of a merger or 
sale of assets, the Board shall notify the Optionee that the Option shall be 
fully exercisable for a period of thirty (30) days from the date of such notice,
and the Option will terminate upon the expiration of such period.

13.  Time of Granting Options.  The date of grant of an Option shall, for all 
purposes, be the date on which the Board makes the determination granting such 
Option.  Notice of the determination shall be given to each Employee or 
Consultant to whom an Option is so granted within a reasonable time after the 
date of such grant.

14.  Amendment and Termination of the Plan.

(a)  Amendment and Termination.  The Board may amend or terminate the Plan from 
time to time in such respects as the Board may deem advisable; provided that the
following revisions or amendments shall require approval of the stockholders of 
the Company in the manner described in Section 18 of the Plan:

(i)  any increase in the number of Shares subject to the Plan, other than in 
connection with an adjustment under Section 12 of the Plan;

(ii) any change in the designation of the class of persons eligible to be 
granted Options; or     

(iii)if the Company has a class of equity securities registered under Section 12
of the Exchange Act at the time of such revision or amendment, any material 
increase in the benefit accruing to participants under the Plan.

(b)  Stockholder Approval.  If any amendment requiring stockholder approval 


<PAGE> 15
under Section 14(a) of the Plan is made subsequent to the first registration of 
any class of equity securities by the Company under Section 12 of the Exchange 
Act, such stockholder approval shall be solicited as 
described in Section 18 of the Plan.

(c)  Effect of Amendment or Termination.  Any such amendment or termination of 
the plan shall not affect Options already granted and such Options shall remain 
in full force and effect as if this Plan had not been amended or terminated, 
unless mutually agreed otherwise between the Optionee and the 
Board, which agreement must be in writing and signed by the Optionee and the 
Company.

15.  Conditions Upon Issuance of Shares.  Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all 
relevant provisions of law, including, without limitation, the 
Securities Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange 
upon which the Shares may then be listed, and shall be further subject to the 
approval of counsel for the Company with respect to such compliance.

As a condition to the exercise of an Option, the Company may require the person 
exercising such Option to represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and without any present 
intention to sell or distribute such Shares if, in the opinion of counsel for 
the Company, such a representation is required by any of the aforementioned 
relevant provisions of law.

16.  Reservation of Shares.  The Company, during the term of this Plan, will at 
all times reserve and keep available such number of Shares as shall be 
sufficient to satisfy the requirements of the Plan.

The inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, shall relieve the 
Company of any liability in respect of the failure to issue or 
sell such Shares as to which such requisite authority shall not have been 
obtained.

17.  Option Agreement.  Options shall be evidenced by written option agreements 
in such form as the Board shall approve.

18.  Stockholder Approval.

(a)  Continuance of the Plan shall be subject to approval by the stockholders of
the Company within twelve (12) months before or after the date the Plan is 
adopted.  If such stockholder approval is obtained at a duly held stockholders' 
meeting, it must be obtained by the affirmative vote of the holders of a 
majority of the outstanding shares of the Company, or if such stockholder 
approval is obtained by written consent, it must be obtained by the written 
consent of the holders of a majority of the outstanding shares of the Company; 
provided, however, that approval at a meeting or by written consent may be 
obtained by a lesser degree of stockholder approval if the Board determines, in 
its discretion after consultation with the Company's legal counsel, that such a 
lesser degree of stockholder approval will comply with all applicable laws and 
will not adversely
affect the qualification of the Plan under Section 422 of the Code.

(b)  If and in the event that the Company registers any class of equity 
securities pursuant to Section 12 of the Exchange Act, any required approval of 
the stockholders of the Company obtained after such registration shall be 
solicited substantially in accordance with Section 14(a) of the Exchange Act and
the rules and regulations promulgated thereunder.

19.  Gender Reference.  The words "he", "him" or "his" shall be deemed to 
include the feminine and neuter gender of such words.


<PAGE> 16
Adopted by the Board of Directors of the Company on June 1, 1994, and approved 
by the stockholders of the Company on June 1, 1994.




                                               /s/ STEVEN L. JESKE       
                                               ------------------- 
                                               Steven L. Jeske, Secretary  



<PAGE> 17                                                                      
                               EXHIBIT 4.4



         ASSUMPTION AND AMENDMENT OF INCENTIVE STOCK OPTION AGREEMENT


	This Assumption and Amendment of Incentive Stock Option Agreement 
("Agreement") is entered into effective as of November 1, 1997 ("Effective 
Date") by and between Petco Animal Supplies, Inc., a Delaware corporation 
("Company") and __________________ ("Optionee"), with reference to the following
facts:

	A.	WHEREAS, PetCare Plus, Inc., a Delaware corporation ("PetCare") has 
merged with and into the Company ("Merger") pursuant to that certain Agreement 
and Plan of Merger dated October 20, 1997 ("Merger Agreement"); and

	B.	WHEREAS, pursuant to the Merger Agreement, the Company assumed all 
vested and unvested outstanding options ("PetCare Options") to purchase PetCare 
common stock under the PetCare 1989 Stock Option Plan ("Plan"), which Plan was 
assumed by the Company pursuant to the Merger, and pursuant to such assumption 
of PetCare Options, such options were deemed to be options to purchase the 
common stock, $0.0001 par value, of the Company ("Company Common Stock") in 
accordance with the terms of the Merger Agreement; and

	C.	WHEREAS, prior to the Merger, Optionee was the holder of PetCare 
Options pursuant to that certain Second Amended and Restated Incentive Stock 
Option Agreement between Optionee and PetCare dated _______________(the "PetCare
Option Agreement"); and

	D.	WHEREAS, the parties desire to amend and restate the PetCare Option 
Agreement in its entirety to reflect the terms and conditions relating to the 
Company's assumption of the PetCare Options as described in the Merger 
Agreement.

	NOW THEREFORE, in consideration of the mutual covenants and premises 
contained herein and for other good and valuable consideration, the receipt and 
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

	1.	Assumption of Option; Vesting.  The Company hereby assumes the 
option granted to Optionee pursuant to the PetCare Option Agreement (the 
"Option") which, pursuant to the terms of the Merger Agreement, is exercisable 
to purchase up to an aggregate of __________ shares of Company Common Stock 
("Option Shares"), which number of Option Shares is subject to adjustment as 
provided in Section 3 below, and further provided that the Option is subject to 
the terms of the Plan, the provisions of which are incorporated herein by 
reference.  The foregoing option to purchase the Option Shares shall vest in 
accordance with the following restated vesting schedule:
		
         DATE				NUMBER OF OPTION SHARES VESTED
         ___________			_______________
         ___________			_______________
         ___________			_______________			

	2.	Exercise Price and Consideration.  The per share exercise price 
("Exercise Price") shall be $_________, subject to adjustment as provided in 
Section 3 below.


<PAGE> 18
		2.1	Form of Consideration.  The consideration to be paid for the 
Option Shares to be issued upon exercise of the Option, including the method of 
payment, shall be determined by the Company's Board of Directors and may consist
entirely of cash, check, other shares of Company Common Stock having a fair 
market value on the date of surrender equal to the aggregate exercise price of 
the Option Shares as to which said Option shall be exercised, or any combination
of such methods of payment, or such other consideration and method of payment 
for the issuance of Option Shares to the extent permitted under Sections 150, 
153, and 157 of the Delaware General Corporation Law.  In making its 
determination as to the type of consideration to accept, the Board of Directors 
shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company.

		2.2	Fair Market Value.  The fair market value of shares of Company 
Common Stock delivered to the Company as payment of the purchase price upon 
exercise of an Option shall be the closing price per share as reported by the 
National Association of Securities Dealers Automated Quotation ("NASDAQ") 
National Market System) for the date of exercise, as reported in The Wall Street
Journal (or, if not so reported, as otherwise reported by the NASDAQ System) or,
if the Common Stock is listed on a stock exchange, the fair market value per 
share shall be the closing price on such exchange on the date of exercise of the
Option, as reported in The Wall Street Journal.

	3.	Adjustment of Option Shares and Exercise Price.  The parties agree 
that in order to ensure that Optionee is treated in the same manner as the 
stockholders of PetCare who were signatories to the Merger Agreement and other 
holders of the common stock of PetCare immediately prior to the Merger 
(collectively, "Stockholders"), the number of Option Shares which may be 
received upon the exercise of the Option and the Exercise Prices shall be 
adjusted as set forth herein.  For purposes of determining 
the number of shares of Company Common Stock received by the Stockholders 
pursuant to Section 3.1 below, only those shares of Company Common Stock 
ultimately received by the Stockholders with respect to the 11,877,638 shares of
PetCare common stock outstanding and owned by the Stockholders immediately prior
to the Merger shall be counted, and any Company Common Stock received by the 
Stockholders or holders of options to purchase Company Common Stock or PetCare 
Common Stock with respect to any exercise of any stock options subsequent to the
Merger shall not be counted.

		3.1	Adjustment of Option Shares.  If the Stockholders ultimately 
receive fewer shares of Company Common Stock as a result of offsets against the 
shares of Company Common Stock deposited by the Stockholders pursuant to Section
8.03 of the Merger Agreement (the "Held Back Shares"), then the number of Option
Shares granted under Section 1 above shall be proportionately reduced by 
multiplying such number of Option Shares by the fraction ("Fraction") equal to 
the quotient of (a) the aggregate number of shares of Company Common Stock 
actually received by the 
Stockholders, divided by (b) One Million Five Hundred Forty-Three Thousand Four 
Hundred Forty-Five (1,543,445), with the result being the revised number of 
Option Shares for which the Option may be exercised.

		3.2	Adjustment of Exercise Price.  If the Stockholders ultimately 
receive fewer shares of Company Common Stock as a result of offsets against the 
Held Back Shares, then the Exercise Price shall be increased by dividing the 
Exercise Price by the Fraction, with the result being the revised Exercise Price
for all Option Shares.

	4.	Exercise of Option.  Subject to the second sentence of this Section, 
an Option shall be deemed to be exercised when the Optionee or other authorized 
person gives to the Company written notice of such exercise and full payment for
the Option Shares with respect to which the Option is exercised has been 
received by the Company.  If any Option is exercised prior to such date after 
the Effective Date as financial results covering at least thirty (30) days of 


<PAGE> 19
the combined post-closing operations of PetCare and the Company after the 
Effective Date have been, within the meaning of Accounting Series Release No. 
130, as amended, of the Securities and Exchange Commission, filed by the Company
with the Securities and Exchange Commission or published by the Company in an 
Annual Report on 
Form 10-K, a Quarterly Report on Form 10-Q, a Current Report on Form 8-K, a 
quarterly earnings report, a press release or other public issuance which 
includes combined sales and income of PetCare and the Company (the "Release 
Date"), then as conditions to the exercise of such Option, (i) the Optionee 
shall become a signatory to that certain Escrow Agreement of even date herewith 
entered into by and between the Company, Union Bank of California, N.A. and the 
Stockholders ("Escrow Agreement") and be bound by the terms thereof, and (ii) 
ten percent (10%) of such Option Shares to be received pursuant to the exercise 
of the Option shall be deposited into escrow pursuant to Section 8.03 of the 
Merger Agreement and held as part of the Escrowed Property, as such term is 
defined in the Escrow Agreement.

