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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q/A

[X]      Quarterly report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934.

         For the quarterly period ended April 30, 2002; or

[_]      Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934.

         For the transition period from ___________ to ____________.

                        Commission file number: 000-26326

                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
             (Exact name of registrant as specified in its charter)


           Nebraska                         5047                 37-1119387
(State or other jurisdiction of (Primary Standard Industrial   (IRS Employer
Incorporation or organization)   Classification Code Number) Identification No.)


                           10077 South 134/th/ Street
                              Omaha, Nebraska 68138
                                 (402) 331-4440
   (Address and telephone number of registrant's principal executive offices)


         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities and
Exchange Act of 1934 during the proceeding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.

         Yes      [X]      No       [_]


         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

         Class                              Outstanding at April 30, 2002
         -----                              -----------------------------
         Common Stock, $1.00 par value                     1,546

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The Undersigned Registrant hereby amends the following items of its Quarterly
Report on Form 10-Q for the quarter ended April 30, 2002, as set forth below.

                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
                         INDEX TO 10-Q FOR THE QUARTERLY
                           PERIOD ENDED APRIL 30, 2002

<TABLE>
<CAPTION>
PART I:  FINANCIAL INFORMATION                                                        PAGE

<S>                                                                                   <C>
   ITEM 1.  FINANCIAL STATEMENTS

            Consolidated Balance Sheets as of April 30, 2002 and July 31, 2001        3

            Consolidated Income Statements for the three and nine months              4
            ended April 30, 2002 and 2001

            Consolidated Statements of Cash Flow for the nine months ended            5
            April 30, 2002 and 2001

            Independent Accountant's Report                                           6

   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATION                              7


SIGNATURES                                                                            8
</TABLE>

                                       2

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             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
                           Consolidated Balance Sheets
          As of April 30, 2002 (unaudited) and July 31, 2001 (Restated)
                        (in Thousands, Except Share Data)

<TABLE>
<CAPTION>
                                                                                                 (Restated)
                                                                                     April 30,    July 31,
ASSETS                                                                                2002         2001
                                                                                   ----------   ----------
<S>                                                                               <C>         <C>
Current assets:
  Cash                                                                             $      594   $      657
  Accounts receivable, trade; less allowance for doubtful accounts
    $60 (April 30, 2002) and $ 0 (July 31, 2001)                                       22,345       15,783
  Accounts receivable, related parties                                                  3,186        2,490
  Accounts receivable, other                                                               12          129
  Prepaid income taxes                                                                     --          122
  Inventory                                                                            43,697       22,342
                                                                                   ----------   ----------
        Total current assets                                                           69,834       41,523
                                                                                   ----------   ----------

Property and equipment                                                                  9,582        8,916
  Less accumulated depreciation                                                         1,871        1,433
                                                                                   ----------   ----------
                                                                                        7,711        7,483
                                                                                   ----------   ----------
Other assets:
  Goodwill, less accumulated amortization
    $71 (April 30, 2002) and $60 (July 31, 2001)                                          155          166
  Loan origination fee, less accumulated amortization
    $ 6 (April 30, 2002) and $ 5 (July 31, 2001)                                           14           15
  Trademark, less accumulated amortization
    $ 1 (April 30, 2002) and $ 1 (July 31, 2001)                                            4            4
  Investment in unconsolidated affiliates                                               1,462        1,513
  Cash value life insurance                                                                66           33
                                                                                   ----------   ----------
                                                                                        1,701        1,731
                                                                                   ----------   ----------
                                                                                   $   79,246   $   50,737
                                                                                   ==========   ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Note payable, line of credit                                                     $   12,609   $    4,294
  Current portion of long-term debt                                                       485          456
  Accounts payable, trade                                                              48,817       31,950
  Accounts payable, related parties                                                     2,131          535
  Other current liabilites                                                              1,970        1,532
                                                                                   ----------   ----------
        Total current liabilities                                                      66,012       38,767
                                                                                   ----------   ----------
Long-term debt                                                                          5,203        5,565
Deferred income tax liability                                                              29           94
                                                                                   ----------   ----------
        Total liabilities                                                              71,244       44,426
                                                                                   ----------   ----------
Stockholder's equity:
  Common stock, $1 par value per share.  Authorized 30,000 shares; issued
    and outstanding shares 1,546 (April 30, 2002), 1,534 shares (July 31, 2001)             2            2
  Paid-in capital                                                                       4,543        4,415
  Retained earnings                                                                     3,457        1,894
                                                                                   ----------   ----------
                                                                                        8,002        6,311
                                                                                   ----------   ----------
                                                                                   $   79,246   $   50,737
                                                                                   ==========   ==========
</TABLE>

