AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 2007



                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                            FORM S-8

     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      PETMED EXPRESS, INC.
      ----------------------------------------------------
     (Exact name of registrant as specified in its charter)

        Florida                               65-0680967
 ----------------------          ----------------------------------
(State of incorporation)        (I.R.S. Employer Identification No.)

                      1441 S.W. 29th Avenue
                  Pompano Beach, Florida 33069
   -----------------------------------------------------------
  (Address, including zip code, of Principal Executive Offices)

                2006 EMPLOYEE EQUITY COMPENSATION
                      RESTRICTED STOCK PLAN
                     ----------------------
                    (Full title of the plan)

                       Mr. Menderes Akdag
                     Chief Executive Officer
                      PetMed Express, Inc.
                      1441 S.W. 29th Avenue
                  Pompano Beach, Florida 33069
                         (954) 979-5995
     --------------------------------------------------------
    (Name, address, and telephone number, including area code,
                  of agent for service)

                            Copies to:

                     Roxanne K. Beilly, Esq.
               Schneider Weinberger and Beilly LLP
               2200 Corporate Boulevard, Suite 210
                    Boca Raton, Florida 33431
                     (561)362-9595 telephone
                    (561)361-9612 telecopier


<PAGE>

<TABLE>
<CAPTION>
                            CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------
 Title of securities    Amount to be    Proposed          Proposed      Amount of
  to be registered       registered      maximum          maximum      registration
                                      offering price     aggregate          fee
                                       per share (1) offering price (1)
------------------------------------------------------------------------------------
<S>                       <C>             <C>            <C>              <C>
Common stock, par value   1,000,000       $14.89         $14,890,000      $457.12
$0.001 per share (2)
------------------------------------------------------------------------------------
</TABLE>
(1)    Estimated  solely  for  the  purpose  of  calculating  the
registration  fee.  Pursuant  to Rule  457  under  the  Act,  the
offering  price  and registration fee are based  on  a  price  of
$14.89  per share, which price is an average of the high and  low
prices  of  the  Common Stock as reported by  the  NASDAQ  Global
Select Market on August 6, 2007.

(2)   Pursuant to Rule 416, there are also being registered  such
additional and indeterminable number of shares of common stock as
may  be  issuable due to adjustments for changes  resulting  from
stock dividends, stock splits and/or similar transactions.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  This  Registration  Statement  registers  1,000,000  shares  of
common stock, $0.001 par value (the "Shares"), of PetMed Express,
Inc. (the "Company", "we", "our" or "us") that may be issued  and
sold   under  the  PetMed  Express,  Inc.  2006  Employee  Equity
Compensation  Restricted  Stock  Plan  (the  "Plan"),   and   any
additional shares which may be issued under the Plan as a  result
of   a   stock  split,  stock  dividend  or  other  anti-dilution
provision.

Item 1.   Plan Information

  Items  1  and  2 of this Part I, and the documents incorporated
herein by reference pursuant to Item 3 of Part II of this Form S-
8,  constitute the first prospectus ("Plan Prospectus")  relating
to  issuances to our employees, directors, consultants and others
of  up  to  803,975 shares of common stock pursuant to the  Plan.
Pursuant  to the requirements of Form S-8 and Rule 428,  we  will
deliver  or  cause  to  be  delivered to  Plan  participants  any
required information as specified by Rule 428(b)(1).  The  second
prospectus ("Resale Prospectus"), may be used in connection  with
reoffers  and resales, made on a delayed or continuous  basis  in
the  future, as provided in Rule 415 under the Securities Act  of
1933, as amended ("Securities Act"), of shares of common stock of
the   Company   acquired  by  Plan  participants  who   are   our
"affiliates"  as  such  term is defined in  Rule  405  under  the
Securities  Act, which shares constitute "control securities"  as
such  term is defined in General Instruction C to Form  S-8.  The
Plan Prospectus has been omitted from this Registration Statement
as  permitted  by  Part I of Form S-8. The Resale  Prospectus  is
filed as part of this Registration Statement as required by  Form
S-8.

Item 2.   Company Information and Employee Plan Annual Information

  We  will  provide without charge, upon written or oral request,
the  documents incorporated by reference in Item 3 of Part II  of
this Registration Statement.  These documents are incorporated by
reference  in  the Section 10(a) Plan Prospectus.  We  will  also
provide  without charge, upon written or oral request, all  other
documents required to be delivered to recipients pursuant to Rule
428(b).   Any and all such requests shall be directed  to  PetMed
Express,   Inc.,  attention  Bruce  Rosenbloom,  Chief  Financial
Officer,  at  our  principal office at  1441  S.W.  29th  Avenue,
Pompano Beach, Florida 33069, telephone number (954) 979-5995.


                                  2
<PAGE>


THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED  BY  THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED
ON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

  No  person has been authorized by us to give any information or
to  make  any  representation other than  as  contained  in  this
prospectus   and,   if  given  or  made,  such   information   or
representation must not be relied upon as having been  authorized
by   us.   Neither  the  delivery  of  this  prospectus  nor  any
distribution  of  the shares of common stock issuable  under  the
terms  of  the  Plan shall, under any circumstances,  create  any
implication  that there has been no change in our  affairs  since
the date hereof.

   Our  principal offices are located at 1441 S.W.  29th  Avenue,
Pompano  Beach,  Florida 33069, telephone number (954)  979-5995.
Our  fiscal  year end is March 31.  Information which appears  on
our website is not part of this prospectus.

THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL  SECURITIES
IN  ANY  STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE  SUCH
OFFER IN SUCH STATE.














                                  3
<PAGE>


                       REOFFER PROSPECTUS

                      PETMED EXPRESS, INC.

                      1441 S.W. 29th Avenue
                  Pompano Beach, Florida 33069
                         (954) 979-5995

                1,000,000 Shares of Common Stock

  This  prospectus forms a part of a Registration Statement which
registers an aggregate of 1,000,000 shares of common stock issued
or issuable from time to time under the PetMed Express, Inc. 2006
Employee Equity Compensation Restricted Stock Plan (the "Plan").

  This  prospectus  covers the resale of shares of  common  stock
granted  under  the Plan (1) by persons who are our  "affiliates"
within  the meaning of federal securities laws or (2) by  persons
who  hold "restricted securities" acquired under the Plan whether
or not held by affiliates.  We will not receive any proceeds from
sales  of  shares by selling security holders.  Selling  security
holders may sell all or a portion of the shares from time to time
either  directly in private transactions, or through one or  more
brokers  or  dealers on the NASDAQ Global Select Market,  or  any
other  market or exchange on which the common stock is quoted  or
listed for trading, at such prices and upon such terms as may  be
obtainable.  These  sales may be at fixed prices  (which  may  be
changed),  at market prices prevailing at the time  of  sale,  at
prices  related to such prevailing market prices or at negotiated
prices.

  Our  common stock is traded on the NASDAQ Global Select  Market
under the symbol "PETS." On August 6, 2007, the closing price  of
a  share  of our common stock on the NASDAQ Global Select  Market
was $15.01 per share.

  Upon  any  sale  of  the  common stock by  a  selling  security
holder,  any  participating agents, brokers,  dealers  or  market
makers  may be deemed to be underwriters as that term is  defined
in the Securities Act, and commissions or discounts or any profit
realized  on the resale of such securities purchased by them  may
be  deemed to be underwriting commissions or discounts under  the
Securities Act.

    No  underwriter  is  being utilized in connection  with  this
offering.  We  will pay all expenses incurred in connection  with
this offering and the preparation of this Resale Prospectus.

  THIS  INVESTMENT  INVOLVES A HIGH DEGREE OF  RISK.  PLEASE  SEE
"RISK FACTORS" BEGINNING ON PAGE 3.

  THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY  THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION  PASSED
ON   THE   ACCURACY   OR  ADEQUACY  OF  THIS   PROSPECTUS.    ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

  THIS   PROSPECTUS  DOES  NOT  CONSTITUTE  AN  OFFER   TO   SELL
SECURITIES  IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL  TO
MAKE SUCH OFFER IN SUCH STATE.

  The date of this prospectus is August 7, 2007.

  When  used  in  this  prospectus, the terms  "PetMed  Express,"
"we,"  "our," and "us" refer to PetMed Express, Inc.,  a  Florida
corporation, and our subsidiaries.  The information which appears
on our website is not part of this prospectus.


<PAGE>


WHERE YOU CAN FIND MORE INFORMATION

  We  are  subject  to  the  informational  requirements  of  the
Securities  Exchange  Act of 1934, as amended  ("Exchange  Act"),
and,  in  accordance therewith, we file reports, proxy statements
and   other   information  with  the  Securities   and   Exchange
Commission.   Our SEC filings are available over the Internet  at
the  SEC's web site at http://www.sec.gov.  You may also read and
copy  any  document we file with the SEC at its public  reference
facilities:

          Public Reference Room Office
          100 F Street, N.E.
          Room 1580
          Washington, D.C. 20549

  You  may  also  obtain  copies of the documents  at  prescribed
rates  by writing to the Public Reference Section of the  SEC  at
100 F Street, N.E., Room 1580, Washington, D.C. 20549. Callers in
the  United  States  can  also  call 1-202-551-8090  for  further
information on the operations of the public reference facilities.

  We  have filed with the Commission a Registration Statement  on
Form  S-8  under  the  Securities  Act,  to  register  with   the
Commission the resale of the shares of the Common Stock described
in this Resale Prospectus. This Resale Prospectus is part of that
Registration   Statement,  and  provides  you  with   a   general
description  of the shares of the Common Stock being  registered,
but  does not include all of the information you can find in  the
Registration Statement or the exhibits. You should refer  to  the
Registration  Statement  and its exhibits  for  more  information
about us, and the shares of Common Stock being registered.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

  The   following  documents  filed  by  us  with  the  SEC   are
incorporated herein by reference and made a part hereof:

- The Company's Annual Report on Form 10-K for the fiscal year
  ended March 31, 2007, filed on June 4, 2007,
- The Company's Proxy Statement for the Company's Annual
  Meeting of Stockholders, filed with the Commission on June 29,
  2007, and
- The  updated description of common stock contained  in  our
  Registration Statement on Form 10-SB12G, filed on  January  10,
  2000, including any amendment or report filed for the purpose of
  updating such description.

  In  addition, all reports and documents filed by us pursuant to
Section  13(a), 13(c), 14 or 15(d) of the Exchange Act, prior  to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities  then  remaining  unsold,  shall  be  deemed   to   be
incorporated by reference herein and to be a part hereof from the
respective  date  of  filing of such  documents.   Any  statement
incorporated by reference herein shall be deemed to  be  modified
or  superseded  for  purposes of this Resale  Prospectus  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 statement modified or superseded  shall  not  be
deemed,  except as so modified or superseded, to constitute  part
of  this  prospectus. Nothing in this Resale Prospectus shall  be
deemed to incorporate information furnished by us, but not  filed
with the Commission, pursuant to Items 2.02, 7.01 or 9.01 of Form
8-K.