	Until the issuance (as evidenced by the appropriate entry on the books of 
the Company or of a duly authorized transfer agent of the Company) of the stock 
certificate evidencing such Option Shares, no right to vote or receive dividends
or any other rights as a stockholder shall exist with respect to the Option 
Shares, notwithstanding the exercise of the Option.  The Company shall issue (or
cause to be issued) such stock certificates promptly upon exercise of the 
Option.  No adjustment will be made for a 
dividend or other right for which the record date is prior to the date of the 
stock certificate is issued, except as provided in the Plan.

	Exercise of an Option in any manner shall result in a decrease in the 
number of Option Shares which thereafter may be available, both for purposes of 
the Plan and for sale under the Option, by the number of Option Shares as to 
which the Option is exercised.

	5.	Restrictions on Transfer.  Optionee acknowledges and agrees that 
with respect to all or any portion of the Option which is exercised before the 
Release Date, all shares of Company Common Stock received upon such exercise 
shall be restricted and shall not be assigned, transferred or conveyed until the
Release Date, except to the Escrow Agent named in the Escrow Agreement.  Any 
attempted assignment, transfer or conveyance of such shares of Company Common 
Stock in violation of this Section 5 shall be 
null and void and without effect.

	6.	Term of Option.

		6.1	General Rule.  Except as provided in Section 6.2 hereof or as 
otherwise provided in the Plan, the term of the Option granted pursuant to 
Section 1 hereof shall be as follows: the Option shall expire as to ________ 
shares on _________.

		6.2	Employment of Optionee Terminated.  If Optionee dies, or 
resigns or is terminated, with or without cause, as an employee of the Company 
for any reason whatsoever (an "Event of Termination"), then the Option shall be 
exercisable for sixty (60) days following such Event of 
Termination, and to the extent that such Option was not exercisable on the date 
of such Event of Termination, or if such Option is not exercised (to the extent 
it was entitled to be exercised) within the sixty (60) day period, the Option 
shall terminate.

	7.	Non-Transferability of Option.  The Option may not be sold, pledged, 
assigned, hypothecated, transferred, or disposed of in any manner other than by 
will or by the laws of descent or distribution and may be exercised, during the 
lifetime of the Optionee, only by the Optionee.
 
	8.	Conditions Upon Issuance of Option Shares.  Option Shares shall not 
be issued pursuant to the exercise of the Option unless the exercise of such 
Option and the issuance and delivery of such Option Shares pursuant thereto 
shall comply with all relevant provisions of law, including, without limitation,
the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as 


<PAGE> 20
amended, the rules and regulations promulgated thereunder, and the requirements 
of any stock exchange upon which the 
Common Stock may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

	As a condition to the exercise of the Option, the Company may require the 
person exercising such Option to represent and warrant at the time of any such 
exercise that the Option Shares are being purchased only for investment and 
without any present intention to sell or distribute such Option Shares if, in 
the opinion of counsel for the Company, such a representation is required by any
of the aforementioned relevant provisions of law.

	As a condition to the issuance of Option Shares, the Optionee shall (a) 
remit to the Company at the time of any exercise of the Option any taxes 
required to be withheld by the Company under Federal, State or local law as a 
result at the exercise of the Option, and/or (b) instruct the Company to 
withhold in accordance with applicable law from any compensation payable to the 
Optionee the taxes required to be withheld by the Company under Federal, State 
or local law as a result of the exercise of 
the Option.

	9.	Amendment and Restatement of PetCare Option Agreement.  This 
Agreement amends and restates the PetCare Option Agreement in its entirety.

	10.	Multiple Counterparts.  This Agreement may be executed in one or 
more counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same instrument.

	IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Assumption and Amendment of Incentive  Stock Option Agreement as of the date 
first above written.

OPTIONEE:


_______________________________
Name:


PETCO ANIMAL SUPPLIES, INC.
a Delaware corporation


_______________________________
James M. Myers
Senior Vice President - Finance
	



<PAGE> 21                                                                      
                               EXHIBIT 4.5


            SECOND AMENDED AND RESTATED STOCK OPTION AGREEMENT


	This Second Amended and Restated Nonstatutory Stock Option Agreement 
("Agreement") is entered into effective as of November 1, 1997 ("Effective 
Date") by and between Petco Animal Supplies, Inc., a Delaware corporation 
("Company") and __________________ ("Optionee"), with reference to the following
facts:

	A.  WHEREAS, PetCare Plus, Inc., a Delaware corporation ("PetCare") has 
merged with and into the Company ("Merger") pursuant to that certain Agreement 
and Plan of Merger dated October 20, 1997 ("Merger Agreement"); and

	B.  WHEREAS, pursuant to the Merger Agreement, the Company assumed all 
vested and unvested outstanding options ("PetCare Options") to purchase PetCare 
common stock under the PetCare 1989 Stock Option Plan ("Plan"), which Plan was 
assumed by the Company pursuant to the Merger, and pursuant to such assumption 
of PetCare Options, such options were deemed to be options to purchase the 
common stock, $0.0001 par value, of the Company ("Company Common Stock") in 
accordance with the terms of the Merger Agreement; and

	C.  WHEREAS, prior to the Merger, Optionee was the holder of PetCare 
Options pursuant to that certain Nonstatutory Stock Option Agreement between 
Optionee and PetCare dated____________________ (the "Option Agreement"); and

	D.  WHEREAS, the parties desire to amend and restate the Option Agreement 
in its entirety to reflect the terms and conditions relating to the Company's 
assumption of the PetCare Options as described in the Merger Agreement.

	NOW THEREFORE, in consideration of the mutual covenants and premises 
contained herein and for other good and valuable consideration, the receipt and 
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

	1.  Grant of Option.  Optionee shall have the option ("Option") to 
purchase up to an aggregate of _________ shares of Company Common Stock ("Option
Shares"), which number of Option Shares is subject to adjustment as provided in 
Section 3 below, and further provided that the Option is subject to the terms of
the Plan, the provisions of which are incorporated herein by reference.  The 
foregoing option to purchase the Option Shares shall be fully vested as of the 
Effective Date.

	2.  Exercise Price and Consideration.  The per share exercise price 
("Exercise Price") shall be ______________ subject to adjustment as provided in 
Section 3 below.

	      2.1  Form of Consideration.  The consideration to be paid for the 
Option Shares to be issued upon exercise of the Option, including the method of 
payment, shall be determined by the Company's Board of Directors and may consist
entirely of cash, check, other shares of Company Common Stock having a fair 
market value on the date of surrender equal to the aggregate exercise price of 
the Option Shares as to which said Option shall be exercised, or any combination
of such methods of payment, or such other consideration and method of payment 
for the issuance of Option Shares to the extent permitted under Sections 150, 
153, and 157 of the Delaware General Corporation Law.  In making its 
determination as to the type of consideration to accept, the Board of Directors 
shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company.


<PAGE> 22
	     2.2  Fair Market Value.  The fair market value of shares of Company 
Common Stock delivered to the Company as payment of the purchase price upon 
exercise of an Option shall be the closing price per share as reported by the 
National Association of Securities Dealers Automated 
Quotation ("NASDAQ") National Market System) for the date of exercise, as 
reported in The Wall Street Journal (or, if not so reported, as otherwise 
reported by the NASDAQ System) or, if the Common Stock is listed on a stock 
exchange, the fair market value per share shall be the closing price on such 
exchange on the date of exercise of the Option, as reported in The Wall Street 
Journal.

	3.  Adjustment of Option Shares and Exercise Price.  The parties agree 
that in order to ensure that Optionee is treated in the same manner as the 
stockholders of PetCare who were signatories to the Merger Agreement and other 
holders of the common stock of Petcare immediately prior to the Merger 
(collectively, "Stockholders"), the number of Option Shares which may be 
received upon the exercise of the Option and the Exercise Prices shall be 
adjusted as set forth herein.  For purposes of determining the number of shares 
of Company Common Stock received by the Stockholders pursuant to Section 3.1 
below, only those shares of Company Common Stock ultimately received by the 
Stockholders with respect to the 11,877,638 shares of PetCare common stock 
outstanding and owned by the Stockholders immediately prior to the Merger shall 
be counted, and any Company Common Stock received by the Stockholders or holders
of options to purchase Company Common Stock or PetCare Common Stock with respect
to any exercise of any stock options subsequent to the Merger shall not be 
counted.

	     3.1  Adjustment of Option Shares.  If the Stockholders ultimately 
receive fewer shares of Company Common Stock as a result of offsets against the 
shares of Company Common Stock deposited by the Stockholders pursuant to Section
8.03 of the Merger Agreement (the "Held Back Shares"), then the number of Option
Shares granted under Section 1 above shall be proportionately reduced by 
multiplying such number of Option Shares by the fraction ("Fraction") equal to 
the quotient of (a) the aggregate number of shares of Company Common Stock 
actually received by the 
Stockholders, divided by (b) One Million Five Hundred Forty-Three Thousand Four 
Hundred Forty-Five (1,543,445), with the result being the revised number of 
Option Shares for which the Option may be exercised.

	     3.2  Adjustment of Exercise Price.  If the Stockholders ultimately 
receive fewer shares of Company Common Stock as a result of offsets against the 
Held Back Shares, then the Exercise Price shall be increased by dividing the 
Exercise Price by the Fraction, with the result being the revised Exercise Price
for all Option Shares.

	4.  Exercise of Option.  Subject to the second sentence of this Section, 
an Option shall be deemed to be exercised when the Optionee or other authorized 
person gives to the Company written notice of such exercise and full payment for
the Option Shares with respect to which the Option is exercised has been 
received by the Company.  If any Option is exercised prior to such date after 
the Effective Date as financial results covering at least thirty (30) days of 
the combined post-closing operations of PetCare and the Company after the 
Effective Date have been, within the meaning of Accounting Series Release No. 
130, as amended, of the Securities and Exchange Commission, filed by the Company
with the Securities and Exchange Commission or published by the Company in an 
Annual Report on 
Form 10-K, a Quarterly Report on Form 10-Q, a Current Report on Form 8-K, a 
quarterly earnings report, a press release or other public issuance which 
includes combined sales and income of PetCare and the Company (the "Release 
Date"), then as conditions to the exercise of such Option, (i) the Optionee 
shall become a signatory to that certain Escrow Agreement of even date herewith 
entered into by and between the Company, Union Bank of California, N.A. and the 
Stockholders ("Escrow Agreement") and be bound by the terms thereof, and (ii) 
ten percent (10%) of such Option Shares to be received pursuant to the exercise 
of the Option shall be deposited into escrow pursuant to Section 8.03 of the 
Merger Agreement and held as part of the Escrowed Property, as such term is 


<PAGE> 23
defined in the Escrow Agreement.

	Until the issuance (as evidenced by the appropriate entry on the books of 
the Company or of a duly authorized transfer agent of the Company) of the stock 
certificate evidencing such Option Shares, no right to vote or receive dividends
or any other rights as a stockholder shall exist with respect to the Option 
Shares, notwithstanding the exercise of the Option.  The Company shall issue (or
cause to be issued) such stock certificates promptly upon exercise of the 
Option.  No adjustment will be made for a 
dividend or other right for which the record date is prior to the date of the 
stock certificate is issued, except as provided in the Plan.

