UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM S-8
 REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
 PetSmart, Inc.
  Delaware
    
    94-3024325(State of Incorporation)
    
    (I.R.S. EmployerIdentification No.)
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  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 CALCULATION OF REGISTRATION FEE
 Proposed Maximum
    
    
    Proposed MaximumTitle of Securities
    
    
    Amount to be
    
    
    Offering Price
    
    
    Aggregate Offering
    
    
    Amount ofTo be Registered
    
    
    Registered
    
    
    Per Share (2)
    
    
    Price
    
    
    Registration FeeCommon stock, $0.0001 par value per share
    
    
    
    25,357,701
    (1)
    
    
    $
    43.82
    
    
    
    $
    1,111,174,458
    
    
    
    $
    129,007.35
 
 (1)
    
    Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration
statement shall also cover any additional shares of Registrants common stock that become
issuable under the 2011 Equity Incentive Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction.(2)
    
    Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c)
and (h) under the Securities Act of 1933 and based upon the average of the high and low prices
of the Registrants Common Stock as reported by the NASDAQ Global Select Market on June 17,
2011.




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PART I
 INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
  PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 Item 3. Incorporation of Documents by Reference.
       Item 4. Description of Securities.
  Item 5. Interests of Named Experts and Counsel.
  Item 6. Indemnification of Directors and Officers.
  2




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Item 7. Exemption From Registration Claimed.
  Item 8. Exhibits.
  Item 9. Undertakings.
     3




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Provided, however,
     4




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SIGNATURES
  PetSmart, Inc.By:
    /s/ Robert F. MoranRobert F. MoranPresident & Chief Executive Officer  Signature
    
    Title
    
    Date*

Philip L. Francis
    
    Executive Chairman
    
    June 24, 2011/s/ Robert F. Moran

Robert F. Moran
    
    President and Chief
Executive Officer

(Principal
Executive Officer)
    
    June 24, 2011/s/ Lawrence P. Molloy

Lawrence P. Molloy
    
    Senior Vice
President, Chief
Financial Officer
(Principal
Financial Officer
and Principal
Accounting Officer)
    
    June 24, 2011*

Angel Cabrera
    
    Director
    
    June 24, 2011*

Lawrence A. Del Santo
    
    Director
    
    June 24, 2011*

Rita V. Foley
    
    Director
    
    June 24, 2011*

Rakesh Gangwal
    
    Director
    
    June 24, 2011*

Joseph S. Hardin, Jr.
    
    Director
    
    June 24, 2011*

Gregory P. Josefowicz
    
    Director
    
    June 24, 2011*

Amin I. Khalifa
    
    Director
    
    June 24, 2011
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Signature
    
    Title
    
    Date*

Richard K. Lochridge
    
    Director
    
    June 24, 2011*

Barbara A. Munder
    
    Director
    
    June 24, 2011*

Thomas G. Stemberg
    
    Director
    
    June 24, 2011
 *By:
    
    /s/ Emily Dickinson

Emily Dickinson, as attorney-in-fact
pursuant to authority granted by powers
of attorney, copies of which are filed as
exhibits to this Registration Statement
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EXHIBITS
 ExhibitNumber
    
    Description3.1(1)
    
    Restated Certificate of Incorporation of PetSmart.3.2(2)
    
    Certificate of Amendment of Restated Certificate of Incorporation of PetSmart.3.3(3)
    
    Form of Certificate of Designation of Series A Junior Participating Preferred Stock of PetSmart.3.4(4)
    
    Certificate of Amendment of Restated Certificate of Incorporation of PetSmart.3.5(5)
    
    Bylaws of PetSmart, as amended.4.1
    
    Reference is made to Exhibit Numbers 3.1 through 3.4.4.2(6)
    
    Form of Stock Certificate.5.1*
    
    Opinion of Bryan Cave LLP.10.1(7)
    
    2011 Equity Incentive Plan.10.2(8)
    
    Form of Nonstatutory Stock Option Agreement for 2011 Equity Incentive Plan.10.3(9)
    
    Form of Restricted Stock Agreement for 2011 Equity Incentive Plan.10.4(10)
    
    Form of Performance Share Unit Grant Notice and Performance Share Unit Agreement for 2011 Equity Incentive Plan15.1*
    
    Awareness Letter of Deloitte & Touche LLP.23.1*
    
    Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.23.2*
    
    Consent of Bryan Cave LLP is contained in Exhibit 5.1 to this Registration Statement.24.1(11)
    
    Power of Attorney.
 
 *
    
    Filed herewith.(1)
    
    Incorporated by reference to Exhibit 3.3(i) to PetSmarts Registration Statement on Form S-1
(File No. 33-63912), filed with the SEC on June 4, 1993, as amended.(2)
    
    Incorporated by reference to Exhibit 3.5 to PetSmarts Quarterly Report on Form 10-Q (File No.
0-21888), filed with the SEC September 7, 2005.(3)
    
    Incorporated by reference to Exhibit 99.3 to PetSmarts Current Report on Form 8-K (File No.
0-21888), filed with the SEC on August 21, 1997.(4)
    
    Incorporated by reference to Exhibit 3.4 to PetSmarts Current Report on Form 8-K (File No.
0-21888) filed with the SEC on June 23, 2009.(5)
    
    Incorporated by reference to Exhibit 3.5 to PetSmarts Current Report on Form 8-K (File No.
0-21888) filed with the SEC on June 23, 2009.(6)
    
    Incorporated with the SEC by reference to Exhibit 4.4 to PetSmarts Registration Statement on
Form S-1 (File No. 33-63912), filed with the SEC on June 4, 1993, as amended. 7




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(7)
    
    Incorporated by reference to Appendix A to PetSmarts definitive proxy statement on Schedule
14A (File No. 0-21888) filed with the SEC on May 2, 2011.(8)
    
    Incorporated by reference to Exhibit 10.2 to PetSmarts Current Report on Form 8-K (File No.
0-21888), filed with the SEC on June 17, 2011.(9)
    
    Incorporated by reference to Exhibit 10.3 to PetSmarts Current Report on Form 8-K (File No.
0-21888), filed with the SEC on June 17, 2011.(10)
    
    Incorporated by reference to Exhibit 10.4 to PetSmarts Quarterly Report on Form 10-Q (File
No. 0-21888), filed with the SEC on June 17, 2011.(11)
    
    Incorporated by reference to Exhibit 24.1 to PetSmarts Registration Statement on Form S-8
(File No. 333-173342), filed with the SEC on April 7, 2011. 8