                                  2
<PAGE>


  We  hereby undertake to provide without charge to each  person,
including  any  beneficial owner, to whom a copy  of  the  Resale
Prospectus has been delivered, on the written request of any such
person,  a copy of any or all of the documents referred to  above
which  have  been  or may be incorporated by  reference  in  this
Resale   Prospectus,  other  than  exhibits  to  such  documents.
Written  requests  for  such copies should  be  directed  to  the
Corporate Secretary, PetMed Express, Inc., 1441 S.W. 29th Avenue,
Pompano Beach, Florida 33069, telephone number (954) 979-5995.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

  This  Resale  Prospectus  and  the  documents  incorporated  by
reference herein contain "forward looking statements" within  the
meaning  of the Private Securities Litigation Reform Act of  1995
and  the  provisions  of Section 27A of the  Securities  Act  and
Section  21E of the Exchange Act (which Sections were adopted  as
part  of Private Securities Litigation Reform Act of 1995). While
management  has  based  any forward-looking statements  contained
herein on its current expectations, the information on which such
expectations   were  based  may  change.  These   forward-looking
statements  rely  on  a number of assumptions  concerning  future
events  and are subject to a number of risks, uncertainties,  and
other  factors,  many of which are outside of our  control,  that
could  cause  actual  results  to  materially  differ  from  such
statements. Such risks, uncertainties, and other factors include,
but  are  not necessarily limited to, those set forth  under  the
caption  "Risk  Factors." In addition, we  operate  in  a  highly
competitive and rapidly changing environment, and new  risks  may
arise.  Accordingly, investors should not place any  reliance  on
forward-looking statements as a prediction of actual results.  We
disclaim any intention to, and undertake no obligation to, update
or revise any forward-looking statement.

THE COMPANY

   PetMed Express, Inc. and subsidiaries, d/b/a 1-800-PetMeds, is
a   leading   nationwide  pet  pharmacy.   The  Company   markets
prescription  and  non-prescription pet  medications,  and  other
health  products  for  dogs,  cats,  and  horses  direct  to  the
consumer.  The Company offers consumers an attractive alternative
for obtaining pet medications in terms of convenience, price, and
speed  of  delivery.   The Company markets its  products  through
national  television,  online, and direct mail/print  advertising
campaigns,  which aim to increase the recognition of the  "1-800-
PetMeds"   brand  name,  increase  traffic  on  its  website   at
www.1800petmeds.com, acquire new customers, and  maximize  repeat
-------------------
purchases.

RISK FACTORS

  Before you invest in our securities, you  should be  aware that
there are various risks.  Additional risks and  uncertainties not
presently  known  to  us  or  that  we currently  believe  to  be
immaterial  may  also  adversely affect our business. You  should
consider carefully these risk  factors,  together with all of the
other information included in this  prospectus  before you decide
to purchase our securities.  If any of  the  following  risks and
uncertainties   develops  into   actual  events,  our   business,
financial condition or results of operations could be  materially
adversely  affected  and you could lose your entire investment in
our company.

There  can  be  no  assurances that  we  can  sustain  profitable
operations in future periods.

  We   reported  net  income  of  $14,444,000,  $12,064,000,  and
$8,010,000 for the fiscal years ended March 31, 2007,  2006,  and
2005, respectively.  Our profitability during fiscal 2007 was due
to  increases in our reorder and new order revenue.  There are no
assurances  we  will  continue  to  generate  revenues  at   this
increased level, or that we will remain profitable during  fiscal
2008   and  beyond.   If  our  operations  were  to  cease  being
profitable,  our liquidity in future periods would  be  adversely
affected.

We may fail to comply with various state regulations covering the
dispensing  of prescription pet medications. We could be  subject
to  reprimands, sanctions, probations, fines, suspensions, or the
loss of one or more of our pharmacy licenses.


                                  3
<PAGE>


  The  sale  and  delivery  of prescription  pet  medications  is
generally  governed  by state laws and state regulations.   Since
our  pharmacy is located in the State of Florida, the Company  is
governed  by  the laws and regulations of the State  of  Florida.
Each  prescription pet medication sale we make is likely also  to
be  covered  by  the  laws of the state  where  the  customer  is
located.   The  laws and regulations relating  to  the  sale  and
delivery  of  prescription pet medications  vary  from  state  to
state, but generally require that prescription pet medications be
dispensed with the authorization from a prescribing veterinarian.
To  the  extent that we are unable to maintain our license  as  a
community pharmacy with the Florida Board of Pharmacy, or  if  we
do not maintain the licenses granted by other state boards, or if
we  become  subject  to actions by the FDA, or other  enforcement
regulators, our distribution of prescription medications  to  pet
owners could cease, which could have a material adverse effect on
our operations.

  While  we make every effort to fully comply with the applicable
state rules, laws and regulations, from time to time we have been
the   subject   of   administrative  complaints   regarding   the
authorization  of  prescriptions prior to  shipment.   We  cannot
assure  you  that  we  will not continue to  be  the  subject  of
administrative complaints in the future.  We cannot guarantee you
that  we will not be subject to reprimand, sanctions, probations,
or fines, or that one or more of our pharmacy licenses may not be
suspended or revoked.

We  currently  purchase  a portion of our prescription  and  non-
prescription medications from third party distributors and we are
not  an authorized distributor of these products.  We do not have
any guaranteed supply of these medications at any pre-established
prices.

  For  the  fiscal  years  ended March 31,  2007  and  2006,  the
majority  of our sales were attributable to sales of prescription
and  non-prescription  medications.  Historically,  substantially
all  the major pharmaceutical manufacturers have declined to sell
prescription and non-prescription pet medications directly to us.
In  order  to  assure  a  supply of these products,  we  purchase
medications from various secondary sources, including  a  variety
of domestic distributors.  Our business strategy includes seeking
to  establish  direct  purchasing  arrangements  with  major  pet
pharmaceutical manufacturing companies.  If we are not successful
in  achieving this goal, we will continue to rely upon  secondary
sources.

  We   cannot   guarantee  that  if  we  continue   to   purchase
prescription and non-prescription pet medications from  secondary
sources  that we will be able to purchase an adequate  supply  to
meet  our customers' demands, or that we will be able to purchase
these   products  at  competitive  prices.   As  these   products
represent a significant portion of our sales, our failure to fill
customer  orders  for these products could adversely  impact  our
sales.   If we are forced to pay higher prices for these products
to ensure an adequate supply, we cannot guarantee that we will be
able  to pass along to our customers any increases in the  prices
we  pay  for  these medications.  This inability  to  pass  along
increased  prices could materially adversely affect our financial
condition and results of operations.

Our  failure  to  properly  manage our inventory  may  result  in
excessive   inventory  carrying  costs,  which  could  materially
adversely   affect  our  financial  condition  and   results   of
operations.

  Our  current product line contains approximately 750  SKUs.   A
significant  portion  of  our sales is attributable  to  products
representing  approximately 90 SKUs.  We need to properly  manage
our inventory to provide an adequate supply of these products and
avoid  excessive  inventory  of  the  products  representing  the
balance of the SKUs.  We generally place orders for products with
our suppliers based upon our internal estimates of the amounts of
inventory  we  will need to fill future orders.  These  estimates
may be significantly different from the actual orders we receive.
In  the  event  that  subsequent orders fall  short  of  original
estimates,  we  may  be left with excess inventory.   Significant
excess  inventory could result in price discounts  and  increased
inventory  carrying  costs.  Similarly, if we  fail  to  have  an
adequate  supply  of some SKUs, we may lose sales  opportunities.
We  cannot  guarantee that we will maintain appropriate inventory
levels.    Any  failure  on  our  part  to  maintain  appropriate
inventory  levels  may  have a material  adverse  effect  on  our
financial condition and results of operations.


                                  4
<PAGE>


Resistance  from  veterinarians to  authorize  prescriptions,  or
attempts/efforts  on  their  part to  discourage  pet  owners  to
purchase  from  internet  pharmacies could  cause  our  sales  to
decrease  and  could  materially adversely affect  our  financial
condition and results of operations.

  Since  we began our operations some veterinarians have resisted
providing  our customers with a copy of their pet's  prescription
or  authorizing  the prescription to our pharmacy staff,  thereby
effectively  preventing us from filling such prescriptions  under
state law.  Some veterinarians have also tried to discourage  pet
owners  from  purchasing  from  internet  pharmacies.   Sales  of
prescription  medications represented approximately  29%  of  our
sales for the fiscal year.  Although veterinarians in some states
are   required  by  law  to  provide  the  pet  owner  with  this
prescription  information,  if the number  of  veterinarians  who
refuse  to  authorize  prescriptions  should  increase,   or   if
veterinarians  are  successful in discouraging  pet  owners  from
purchasing from internet pharmacies, our sales could decrease and
our  financial  condition  and  results  of  operations  may   be
materially adversely affected.

Significant portions of our sales are made to residents of  seven
states.  If we should lose our pharmacy license in one or more of
these  states, our financial condition and results of  operations
would be materially adversely affected.

  While  we  ship pet medications to customers in all 50  states,
approximately  50% of our sales for the fiscal year  ended  March
31,  2007  were  made  to  customers located  in  the  states  of
California,  Florida, Texas, New York, Pennsylvania, New  Jersey,
and  Virginia.   If  for  any reason our  license  to  operate  a
pharmacy  in  one or more of those states should be suspended  or
revoked,  or  if it is not renewed, our financial  condition  and
results of operations may be materially adversely affected.

We   face   significant   competition  from   veterinarians   and
traditional and online retailers and may not be able  to  compete
profitably with them.

  We  compete directly and indirectly with veterinarians for  the
sale of pet medications and other health products.  Veterinarians
hold a competitive advantage over us because many pet owners  may
find  it more convenient or preferable to purchase these products
directly from their veterinarians at the time of an office visit.
We  also  compete  directly and indirectly with both  online  and
traditional   retailers  of  pet  medications  and   health   and
nutritional  supplements.  Both online and traditional  retailers
may  hold  a  competitive advantage over  us  because  of  longer
operating  histories, established brand names, greater resources,
and/or an established customer base.  Online retailers may have a
competitive  advantage  over us because of established  affiliate
relationships  to  drive traffic to their  website.   Traditional
retailers  may hold a competitive advantage over us  because  pet
owners may prefer to purchase these products from a store instead
of  online or through catalog or telephone methods.  In order  to
effectively  compete in the future, we may be required  to  offer
promotions  and  other  incentives, which  may  result  in  lower
operating margins or adversely affect the results of operations.

  We  also  face  a  significant challenge from  our  competitors
forming  alliances with each other, such as those between  online
and  traditional retailers. These relationships may  enable  both
their  retail and online stores to negotiate better  pricing  and
better  terms  from  suppliers  by  aggregating  the  demand  for
products  and  negotiating  volume discounts  which  could  be  a
competitive disadvantage to us.

The  content of our website could expose us to various  kinds  of
liability,  which, if prosecuted successfully,  could  negatively
impact our business.

  Because  we post product information and other content  on  our
website,  we  face potential liability for negligence,  copyright
infringement,   patent   infringement,  trademark   infringement,
defamation,  and/or other claims based on the nature and  content
of  the materials we post.  Various claims have been brought, and
sometimes  successfully  prosecuted,  against  Internet   content
distributors.  We could be exposed to liability with  respect  to
the  unauthorized duplication of content or unauthorized  use  of
other  parties'  proprietary technology.   Although  we  maintain
general   liability  insurance,  our  insurance  may  not   cover
potential  claims  of  this  type, or  may  not  be  adequate  to
indemnify  us  for  all  liability  that  may  be  imposed.   Any


                                  5
<PAGE>


imposition of liability that is not covered by insurance,  or  is
in  excess  of  insurance  coverage, could  materially  adversely
affect our financial condition and results of operations.

We  may  not be able to protect our intellectual property rights,
and  we  may  be found to infringe on the proprietary  rights  of
others.