    	Exercise of an Option in any manner shall result in a decrease in the 
number of Option Shares which thereafter may be available, both for purposes of 
the Plan and for sale under the Option, by the number of Option Shares as to 
which the Option is exercised.

	5.  Restrictions on Transfer.  Optionee acknowledges and agrees that with 
respect to all or any portion of the Option which is exercised before the 
Release Date, all shares of Company Common Stock received upon such exercise 
shall be restricted and shall not be assigned, transferred or conveyed until the
Release Date, except to the Escrow Agent named in the Escrow Agreement.  Any 
attempted assignment, transfer or conveyance of such shares of Company Common 
Stock in violation of this Section 5 shall be 
null and void and without effect.

	6.  Term of Option.

	     6.1  General Rule.  Except as provided in Section 6.2 hereof or as 
otherwise provided in the Plan, the term of the Option granted pursuant to 
Section 1 hereof shall be as follows: the Option shall expire as to __________ 
shares on_________________.

	     6.2  Employment of Optionee Terminated.  If Optionee dies, or resigns 
or is terminated, with or without cause, as an employee of the Company for any 
reason whatsoever (an "Event of Termination"), then the Option shall be 
exercisable for sixty (60) days following such Event of 
Termination, and to the extent that such Option was not exercisable on the date 
of such Event of Termination, or if such Option is not exercised (to the extent 
it was entitled to be exercised) within the sixty (60) day period, the Option 
shall terminate.

	7.  Non-Transferability of Option.  The Option may not be sold, pledged, 
assigned, hypothecated, transferred, or disposed of in any manner other than by 
will or by the laws of descent or distribution and may be exercised, during the 
lifetime of the Optionee, only by the Optionee.

	8.  Conditions Upon Issuance of Option Shares.  Option Shares shall not be 
issued pursuant to the exercise of the Option unless the exercise of such Option
and the issuance and delivery of such Option Shares pursuant thereto shall 
comply with all relevant provisions of law, including, without limitation, the 
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as 
amended, the rules and regulations promulgated thereunder, and the requirements 
of any stock exchange upon which the Common Stock may then be listed, and shall 
be further subject to the approval of counsel for the Company with respect to 
such compliance.

	As a condition to the exercise of the Option, the Company may require the 


<PAGE> 23
person exercising such Option to represent and warrant at the time of any such 
exercise that the Option Shares are being purchased only for investment and 
without any present intention to sell or distribute such Option Shares if, in 
the opinion of counsel for the Company, such a representation is required by any
of the aforementioned relevant provisions of law.

	As a condition to the issuance of Option Shares, the Optionee shall (a) 


<PAGE> 24
remit to the Company at the time of any exercise of the Option any taxes 
required to be withheld by the Company under Federal, State or local law as a 
result at the exercise of the Option, and/or (b) instruct the Company to 
withhold in accordance with applicable law from any compensation payable to the 
Optionee the taxes required to be withheld by the Company under Federal, State 
or local law as a result of the exercise of 
the Option.

	9.  Amendment of Option Agreement.  This Agreement amends and restates the 
Option Agreement in its entirety and the Option Agreement shall be of no further
force or effect.

	10.  Multiple Counterparts.  This Agreement may be executed in one or more 
counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same instrument.

	IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Second Amended and Restated Nonstatutory Stock Option Agreement as of the date 
first above written.


OPTIONEE:


_______________________________
Name:


PETCO ANIMAL SUPPLIES, INC.
a Delaware corporation


_______________________________
James M. Myers
Senior Vice President - Finance                                              




<PAGE> 25
                                 EXHIBIT 5.1


	                [LETTERHEAD OF LATHAM & WATKINS]



 
                               March 20, 1998
 





Petco Animal Supplies, Inc.
9125 Rehco Road
San Diego, California  92121

		Re: Registration Statement on Form S-8;
		    188,344 Shares of Common Stock, Par Value $.0001 Per Share

Ladies and Gentlemen:

		In connection with the registration by Petco Animal Supplies, Inc., 
a Delaware corporation (the "Company"), of 188,344 shares of common stock of the
Company, par value $.0001 per share (the "Shares"), of the Company to be issued 
upon the exercise of options granted under the PetCare Plus, Inc. 1989 Stock 
Option Plan (the "Plan"), under the Securities Act of 1933, as amended (the 
"Act"), on a Registration Statement on Form S-8 filed with the Securities and 
Exchange Commission (the "Commission") on March 20, 1998 (as amended from time 
to time, the "Registration Statement"), you have requested our opinion with 
respect to the matters set forth below.

		In our capacity as your counsel in connection with such 
registration, we are familiar with the proceedings taken and proposed to be 
taken by the Company in connection with the authorization, issuance and sale of 
the Shares, and for the purposes of this opinion, have assumed such proceedings 
have been timely completed in the manner described in the Registration 
Statement.  In addition, we have made such legal and factual examinations and 
inquiries, including an examination of originals or copies 
certified or otherwise identified to our satisfaction of such documents, 
corporate records and instruments, as we have deemed necessary or appropriate 
for purposes of this opinion.

		In our examination, we have assumed the genuineness of all 
signatures, the authenticity of all documents submitted to us as originals, and 
the conformity to authentic original documents of all documents submitted to us 
as copies.

		We are opining herein as to the effect on the subject transaction 
only of the General Corporation Law of the State of Delaware, and we express no 
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or any other laws, or as to any matters of 
municipal law or the laws of any other local agencies within the state.

		Subject to the foregoing, it is our opinion that, as of the date of 
this opinion, the Shares have been duly authorized, and, upon the exercise of 
the options and the payment for the Shares in accordance with the terms set 
forth in the Plan, the Shares will be validly issued, fully paid and non-
assessable.



<PAGE> 26
		We consent to your filing this opinion as an exhibit to the 
Registration Statement.


							Very truly yours,

							/s/ LATHAM & WATKINS
                                          --------------------



<PAGE> 27
                             	EXHIBIT 23.1




	              CONSENT OF INDEPENDENT AUDITORS



The Board of Directors
Petco Animal Supplies, Inc:


We consent to the use of our reports incorporated herein by reference.


	                                    /s/ KPMG PEAT MARWICK LLP
                                          -------------------------
San Diego, California
March 20, 1998




<PAGE> 28
	                         EXHIBIT 23.2





	          CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the incorporation by 
reference of our report dated March 15, 1996 on the financial statements of Pet 
Food Warehouse, Inc. (which are included in the restated pooled financial 
statements of Petco Animal Supplies, Inc.) in this Registration Statement on 
Form S-8 of Petco Animal Supplies, Inc.  It should be noted that we have not 
audited any financial statements of Pet Food Warehouse, Inc. subsequent to 
February 3, 1996 or performed any audit procedures 
subsequent to the date of our report.


	                                    /s/ ARTHUR ANDERSEN LLP
                                          -----------------------

Minneapolis, Minnesota
March 20, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 76186}]
{"company-data": {"conformed-name": "PETCO ANIMAL SUPPLIES INC", "cik": "0000888455", "assigned-sic": "5990", "irs-number": "330479906", "state-of-incorporation": "DE", "fiscal-year-end": "0128"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48311", "film-number": "98569705"}, "business-address": {"street1": "9125 REHCO RD", "city": "SAN DIEGO", "state": "CA", "zip": "92121", "phone": "6194537845"}, "mail-address": {"street1": "9125 REHCO RD", "city": "SAN DIEGO", "state": "CA", "zip": "92121"}}
1
	
As filed with the Securities and Exchange Commission on March 20, 1998         
                                               	      Registration No. 333-    

	                   SECURITIES AND EXCHANGE COMMISSION
	                        Washington, D.C.  20549
	                       

	                                FORM S-8
	                         REGISTRATION STATEMENT
	                                 UNDER
	                       THE SECURITIES ACT OF 1933
	                       

	                       PETCO ANIMAL SUPPLIES, INC.
	          (Exact name of registrant as specified in its charter)

	Delaware                                      33-0479906
(State or other jurisdiction                       (I.R.S. Employer 
of incorporation or organization)                 Identification No.)
	
                                    ----------
   	                           9125 Rehco Road
	                     San Diego, California 92121
	                           (619) 453-7845
                    (Address of principal executive offices, 
                    including zip code, and telephone number)

	              PETCARE PLUS, INC. 1989 STOCK OPTION PLAN 
	                             -----------

                                                        Copies to:
       	BRIAN K. DEVINE                       THOMAS A. EDWARDS, ESQ.
	    Chairman, President                         Latham & Watkins 
	and Chief Executive Officer                      701 "B" Street 
	      9125 Rehco Road                              Suite 2100
	San Diego, California 92121               San Diego, California 92101
	      (619) 453-7845                             (619) 236-1234
(Name, address, including zip code, and 
 telephone number, including area code, 
          of agent for service)
	

                       CALCULATION OF REGISTRATION FEE

=====================================================================================================
Amount       Proposed Maximum    Proposed Maximum       Amount of
Title of Securities             to be 		      Offering Price     Aggregate Offering   Registration 
to be Registered               Registered(1)     Per Share(2)            Price             Fee
----------------------------------------------------------------------------------------------------
Common Stock, $.0001 par         188,344           $17.32             $3,262,118         $962.33
       value  . . . .
=====================================================================================================
(1)	Pursuant to the merger of PetCare Plus, Inc. ("PetCare") with and
      into Petco Animal Supplies, Inc. (the "Company"), the Company has
      assumed all outstanding options to purchase PetCare common stock
      under the PetCare Plus, Inc. 1989 Stock Option Plan.  In accordance 
      with the merger, such outstanding options to purchase PetCare common
      stock under the 1989 Stock Option Plan now represent outstanding
      options to purchase 188,344 shares of Common Stock of the Company.
      Only such 188,344 shares of common stock of the Company are being
      registered hereunder.
(2)	Estimated solely for purposes of calculating the registration fee.
      Pursuant to Rule 457(h), the Proposed Maximum Offering Price Per
      Share is based on the average of the high and low prices for the
      Company's Common Stock as reported on The Nasdaq National Market on
      March 17,1998.
===========================================================================  
                               Page 1 of 28 
                          Exhibit Index on Page 7
2
                                 Part I

Item 1.	Plan Information.

	Not required to be filed with this Registration Statement.

Item 2.	Registrant Information and Employee Plan Annual Information.

	Not required to be filed with this Registration Statement.

	                           Part II

Item 3.	Incorporation of Documents by Reference.

	The following documents filed with the Securities and Exchange      
Commission (the "Commission") by Petco Animal Supplies, Inc., a Delaware 
corporation (the "Company"), are hereby incorporated by reference in this 
Registration Statement:

	(a)	Annual Report on Form 10-K for the fiscal year ended February
            1, 1997;

	(b)	Quarterly Report on Form 10-Q for the quarter ended May 3,
            1997;

	(c)	Quarterly Report on Form 10-Q for the quarter ended August 2,
            1997;

	(d)	Quarterly Report on Form 10-Q for the quarter ended November 1,
            1997;

	(e)	All other reports filed pursuant to Section 13(a) or 15(d) of
            the Exchange Act since the end of the Company's fiscal year
            ended February 1, 1997;

	(f)	The description of the Common Stock set forth in the
            Registration Statement on Form 8-A dated February 28, 1994, as
            amended by the Company's Form 8-A/A dated March 15, 1994.