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             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
                         Consolidated Income Statements
      Three and Nine Month Periods Ended April 30, 2002 and 2001 (Restated)
                                   (unaudited)
                        (in Thousands, Except Share Data)

<TABLE>
<CAPTION>
                                                     (Restated)                     (Restated)
                                        Three Months Ended             Nine Months Ended
                                     ------------------------       -------------------------
                                     April 30,      April 30,       April 30,       April 30,
                                        2002           2001           2002            2001
                                     ---------      ---------       ---------       ---------
<S>                                  <C>            <C>             <C>             <C>
Net sales and other revenue          $  63,703      $  51,416       $ 179,501       $ 148,182

Cost of sales                           56,706         47,023         162,697         135,925
                                     ---------      ---------       ---------       ---------

         Gross profit                    6,997          4,393          16,804          12,257

Operating, general and
    administrative expenses              5,354          4,513          14,004          11,662
                                     ---------      ---------       ---------       ---------

         Operating income                1,643           (120)          2,800             595
                                     ---------      ---------       ---------       ---------

Other income (expense):
    Interest income                        131            147             344             400
    Interest expense                      (247)          (255)           (633)           (826)
    Other                                   --             --              --              (3)
    Equity in loss of affiliate            (17)           (18)            (51)            (54)
                                     ---------      ---------       ---------       ---------
                                          (133)          (126)           (340)           (483)
                                     ---------      ---------       ---------       ---------

         Income before taxes             1,510           (246)          2,460             112

Income taxes                               399           (164)            897              90
                                     ---------      ---------       ---------       ---------

         Net income                  $   1,111      $     (82)      $   1,563       $      22
                                     =========      =========       =========       =========

Net earnings per share of
    common stock                     $  717.93      $  (56.33)      $1,010.10       $   15.64
                                     =========      =========       =========       =========

Weighted average common
    shares outstanding                   1,548          1,465           1,547           1,424
                                     ---------      ---------       ---------       ---------
</TABLE>

                                       4

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             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
              Nine Months Ended April 30, 2002 and 2001 (Restated)
                                   (unaudited)
                                 (in Thousands)

<TABLE>
<CAPTION>
                                                                      (Restated)
                                                         April 30,     April 30,
                                                           2002          2001
                                                         ---------    ----------
<S>                                                      <C>          <C>
Cash flows from operating activities:
   Net income                                             $  1,563    $      22
                                                          --------    ---------
  Adjustments to reconcile net income to net cash
    from operating activities:
      Depreciation and amortization                            451          420
      (Gain) loss on sale of property                            -            3
      Equity in loss of affiliate                               51           54
    (Increase) decrease in:
        Receivables                                         (7,141)       1,622
        Inventories                                        (21,355)      (9,902)
        Cash value life insurance                              (33)           -
    Increase (decrease) in:
        Accounts payable                                    18,462       13,115
        Other accrued current liabilities                      560       (1,350)
        Deferred income tax                                    (65)          66
                                                          --------    ---------
              Total adjustments                             (9,070)       4,028
                                                          --------    ---------

              Net cash from operating activities            (7,507)       4,050
                                                          --------    ---------

Cash flows from investing activities:
  Purchase of property and equipment                          (666)        (240)
                                                          --------    ---------
              Net cash from investing activities
                                                              (666)        (240)
                                                          --------    ---------

Cash flows from financing activities:
  Net loan proceeds (reduction)                              7,982       (4,487)
  Bank overdraft at beginning of period                          -         (399)
  Bank overdraft at end of period                                -          760
  Net proceeds from issuance of
    common stock                                               128          316
                                                          --------    ---------

     Net cash from financing activities                      8,110       (3,810)
                                                          --------    ---------

Net increase (decrease) in cash                                (63)           -
Cash at beginning of fiscal year                               657            -
                                                          --------    ---------
Cash at end of period                                     $    594    $       -
                                                          --------    ---------

Supplemental disclosure of cash flow information:
  Interest paid                                           $    610    $     795
                                                          ========    =========
  Income taxes paid                                       $    128    $     399
                                                          ========    =========
</TABLE>

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                             QUICK & MCFARLIN, P.C.
                     Certified Public Accountants Letterhead

                         Independent Accountant's Report

To the Board of Directors
         Professional Veterinary Products, Ltd.
                  Omaha, Nebraska

         We have reviewed the accompanying consolidated balance sheet of
Professional Veterinary Products, Ltd. (a Nebraska Corporation) and subsidiaries
as of April 30, 2002, and the related statements of consolidated income for the
three and nine month periods ended April 30, 2002 and 2001 and the consolidated
statement of cash flows for the nine month periods ended April 30, 2002 and
2001. We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. All information included in
these financial statements is the representation of the management of
Professional Veterinary Products, Ltd.