  We   rely  on  a  combination  of  trademarks,  trade  secrets,
copyright  laws,  and  contractual restrictions  to  protect  our
intellectual   property  rights.   These  afford   only   limited
protection.  Despite  our  efforts  to  protect  our  proprietary
rights,  unauthorized  parties  may  attempt  to  copy  our  non-
prescription  private  label generic  equivalents,  when  and  if
developed, as well as aspects of our sales formats, or to  obtain
and  use information that we regard as proprietary, including the
technology used to operate our website and our content,  and  our
trademarks.

  Litigation  or proceedings before the United States Patent  and
Trademark  Office or other bodies may be necessary in the  future
to enforce our intellectual property rights, to protect our trade
secrets and domain names, and to determine the validity and scope
of  the  proprietary rights of others.  Any litigation or adverse
priority  proceeding  could  result  in  substantial  costs   and
diversion of resources, and could seriously harm our business and
operating results.

    Third  parties may also claim infringement by us with respect
to  past,  current,  or  future  technologies.   We  expect  that
participants  in  our  markets will be increasingly  involved  in
infringement claims as the number of services and competitors  in
our  industry  segment grows.  Any claim, whether meritorious  or
not,  could be time-consuming, result in costly litigation, cause
service  upgrade delays, or require us to enter into  royalty  or
licensing  agreements.   These royalty  or  licensing  agreements
might not be available on terms acceptable to us or at all.

If  we are unable to protect our Internet addresses or to prevent
others   from  using  Internet  addresses  that  are  confusingly
similar, our business may be adversely impacted.

  Our        Internet       addresses,       www.1800petmeds.com,
                                             -------------------
www.1888petmeds.com, www.petmedexpress.com,  and  www.petmeds.com
-------------------  ---------------------        ---------------
are  critical  to our brand recognition and our overall  success.
If  we  are  unable  to  protect these  Internet  addresses,  our
competitors  could capitalize on our brand recognition.   We  are
aware  of  substantially  similar Internet  addresses,  including
www.petmed.com, used by competitors.  Governmental  agencies  and
--------------
their   designees   generally  regulate   the   acquisition   and
maintenance  of Internet addresses.  The regulation  of  Internet
addresses  in  the  United States and in  foreign  countries  has
changed,  and  may  undergo further change in  the  near  future.
Furthermore,  the  relationship  between  regulations   governing
Internet  addresses  and laws protecting trademarks  and  similar
proprietary rights is unclear.  Therefore, we may not be able  to
protect our own Internet addresses, or prevent third parties from
acquiring  Internet  addresses that are confusingly  similar  to,
infringe  upon, or otherwise decrease the value of  our  Internet
addresses.

Since  all of our operations are housed in a single location,  we
are  more  susceptible to business interruption in the  event  of
damage to or disruptions in our facility.

  Our  headquarters and distribution center are  located  in  the
same  building  in  South Florida, and all of  our  shipments  of
products  to  our customers are made from this sole  distribution
center.   We  have no present plans to establish  any  additional
distribution  centers  or offices.  Because  we  consolidate  our
operations in one location, we are more susceptible to power  and
equipment  failures, and business interruptions in the  event  of
fires,  floods,  and  other  natural disasters  than  if  we  had
additional  locations.  Furthermore, because we  are  located  in
South  Florida,  which  is  a hurricane-sensitive  area,  we  are
particularly  susceptible to the risk  of  damage  to,  or  total
destruction  of,  our  headquarters and distribution  center  and
surrounding transportation infrastructure caused by a  hurricane.
We  cannot assure you that we are adequately insured to cover the
amount  of any losses relating to any of these potential  events,
business interruptions resulting from damage to or destruction of
our  headquarters and distribution center, or power and equipment
failures   relating   to  our  call  center   or   websites,   or
interruptions    or    disruptions   to   major    transportation
infrastructure,  or  other  events  that  do  not  occur  on  our
premises.


                                  6
<PAGE>


A portion of our sales are seasonal and our operating results are
difficult to predict and may fluctuate.

  Because  our  operating results are difficult  to  predict,  we
believe  that  quarter-to-quarter comparisons  of  our  operating
results are not a good indication of our future performance.  The
majority of our product sales are affected by the seasons, due to
the   seasonality  of  mainly  heartworm  and   flea   and   tick
medications.   Seasonality trends are divided into percentage  of
sales  by  quarter.   For  the  quarters  ended  June  30,  2006,
September  30,  2006,  December 31, 2006,  and  March  31,  2007,
Company sales were 31%, 27%, 19%, and 23%, respectively.

  In  addition  to the seasonality of our sales, our  annual  and
quarterly operating results have fluctuated in the past  and  may
fluctuate  significantly  in  the future  due  to  a  variety  of
factors, many of which are out of our control.  Factors that  may
cause our operating results to fluctuate include:

  -   Our ability to obtain new customers at a reasonable
      cost, retain existing customers, or encourage reorders;
  -   Our ability to increase the number of visitors to  our
      website, or our ability to convert visitors to our website
      into customers;
  -   The mix of medications and other pet products sold by us;
  -   Our ability to manage inventory levels or obtain an
      adequate supply of products;
  -   Our ability to adequately maintain, upgrade and develop
      our website, the systems that we use to process customers'
      orders and payments, or our computer network;
  -   Increased competition within our market niche;
  -   Price competition;
  -   Increases in the cost of advertising;
  -   The amount and timing of operating costs and capital
      expenditures relating to expansion of our product line or
      operations; and
  -   Disruption of our toll-free telephone service,
      technical difficulties, systems and Internet outages, or
      slowdowns.

Any  change  in  one  or more of these factors  could  materially
adversely   affect  our  financial  condition  and   results   of
operations in future periods.

Our  stock price fluctuates from time to time and may fall  below
expectations  of  securities analysts and  investors,  and  could
subject  us  to litigation, which may result in you  suffering  a
loss on your investment.

  The   market   price   of  our  common  stock   may   fluctuate
significantly in response to a number of factors, some  of  which
are   beyond  our  control.   These  factors  include:  quarterly
variations in operating results; changes in accounting treatments
or  principles;  announcements by us or our  competitors  of  new
products   and   services   offerings,   significant   contracts,
acquisitions or strategic relationships; additions or  departures
of  key personnel; any future sales of our common stock or  other
securities;  stock  market  price  and  volume  fluctuations   of
publicly-traded companies; and general political,  economic,  and
market conditions.

  In  some  future quarter our operating results may  fall  below
the  expectations  of  securities analysts and  investors,  which
could  result  in a decrease in the trading price of  our  common
stock.  In the past, securities class action litigation has often
been brought against a company following periods of volatility in
the  market  price of its securities.  We may be the  targets  of
similar  litigation in the future.  Securities  litigation  could
result in substantial costs and divert management's attention and
resources, which could seriously harm our business and  operating
results.

We  may  issue  additional shares of preferred stock  that  could
defer  a change of control or dilute the interests of our  common
stockholders.   Our  charter documents  could  defer  a  takeover
effort which could inhibit your ability to receive an acquisition
premium for your shares.


                                  7
<PAGE>


  Our  charter  permits our Board of Directors  to  issue  up  to
5,000,000 shares of preferred stock without stockholder approval.
Currently  there  are  2,500 shares of our Convertible  Preferred
Stock  issued and outstanding.  This leaves 4,997,500  shares  of
preferred stock available for issuance at the discretion  of  our
Board  of  Directors.   These shares, if  issued,  could  contain
dividend, liquidation, conversion, voting, or other rights  which
could adversely affect the rights of our common stockholders  and
which  could  also  be utilized, under some circumstances,  as  a
method  of  discouraging,  delaying or  preventing  a  change  in
control.  Provisions of our articles of incorporation, bylaws and
Florida  law  could make it more difficult for a third  party  to
acquire  us, even if many of our stockholders believe  it  is  in
their best interest.

If the selling security holders all elect to sell their shares of
our common stock at the same time, the market price of our shares
may decrease.

  It  is  possible that the selling security holders  will  offer
all  of the shares for sale.  Further because it is possible that
a large number of shares of our common stock could be sold at the
same  time hereunder, the sales, or the possibility thereof,  may
have a depressive effect on the market price for our common stock
and could cause the market price of our common stock to decline.

USE OF PROCEEDS

  We  will not receive any of the proceeds from the sale  of  the
common  stock  by the selling security holders pursuant  to  this
Resale Prospectus. All proceeds from the sale of the common stock
by  the selling security holders will be for the account of  such
selling security holders.

SELLING SECURITY HOLDERS

  As  of  the  date of this Resale Prospectus, 196,025 shares  of
common  stock  have been issued under the Plan.  The  information
under  this heading relates to resales of shares covered by  this
prospectus  by persons who are our "affiliates" as that  term  is
defined  under  federal securities laws.  These persons  will  be
executive  officers  of our company.  Shares issued  pursuant  to
this  Resale  Prospectus to our affiliates are  "control"  shares
under   federal   securities  laws.    Resales   of   "restricted
securities,"  as  that term is defined in Rule 144(a)(3)  of  the
Securities Act may also be made by certain unnamed non-affiliates
of our company.

  The following table sets forth:

  - the name of each affiliated selling security holder,
  - the amount of common stock owned beneficially, directly or
    indirectly, by each affiliated selling security holder,
  - the maximum amount of shares of common stock to be offered
    by the affiliated selling security holders pursuant to this
    Resale Prospectus, and
  - the amount of common stock to be owned by each affiliated
    selling security holder following sale of the shares of
    common stock.

  Beneficial  ownership  is determined  in  accordance  with  the
rules  of  the  SEC and generally includes voting  or  investment
power  with  respect  to securities and includes  any  securities
which  the person has the right to acquire within 60 days through
the  conversion or exercise of any security or other right.   The
information as to the number of shares of our common stock  owned
by  each  affiliated selling security holder is  based  upon  our
books  and  records and the information provided by our  transfer
agent.

  We  may  amend or supplement this prospectus from time to  time
to  update  the disclosure set forth in the table.   Because  the
selling security holders identified in the table may sell some or
all of the shares owned by them which are included in this Resale
Prospectus,  and  because  there  are  currently  no  agreements,
arrangements or understandings with respect to the sale of any of
the  shares, no estimate can be given as to the number of  shares
available  for resale hereby that will be held by the  affiliated
selling  security holders upon termination of the  offering  made
hereby.   We  have  therefore assumed, for the  purposes  of  the
following  table,  that the affiliated selling  security  holders
will sell all of the shares

                                  8
<PAGE>




owned by them, which are  being offered hereby, but will not sell
any other shares of our  common stock that they presently own.

  Grants may be made to affiliates in the future which we are not
able to identify at this time.  Before any of our affiliates sell
any  of  his  or  her  shares received under the  Plan,  we  will
supplement  this Resale Prospectus with the required  information
regarding  the names of the persons selling, the total number  of
shares  owned by these persons and the number of shares  proposed
to be sold under this prospectus.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
Name of selling        Number of     Percentage    Number of    Number of   Percentage
security holder        Shares of    of shares of   Shares of    Shares of   of Common
                       Common         Common         Common      Common       Stock
                        Stock          Stock         Stock        Stock       Owned
                     Beneficially      Owned         Which     Beneficially  After the
                      Owned Prior      Before        May be    Owned After   Offering
                    to the Offering    Offering     Offered    the Offering
---------------------------------------------------------------------------------------
<S>                  <C>                <C>        <C>           <C>           <C>
Menderes Akdag       601,111(1)(2)      2.4%       90,000(2)     511,111(1)    2.1%
---------------------------------------------------------------------------------------
Bruce S. Rosenbloom   67,250(3)(4)       *         13,750(4)      53,500(3)     *
---------------------------------------------------------------------------------------
</TABLE>
*less than 1% of the issued and outstanding shares.