	All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 
15(d) of the Exchange Act after the date this Registration Statement is filed 
with the Commission and prior to the filing of a post-effective amendment which 
indicates that all securities offered have been sold or which deregisters all 
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part of it from the respective dates 
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified 
or superseded for purposes of this Registration Statement to the extent that a 
statement contained herein or in any other subsequently filed document which 
also is or is deemed to be incorporated by reference herein modifies or 
supersedes such statement.  Any such statement so modified or superseded shall 
not be deemed, except as so modified or superseded, to constitute a part of 
this Registration Statement.
3
Item 4.	 Description of Securities.

	Not applicable.

Item 5.	 Interests of Named Experts and Counsel.

	Not applicable.

Item 6.	 Indemnification of Directors and Officers.

	Under Section 145 of the Delaware General Corporation Law, the   Company 
has broad powers to indemnify its directors and officers against liabilities 
they may incur in such capacities, including liabilities under the Securities 
Act.

	The Company's Amended and Restated Certificate of Incorporation and 
Amended and Restated Bylaws provide that the Company will indemnify its 
directors and officers to the fullest extent permitted by Delaware law.  
Delaware law permits, but does not require, a corporation to indemnify officers,
directors, employees or agents and expressly provides that the indemnification 
provided for under Delaware law shall not be deemed exclusive of any 
indemnification right under any bylaw, vote of stockholders or disinterested 
directors, or otherwise.  Delaware law permits indemnification against expenses 
and certain other liabilities arising out of legal actions brought or threatened
against such persons for their conduct on behalf of the Company, provided that 
each such person acted in good faith and in a manner that he or she reasonably 
believed was in or not opposed to the Company's best interests and in the case 
of a criminal proceeding, had no reasonable cause to believe his or her conduct 
was unlawful.  Delaware law does not allow indemnification of directors in the 
case of an action by or in the right of the Company (including stockholder 
derivative suits) unless the directors successfully defend the action or 
indemnification is ordered by the court.

	The Company has entered into indemnification agreements with certain 
officers and directors to effectuate these indemnity provisions.

Item 7.	 Exemption from Registration Claimed.

	Not applicable.

Item 8.	 Exhibits.

	See Exhibit Index on page 7 hereof.

Item 9.	 Undertakings.

	(a)	The undersigned Registrant hereby undertakes:

		(1)	To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
4
                  (i)	To include any prospectus required by Section 10(a)(3) 
of the Securities Act;

			(ii)	To reflect in the prospectus any facts or events arising 
after the effective date of this Registration Statement (or the most recent 
post-effective amendment hereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in this Registration
Statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of 
securities offered would not exceed that which was registered) and any deviation
from the low or high and of the estimated maximum offering range may be 
reflected in the form of prospectus filed with the Commission pursuant to Rule 
424(b) if, in the aggregate, the changes in volume and price represent no more 
than 20 percent change in the maximum aggregate offering price set forth in the 
"Calculation of Registration Fee" table in the effective Registration Statement;

			(iii)	To include any material information with respect to the 
plan of distribution not previously disclosed in this Registration Statement or 
any material change to such information in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and 
(a)(1)(ii) above do not apply if the information required to be included in a 
post-effective amendment by those paragraphs is contained in periodic reports 
filed with or furnished to the Commission by the Registrant pursuant to Section 
13 or 15(d) of the Exchange Act that are incorporated by reference in this 
Registration Statement.

		(2)	That, for the purpose of determining any liability under the 
Securities Act, each such post-effective amendment shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

		(3)	To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

	(b)	The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act, each filing of the 
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange 
Act (and, where applicable, each filing of an employee benefit plan's annual 
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by 
reference in this Registration Statement shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.

	(c)	Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Commission such 
indemnification is against public policy as expressed in the Securities Act and 
is, therefore, unenforceable.  In the event that a claim for indemnification 
against such liabilities (other than the payment by the Registrant of expenses 
incurred or paid by a director, officer or controlling person of the Registrant 
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being 
registered, the 
Registrant will, unless in the opinion of its counsel the matter has been
5
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public 
policy as expressed in the Securities Act and will be governed by the final 
adjudication of such issue.
6
	                        SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of San Diego, State of California, on March 18, 1998.
    
	        					PETCO ANIMAL SUPPLIES, INC.

		         				By:/s/ BRIAN K. DEVINE	                             
	                                    ------------------------ 
				      			 Brian K. Devine
					       		 Chairman, President and
                                                   Chief Executive Officer

	                     POWER OF ATTORNEY

	Pursuant to the requirements of the Securities Act of 1933, as amended, 
this Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated.  Each person whose signature appears 
below hereby authorizes Brian K. Devine and Richard C. St. Peter, and either of 
them, with full power of substitution and resubstitution, as his true and lawful
attorneys-in-fact, for him in any and all capacities, to sign any amendments 
(including post-effective amendments or supplements) to this Registration 
Statement and to file the same, with exhibits thereto, and other documents in 
connection therewith, with the Securities and Exchange Commission.

	Signature                            Title                Date 
      ---------	                         -----                ----
/s/ BRIAN K. DEVINE	      Chairman, President and	       March 18, 1998
-------------------           Chief Executive Officer
Brian K. Devine               (Principal Executive Officer)

/s/ RICHARD C. ST. PETER      Executive Vice President,	 March 18, 1998
------------------------      Chief Financial Officer and
Richard C. St. Peter          Secretary (Principal Financial 
                              Officer)

/s/ JAMES M. MYERS            Senior Vice President,         March 18, 1998
------------------		Finance (Principal Accounting	
James M. Myers                Officer)

/s/ RICHARD J. LYNCH, JR.	Director	                   March 18, 1998
-------------------------	
Richard J. Lynch, Jr.

/s/ ANDREW G. GALEF	      Director	                   March 18, 1998 
-------------------
Andrew G. Galef

/s/ JIM F. MCCANN		      Director                       March 18, 1998
-----------------
Jim F. McCann

/s/ PETER M. STARRETT		Director                       March 18, 1998
---------------------
Peter M. Starrett
7

	                          EXHIBIT INDEX

	The following exhibits are filed as part of this Registration Statement on 
Form S-8 or are incorporated herein by reference.

Exhibit No.                                                         Page
-----------                                                         ----
4.1         Amended and Restated Certificate of Incorporation,      ---
            as amended. (Incorporated by reference to Exhibit 3.1
            to the Company's Registration Statement on Form S-4
            (No. 333-14699) filed on October 23, 1996, as amended 
            by Amendment No. 1 filed with the Commission on 
            November 20, 1996.)

4.2         Amended and Restated Bylaws. (Incorporated by           ---
            reference to Exhibit 3.2 to the Company's Registration
            Statement on Form S-1 (No. 33-74094) filed on 
            January 13, 1994, as amended by Amendment No. 1 
            filed with the Commission on February 24, 1994 
            and Amendment No.2 filed with the Commission on 
            March 11, 1994.)

4.3         The PetCare Plus, Inc. 1989 Stock Option Plan            8
            (the "1989 Stock Option Plan").

4.4         Form of Incentive Stock Option Agreement under          17
            the 1989 Stock Option Plan.

4.5         Form of Nonqualified Stock Option Agreement under       21
            the 1989 Stock Option Plan.

5.1         Opinion of Latham & Watkins.                            25

23.1        Consent of KPMG Peat Marwick LLP.                       27

23.2        Consent of Arthur Andersen, LLP.                        28

23.3        Consent of Latham & Watkins (included in Exhibit 5.1   --- 
            hereto).         

24.1        Power of Attorney (included on the signature page      ---
            hereto).
8                                                                       
                                                                EXHIBIT 4.3 

                                 RESTATED

                            PETCARE PLUS, INC.

                          1989 STOCK OPTION PLAN

1.	Purposes of the Plan.	The purposes of this Stock Option Plan are to 
attract and retain the best available personnel for positions of substantial 
responsibility, to provide additional incentive to the Employees and Consultants
of the Company and to promote the success of the Company's business.

Options granted hereunder may be either Incentive Stock Options or Nonstatutory 
Stock Options, at the discretion of the Board and as reflected in the terms of 
the written option agreement.

2. Definitions.  As used herein, the following definitions shall apply:

(a)	"Board" shall mean the Committee, if one has been appointed, or the Board 
of Directors of the Company, if no Committee is appointed.

(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(c) "Common Stock" shall mean the Common Stock of the Company.

(d) "Company" shall mean PetCare Plus, Inc., a Delaware corporation.

(e) "Committee" shall mean the Committee appointed by the Board of Directors in 
accordance with paragraph (a) of Section 4 of the Plan, if one is appointed.

(f) "Consultant" shall mean any person who is engaged by the Company or any 
Subsidiary to render consulting services and is compensated for such consulting 
services or any other person determined by the Board to have performed services 
for or on behalf of the Company which merits the grant of an Option, and any 
director of the Company whether compensated 
for such services or not; provided that if and in the event the Company 
registers any class of any equity security pursuant of Section 12 of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the term 
Consultant shall thereafter not include directors who are not compensated for 
their services or are paid only a director's fee by the Company.

(g) "Continuous Status as an Employee" shall mean the absence of any 
interruption or termination of service as an Employee.  Continuous Status as an 
Employee shall not be considered interrupted in the case of sick leave, military
leave, or any other leave of absence approved by the Board; provided that such 
leave is for a period of not more than 90 days or reemployment upon the 
expiration of such level is guaranteed by contract or 
statute.

(h) "Employee" shall mean any person, including officers and directors, employed
by the Company or any Parent or Subsidiary of the Company.  The payment of a 
director's fee by the Company shall not be sufficient to constitute "employment"
by the Company.
9
(i) "Incentive Stock Option" shall mean an Option intended to qualify as an 
incentive stock option within the meaning of Section 422 of the Code.

(j) "Nonstatutory Stock Option" shall mean an Option not intended to qualify as 
an Incentive Stock Option.

(k) "Option" shall mean a stock option granted pursuant to the Plan.

(l) "Optioned Stock" shall mean the Common Stock subject to an Option.

(m) "Optionee" shall mean an Employee or Consultant who receives an Option.

(n) "Parent" shall mean a "parent corporation", whether now or hereafter 
existing, as defined in Section 424(e) of the Code.

(o) "Plan shall mean this 1989 Stock Option Plan.

(p) "Share shall mean a share of the Common Stock, as adjusted in accordance 
with Section 12 of the Plan.

(q) "Subsidiary" shall mean a "subsidiary corporation", whether now or hereafter
existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan.  Subject to the provisions of Section 12 of the 
Plan, the maximum aggregate number of shares which may be optioned and sold 
under the Plan is 1,260,000 shares of Common Stock (402,010 after the 
contemplated one for 3.134249 reverse split of the Common Stock).  The Shares 
may be authorized, but unissued or reacquired Common Stock.