         A review of interim financial information consists principally of
inquiries of Company personnel and analytical procedures applied to financial
data. It is substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.

         Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements in order for them
to be in conformity with generally accepted accounting principles.

         The July 31, 2001 balance sheet included in these financial statements
was audited by us. Our audit report dated April 19, 2002 expressed an
unqualified opinion on that balance sheet.

         As mentioned in an accompanying note, the April 30, 2001 quarterly
information contained in this report has been restated for the change in
accounting for the investment in an affiliate and for certain accruals that were
necessary for presentation in accordance with generally accepted accounting
principles.

                                               /s/ Quick & McFarlin, P.C.


Omaha, Nebraska
July 12, 2002

                                       6

<PAGE>

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

                        (in Thousands, except share data)

LIQUIDITY AND CAPITAL RESOURCES

         The Company expends capital primarily to fund day-to-day operations and
expand those operations to accommodate sales growth. It is necessary for the
Company to expend necessary funds to maintain significant inventory levels in
order to fulfill its commitment to its customers. Historically, the Company has
financed its cash requirements primarily from short term bank borrowings and
cash from operations. The short term bank borrowings are accomplished through a
fifteen million dollar revolving line of credit at U.S. Bank, Omaha, Nebraska.

         As in previous years, the Company's capital expenditures were made to
finance day-to-day operations and to expand its operations to accommodate the
growth in the number of customers and corresponding growth in sales. Inventory
needs and expenses associated therewith continue to grow. Capital requirements
have been funded primarily from short-term bank borrowings and cash derived from
its operations.

         During the fourth quarter of the current fiscal year the Company
intends to open a warehouse facility in the eastern part of the United States.
The Company intends to use its line of credit to supply the working capital
needs of this new facility.

         Net cash provided by operating activities of $4,050 for period ending
April 30, 2001 was primarily attributable to a decrease of $1,622 in receivables
and an increase of $13,115 in accounts payable. These were partially offset by
an increase of $9,902 in inventories. Net cash used by operating activities of
$7,507 for period ending April 30, 2002 was primarily attributable to an
increase of $7,141 in receivables and $21,355 in inventories. These were
partially offset by an increase of $18,462 in accounts payable and $1,563 in net
income.

         Net cash used by investing activities of $240 for period ending April
30, 2001 was primarily attributable to investments in equipment, including the
purchase of office, warehouse and computer equipment. Net cash used by investing
activities of $666 for period ending April 30, 2002 was primarily attributable
to investments in equipment, including the purchase of office, warehouse and
computer equipment.

         Net cash used by financing activities of $3,810 for period ending April
30, 2001 was primarily attributable to net loan reduction of $4,487. Net cash
provided by financing activities of $8,110 for period ending April 30, 2002 was
primarily attributable to net loan proceeds of $7,982.

RESULTS OF OPERATIONS

         Nine months ended April 30, 2002 as compared to nine months ended April
30, 2001:

         Net sales and other revenue increased $31,319 to $179,501 compared to
$148,182 for the same period the previous year. The 21% growth was principally
attributable to increased sales to existing customers of $21,022 and to new
customers of $9,794. On April 30, 2002 there were 1,546 shareholders of the
company.

         Gross profit increased $4,547 to $16,804 compared to $12,257 for the
same period the previous year. This increase is primarily attributable to the
increase in net sales and other revenue. Gross profit as a percentage of net
sales and other revenue was 9.4% compared to 8.3% for the same period the

                                       7

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previous year. This increase in gross profit percentage is primarily
attributable to higher margin from the sale of product.

         Operating, general and administrative expenses increased $2,342 to
$14,004 compared to $11,662 for the same period the previous year. This increase
is primarily attributable to support the increase in net sales and other
revenue. These expenses as a percentage of net sales and other revenue was 7.8%
compared to 7.9% for the same period the previous year. This minimal change in
percentage was primarily attributable to maintaining tight control of expenses
while increasing net sales and other revenue.

         Operating income increased $2,205 to $2,800 compared to $595 for the
same period the previous year. This increase is primarily attributable to the
increase in gross profit of $4,547 which was partially offset by the increase in
operating, general and administrative expenses of $2,342.

         The Company's other income (expense) decreased to $340 (expense) from
the $483 (expense) for the same period the previous year. Interest expense
decreased from $826 to $633. The decrease is principally related to lower
interest rates on the revolving line of credit. The total was also partially
offset by a decrease in interest income of $56.

                                   SIGNATURES

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

         Date:  July 15, 2002       By: /s/ Dr. Lionel L. Reilly, President

                                       8