(1) Mr. Akdag's holdings include vested options to purchase
    27,777 shares of our Common Stock at $10.64 per share until March
    2009, and 83,334 shares of our Common Stock at $10.64 per share
    until March 2010.

(2) Includes 90,000 restricted shares under the 2006 Plan, which
    are subject to forfeiture in one-third increments on February 27,
    2008, 2009, and 2010, respectively, in the event of termination
    of employment.

(3) Mr. Rosenbloom's holdings include vested options to purchase
    6,000 shares of our Common Stock at $8.90 until June 2008, 6,667
    shares of our Common Stock at $6.60 until May 2009, 5,000 shares
    of our Common Stock at $3.45 until June 2009, 6,000 shares of our
    Common Stock at $8.90 until June 2009, 6,667 shares of our Common
    Stock at $6.60 until May 2010, and 6,000 shares of our Common
    Stock at $8.90 until June 2010, but exclude options to purchase
    an additional 6,666 of our Common Stock at $6.60, which have not
    yet vested.

(4) Includes 6,250 restricted shares under the 2006 Plan, which
    are subject to forfeiture in the amounts of 2083 and 2084 on July
    31, 2008, and 2009, respectively, and includes 7,500 restricted
    shares under the 2006 Plan, which are subject to forfeiture in
    one-third  increments on June 20, 2008, 2009, and 2010,
    respectively, in the event of termination of employment.

PLAN OF DISTRIBUTION

  The  shares  of Common Stock may be sold from time to  time  by
the selling security holders, or by pledgees, donees, transferees
or  other successors in interest. Such sales may be made  on  the
NASDAQ Global Select Market, one or more exchanges or in the over-
the-counter  market, or otherwise, at prices and  at  terms  then
prevailing or at prices related to the then current market price,
or  in negotiated transactions. The shares of common stock may be
sold by one or more of the following, without limitation:

(a)  a block trade in which the broker or dealer so engaged will
     attempt to sell the shares as agent but may position and resell
     a portion of the block as principal to facilitate the transaction;


(b)  purchases by a broker or dealer as principal and resale
     by such broker or dealer or for its account pursuant to the
     Resale Prospectus, as supplemented;


                                  9
<PAGE>


(c)  an exchange distribution in accordance with the rules of
     such exchange; and

(d)  ordinary brokerage transactions and transactions in which
     the broker solicits purchasers.

  The  selling  security holder and sales to  and  through  other
broker-dealers  or  agents  that  participate  with  the  selling
security holder in the sale of the shares of common stock may  be
deemed  to be "underwriters" within the meaning of the Securities
Act   in  connection  with  these  sales.  In  that  event,   any
commissions  received by the broker-dealers  or  agents  and  any
profit  on the resale of the shares of common stock purchased  by
them  may  be deemed to be underwriting commissions or  discounts
under the Securities Act.

  In  addition, any securities covered by this Resale  Prospectus
that  qualify  for sale pursuant to Rule 144 may  be  sold  under
Rule  144  rather  than  pursuant to this Resale  Prospectus,  as
supplemented. From time to time, the selling security holder  may
engage  in  short sales, short sales against the  box,  puts  and
calls  and  other transactions in our securities  or  derivatives
thereof,  and  may  sell  and deliver the  shares  in  connection
therewith.  Sales may also take place from time to  time  through
brokers  pursuant to pre-arranged sales plans intended to qualify
under Commission Rule 10b5-1.

  There  is  no assurance that the selling security holders  will
sell all or any portion of the shares of the common stock covered
by this Resale Prospectus.

  All  expenses of registration of the common stock,  other  than
commissions  and  discounts of underwriters, dealers  or  agents,
shall be borne by us. As and when we are required to update  this
Resale Prospectus, we may incur additional expenses.

  LEGAL MATTERS

  The  validity  of  the common stock issuable under  the  PetMed
Express, Inc. 2006 Employee Equity Compensation Restricted  Stock
Plan has been passed upon for us by Schneider Weinberger & Beilly
LLP.

EXPERTS

  The  financial  statements and management's assessment  of  the
effectiveness of internal control over financial reporting (which
is  included  in  Management's Report on  Internal  Control  over
Financial Reporting) incorporated in this Prospectus by reference
to  the  Annual Report on Form 10-K for the year ended March  31,
2007  have  been  so incorporated in reliance on  the  report  of
Goldstein  Golub  Kessler LLP, an independent  registered  public
accounting  firm, given on the authority of said firm as  experts
in auditing and accounting.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

  The   following  documents  filed  by  us  with  the  SEC   are
incorporated herein by reference and made a part hereof:

- The Company's Annual Report on Form 10-K for the fiscal year
  ended March 31, 2007, filed on June 4, 2007,
- The  Company's Proxy Statement for the  Company's Annual
  Meeting of Stockholders, filed with the Commission on June 29,
  2007, and


                                  10
<PAGE>


- The  updated description of common stock contained in our
  Registration Statement on Form 10-SB12G, filed on January 10,
  2000, including any amendment or report filed for the purpose of
  updating such description.

  In  addition, all reports and documents filed by us pursuant to
Section  13(a), 13(c), 14 or 15(d) of the Exchange Act, prior  to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities  then  remaining  unsold,  shall  be  deemed   to   be
incorporated by reference herein and to be a part hereof from the
respective  date  of  filing of such  documents.   Any  statement
incorporated by reference herein shall be deemed to  be  modified
or  superseded  for  purposes of this Resale  Prospectus  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 statement modified or superseded  shall  not  be
deemed,  except as so modified or superseded, to constitute  part
of  this  prospectus. Nothing in this Resale Prospectus shall  be
deemed to incorporate information furnished by us, but not  filed
with the Commission, pursuant to Items 2.02, 7.01 or 9.01 of Form
8-K.

Item 4.   Description of Securities

  Not applicable.

Item 5.   Interests of Named Experts and Counsel

  Not applicable.

Item 6.   Indemnification of Directors and Officers

     The   Florida   Business   Corporation   Act   permits   the
indemnification of directors, employees, officers and agents of a
Florida  corporation.  Our articles of incorporation  and  bylaws
provide  that we shall indemnify to the fullest extent  permitted
by  the  Florida Business Corporation Act any person whom we  may
indemnify under the act.

     The provisions of Florida law that authorize indemnification
do  not  eliminate  the  duty  of  care  of  a  director, and  in
appropriate circumstances equitable remedies including injunctive
or  other forms of non-monetary relief will remain  available. In
addition, each director will continue to be subject to liability
for:

     -   violations of criminal laws, unless the director has
         reasonable cause  to believe that his or her conduct was
         lawful or had no reasonable cause to believe his conduct
         was unlawful,

     -   deriving an improper personal benefit from a transaction,

     -   voting for or assenting to an unlawful distribution, and

     -   willful  misconduct or conscious disregard for  our best
         interests in a proceeding by or in our right to procure
         a judgment in its favor or in a proceeding by or in the
         right of a shareholder.

      The  statute  does not affect a director's responsibilities
under any other law, including federal securities laws.

     The effect of Florida law, our articles of incorporation and
our  bylaws  is  to  require  us to indemnify  our  officers  and
directors  for any claim arising against those persons  in  their
official  capacities if the person acted in good faith and  in  a
manner that he or she reasonably believed to be in or not opposed
to  the  best interests of the corporation, and, with respect  to
any  criminal  action or proceeding, had no reasonable  cause  to
believe his or her conduct was unlawful.


                                  11
<PAGE>


      To the extent indemnification for liabilities arising under
the Securities Act may be permitted to our directors, officers or
control persons, we have been informed that in the opinion of the
SEC,  this  indemnification is against public policy as expressed
in the Securities Act and is unenforceable.

Item 7.   Exemption From Registration Claimed

  As  of  the  date of this Registration Statement, we issued  an
aggregate  of 196,025 shares of our common stock under  the  2006
Employee Equity Compensation Restricted Stock Plan to 36  of  our
employees as a bonus.  The shares were valued at $2,412,083.  The
recipients were accredited and non-accredited investors  who  had
such  knowledge  and  experience  in  financial,  investment  and
business matters that they were capable of evaluating the  merits
and  risks of the prospective investment in our securities.   The
participants  had  access to business and  financial  information
concerning  our  company  and each was provided  a  copy  of  the
Company's Annual Report on Form 10-K for the year ended March 31,
2007.  The  issuances were conditioned on further  employment  or
services  to  us, and each of the recipients had the  ability  to
assess  his or her relationship with our company.  The  issuances
were  exempt from registration pursuant to Rule 506 of Regulation
D of the Securities Act.

Item 8.   Exhibits

 5.1  Opinion of Schneider Weinberger & Beilly LLP *
23.1  Consent of Goldstein Golub Kessler LLP *
23.2  Consent of Schneider Weinberger & Beilly LLP (contained in
      such firm's opinion filed as Exhibit 5.1) *
99.1  PetMed Express, Inc. 2006 Employee Equity Compensation
      Restricted  Stock Plan (filed as Exhibit A to our Definitive
      Proxy Statement on Schedule 14A, filed June 22, 2006 and
      incorporated herein by reference)

*     filed herewith

Item 9.   Undertakings

  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:

      (i)  To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

     (ii)  To  reflect  in the prospectus  any  facts  or  events
arising  after the  effective date of the Registration  Statement
(or  the  most  recent post-effective amendment  thereof)  which,
individually or in the aggregate, represent a fundamental  change
in  the  information  set  forth in the  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 end 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 the volume and price represent no more than a 20%
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  the
Registration Statement or any material change to such information
in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)  will
not  apply if the information required to be included in a  post-
effective  amendment by those paragraphs is contained in  reports
filed  with  or  furnished to the Commission  by  the  Registrant
pursuant  to Section 13 or Section 15(d) of the Exchange  Act  of
1934  that  are  incorporated by reference  in  the  Registration
Statement.


                                  12
<PAGE>


(2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

(4)  That,  for  purposes of determining any liability under  the
Securities  Act  of 1933, each filing of the Registrant's  annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act  of  1934 (and, where applicable, each filing of an  employee
benefit  plan's annual report pursuant to Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated   by
reference in the 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.

(5)  Insofar as indemnification for liabilities arising under the
Securities  Act  of 1933 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
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.


                                  13
<PAGE>


SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable  grounds
to  believe that it meets all of the requirements for  filing  on
Form  S-8 and authorizes this Registration Statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
Pompano Beach, Florida on August 7, 2007.

                         PETMED EXPRESS, INC.


                         By:  /s/ Menderes Akdag
                         -------------------------------------
                         Menderes Akdag
                         Chief Executive Officer and President
                         (principal executive officer)



                         By:  /s/ Bruce Rosenbloom
                         -------------------------------------
                         Bruce Rosenbloom
                         Chief Financial Officer and Treasurer
                         (principal financial and accounting officer)

  In  accordance  with the Exchange Act,  this  Registration
Statement on Form S-8 has been signed below by the following
persons  on  behalf of the registrant and in the  capacities
and on August 7, 2007.