If an Option should expire or become unexercisable for any reason without having
been exercised in full, the unpurchased Shares which were subject thereto shall,
unless the Plan shall have been terminated, become available for future grant 
under the Plan.  Notwithstanding any other provision of 
the Plan, shares issued under the Plan and later repurchased by the Company 
shall become available for future grant or sale under the Plan.

4. Administration of the Plan.

(a)	Procedure.  The Plan shall be administered by the Board of Directors of 
the Company.

(i)	Subject to subparagraph (ii), the Board of Directors may appoint a 
Committee consisting of not less than two members of the Board of Directors to 
administer the Plan on behalf of the Board of Directors, subject to such terms 
and conditions as the Board of Directors may prescribe.  Once appointed, the 
committee shall continue to serve until otherwise directed by the Board of 
Directors.  Members of the Board who are either eligible for Options or have 
been granted Options may vote on any matters affecting the administration of the
Plan or the grant of any Options pursuant to the Plan, except that no such 
member shall act upon the granting of an Option to himself, but any such member 
may be counted in determining the existence of a quorum at any meeting of the 
Board during which action is taken with respect to the granting of Options to 
him.
10
(ii)	Notwithstanding the foregoing subparagraph (i), if in any event the 
Company registers any class of any equity security pursuant to Section 12 of the
Exchange Act, from the effective date of such registration (the "Effective 
Date"), until six months after the termination of such registration (the 
"Termination Date"), any grants of options to officers or directors shall only 
be made by the Board of Directors; provided, however, 
that if any of the members of the Board of Directors are eligible to participate
in this Plan or otherwise are not "disinterested persons" as that term is 
defined by Rule 16(c)(2)(i) under the Exchange Act, any grants of options to 
officers or directors of the Company must be made by, or only in accordance with
the recommendation of, a Committee consisting of two or more directors, 
appointed by the Board of Directors and having full 
authority to act in the matter, each of whom is a "disinterested person."  Once 
appointed, the Committee shall continue to serve until otherwise directed by the
Board of Directors.

(iii)	Subject to the foregoing subparagraphs (i) and (ii), from time to time the
Board of Directors may increase the size of the Committee and appoint additional
members thereof, remove members (with or without cause) and appoint new members 
in substitution therefor, fill vacancies however caused, or remove all members 
of the Committee and thereafter directly administer the Plan. 
				
(b) Powers of the Board.  Subject to the provisions of the Plan, the Board shall
have the authority, in its discretion: (i) to grant Incentive Stock Options or 
Nonstatutory Stock Options; (ii) to determine upon review of relevant 
information and in accordance with Section 8(b) of the Plan, the fair market 
value of the Common Stock; (iii) to determine the exercise price per share of 
Options to be granted, which exercise price shall be 
determined in accordance with Section 8(a) of the Plan; (iv) to determine the 
Employees or Consultants to whom, and the time or times at which, Options shall 
be granted and the number of shares to be represented by each Option; (v) to 
interpret the Plan; (vi) to prescribe, amend and rescind rules and regulations 
relating to the Plan; (vii) to determine the terms and provisions of each Option
granted (which need not be identical) 
and, with the consent of the holder thereof, modify or amend each Option; (viii)
to accelerate or defer (with the consent of the Optionee) the exercise date of 
any Option, consistent with the provisions of Section 5 of the Plan; (ix) to 
authorize any person to execute on behalf of the Company any instrument required
to effectuate the grant of an Option previously granted by the Board; and (x) to
make all other determinations deemed 
necessary or advisable for the administration of the Plan.

(c)	Effect of Board's Decision.	 All decisions, determinations and 
interpretations of the Board shall be final and binding on all Optionees and any
other holders of any Options granted under the Plan.

5. Eligibility.

(a) Options may be granted only to Employees and Consultants.  Incentive Stock 
Options may be granted only to Employees.  An Employee or Consultant, who has 
been granted an Option may, if he is otherwise eligible, be granted an 
additional Option or Options.

(b)	To the extent that the aggregate fair market value of Common Stock with 
respect to which Incentive Stock Options are exercisable for the first time by 
any Optionee during any calendar year (under all plans of the Company or any 
Parent or Subsidiary) exceeds $100,000, such Incentive Stock Options shall be 
treated as Nonstatutory Stock Options.
11
(c)	Section 5(b) of the Plan shall apply only to an Incentive Stock Option 
evidenced by an "Incentive Stock Option Agreement" which sets forth the 
intention of the Company and the Optionee that such Option shall qualify as an 
incentive stock option.  Section 5(b) of the Plan shall not apply to any Option 
evidenced by a "Nonstatutory Stock Option Agreement" 
which sets forth the intention of the Company and the Optionee that such Option 
shall be a Nonstatutory Stock Option.

(d)	The Plan shall not confer upon any Optionee any right with respect to 
continuation of employment or consulting relationship with the Company, nor 
shall it interfere in any way with his right or the Company's right to terminate
his employment or consulting relationship at any time.

6.	Term of Plan.  The Plan shall become effective upon the earlier to occur 
of its adoption by the Board of Directors or its approval by the stockholders of
the Company as described in Section 18 of the Plan.  It shall continue in effect
for a term of ten (10) years unless sooner terminated under Section 14 of the 
Plan.

7.	Term of Option.  The term of each Incentive Stock Option shall be ten (10) 
years from the date of grant thereof or such shorter term as may be provided in 
the Incentive Stock Option Agreement.  The term of each Option that is not an 
Incentive Stock Option shall be determined by the Board and set forth in the 
Option Agreement.  However, in the case of an Incentive Stock Option granted to 
an Optionee who, at the time the Incentive Stock Option is granted, owns stock 
representing more than ten percent (10%) of the voting power of all classes of 
stock of the Company or any Parent or Subsidiary, the term of the Incentive 
Stock Option shall be five (5) years from the date of grant thereof or such 
shorter time as may be provided in the Incentive Stock Option Agreement. 	

8.	Exercise Price and Consideration.	

(a)	Exercise Price.  The per Share exercise price for the Shares to be issued 
pursuant to exercise of an Option shall be such price as is determined by the 
Board, but shall be subject to the following:

(i) In the case of an Incentive Stock Option

(A)  granted to an Employee who, at the time of the grant of such Incentive 
Stock Option, owns stock representing more than ten percent (10%) of the voting 
power of all classes of stock of the Company or any Parent or Subsidiary, the 
per Share exercise price shall be no less than one hundred ten percent (110%) of
the fair market value per Share on the date of grant.

(B)  granted to any other Employee, the per Share exercise price shall be no 
less than one hundred percent (100%) of the fair market value per Share on the 
date of grant.

(ii) In the case of an Option granted on or after the effective date of 
registration of any class of equity security of the Company pursuant to Section 
12 of the Exchange Act and prior to six months after the termination of such 
registration, the per Share exercise price shall be no less than one hundred 
percent (100%) of the fair market value per Share 
on the date of grant.

(iii) In the case of Non-Statutory Stock Options, at any price per share 
determined by the Board.
12
(b)	Fair Market Value.   The fair market value shall be determined by the 
Board in its discretion exercised in good faith; provided, however, that where 
there is a public market for the Common Stock, the fair market value per Share 
shall be the mean of the bid and asked prices (or the closing price per share if
the Common Stock listed on that National Association of 
Securities Dealers Automated Quotation ("NASDAQ") National Market System) of the
Common Stock for the date of grant, as reported in The Wall Street Journal  (or,
if not so reported, as otherwise reported by the NASDAQ System) or, in the event
the Common Stock is listed on a stock exchange, the fair market value per Share 
shall be the closing price on such exchange on the date of grant of the Option, 
as reported in The Wall Street Journal.

(c)	Form of Consideration.	The consideration to be paid for the Shares to be 
issued upon exercise of an Option, including the method of payment, shall be 
determined by the Board and may consist entirely of cash, check, other Shares of
Common Stock having a fair market value on the date of surrender equal to the 
aggregate exercise price of the Shares as to which said option shall be 
exercised, or any combination of such methods of payment, or such other 
consideration and method of payment for the issuance of Shares to the extent 
permitted under Sections 152, 153 and 157 of the Delaware General Corporation 
Code.  In making its determination as to the type of consideration to accept, 
the Board shall consider if acceptance of such consideration may be reasonably 
expected to benefit the Company.

9.  Exercise of Option; Procedure for Exercise; Rights as a Stockholder.  Any 
option granted hereunder shall be exercisable at such times and under such 
conditions as determined by the Board, including performance criteria with 
respect to the Company and/or the Optionee, and as shall be 
permissible under the terms of the Plan.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of such exercise 
in the form required by the Nonstatutory or Incentive Stock Option Agreement has
been given to the Company in accordance with the terms of the Option by the 
person entitled to exercise the Option and full payment for the Shares with 
respect to which the Option is exercised has been received by the Company.  Full
payment may, as authorized by the Board, consist of any consideration and method
of payment allowable under Section 8(c) of the Plan.  Until the issuance (as 
evidenced by the appropriate entry on the books of the Company or of a duly 
authorized transfer agent of the Company) of the stock certificate evidencing 
such Shares, no right to vote or receive dividends or any other rights as a 
stockholder shall exist with respect to the Optioned Stock, notwithstanding the 
exercise of the Option.  The Company shall issue (or cause to be issued) such 
stock certificate promptly upon exercise of the Option.  No adjustment will be 
made for a dividend or other right for which the record date is prior to the 
date the stock certificate is issued, except as provided in Section 12 of the 
Plan.

Exercise of an Option in any manner shall result in a decrease in the number of 
Shares which thereafter may be available, both for purposes of the Plan and for 
purchase under the Option, by the number of Shares as to which the Option is 
exercised.

10. Certain Events Affecting Exercisability of Incentive Stock Options.  

(a)  Termination of Status as an Employee.  With respect to Incentive Stock 
Options, in the event of termination of an Optionee's Continuous Status as an 
Employee, such Optionee may, but only within sixty (60) days (or such other 
period of time not exceeding three (3) months as is determined by the Board, 
with such determination being made at the time of grant of the Option) after 
such event of termination of an Optionee's Continuous Status as an Employee (but
in no event later than the date of expiration of the term of such Incentive
13
Stock Option as set forth in the Incentive Stock Option Agreement), exercise his
Incentive Stock Option to the extent that 
he was entitled to exercise it at the date of such termination.  To the extent 
that he was not entitled to exercise the Incentive Stock Option at the date of 
such termination, or if he does not exercise such Incentive Stock Option (which 
he was entitled to exercise) within the time specified herein, the Incentive 
Stock Option shall terminate.

(b)	Disability of Optionee.  With respect to Incentive Stock Options, 
notwithstanding the provision of Section 10(a) above, in the event of 
termination of an Optionee's Continuous Status as an Employee as a result of his
total and permanent disability (as defined in Section 22(e)(3) 
of the Code), he may, but only within six (6) months (or such other period of 
time not exceeding twelve (12) months as is determined by the Board, with such 
determination being made at the time of grant of the Incentive Stock Option) 
from the date of termination (but in no event later than 
the date of expiration of the term of such Incentive Stock Option as set forth 
in the Incentive Stock Option Agreement), exercise his Incentive Stock Option to
the extent he was entitled to exercise it at the date of such termination.  To 
the extent that he was not entitled to exercise 
the Incentive Stock Option at the date of termination, or if he does not 
exercise such Incentive Stock Option (which he was entitled to exercise) within 
the time specified herein, the Incentive Stock Option shall terminate.

(c)	Death of Optionee.  With respect to Incentive Stock Options, in the event 
of the death of an Optionee:

(i)  who is at the time of his death an Employee of the Company and who shall 
have been in Continuous Status as an Employee since the date of grant of the 
Incentive Stock Option, the Incentive Stock Option may be exercised, at any time
within nine (9) months following the date of death (but in no event later than 
the date of expiration of the term of such Incentive Stock Option as set forth 
in the Incentive Stock Option Agreement), by the 
Optionee's estate or by a person who acquired the right to exercise the 
Incentive Stock option by bequest or inheritance, but only to the extent of the 
right to exercise that would have accrued had the Optionee continued living and 
remained in Continuous Status as an Employee six (6) months after the date of 
death, subject to the limitation set forth in Section 5(b); or

(ii) which occurs within sixty (60) days (or such other period of time not 
exceeding three (3) months as is determined by the Board, with such 
determination being made at the time of grant of the Incentive Stock Option) 
after the termination of Continuous Status as an Employee, the Incentive Stock 
Option may be exercised, at any time within nine (9) months 
following the date of death (but in no event later than the date of expiration 
of the term of such Incentive Stock Option as set forth in the Incentive Stock 
Option Agreement), by the Optionee's estate or by a person who acquired the 
right to exercise the Incentive Stock Option by bequest or inheritance, but only
to the extent of the right to exercise that had accrued at the date of 
termination.

11.  Non-Transferability of Incentive Stock Options.  No Incentive Stock Option 
may be sold, pledged, assigned, hypothecated, transferred, or disposed of in any
manner other than by will or by the laws of descent or distribution and may be 
exercised, during the lifetime of the Optionee, only by the Optionee.

12.  Adjustments Upon Changes in Capitalization or Merger.  Subject to any 
required action by the stockholders of the Company, the number of shares of 
Common Stock covered by each outstanding Option, and the number of shares of 
Common Stock which have been authorized for issuance under the Plan but as to 
which no Options have yet been granted or which have been returned to the Plan 
upon cancellation or expiration of an Option, as well as the price per share of
14
Common Stock covered by each such outstanding Option, shall be proportionately 
adjusted for any increase or decrease in the number of 
issued shares of Common Stock resulting form a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common Stock, or any 
other increase or decrease in the number of issued shares of Common Stock 
effected without receipt of consideration by the Company; provided, 
however, that conversion of any convertible securities of the Company shall not 
be deemed to have been "effected without receipt of consideration."  Such 
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive.  Except as expressly provided herein, no 
issuance by the Company of shares of stock of any class, or securities 
convertible into shares of stock of any class, shall affect, and no adjustment 
by reason thereof shall be made with respect to, the number or price of shares 
of Common Stock subject to an Option.

In the event of the proposed dissolution or liquidation of the Company, the 
Option will terminate immediately prior to the consummation of such proposed 
action, unless otherwise provided by the Board.  The Board may, in the exercise 
of its sole discretion in such instances, declare that any Option shall 
terminate as of a date fixed by the Board and give each Optionee the right to 
exercise his Option as to all or any part of the Optioned Stock, including 
Shares as to which the Option would not otherwise be exercisable.  In the event 
of a proposed sale of all or substantially all of the assets of the Company, or 
the merger of the Company with or into another corporation, the Option shall be 
assumed or an equivalent option shall be substituted by such successor 
corporation or a parent or subsidiary of such successor corporation.  Unless the
option agreement granting an Option to an Optionee specifically provides 
otherwise, in the event that such successor corporation refuses to assume the 
Option or to substitute an equivalent option, the Board shall, in lieu of such 
assumption or substitution, provide for the Optionee to have the right to 
exercise the Option as to all of the Optioned Stock, including Shares as to 
which the Option would not otherwise be exercisable.  The board shall give 
written notice to each holder of an Option of the pendency of the sale of 
substantially all of the assets of the Company, a merger involving the Company 
or the dissolution or liquidation of the Company not less than ten days prior to
such transaction.  If the Board makes an Option fully 
exercisable in lieu of assumption or substitution in the event of a merger or 
sale of assets, the Board shall notify the Optionee that the Option shall be 
fully exercisable for a period of thirty (30) days from the date of such notice,
and the Option will terminate upon the expiration of such period.

13.  Time of Granting Options.  The date of grant of an Option shall, for all 
purposes, be the date on which the Board makes the determination granting such 
Option.  Notice of the determination shall be given to each Employee or 
Consultant to whom an Option is so granted within a reasonable time after the 
date of such grant.

14.  Amendment and Termination of the Plan.

(a)  Amendment and Termination.  The Board may amend or terminate the Plan from 
time to time in such respects as the Board may deem advisable; provided that the
following revisions or amendments shall require approval of the stockholders of 
the Company in the manner described in Section 18 of the Plan:

(i)  any increase in the number of Shares subject to the Plan, other than in 
connection with an adjustment under Section 12 of the Plan;

(ii) any change in the designation of the class of persons eligible to be 
granted Options; or     

(iii)if the Company has a class of equity securities registered under Section 12
of the Exchange Act at the time of such revision or amendment, any material 
increase in the benefit accruing to participants under the Plan.

(b)  Stockholder Approval.  If any amendment requiring stockholder approval
15
under Section 14(a) of the Plan is made subsequent to the first registration of 
any class of equity securities by the Company under Section 12 of the Exchange 
Act, such stockholder approval shall be solicited as 
described in Section 18 of the Plan.

(c)  Effect of Amendment or Termination.  Any such amendment or termination of 
the plan shall not affect Options already granted and such Options shall remain 
in full force and effect as if this Plan had not been amended or terminated, 
unless mutually agreed otherwise between the Optionee and the 
Board, which agreement must be in writing and signed by the Optionee and the 
Company.

15.  Conditions Upon Issuance of Shares.  Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all 
relevant provisions of law, including, without limitation, the 
Securities Act of 1933, as amended, the Exchange Act, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange 
upon which the Shares may then be listed, and shall be further subject to the 
approval of counsel for the Company with respect to such compliance.

As a condition to the exercise of an Option, the Company may require the person 
exercising such Option to represent and warrant at the time of any such exercise
that the Shares are being purchased only for investment and without any present 
intention to sell or distribute such Shares if, in the opinion of counsel for 
the Company, such a representation is required by any of the aforementioned 
relevant provisions of law.

16.  Reservation of Shares.  The Company, during the term of this Plan, will at 
all times reserve and keep available such number of Shares as shall be 
sufficient to satisfy the requirements of the Plan.

The inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, shall relieve the 
Company of any liability in respect of the failure to issue or 
sell such Shares as to which such requisite authority shall not have been 
obtained.

17.  Option Agreement.  Options shall be evidenced by written option agreements 
in such form as the Board shall approve.

18.  Stockholder Approval.

(a)  Continuance of the Plan shall be subject to approval by the stockholders of
the Company within twelve (12) months before or after the date the Plan is 
adopted.  If such stockholder approval is obtained at a duly held stockholders' 
meeting, it must be obtained by the affirmative vote of the holders of a 
majority of the outstanding shares of the Company, or if such stockholder 
approval is obtained by written consent, it must be obtained by the written 
consent of the holders of a majority of the outstanding shares of the Company; 
provided, however, that approval at a meeting or by written consent may be 
obtained by a lesser degree of stockholder approval if the Board determines, in 
its discretion after consultation with the Company's legal counsel, that such a 
lesser degree of stockholder approval will comply with all applicable laws and 
will not adversely
affect the qualification of the Plan under Section 422 of the Code.

(b)  If and in the event that the Company registers any class of equity 
securities pursuant to Section 12 of the Exchange Act, any required approval of 
the stockholders of the Company obtained after such registration shall be 
solicited substantially in accordance with Section 14(a) of the Exchange Act and
the rules and regulations promulgated thereunder.

19.  Gender Reference.  The words "he", "him" or "his" shall be deemed to 
include the feminine and neuter gender of such words.
16
Adopted by the Board of Directors of the Company on June 1, 1994, and approved 
by the stockholders of the Company on June 1, 1994.

                                               /s/ STEVEN L. JESKE       
                                               ------------------- 
                                               Steven L. Jeske, Secretary
17                                                                      
                               EXHIBIT 4.4

         ASSUMPTION AND AMENDMENT OF INCENTIVE STOCK OPTION AGREEMENT

	This Assumption and Amendment of Incentive Stock Option Agreement 
("Agreement") is entered into effective as of November 1, 1997 ("Effective 
Date") by and between Petco Animal Supplies, Inc., a Delaware corporation 
("Company") and __________________ ("Optionee"), with reference to the following
facts:

	A.	WHEREAS, PetCare Plus, Inc., a Delaware corporation ("PetCare") has 
merged with and into the Company ("Merger") pursuant to that certain Agreement 
and Plan of Merger dated October 20, 1997 ("Merger Agreement"); and

	B.	WHEREAS, pursuant to the Merger Agreement, the Company assumed all 
vested and unvested outstanding options ("PetCare Options") to purchase PetCare 
common stock under the PetCare 1989 Stock Option Plan ("Plan"), which Plan was 
assumed by the Company pursuant to the Merger, and pursuant to such assumption 
of PetCare Options, such options were deemed to be options to purchase the 
common stock, $0.0001 par value, of the Company ("Company Common Stock") in 
accordance with the terms of the Merger Agreement; and

	C.	WHEREAS, prior to the Merger, Optionee was the holder of PetCare 
Options pursuant to that certain Second Amended and Restated Incentive Stock 
Option Agreement between Optionee and PetCare dated _______________(the "PetCare
Option Agreement"); and

	D.	WHEREAS, the parties desire to amend and restate the PetCare Option 
Agreement in its entirety to reflect the terms and conditions relating to the 
Company's assumption of the PetCare Options as described in the Merger 
Agreement.

	NOW THEREFORE, in consideration of the mutual covenants and premises 
contained herein and for other good and valuable consideration, the receipt and 
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

	1.	Assumption of Option; Vesting.  The Company hereby assumes the 
option granted to Optionee pursuant to the PetCare Option Agreement (the 
"Option") which, pursuant to the terms of the Merger Agreement, is exercisable 
to purchase up to an aggregate of __________ shares of Company Common Stock 
("Option Shares"), which number of Option Shares is subject to adjustment as 
provided in Section 3 below, and further provided that the Option is subject to 
the terms of the Plan, the provisions of which are incorporated herein by 
reference.  The foregoing option to purchase the Option Shares shall vest in 
accordance with the following restated vesting schedule:
		
         DATE				NUMBER OF OPTION SHARES VESTED
         ___________			_______________
         ___________			_______________
         ___________			_______________			

	2.	Exercise Price and Consideration.  The per share exercise price 
("Exercise Price") shall be $_________, subject to adjustment as provided in 
Section 3 below.
18
		2.1	Form of Consideration.  The consideration to be paid for the 
Option Shares to be issued upon exercise of the Option, including the method of 
payment, shall be determined by the Company's Board of Directors and may consist
entirely of cash, check, other shares of Company Common Stock having a fair 
market value on the date of surrender equal to the aggregate exercise price of 
the Option Shares as to which said Option shall be exercised, or any combination
of such methods of payment, or such other consideration and method of payment 
for the issuance of Option Shares to the extent permitted under Sections 150, 
153, and 157 of the Delaware General Corporation Law.  In making its 
determination as to the type of consideration to accept, the Board of Directors 
shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company.