SIGNATURE                     TITLE

/s/   Menderes  Akdag        Chief Executive Officer and President
-------------------------    (principal executive officer)
Menderes Akdag               Officer and Director

/s/ Robert C. Schweitzer     Chairman of the Board
-------------------------
Robert C. Schweitzer         Director

/s/  Bruce  S. Rosenbloom    Chief Financial Officer and Treasurer
-------------------------    (principal financial and accounting officer)
Bruce S. Rosenbloom          Officer

/s/ Ronald J. Korn           Director
-------------------------
Ronald J. Korn

/s/ Gian M. Fulgoni          Director
-------------------------
Gian M. Fulgoni

/s/ Frank J. Formica         Director
-------------------------
Frank J. Formica


                                  14
<PAGE>
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 2007

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                            FORM S-8

     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                      PETMED EXPRESS, INC.
      ----------------------------------------------------
     (Exact name of registrant as specified in its charter)

        Florida                               65-0680967
 ----------------------          ----------------------------------
(State of incorporation)        (I.R.S. Employer Identification No.)

                      1441 S.W. 29th Avenue
                  Pompano Beach, Florida 33069
   -----------------------------------------------------------
  (Address, including zip code, of Principal Executive Offices)

                2006 EMPLOYEE EQUITY COMPENSATION
                      RESTRICTED STOCK PLAN
                     ----------------------
                    (Full title of the plan)

                       Mr. Menderes Akdag
                     Chief Executive Officer
                      PetMed Express, Inc.
                      1441 S.W. 29th Avenue
                  Pompano Beach, Florida 33069
                         (954) 979-5995
     --------------------------------------------------------
    (Name, address, and telephone number, including area code,
                  of agent for service)

                            Copies to:

                     Roxanne K. Beilly, Esq.
               Schneider Weinberger and Beilly LLP
               2200 Corporate Boulevard, Suite 210
                    Boca Raton, Florida 33431
                     (561)362-9595 telephone
                    (561)361-9612 telecopier
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------
 Title of securities    Amount to be    Proposed          Proposed      Amount of
  to be registered       registered      maximum          maximum      registration
                                      offering price     aggregate          fee
                                       per share (1) offering price (1)
------------------------------------------------------------------------------------
Common stock, par value   1,000,000       $14.89         $14,890,000      $457.12
$0.001 per share (2)
------------------------------------------------------------------------------------
(1)    Estimated  solely  for  the  purpose  of  calculating  the
registration  fee.  Pursuant  to Rule  457  under  the  Act,  the
offering  price  and registration fee are based  on  a  price  of
$14.89  per share, which price is an average of the high and  low
prices  of  the  Common Stock as reported by  the  NASDAQ  Global
Select Market on August 6, 2007.

(2)   Pursuant to Rule 416, there are also being registered  such
additional and indeterminable number of shares of common stock as
may  be  issuable due to adjustments for changes  resulting  from
stock dividends, stock splits and/or similar transactions.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  This  Registration  Statement  registers  1,000,000  shares  of
common stock, $0.001 par value (the "Shares"), of PetMed Express,
Inc. (the "Company", "we", "our" or "us") that may be issued  and
sold   under  the  PetMed  Express,  Inc.  2006  Employee  Equity
Compensation  Restricted  Stock  Plan  (the  "Plan"),   and   any
additional shares which may be issued under the Plan as a  result
of   a   stock  split,  stock  dividend  or  other  anti-dilution
provision.

Item 1.   Plan Information

  Items  1  and  2 of this Part I, and the documents incorporated
herein by reference pursuant to Item 3 of Part II of this Form S-
8,  constitute the first prospectus ("Plan Prospectus")  relating
to  issuances to our employees, directors, consultants and others
of  up  to  803,975 shares of common stock pursuant to the  Plan.
Pursuant  to the requirements of Form S-8 and Rule 428,  we  will
deliver  or  cause  to  be  delivered to  Plan  participants  any
required information as specified by Rule 428(b)(1).  The  second
prospectus ("Resale Prospectus"), may be used in connection  with
reoffers  and resales, made on a delayed or continuous  basis  in
the  future, as provided in Rule 415 under the Securities Act  of
1933, as amended ("Securities Act"), of shares of common stock of
the   Company   acquired  by  Plan  participants  who   are   our
"affiliates"  as  such  term is defined in  Rule  405  under  the
Securities  Act, which shares constitute "control securities"  as
such  term is defined in General Instruction C to Form  S-8.  The
Plan Prospectus has been omitted from this Registration Statement
as  permitted  by  Part I of Form S-8. The Resale  Prospectus  is
filed as part of this Registration Statement as required by  Form
S-8.

Item 2.   Company Information and Employee Plan Annual Information

  We  will  provide without charge, upon written or oral request,
the  documents incorporated by reference in Item 3 of Part II  of
this Registration Statement.  These documents are incorporated by
reference  in  the Section 10(a) Plan Prospectus.  We  will  also
provide  without charge, upon written or oral request, all  other
documents required to be delivered to recipients pursuant to Rule
428(b).   Any and all such requests shall be directed  to  PetMed
Express,   Inc.,  attention  Bruce  Rosenbloom,  Chief  Financial
Officer,  at  our  principal office at  1441  S.W.  29th  Avenue,
Pompano Beach, Florida 33069, telephone number (954) 979-5995.

                                  2
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED  BY  THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED
ON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

  No  person has been authorized by us to give any information or
to  make  any  representation other than  as  contained  in  this
prospectus   and,   if  given  or  made,  such   information   or
representation must not be relied upon as having been  authorized
by   us.   Neither  the  delivery  of  this  prospectus  nor  any
distribution  of  the shares of common stock issuable  under  the
terms  of  the  Plan shall, under any circumstances,  create  any
implication  that there has been no change in our  affairs  since
the date hereof.

   Our  principal offices are located at 1441 S.W.  29th  Avenue,
Pompano  Beach,  Florida 33069, telephone number (954)  979-5995.
Our  fiscal  year end is March 31.  Information which appears  on
our website is not part of this prospectus.

THIS  PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL  SECURITIES
IN  ANY  STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE  SUCH
OFFER IN SUCH STATE.

                                  3
REOFFER PROSPECTUS

                      PETMED EXPRESS, INC.

                      1441 S.W. 29th Avenue
                  Pompano Beach, Florida 33069
                         (954) 979-5995

                1,000,000 Shares of Common Stock

  This  prospectus forms a part of a Registration Statement which
registers an aggregate of 1,000,000 shares of common stock issued
or issuable from time to time under the PetMed Express, Inc. 2006
Employee Equity Compensation Restricted Stock Plan (the "Plan").

  This  prospectus  covers the resale of shares of  common  stock
granted  under  the Plan (1) by persons who are our  "affiliates"
within  the meaning of federal securities laws or (2) by  persons
who  hold "restricted securities" acquired under the Plan whether
or not held by affiliates.  We will not receive any proceeds from
sales  of  shares by selling security holders.  Selling  security
holders may sell all or a portion of the shares from time to time
either  directly in private transactions, or through one or  more
brokers  or  dealers on the NASDAQ Global Select Market,  or  any
other  market or exchange on which the common stock is quoted  or
listed for trading, at such prices and upon such terms as may  be
obtainable.  These  sales may be at fixed prices  (which  may  be
changed),  at market prices prevailing at the time  of  sale,  at
prices  related to such prevailing market prices or at negotiated
prices.

  Our  common stock is traded on the NASDAQ Global Select  Market
under the symbol "PETS." On August 6, 2007, the closing price  of
a  share  of our common stock on the NASDAQ Global Select  Market
was $15.01 per share.

  Upon  any  sale  of  the  common stock by  a  selling  security
holder,  any  participating agents, brokers,  dealers  or  market
makers  may be deemed to be underwriters as that term is  defined
in the Securities Act, and commissions or discounts or any profit
realized  on the resale of such securities purchased by them  may
be  deemed to be underwriting commissions or discounts under  the
Securities Act.

    No  underwriter  is  being utilized in connection  with  this
offering.  We  will pay all expenses incurred in connection  with
this offering and the preparation of this Resale Prospectus.

  THIS  INVESTMENT  INVOLVES A HIGH DEGREE OF  RISK.  PLEASE  SEE
"RISK FACTORS" BEGINNING ON PAGE 3.

  THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY  THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION  PASSED
ON   THE   ACCURACY   OR  ADEQUACY  OF  THIS   PROSPECTUS.    ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

  THIS   PROSPECTUS  DOES  NOT  CONSTITUTE  AN  OFFER   TO   SELL
SECURITIES  IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL  TO
MAKE SUCH OFFER IN SUCH STATE.

  The date of this prospectus is August 7, 2007.

  When  used  in  this  prospectus, the terms  "PetMed  Express,"
"we,"  "our," and "us" refer to PetMed Express, Inc.,  a  Florida
corporation, and our subsidiaries.  The information which appears
on our website is not part of this prospectus.
WHERE YOU CAN FIND MORE INFORMATION

  We  are  subject  to  the  informational  requirements  of  the
Securities  Exchange  Act of 1934, as amended  ("Exchange  Act"),
and,  in  accordance therewith, we file reports, proxy statements
and   other   information  with  the  Securities   and   Exchange
Commission.   Our SEC filings are available over the Internet  at
the  SEC's web site at http://www.sec.gov.  You may also read and
copy  any  document we file with the SEC at its public  reference
facilities:

          Public Reference Room Office
          100 F Street, N.E.
          Room 1580
          Washington, D.C. 20549

  You  may  also  obtain  copies of the documents  at  prescribed
rates  by writing to the Public Reference Section of the  SEC  at
100 F Street, N.E., Room 1580, Washington, D.C. 20549. Callers in
the  United  States  can  also  call 1-202-551-8090  for  further
information on the operations of the public reference facilities.

  We  have filed with the Commission a Registration Statement  on
Form  S-8  under  the  Securities  Act,  to  register  with   the
Commission the resale of the shares of the Common Stock described
in this Resale Prospectus. This Resale Prospectus is part of that
Registration   Statement,  and  provides  you  with   a   general
description  of the shares of the Common Stock being  registered,
but  does not include all of the information you can find in  the
Registration Statement or the exhibits. You should refer  to  the
Registration  Statement  and its exhibits  for  more  information
about us, and the shares of Common Stock being registered.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

  The   following  documents  filed  by  us  with  the  SEC   are
incorporated herein by reference and made a part hereof:

- The Company's Annual Report on Form 10-K for the fiscal year
  ended March 31, 2007, filed on June 4, 2007,
- The Company's Proxy Statement for the Company's Annual
  Meeting of Stockholders, filed with the Commission on June 29,
  2007, and
- The  updated description of common stock contained  in  our
  Registration Statement on Form 10-SB12G, filed on  January  10,
  2000, including any amendment or report filed for the purpose of
  updating such description.

  In  addition, all reports and documents filed by us pursuant to
Section  13(a), 13(c), 14 or 15(d) of the Exchange Act, prior  to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities  then  remaining  unsold,  shall  be  deemed   to   be
incorporated by reference herein and to be a part hereof from the
respective  date  of  filing of such  documents.   Any  statement
incorporated by reference herein shall be deemed to  be  modified
or  superseded  for  purposes of this Resale  Prospectus  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 statement modified or superseded  shall  not  be
deemed,  except as so modified or superseded, to constitute  part
of  this  prospectus. Nothing in this Resale Prospectus shall  be
deemed to incorporate information furnished by us, but not  filed
with the Commission, pursuant to Items 2.02, 7.01 or 9.01 of Form
8-K.

                                  2
We  hereby undertake to provide without charge to each  person,
including  any  beneficial owner, to whom a copy  of  the  Resale
Prospectus has been delivered, on the written request of any such
person,  a copy of any or all of the documents referred to  above
which  have  been  or may be incorporated by  reference  in  this
Resale   Prospectus,  other  than  exhibits  to  such  documents.
Written  requests  for  such copies should  be  directed  to  the
Corporate Secretary, PetMed Express, Inc., 1441 S.W. 29th Avenue,
Pompano Beach, Florida 33069, telephone number (954) 979-5995.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

  This  Resale  Prospectus  and  the  documents  incorporated  by
reference herein contain "forward looking statements" within  the
meaning  of the Private Securities Litigation Reform Act of  1995
and  the  provisions  of Section 27A of the  Securities  Act  and
Section  21E of the Exchange Act (which Sections were adopted  as
part  of Private Securities Litigation Reform Act of 1995). While
management  has  based  any forward-looking statements  contained
herein on its current expectations, the information on which such
expectations   were  based  may  change.  These   forward-looking
statements  rely  on  a number of assumptions  concerning  future
events  and are subject to a number of risks, uncertainties,  and
other  factors,  many of which are outside of our  control,  that
could  cause  actual  results  to  materially  differ  from  such
statements. Such risks, uncertainties, and other factors include,
but  are  not necessarily limited to, those set forth  under  the
caption  "Risk  Factors." In addition, we  operate  in  a  highly
competitive and rapidly changing environment, and new  risks  may
arise.  Accordingly, investors should not place any  reliance  on
forward-looking statements as a prediction of actual results.  We
disclaim any intention to, and undertake no obligation to, update
or revise any forward-looking statement.

THE COMPANY

   PetMed Express, Inc. and subsidiaries, d/b/a 1-800-PetMeds, is
a   leading   nationwide  pet  pharmacy.   The  Company   markets
prescription  and  non-prescription pet  medications,  and  other
health  products  for  dogs,  cats,  and  horses  direct  to  the
consumer.  The Company offers consumers an attractive alternative
for obtaining pet medications in terms of convenience, price, and
speed  of  delivery.   The Company markets its  products  through
national  television,  online, and direct mail/print  advertising
campaigns,  which aim to increase the recognition of the  "1-800-
PetMeds"   brand  name,  increase  traffic  on  its  website   at
www.1800petmeds.com, acquire new customers, and  maximize  repeat
-------------------
purchases.

RISK FACTORS

  Before you invest in our securities, you  should be  aware that
there are various risks.  Additional risks and  uncertainties not
presently  known  to  us  or  that  we currently  believe  to  be
immaterial  may  also  adversely affect our business. You  should
consider carefully these risk  factors,  together with all of the
other information included in this  prospectus  before you decide
to purchase our securities.  If any of  the  following  risks and
uncertainties   develops  into   actual  events,  our   business,
financial condition or results of operations could be  materially
adversely  affected  and you could lose your entire investment in
our company.

There  can  be  no  assurances that  we  can  sustain  profitable
operations in future periods.

  We   reported  net  income  of  $14,444,000,  $12,064,000,  and
$8,010,000 for the fiscal years ended March 31, 2007,  2006,  and
2005, respectively.  Our profitability during fiscal 2007 was due
to  increases in our reorder and new order revenue.  There are no
assurances  we  will  continue  to  generate  revenues  at   this
increased level, or that we will remain profitable during  fiscal
2008   and  beyond.   If  our  operations  were  to  cease  being
profitable,  our liquidity in future periods would  be  adversely
affected.

We may fail to comply with various state regulations covering the
dispensing  of prescription pet medications. We could be  subject
to  reprimands, sanctions, probations, fines, suspensions, or the
loss of one or more of our pharmacy licenses.

                                  3
The  sale  and  delivery  of prescription  pet  medications  is
generally  governed  by state laws and state regulations.   Since
our  pharmacy is located in the State of Florida, the Company  is
governed  by  the laws and regulations of the State  of  Florida.
Each  prescription pet medication sale we make is likely also  to
be  covered  by  the  laws of the state  where  the  customer  is
located.   The  laws and regulations relating  to  the  sale  and
delivery  of  prescription pet medications  vary  from  state  to
state, but generally require that prescription pet medications be
dispensed with the authorization from a prescribing veterinarian.
To  the  extent that we are unable to maintain our license  as  a
community pharmacy with the Florida Board of Pharmacy, or  if  we
do not maintain the licenses granted by other state boards, or if
we  become  subject  to actions by the FDA, or other  enforcement
regulators, our distribution of prescription medications  to  pet
owners could cease, which could have a material adverse effect on
our operations.

  While  we make every effort to fully comply with the applicable
state rules, laws and regulations, from time to time we have been
the   subject   of   administrative  complaints   regarding   the
authorization  of  prescriptions prior to  shipment.   We  cannot
assure  you  that  we  will not continue to  be  the  subject  of
administrative complaints in the future.  We cannot guarantee you
that  we will not be subject to reprimand, sanctions, probations,
or fines, or that one or more of our pharmacy licenses may not be
suspended or revoked.

We  currently  purchase  a portion of our prescription  and  non-
prescription medications from third party distributors and we are
not  an authorized distributor of these products.  We do not have
any guaranteed supply of these medications at any pre-established
prices.

  For  the  fiscal  years  ended March 31,  2007  and  2006,  the
majority  of our sales were attributable to sales of prescription
and  non-prescription  medications.  Historically,  substantially
all  the major pharmaceutical manufacturers have declined to sell
prescription and non-prescription pet medications directly to us.
In  order  to  assure  a  supply of these products,  we  purchase
medications from various secondary sources, including  a  variety
of domestic distributors.  Our business strategy includes seeking
to  establish  direct  purchasing  arrangements  with  major  pet
pharmaceutical manufacturing companies.  If we are not successful
in  achieving this goal, we will continue to rely upon  secondary
sources.

  We   cannot   guarantee  that  if  we  continue   to   purchase
prescription and non-prescription pet medications from  secondary
sources  that we will be able to purchase an adequate  supply  to
meet  our customers' demands, or that we will be able to purchase
these   products  at  competitive  prices.   As  these   products
represent a significant portion of our sales, our failure to fill
customer  orders  for these products could adversely  impact  our
sales.   If we are forced to pay higher prices for these products
to ensure an adequate supply, we cannot guarantee that we will be
able  to pass along to our customers any increases in the  prices
we  pay  for  these medications.  This inability  to  pass  along
increased  prices could materially adversely affect our financial
condition and results of operations.

Our  failure  to  properly  manage our inventory  may  result  in
excessive   inventory  carrying  costs,  which  could  materially
adversely   affect  our  financial  condition  and   results   of
operations.

  Our  current product line contains approximately 750  SKUs.   A
significant  portion  of  our sales is attributable  to  products
representing  approximately 90 SKUs.  We need to properly  manage
our inventory to provide an adequate supply of these products and
avoid  excessive  inventory  of  the  products  representing  the
balance of the SKUs.  We generally place orders for products with
our suppliers based upon our internal estimates of the amounts of
inventory  we  will need to fill future orders.  These  estimates
may be significantly different from the actual orders we receive.
In  the  event  that  subsequent orders fall  short  of  original
estimates,  we  may  be left with excess inventory.   Significant
excess  inventory could result in price discounts  and  increased
inventory  carrying  costs.  Similarly, if we  fail  to  have  an
adequate  supply  of some SKUs, we may lose sales  opportunities.
We  cannot  guarantee that we will maintain appropriate inventory
levels.    Any  failure  on  our  part  to  maintain  appropriate
inventory  levels  may  have a material  adverse  effect  on  our
financial condition and results of operations.

                                  4
Resistance  from  veterinarians to  authorize  prescriptions,  or
attempts/efforts  on  their  part to  discourage  pet  owners  to
purchase  from  internet  pharmacies could  cause  our  sales  to
decrease  and  could  materially adversely affect  our  financial
condition and results of operations.

  Since  we began our operations some veterinarians have resisted
providing  our customers with a copy of their pet's  prescription
or  authorizing  the prescription to our pharmacy staff,  thereby
effectively  preventing us from filling such prescriptions  under
state law.  Some veterinarians have also tried to discourage  pet
owners  from  purchasing  from  internet  pharmacies.   Sales  of
prescription  medications represented approximately  29%  of  our
sales for the fiscal year.  Although veterinarians in some states
are   required  by  law  to  provide  the  pet  owner  with  this
prescription  information,  if the number  of  veterinarians  who
refuse  to  authorize  prescriptions  should  increase,   or   if
veterinarians  are  successful in discouraging  pet  owners  from
purchasing from internet pharmacies, our sales could decrease and
our  financial  condition  and  results  of  operations  may   be
materially adversely affected.

Significant portions of our sales are made to residents of  seven
states.  If we should lose our pharmacy license in one or more of
these  states, our financial condition and results of  operations
would be materially adversely affected.

  While  we  ship pet medications to customers in all 50  states,
approximately  50% of our sales for the fiscal year  ended  March
31,  2007  were  made  to  customers located  in  the  states  of
California,  Florida, Texas, New York, Pennsylvania, New  Jersey,
and  Virginia.   If  for  any reason our  license  to  operate  a
pharmacy  in  one or more of those states should be suspended  or
revoked,  or  if it is not renewed, our financial  condition  and
results of operations may be materially adversely affected.

We   face   significant   competition  from   veterinarians   and
traditional and online retailers and may not be able  to  compete
profitably with them.

  We  compete directly and indirectly with veterinarians for  the
sale of pet medications and other health products.  Veterinarians
hold a competitive advantage over us because many pet owners  may
find  it more convenient or preferable to purchase these products
directly from their veterinarians at the time of an office visit.
We  also  compete  directly and indirectly with both  online  and
traditional   retailers  of  pet  medications  and   health   and
nutritional  supplements.  Both online and traditional  retailers
may  hold  a  competitive advantage over  us  because  of  longer
operating  histories, established brand names, greater resources,
and/or an established customer base.  Online retailers may have a
competitive  advantage  over us because of established  affiliate
relationships  to  drive traffic to their  website.   Traditional
retailers  may hold a competitive advantage over us  because  pet
owners may prefer to purchase these products from a store instead
of  online or through catalog or telephone methods.  In order  to
effectively  compete in the future, we may be required  to  offer
promotions  and  other  incentives, which  may  result  in  lower
operating margins or adversely affect the results of operations.

  We  also  face  a  significant challenge from  our  competitors
forming  alliances with each other, such as those between  online
and  traditional retailers. These relationships may  enable  both
their  retail and online stores to negotiate better  pricing  and
better  terms  from  suppliers  by  aggregating  the  demand  for
products  and  negotiating  volume discounts  which  could  be  a
competitive disadvantage to us.

The  content of our website could expose us to various  kinds  of
liability,  which, if prosecuted successfully,  could  negatively
impact our business.

  Because  we post product information and other content  on  our
website,  we  face potential liability for negligence,  copyright
infringement,   patent   infringement,  trademark   infringement,
defamation,  and/or other claims based on the nature and  content
of  the materials we post.  Various claims have been brought, and
sometimes  successfully  prosecuted,  against  Internet   content
distributors.  We could be exposed to liability with  respect  to
the  unauthorized duplication of content or unauthorized  use  of
other  parties'  proprietary technology.   Although  we  maintain
general   liability  insurance,  our  insurance  may  not   cover
potential  claims  of  this  type, or  may  not  be  adequate  to
indemnify  us  for  all  liability  that  may  be  imposed.   Any

                                  5
imposition of liability that is not covered by insurance,  or  is
in  excess  of  insurance  coverage, could  materially  adversely
affect our financial condition and results of operations.

We  may  not be able to protect our intellectual property rights,
and  we  may  be found to infringe on the proprietary  rights  of
others.