		2.2	Fair Market Value.  The fair market value of shares of Company 
Common Stock delivered to the Company as payment of the purchase price upon 
exercise of an Option shall be the closing price per share as reported by the 
National Association of Securities Dealers Automated Quotation ("NASDAQ") 
National Market System) for the date of exercise, as reported in The Wall Street
Journal (or, if not so reported, as otherwise reported by the NASDAQ System) or,
if the Common Stock is listed on a stock exchange, the fair market value per 
share shall be the closing price on such exchange on the date of exercise of the
Option, as reported in The Wall Street Journal.

	3.	Adjustment of Option Shares and Exercise Price.  The parties agree 
that in order to ensure that Optionee is treated in the same manner as the 
stockholders of PetCare who were signatories to the Merger Agreement and other 
holders of the common stock of PetCare immediately prior to the Merger 
(collectively, "Stockholders"), the number of Option Shares which may be 
received upon the exercise of the Option and the Exercise Prices shall be 
adjusted as set forth herein.  For purposes of determining 
the number of shares of Company Common Stock received by the Stockholders 
pursuant to Section 3.1 below, only those shares of Company Common Stock 
ultimately received by the Stockholders with respect to the 11,877,638 shares of
PetCare common stock outstanding and owned by the Stockholders immediately prior
to the Merger shall be counted, and any Company Common Stock received by the 
Stockholders or holders of options to purchase Company Common Stock or PetCare 
Common Stock with respect to any exercise of any stock options subsequent to the
Merger shall not be counted.

		3.1	Adjustment of Option Shares.  If the Stockholders ultimately 
receive fewer shares of Company Common Stock as a result of offsets against the 
shares of Company Common Stock deposited by the Stockholders pursuant to Section
8.03 of the Merger Agreement (the "Held Back Shares"), then the number of Option
Shares granted under Section 1 above shall be proportionately reduced by 
multiplying such number of Option Shares by the fraction ("Fraction") equal to 
the quotient of (a) the aggregate number of shares of Company Common Stock 
actually received by the 
Stockholders, divided by (b) One Million Five Hundred Forty-Three Thousand Four 
Hundred Forty-Five (1,543,445), with the result being the revised number of 
Option Shares for which the Option may be exercised.

		3.2	Adjustment of Exercise Price.  If the Stockholders ultimately 
receive fewer shares of Company Common Stock as a result of offsets against the 
Held Back Shares, then the Exercise Price shall be increased by dividing the 
Exercise Price by the Fraction, with the result being the revised Exercise Price
for all Option Shares.

	4.	Exercise of Option.  Subject to the second sentence of this Section, 
an Option shall be deemed to be exercised when the Optionee or other authorized 
person gives to the Company written notice of such exercise and full payment for
the Option Shares with respect to which the Option is exercised has been 
received by the Company.  If any Option is exercised prior to such date after 
the Effective Date as financial results covering at least thirty (30) days of
19
the combined post-closing operations of PetCare and the Company after the 
Effective Date have been, within the meaning of Accounting Series Release No. 
130, as amended, of the Securities and Exchange Commission, filed by the Company
with the Securities and Exchange Commission or published by the Company in an 
Annual Report on 
Form 10-K, a Quarterly Report on Form 10-Q, a Current Report on Form 8-K, a 
quarterly earnings report, a press release or other public issuance which 
includes combined sales and income of PetCare and the Company (the "Release 
Date"), then as conditions to the exercise of such Option, (i) the Optionee 
shall become a signatory to that certain Escrow Agreement of even date herewith 
entered into by and between the Company, Union Bank of California, N.A. and the 
Stockholders ("Escrow Agreement") and be bound by the terms thereof, and (ii) 
ten percent (10%) of such Option Shares to be received pursuant to the exercise 
of the Option shall be deposited into escrow pursuant to Section 8.03 of the 
Merger Agreement and held as part of the Escrowed Property, as such term is 
defined in the Escrow Agreement.

	Until the issuance (as evidenced by the appropriate entry on the books of 
the Company or of a duly authorized transfer agent of the Company) of the stock 
certificate evidencing such Option Shares, no right to vote or receive dividends
or any other rights as a stockholder shall exist with respect to the Option 
Shares, notwithstanding the exercise of the Option.  The Company shall issue (or
cause to be issued) such stock certificates promptly upon exercise of the 
Option.  No adjustment will be made for a 
dividend or other right for which the record date is prior to the date of the 
stock certificate is issued, except as provided in the Plan.

	Exercise of an Option in any manner shall result in a decrease in the 
number of Option Shares which thereafter may be available, both for purposes of 
the Plan and for sale under the Option, by the number of Option Shares as to 
which the Option is exercised.

	5.	Restrictions on Transfer.  Optionee acknowledges and agrees that 
with respect to all or any portion of the Option which is exercised before the 
Release Date, all shares of Company Common Stock received upon such exercise 
shall be restricted and shall not be assigned, transferred or conveyed until the
Release Date, except to the Escrow Agent named in the Escrow Agreement.  Any 
attempted assignment, transfer or conveyance of such shares of Company Common 
Stock in violation of this Section 5 shall be 
null and void and without effect.

	6.	Term of Option.

		6.1	General Rule.  Except as provided in Section 6.2 hereof or as 
otherwise provided in the Plan, the term of the Option granted pursuant to 
Section 1 hereof shall be as follows: the Option shall expire as to ________ 
shares on _________.

		6.2	Employment of Optionee Terminated.  If Optionee dies, or 
resigns or is terminated, with or without cause, as an employee of the Company 
for any reason whatsoever (an "Event of Termination"), then the Option shall be 
exercisable for sixty (60) days following such Event of 
Termination, and to the extent that such Option was not exercisable on the date 
of such Event of Termination, or if such Option is not exercised (to the extent 
it was entitled to be exercised) within the sixty (60) day period, the Option 
shall terminate.

	7.	Non-Transferability of Option.  The Option may not be sold, pledged, 
assigned, hypothecated, transferred, or disposed of in any manner other than by 
will or by the laws of descent or distribution and may be exercised, during the 
lifetime of the Optionee, only by the Optionee.
 
	8.	Conditions Upon Issuance of Option Shares.  Option Shares shall not 
be issued pursuant to the exercise of the Option unless the exercise of such 
Option and the issuance and delivery of such Option Shares pursuant thereto 
shall comply with all relevant provisions of law, including, without limitation,
the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
20
amended, the rules and regulations promulgated thereunder, and the requirements 
of any stock exchange upon which the 
Common Stock may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

	As a condition to the exercise of the Option, the Company may require the 
person exercising such Option to represent and warrant at the time of any such 
exercise that the Option Shares are being purchased only for investment and 
without any present intention to sell or distribute such Option Shares if, in 
the opinion of counsel for the Company, such a representation is required by any
of the aforementioned relevant provisions of law.

	As a condition to the issuance of Option Shares, the Optionee shall (a) 
remit to the Company at the time of any exercise of the Option any taxes 
required to be withheld by the Company under Federal, State or local law as a 
result at the exercise of the Option, and/or (b) instruct the Company to 
withhold in accordance with applicable law from any compensation payable to the 
Optionee the taxes required to be withheld by the Company under Federal, State 
or local law as a result of the exercise of 
the Option.

	9.	Amendment and Restatement of PetCare Option Agreement.  This 
Agreement amends and restates the PetCare Option Agreement in its entirety.

	10.	Multiple Counterparts.  This Agreement may be executed in one or 
more counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same instrument.

	IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Assumption and Amendment of Incentive  Stock Option Agreement as of the date 
first above written.

OPTIONEE:

_______________________________
Name:

PETCO ANIMAL SUPPLIES, INC.
a Delaware corporation

_______________________________
James M. Myers
Senior Vice President - Finance
21                                                                      
                               EXHIBIT 4.5

            SECOND AMENDED AND RESTATED STOCK OPTION AGREEMENT

	This Second Amended and Restated Nonstatutory Stock Option Agreement 
("Agreement") is entered into effective as of November 1, 1997 ("Effective 
Date") by and between Petco Animal Supplies, Inc., a Delaware corporation 
("Company") and __________________ ("Optionee"), with reference to the following
facts:

	A.  WHEREAS, PetCare Plus, Inc., a Delaware corporation ("PetCare") has 
merged with and into the Company ("Merger") pursuant to that certain Agreement 
and Plan of Merger dated October 20, 1997 ("Merger Agreement"); and

	B.  WHEREAS, pursuant to the Merger Agreement, the Company assumed all 
vested and unvested outstanding options ("PetCare Options") to purchase PetCare 
common stock under the PetCare 1989 Stock Option Plan ("Plan"), which Plan was 
assumed by the Company pursuant to the Merger, and pursuant to such assumption 
of PetCare Options, such options were deemed to be options to purchase the 
common stock, $0.0001 par value, of the Company ("Company Common Stock") in 
accordance with the terms of the Merger Agreement; and

	C.  WHEREAS, prior to the Merger, Optionee was the holder of PetCare 
Options pursuant to that certain Nonstatutory Stock Option Agreement between 
Optionee and PetCare dated____________________ (the "Option Agreement"); and

	D.  WHEREAS, the parties desire to amend and restate the Option Agreement 
in its entirety to reflect the terms and conditions relating to the Company's 
assumption of the PetCare Options as described in the Merger Agreement.

	NOW THEREFORE, in consideration of the mutual covenants and premises 
contained herein and for other good and valuable consideration, the receipt and 
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

	1.  Grant of Option.  Optionee shall have the option ("Option") to 
purchase up to an aggregate of _________ shares of Company Common Stock ("Option
Shares"), which number of Option Shares is subject to adjustment as provided in 
Section 3 below, and further provided that the Option is subject to the terms of
the Plan, the provisions of which are incorporated herein by reference.  The 
foregoing option to purchase the Option Shares shall be fully vested as of the 
Effective Date.

	2.  Exercise Price and Consideration.  The per share exercise price 
("Exercise Price") shall be ______________ subject to adjustment as provided in 
Section 3 below.