  We   rely  on  a  combination  of  trademarks,  trade  secrets,
copyright  laws,  and  contractual restrictions  to  protect  our
intellectual   property  rights.   These  afford   only   limited
protection.  Despite  our  efforts  to  protect  our  proprietary
rights,  unauthorized  parties  may  attempt  to  copy  our  non-
prescription  private  label generic  equivalents,  when  and  if
developed, as well as aspects of our sales formats, or to  obtain
and  use information that we regard as proprietary, including the
technology used to operate our website and our content,  and  our
trademarks.

  Litigation  or proceedings before the United States Patent  and
Trademark  Office or other bodies may be necessary in the  future
to enforce our intellectual property rights, to protect our trade
secrets and domain names, and to determine the validity and scope
of  the  proprietary rights of others.  Any litigation or adverse
priority  proceeding  could  result  in  substantial  costs   and
diversion of resources, and could seriously harm our business and
operating results.

    Third  parties may also claim infringement by us with respect
to  past,  current,  or  future  technologies.   We  expect  that
participants  in  our  markets will be increasingly  involved  in
infringement claims as the number of services and competitors  in
our  industry  segment grows.  Any claim, whether meritorious  or
not,  could be time-consuming, result in costly litigation, cause
service  upgrade delays, or require us to enter into  royalty  or
licensing  agreements.   These royalty  or  licensing  agreements
might not be available on terms acceptable to us or at all.

If  we are unable to protect our Internet addresses or to prevent
others   from  using  Internet  addresses  that  are  confusingly
similar, our business may be adversely impacted.

  Our        Internet       addresses,       www.1800petmeds.com,
                                             -------------------
www.1888petmeds.com, www.petmedexpress.com,  and  www.petmeds.com
-------------------  ---------------------        ---------------
are  critical  to our brand recognition and our overall  success.
If  we  are  unable  to  protect these  Internet  addresses,  our
competitors  could capitalize on our brand recognition.   We  are
aware  of  substantially  similar Internet  addresses,  including
www.petmed.com, used by competitors.  Governmental  agencies  and
--------------
their   designees   generally  regulate   the   acquisition   and
maintenance  of Internet addresses.  The regulation  of  Internet
addresses  in  the  United States and in  foreign  countries  has
changed,  and  may  undergo further change in  the  near  future.
Furthermore,  the  relationship  between  regulations   governing
Internet  addresses  and laws protecting trademarks  and  similar
proprietary rights is unclear.  Therefore, we may not be able  to
protect our own Internet addresses, or prevent third parties from
acquiring  Internet  addresses that are confusingly  similar  to,
infringe  upon, or otherwise decrease the value of  our  Internet
addresses.

Since  all of our operations are housed in a single location,  we
are  more  susceptible to business interruption in the  event  of
damage to or disruptions in our facility.

  Our  headquarters and distribution center are  located  in  the
same  building  in  South Florida, and all of  our  shipments  of
products  to  our customers are made from this sole  distribution
center.   We  have no present plans to establish  any  additional
distribution  centers  or offices.  Because  we  consolidate  our
operations in one location, we are more susceptible to power  and
equipment  failures, and business interruptions in the  event  of
fires,  floods,  and  other  natural disasters  than  if  we  had
additional  locations.  Furthermore, because we  are  located  in
South  Florida,  which  is  a hurricane-sensitive  area,  we  are
particularly  susceptible to the risk  of  damage  to,  or  total
destruction  of,  our  headquarters and distribution  center  and
surrounding transportation infrastructure caused by a  hurricane.
We  cannot assure you that we are adequately insured to cover the
amount  of any losses relating to any of these potential  events,
business interruptions resulting from damage to or destruction of
our  headquarters and distribution center, or power and equipment
failures   relating   to  our  call  center   or   websites,   or
interruptions    or    disruptions   to   major    transportation
infrastructure,  or  other  events  that  do  not  occur  on  our
premises.

                                  6
A portion of our sales are seasonal and our operating results are
difficult to predict and may fluctuate.

  Because  our  operating results are difficult  to  predict,  we
believe  that  quarter-to-quarter comparisons  of  our  operating
results are not a good indication of our future performance.  The
majority of our product sales are affected by the seasons, due to
the   seasonality  of  mainly  heartworm  and   flea   and   tick
medications.   Seasonality trends are divided into percentage  of
sales  by  quarter.   For  the  quarters  ended  June  30,  2006,
September  30,  2006,  December 31, 2006,  and  March  31,  2007,
Company sales were 31%, 27%, 19%, and 23%, respectively.

  In  addition  to the seasonality of our sales, our  annual  and
quarterly operating results have fluctuated in the past  and  may
fluctuate  significantly  in  the future  due  to  a  variety  of
factors, many of which are out of our control.  Factors that  may
cause our operating results to fluctuate include:

  -   Our ability to obtain new customers at a reasonable
      cost, retain existing customers, or encourage reorders;
  -   Our ability to increase the number of visitors to  our
      website, or our ability to convert visitors to our website
      into customers;
  -   The mix of medications and other pet products sold by us;
  -   Our ability to manage inventory levels or obtain an
      adequate supply of products;
  -   Our ability to adequately maintain, upgrade and develop
      our website, the systems that we use to process customers'
      orders and payments, or our computer network;
  -   Increased competition within our market niche;
  -   Price competition;
  -   Increases in the cost of advertising;
  -   The amount and timing of operating costs and capital
      expenditures relating to expansion of our product line or
      operations; and
  -   Disruption of our toll-free telephone service,
      technical difficulties, systems and Internet outages, or
      slowdowns.

Any  change  in  one  or more of these factors  could  materially
adversely   affect  our  financial  condition  and   results   of
operations in future periods.

Our  stock price fluctuates from time to time and may fall  below
expectations  of  securities analysts and  investors,  and  could
subject  us  to litigation, which may result in you  suffering  a
loss on your investment.

  The   market   price   of  our  common  stock   may   fluctuate
significantly in response to a number of factors, some  of  which
are   beyond  our  control.   These  factors  include:  quarterly
variations in operating results; changes in accounting treatments
or  principles;  announcements by us or our  competitors  of  new
products   and   services   offerings,   significant   contracts,
acquisitions or strategic relationships; additions or  departures
of  key personnel; any future sales of our common stock or  other
securities;  stock  market  price  and  volume  fluctuations   of
publicly-traded companies; and general political,  economic,  and
market conditions.

  In  some  future quarter our operating results may  fall  below
the  expectations  of  securities analysts and  investors,  which
could  result  in a decrease in the trading price of  our  common
stock.  In the past, securities class action litigation has often
been brought against a company following periods of volatility in
the  market  price of its securities.  We may be the  targets  of
similar  litigation in the future.  Securities  litigation  could
result in substantial costs and divert management's attention and
resources, which could seriously harm our business and  operating
results.

We  may  issue  additional shares of preferred stock  that  could
defer  a change of control or dilute the interests of our  common
stockholders.   Our  charter documents  could  defer  a  takeover
effort which could inhibit your ability to receive an acquisition
premium for your shares.

                                  7
Our  charter  permits our Board of Directors  to  issue  up  to
5,000,000 shares of preferred stock without stockholder approval.
Currently  there  are  2,500 shares of our Convertible  Preferred
Stock  issued and outstanding.  This leaves 4,997,500  shares  of
preferred stock available for issuance at the discretion  of  our
Board  of  Directors.   These shares, if  issued,  could  contain
dividend, liquidation, conversion, voting, or other rights  which
could adversely affect the rights of our common stockholders  and
which  could  also  be utilized, under some circumstances,  as  a
method  of  discouraging,  delaying or  preventing  a  change  in
control.  Provisions of our articles of incorporation, bylaws and
Florida  law  could make it more difficult for a third  party  to
acquire  us, even if many of our stockholders believe  it  is  in
their best interest.

If the selling security holders all elect to sell their shares of
our common stock at the same time, the market price of our shares
may decrease.

  It  is  possible that the selling security holders  will  offer
all  of the shares for sale.  Further because it is possible that
a large number of shares of our common stock could be sold at the
same  time hereunder, the sales, or the possibility thereof,  may
have a depressive effect on the market price for our common stock
and could cause the market price of our common stock to decline.

USE OF PROCEEDS

  We  will not receive any of the proceeds from the sale  of  the
common  stock  by the selling security holders pursuant  to  this
Resale Prospectus. All proceeds from the sale of the common stock
by  the selling security holders will be for the account of  such
selling security holders.

SELLING SECURITY HOLDERS

  As  of  the  date of this Resale Prospectus, 196,025 shares  of
common  stock  have been issued under the Plan.  The  information
under  this heading relates to resales of shares covered by  this
prospectus  by persons who are our "affiliates" as that  term  is
defined  under  federal securities laws.  These persons  will  be
executive  officers  of our company.  Shares issued  pursuant  to
this  Resale  Prospectus to our affiliates are  "control"  shares
under   federal   securities  laws.    Resales   of   "restricted
securities,"  as  that term is defined in Rule 144(a)(3)  of  the
Securities Act may also be made by certain unnamed non-affiliates
of our company.

  The following table sets forth:

  - the name of each affiliated selling security holder,
  - the amount of common stock owned beneficially, directly or
    indirectly, by each affiliated selling security holder,
  - the maximum amount of shares of common stock to be offered
    by the affiliated selling security holders pursuant to this
    Resale Prospectus, and
  - the amount of common stock to be owned by each affiliated
    selling security holder following sale of the shares of
    common stock.

  Beneficial  ownership  is determined  in  accordance  with  the
rules  of  the  SEC and generally includes voting  or  investment
power  with  respect  to securities and includes  any  securities
which  the person has the right to acquire within 60 days through
the  conversion or exercise of any security or other right.   The
information as to the number of shares of our common stock  owned
by  each  affiliated selling security holder is  based  upon  our
books  and  records and the information provided by our  transfer
agent.

  We  may  amend or supplement this prospectus from time to  time
to  update  the disclosure set forth in the table.   Because  the
selling security holders identified in the table may sell some or
all of the shares owned by them which are included in this Resale
Prospectus,  and  because  there  are  currently  no  agreements,
arrangements or understandings with respect to the sale of any of
the  shares, no estimate can be given as to the number of  shares
available  for resale hereby that will be held by the  affiliated
selling  security holders upon termination of the  offering  made
hereby.   We  have  therefore assumed, for the  purposes  of  the
following  table,  that the affiliated selling  security  holders
will sell all of the shares

                                  8
owned by them, which are  being offered hereby, but will not sell
any other shares of our  common stock that they presently own.

  Grants may be made to affiliates in the future which we are not
able to identify at this time.  Before any of our affiliates sell
any  of  his  or  her  shares received under the  Plan,  we  will
supplement  this Resale Prospectus with the required  information
regarding  the names of the persons selling, the total number  of
shares  owned by these persons and the number of shares  proposed
to be sold under this prospectus.
---------------------------------------------------------------------------------------
Name of selling        Number of     Percentage    Number of    Number of   Percentage
security holder        Shares of    of shares of   Shares of    Shares of   of Common
                       Common         Common         Common      Common       Stock
                        Stock          Stock         Stock        Stock       Owned
                     Beneficially      Owned         Which     Beneficially  After the
                      Owned Prior      Before        May be    Owned After   Offering
                    to the Offering    Offering     Offered    the Offering
---------------------------------------------------------------------------------------
Menderes Akdag       601,111(1)(2)      2.4%       90,000(2)     511,111(1)    2.1%
---------------------------------------------------------------------------------------
Bruce S. Rosenbloom   67,250(3)(4)       *         13,750(4)      53,500(3)     *
---------------------------------------------------------------------------------------
*less than 1% of the issued and outstanding shares.