	      2.1  Form of Consideration.  The consideration to be paid for the 
Option Shares to be issued upon exercise of the Option, including the method of 
payment, shall be determined by the Company's Board of Directors and may consist
entirely of cash, check, other shares of Company Common Stock having a fair 
market value on the date of surrender equal to the aggregate exercise price of 
the Option Shares as to which said Option shall be exercised, or any combination
of such methods of payment, or such other consideration and method of payment 
for the issuance of Option Shares to the extent permitted under Sections 150, 
153, and 157 of the Delaware General Corporation Law.  In making its 
determination as to the type of consideration to accept, the Board of Directors 
shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company.
22
	     2.2  Fair Market Value.  The fair market value of shares of Company 
Common Stock delivered to the Company as payment of the purchase price upon 
exercise of an Option shall be the closing price per share as reported by the 
National Association of Securities Dealers Automated 
Quotation ("NASDAQ") National Market System) for the date of exercise, as 
reported in The Wall Street Journal (or, if not so reported, as otherwise 
reported by the NASDAQ System) or, if the Common Stock is listed on a stock 
exchange, the fair market value per share shall be the closing price on such 
exchange on the date of exercise of the Option, as reported in The Wall Street 
Journal.

	3.  Adjustment of Option Shares and Exercise Price.  The parties agree 
that in order to ensure that Optionee is treated in the same manner as the 
stockholders of PetCare who were signatories to the Merger Agreement and other 
holders of the common stock of Petcare immediately prior to the Merger 
(collectively, "Stockholders"), the number of Option Shares which may be 
received upon the exercise of the Option and the Exercise Prices shall be 
adjusted as set forth herein.  For purposes of determining the number of shares 
of Company Common Stock received by the Stockholders pursuant to Section 3.1 
below, only those shares of Company Common Stock ultimately received by the 
Stockholders with respect to the 11,877,638 shares of PetCare common stock 
outstanding and owned by the Stockholders immediately prior to the Merger shall 
be counted, and any Company Common Stock received by the Stockholders or holders
of options to purchase Company Common Stock or PetCare Common Stock with respect
to any exercise of any stock options subsequent to the Merger shall not be 
counted.

	     3.1  Adjustment of Option Shares.  If the Stockholders ultimately 
receive fewer shares of Company Common Stock as a result of offsets against the 
shares of Company Common Stock deposited by the Stockholders pursuant to Section
8.03 of the Merger Agreement (the "Held Back Shares"), then the number of Option
Shares granted under Section 1 above shall be proportionately reduced by 
multiplying such number of Option Shares by the fraction ("Fraction") equal to 
the quotient of (a) the aggregate number of shares of Company Common Stock 
actually received by the 
Stockholders, divided by (b) One Million Five Hundred Forty-Three Thousand Four 
Hundred Forty-Five (1,543,445), with the result being the revised number of 
Option Shares for which the Option may be exercised.

	     3.2  Adjustment of Exercise Price.  If the Stockholders ultimately 
receive fewer shares of Company Common Stock as a result of offsets against the 
Held Back Shares, then the Exercise Price shall be increased by dividing the 
Exercise Price by the Fraction, with the result being the revised Exercise Price
for all Option Shares.

	4.  Exercise of Option.  Subject to the second sentence of this Section, 
an Option shall be deemed to be exercised when the Optionee or other authorized 
person gives to the Company written notice of such exercise and full payment for
the Option Shares with respect to which the Option is exercised has been 
received by the Company.  If any Option is exercised prior to such date after 
the Effective Date as financial results covering at least thirty (30) days of 
the combined post-closing operations of PetCare and the Company after the 
Effective Date have been, within the meaning of Accounting Series Release No. 
130, as amended, of the Securities and Exchange Commission, filed by the Company
with the Securities and Exchange Commission or published by the Company in an 
Annual Report on 
Form 10-K, a Quarterly Report on Form 10-Q, a Current Report on Form 8-K, a 
quarterly earnings report, a press release or other public issuance which 
includes combined sales and income of PetCare and the Company (the "Release 
Date"), then as conditions to the exercise of such Option, (i) the Optionee 
shall become a signatory to that certain Escrow Agreement of even date herewith 
entered into by and between the Company, Union Bank of California, N.A. and the 
Stockholders ("Escrow Agreement") and be bound by the terms thereof, and (ii) 
ten percent (10%) of such Option Shares to be received pursuant to the exercise 
of the Option shall be deposited into escrow pursuant to Section 8.03 of the 
Merger Agreement and held as part of the Escrowed Property, as such term is
23
defined in the Escrow Agreement.

	Until the issuance (as evidenced by the appropriate entry on the books of 
the Company or of a duly authorized transfer agent of the Company) of the stock 
certificate evidencing such Option Shares, no right to vote or receive dividends
or any other rights as a stockholder shall exist with respect to the Option 
Shares, notwithstanding the exercise of the Option.  The Company shall issue (or
cause to be issued) such stock certificates promptly upon exercise of the 
Option.  No adjustment will be made for a 
dividend or other right for which the record date is prior to the date of the 
stock certificate is issued, except as provided in the Plan.

    	Exercise of an Option in any manner shall result in a decrease in the 
number of Option Shares which thereafter may be available, both for purposes of 
the Plan and for sale under the Option, by the number of Option Shares as to 
which the Option is exercised.

	5.  Restrictions on Transfer.  Optionee acknowledges and agrees that with 
respect to all or any portion of the Option which is exercised before the 
Release Date, all shares of Company Common Stock received upon such exercise 
shall be restricted and shall not be assigned, transferred or conveyed until the
Release Date, except to the Escrow Agent named in the Escrow Agreement.  Any 
attempted assignment, transfer or conveyance of such shares of Company Common 
Stock in violation of this Section 5 shall be 
null and void and without effect.

	6.  Term of Option.

	     6.1  General Rule.  Except as provided in Section 6.2 hereof or as 
otherwise provided in the Plan, the term of the Option granted pursuant to 
Section 1 hereof shall be as follows: the Option shall expire as to __________ 
shares on_________________.

	     6.2  Employment of Optionee Terminated.  If Optionee dies, or resigns 
or is terminated, with or without cause, as an employee of the Company for any 
reason whatsoever (an "Event of Termination"), then the Option shall be 
exercisable for sixty (60) days following such Event of 
Termination, and to the extent that such Option was not exercisable on the date 
of such Event of Termination, or if such Option is not exercised (to the extent 
it was entitled to be exercised) within the sixty (60) day period, the Option 
shall terminate.

	7.  Non-Transferability of Option.  The Option may not be sold, pledged, 
assigned, hypothecated, transferred, or disposed of in any manner other than by 
will or by the laws of descent or distribution and may be exercised, during the 
lifetime of the Optionee, only by the Optionee.

	8.  Conditions Upon Issuance of Option Shares.  Option Shares shall not be 
issued pursuant to the exercise of the Option unless the exercise of such Option
and the issuance and delivery of such Option Shares pursuant thereto shall 
comply with all relevant provisions of law, including, without limitation, the 
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as 
amended, the rules and regulations promulgated thereunder, and the requirements 
of any stock exchange upon which the Common Stock may then be listed, and shall 
be further subject to the approval of counsel for the Company with respect to 
such compliance.

	As a condition to the exercise of the Option, the Company may require the
23
person exercising such Option to represent and warrant at the time of any such 
exercise that the Option Shares are being purchased only for investment and 
without any present intention to sell or distribute such Option Shares if, in 
the opinion of counsel for the Company, such a representation is required by any
of the aforementioned relevant provisions of law.

	As a condition to the issuance of Option Shares, the Optionee shall (a)
24
remit to the Company at the time of any exercise of the Option any taxes 
required to be withheld by the Company under Federal, State or local law as a 
result at the exercise of the Option, and/or (b) instruct the Company to 
withhold in accordance with applicable law from any compensation payable to the 
Optionee the taxes required to be withheld by the Company under Federal, State 
or local law as a result of the exercise of 
the Option.

	9.  Amendment of Option Agreement.  This Agreement amends and restates the 
Option Agreement in its entirety and the Option Agreement shall be of no further
force or effect.

	10.  Multiple Counterparts.  This Agreement may be executed in one or more 
counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same instrument.

	IN WITNESS WHEREOF, the parties hereto have executed and delivered this 
Second Amended and Restated Nonstatutory Stock Option Agreement as of the date 
first above written.

OPTIONEE:

_______________________________
Name:

PETCO ANIMAL SUPPLIES, INC.
a Delaware corporation

_______________________________
James M. Myers
Senior Vice President - Finance
25
                                 EXHIBIT 5.1

	                [LETTERHEAD OF LATHAM & WATKINS]

 
                               March 20, 1998
 

Petco Animal Supplies, Inc.
9125 Rehco Road
San Diego, California  92121

		Re: Registration Statement on Form S-8;
		    188,344 Shares of Common Stock, Par Value $.0001 Per Share

Ladies and Gentlemen:

		In connection with the registration by Petco Animal Supplies, Inc., 
a Delaware corporation (the "Company"), of 188,344 shares of common stock of the
Company, par value $.0001 per share (the "Shares"), of the Company to be issued 
upon the exercise of options granted under the PetCare Plus, Inc. 1989 Stock 
Option Plan (the "Plan"), under the Securities Act of 1933, as amended (the 
"Act"), on a Registration Statement on Form S-8 filed with the Securities and 
Exchange Commission (the "Commission") on March 20, 1998 (as amended from time 
to time, the "Registration Statement"), you have requested our opinion with 
respect to the matters set forth below.

		In our capacity as your counsel in connection with such 
registration, we are familiar with the proceedings taken and proposed to be 
taken by the Company in connection with the authorization, issuance and sale of 
the Shares, and for the purposes of this opinion, have assumed such proceedings 
have been timely completed in the manner described in the Registration 
Statement.  In addition, we have made such legal and factual examinations and 
inquiries, including an examination of originals or copies 
certified or otherwise identified to our satisfaction of such documents, 
corporate records and instruments, as we have deemed necessary or appropriate 
for purposes of this opinion.

		In our examination, we have assumed the genuineness of all 
signatures, the authenticity of all documents submitted to us as originals, and 
the conformity to authentic original documents of all documents submitted to us 
as copies.

		We are opining herein as to the effect on the subject transaction 
only of the General Corporation Law of the State of Delaware, and we express no 
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or any other laws, or as to any matters of 
municipal law or the laws of any other local agencies within the state.

		Subject to the foregoing, it is our opinion that, as of the date of 
this opinion, the Shares have been duly authorized, and, upon the exercise of 
the options and the payment for the Shares in accordance with the terms set 
forth in the Plan, the Shares will be validly issued, fully paid and non-
assessable.
26
		We consent to your filing this opinion as an exhibit to the 
Registration Statement.

							Very truly yours,

							/s/ LATHAM & WATKINS
                                          --------------------
27
                             	EXHIBIT 23.1

	              CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Petco Animal Supplies, Inc:

We consent to the use of our reports incorporated herein by reference.

	                                    /s/ KPMG PEAT MARWICK LLP
                                          -------------------------
San Diego, California
March 20, 1998
28
	                         EXHIBIT 23.2

	          CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by 
reference of our report dated March 15, 1996 on the financial statements of Pet 
Food Warehouse, Inc. (which are included in the restated pooled financial 
statements of Petco Animal Supplies, Inc.) in this Registration Statement on 
Form S-8 of Petco Animal Supplies, Inc.  It should be noted that we have not 
audited any financial statements of Pet Food Warehouse, Inc. subsequent to 
February 3, 1996 or performed any audit procedures 
subsequent to the date of our report.

	                                    /s/ ARTHUR ANDERSEN LLP
                                          -----------------------

Minneapolis, Minnesota
March 20, 1998