(1) Mr. Akdag's holdings include vested options to purchase
    27,777 shares of our Common Stock at $10.64 per share until March
    2009, and 83,334 shares of our Common Stock at $10.64 per share
    until March 2010.

(2) Includes 90,000 restricted shares under the 2006 Plan, which
    are subject to forfeiture in one-third increments on February 27,
    2008, 2009, and 2010, respectively, in the event of termination
    of employment.

(3) Mr. Rosenbloom's holdings include vested options to purchase
    6,000 shares of our Common Stock at $8.90 until June 2008, 6,667
    shares of our Common Stock at $6.60 until May 2009, 5,000 shares
    of our Common Stock at $3.45 until June 2009, 6,000 shares of our
    Common Stock at $8.90 until June 2009, 6,667 shares of our Common
    Stock at $6.60 until May 2010, and 6,000 shares of our Common
    Stock at $8.90 until June 2010, but exclude options to purchase
    an additional 6,666 of our Common Stock at $6.60, which have not
    yet vested.

(4) Includes 6,250 restricted shares under the 2006 Plan, which
    are subject to forfeiture in the amounts of 2083 and 2084 on July
    31, 2008, and 2009, respectively, and includes 7,500 restricted
    shares under the 2006 Plan, which are subject to forfeiture in
    one-third  increments on June 20, 2008, 2009, and 2010,
    respectively, in the event of termination of employment.

PLAN OF DISTRIBUTION

  The  shares  of Common Stock may be sold from time to  time  by
the selling security holders, or by pledgees, donees, transferees
or  other successors in interest. Such sales may be made  on  the
NASDAQ Global Select Market, one or more exchanges or in the over-
the-counter  market, or otherwise, at prices and  at  terms  then
prevailing or at prices related to the then current market price,
or  in negotiated transactions. The shares of common stock may be
sold by one or more of the following, without limitation:

(a)  a block trade in which the broker or dealer so engaged will
     attempt to sell the shares as agent but may position and resell
     a portion of the block as principal to facilitate the transaction;

(b)  purchases by a broker or dealer as principal and resale
     by such broker or dealer or for its account pursuant to the
     Resale Prospectus, as supplemented;

                                  9
(c)  an exchange distribution in accordance with the rules of
     such exchange; and

(d)  ordinary brokerage transactions and transactions in which
     the broker solicits purchasers.

  The  selling  security holder and sales to  and  through  other
broker-dealers  or  agents  that  participate  with  the  selling
security holder in the sale of the shares of common stock may  be
deemed  to be "underwriters" within the meaning of the Securities
Act   in  connection  with  these  sales.  In  that  event,   any
commissions  received by the broker-dealers  or  agents  and  any
profit  on the resale of the shares of common stock purchased  by
them  may  be deemed to be underwriting commissions or  discounts
under the Securities Act.

  In  addition, any securities covered by this Resale  Prospectus
that  qualify  for sale pursuant to Rule 144 may  be  sold  under
Rule  144  rather  than  pursuant to this Resale  Prospectus,  as
supplemented. From time to time, the selling security holder  may
engage  in  short sales, short sales against the  box,  puts  and
calls  and  other transactions in our securities  or  derivatives
thereof,  and  may  sell  and deliver the  shares  in  connection
therewith.  Sales may also take place from time to  time  through
brokers  pursuant to pre-arranged sales plans intended to qualify
under Commission Rule 10b5-1.

  There  is  no assurance that the selling security holders  will
sell all or any portion of the shares of the common stock covered
by this Resale Prospectus.

  All  expenses of registration of the common stock,  other  than
commissions  and  discounts of underwriters, dealers  or  agents,
shall be borne by us. As and when we are required to update  this
Resale Prospectus, we may incur additional expenses.

  LEGAL MATTERS

  The  validity  of  the common stock issuable under  the  PetMed
Express, Inc. 2006 Employee Equity Compensation Restricted  Stock
Plan has been passed upon for us by Schneider Weinberger & Beilly
LLP.

EXPERTS

  The  financial  statements and management's assessment  of  the
effectiveness of internal control over financial reporting (which
is  included  in  Management's Report on  Internal  Control  over
Financial Reporting) incorporated in this Prospectus by reference
to  the  Annual Report on Form 10-K for the year ended March  31,
2007  have  been  so incorporated in reliance on  the  report  of
Goldstein  Golub  Kessler LLP, an independent  registered  public
accounting  firm, given on the authority of said firm as  experts
in auditing and accounting.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

  The   following  documents  filed  by  us  with  the  SEC   are
incorporated herein by reference and made a part hereof:

- The Company's Annual Report on Form 10-K for the fiscal year
  ended March 31, 2007, filed on June 4, 2007,
- The  Company's Proxy Statement for the  Company's Annual
  Meeting of Stockholders, filed with the Commission on June 29,
  2007, and

                                  10
- The  updated description of common stock contained in our
  Registration Statement on Form 10-SB12G, filed on January 10,
  2000, including any amendment or report filed for the purpose of
  updating such description.

  In  addition, all reports and documents filed by us pursuant to
Section  13(a), 13(c), 14 or 15(d) of the Exchange Act, prior  to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities  then  remaining  unsold,  shall  be  deemed   to   be
incorporated by reference herein and to be a part hereof from the
respective  date  of  filing of such  documents.   Any  statement
incorporated by reference herein shall be deemed to  be  modified
or  superseded  for  purposes of this Resale  Prospectus  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 statement modified or superseded  shall  not  be
deemed,  except as so modified or superseded, to constitute  part
of  this  prospectus. Nothing in this Resale Prospectus shall  be
deemed to incorporate information furnished by us, but not  filed
with the Commission, pursuant to Items 2.02, 7.01 or 9.01 of Form
8-K.

Item 4.   Description of Securities

  Not applicable.

Item 5.   Interests of Named Experts and Counsel

  Not applicable.

Item 6.   Indemnification of Directors and Officers

     The   Florida   Business   Corporation   Act   permits   the
indemnification of directors, employees, officers and agents of a
Florida  corporation.  Our articles of incorporation  and  bylaws
provide  that we shall indemnify to the fullest extent  permitted
by  the  Florida Business Corporation Act any person whom we  may
indemnify under the act.

     The provisions of Florida law that authorize indemnification
do  not  eliminate  the  duty  of  care  of  a  director, and  in
appropriate circumstances equitable remedies including injunctive
or  other forms of non-monetary relief will remain  available. In
addition, each director will continue to be subject to liability
for:

     -   violations of criminal laws, unless the director has
         reasonable cause  to believe that his or her conduct was
         lawful or had no reasonable cause to believe his conduct
         was unlawful,

     -   deriving an improper personal benefit from a transaction,

     -   voting for or assenting to an unlawful distribution, and

     -   willful  misconduct or conscious disregard for  our best
         interests in a proceeding by or in our right to procure
         a judgment in its favor or in a proceeding by or in the
         right of a shareholder.

      The  statute  does not affect a director's responsibilities
under any other law, including federal securities laws.

     The effect of Florida law, our articles of incorporation and
our  bylaws  is  to  require  us to indemnify  our  officers  and
directors  for any claim arising against those persons  in  their
official  capacities if the person acted in good faith and  in  a
manner that he or she reasonably believed to be in or not opposed
to  the  best interests of the corporation, and, with respect  to
any  criminal  action or proceeding, had no reasonable  cause  to
believe his or her conduct was unlawful.

                                  11
To the extent indemnification for liabilities arising under
the Securities Act may be permitted to our directors, officers or
control persons, we have been informed that in the opinion of the
SEC,  this  indemnification is against public policy as expressed
in the Securities Act and is unenforceable.

Item 7.   Exemption From Registration Claimed

  As  of  the  date of this Registration Statement, we issued  an
aggregate  of 196,025 shares of our common stock under  the  2006
Employee Equity Compensation Restricted Stock Plan to 36  of  our
employees as a bonus.  The shares were valued at $2,412,083.  The
recipients were accredited and non-accredited investors  who  had
such  knowledge  and  experience  in  financial,  investment  and
business matters that they were capable of evaluating the  merits
and  risks of the prospective investment in our securities.   The
participants  had  access to business and  financial  information
concerning  our  company  and each was provided  a  copy  of  the
Company's Annual Report on Form 10-K for the year ended March 31,
2007.  The  issuances were conditioned on further  employment  or
services  to  us, and each of the recipients had the  ability  to
assess  his or her relationship with our company.  The  issuances
were  exempt from registration pursuant to Rule 506 of Regulation
D of the Securities Act.

Item 8.   Exhibits

 5.1  Opinion of Schneider Weinberger & Beilly LLP *
23.1  Consent of Goldstein Golub Kessler LLP *
23.2  Consent of Schneider Weinberger & Beilly LLP (contained in
      such firm's opinion filed as Exhibit 5.1) *
99.1  PetMed Express, Inc. 2006 Employee Equity Compensation
      Restricted  Stock Plan (filed as Exhibit A to our Definitive
      Proxy Statement on Schedule 14A, filed June 22, 2006 and
      incorporated herein by reference)

*     filed herewith

Item 9.   Undertakings

  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:

      (i)  To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

     (ii)  To  reflect  in the prospectus  any  facts  or  events
arising  after the  effective date of the Registration  Statement
(or  the  most  recent post-effective amendment  thereof)  which,
individually or in the aggregate, represent a fundamental  change
in  the  information  set  forth in the  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 end 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 the volume and price represent no more than a 20%
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  the
Registration Statement or any material change to such information
in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)  will
not  apply if the information required to be included in a  post-
effective  amendment by those paragraphs is contained in  reports
filed  with  or  furnished to the Commission  by  the  Registrant
pursuant  to Section 13 or Section 15(d) of the Exchange  Act  of
1934  that  are  incorporated by reference  in  the  Registration
Statement.

                                  12
(2)  That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

(4)  That,  for  purposes of determining any liability under  the
Securities  Act  of 1933, each filing of the Registrant's  annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act  of  1934 (and, where applicable, each filing of an  employee
benefit  plan's annual report pursuant to Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated   by
reference in the 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.

(5)  Insofar as indemnification for liabilities arising under the
Securities  Act  of 1933 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
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.

                                  13
SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable  grounds
to  believe that it meets all of the requirements for  filing  on
Form  S-8 and authorizes this Registration Statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
Pompano Beach, Florida on August 7, 2007.

                         PETMED EXPRESS, INC.

                         By:  /s/ Menderes Akdag
                         -------------------------------------
                         Menderes Akdag
                         Chief Executive Officer and President
                         (principal executive officer)

                         By:  /s/ Bruce Rosenbloom
                         -------------------------------------
                         Bruce Rosenbloom
                         Chief Financial Officer and Treasurer
                         (principal financial and accounting officer)

  In  accordance  with the Exchange Act,  this  Registration
Statement on Form S-8 has been signed below by the following
persons  on  behalf of the registrant and in the  capacities
and on August 7, 2007.

SIGNATURE                     TITLE

/s/   Menderes  Akdag        Chief Executive Officer and President
-------------------------    (principal executive officer)
Menderes Akdag               Officer and Director

/s/ Robert C. Schweitzer     Chairman of the Board
-------------------------
Robert C. Schweitzer         Director

/s/  Bruce  S. Rosenbloom    Chief Financial Officer and Treasurer
-------------------------    (principal financial and accounting officer)
Bruce S. Rosenbloom          Officer

/s/ Ronald J. Korn           Director
-------------------------
Ronald J. Korn

/s/ Gian M. Fulgoni          Director
-------------------------
Gian M. Fulgoni

/s/ Frank J. Formica         Director
-------------------------
Frank J. Formica

                                  14