<PAGE>


                                  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 October 31, 2001; 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)

<TABLE>

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

                            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 October 31, 2001
     -----                                       -------------------------------
     Common Stock, $1.00 par value                       1,546

<PAGE>

     The Undersigned Registrant hereby amends the following items of its
Quarterly Report on Form 10-Q for the quarter ended October 31, 2001, as set
forth below.

<TABLE>
<CAPTION>
<S>          <C>                                                                        <C>
PART I      FINANCIAL INFORMATION                                                       PAGE

     ITEM 1.   FINANCIAL STATEMENTS
     ------------------------------

               Consolidated Balance Sheet at October 31, 2001 and July
               31, 2001 (unaudited)...........................................          2

               Consolidated Statements of Income for the three months
               ended October 31, 2001 and 2000 (unaudited)....................          3

               Consolidated Statements of Cash Flow at the three months
               ended October 31, 2001 and 2000 (unaudited)....................          4

               Notes to Financial Statements..................................          5

               Accountant's Review Report.....................................          9

</TABLE>

                                       1

<PAGE>

                           Consolidated Balance Sheets
              As of October 31, 2001 and July 31, 2001 (Unaudited)
                        (in Thousands, except share data)
<TABLE>
<CAPTION>
<S>                                                                                <C>           <C>
                                                                                    October 31,   July 31,
                                                                                      2001          2001
Assets
Current assets:
    Cash                                                                           $      54     $     657
    Accounts receivable, trade, less allowance for doubtful accounts (0)              23,415        15,783
    Accounts receivable, related parties                                               2,585         2,490
    Accounts receivable, other                                                            15           129
    Prepaid income taxes                                                                   -           122
    Inventory                                                                         21,280        22,342
                                                                                     -------       -------
        Total current assets                                                          47,349        41,523
                                                                                     -------       -------
Property and equipment                                                                 8,940         8,916
    Less accumulated depreciation                                                      1,573         1,433
                                                                                     -------       -------
                                                                                       7,367         7,483
                                                                                     -------       -------
Other assets:
    Goodwill less accumulated
      amortization $64 (October 31, 2001), $60 (July 31, 2001)                           162           166
    Loan origination fee less accumulated
      amortization $5 (October 31, 2001), $5 (July 31, 2001)                              15            15
    Trademark, less accumulated
      amortization $1 (October 31, 2001), $1 (July 31, 2001)                               4             4
    Investment in unconsolidated affiliates                                            1,496         1,513
    Cash value life insurance                                                             33            33
                                                                                     -------       -------
                                                                                       1,710         1,731
                                                                                     -------       -------
                                                                                   $  56,426     $  50,737
                                                                                     =======       =======
Liabilities and Stockholders' Equity
Current liabilities:
    Bank overdraft                                                                 $   1,277     $       -
    Notes payable, bank                                                                7,958         4,294
    Current portion of long-term debt                                                    465           456
    Accounts payable, trade                                                           32,177        31,950
    Accounts payable, related parties                                                  1,399           535
    Other current liabilities                                                            851         1,532
                                                                                     -------       -------
        Total current liabilities                                                     44,127        38,767
                                                                                     -------       -------
Long-term debt                                                                         5,448         5,565
Deferred income tax liability                                                            102            94
                                                                                     -------       -------
        Total liabilities                                                             49,677        44,426
                                                                                     -------       -------
Stockholders' equity:
    Common stock, $1 par value per share. Authorized 30,000 shares; issued and
      outstanding 1,546 shares (October 31, 2001), 1,534 shares                            2             2
     (July 31, 2001)
    Paid-in capital                                                                    4,511         4,415
    Retained earnings                                                                  2,236         1,894
                                                                                     -------       -------
                                                                                       6,749         6,311
                                                                                     -------       -------
                                                                                   $  56,426     $  50,737
                                                                                     =======       =======
</TABLE>
                See accompanying notes to financial statements

                                       2

<PAGE>


                        Consolidated Statements of Income
            Three Months Ended October 31, 2001 and 2000 (Unaudited)
                        (in Thousands, except share data)


                                                   October 31,       October 31,
                                                       2001            2000

Net sales and other revenue                          $ 59,578        $ 50,095

Cost of sales                                          54,816          46,255
                                                     --------        --------

         Gross profit                                   4,762           3,840


Operating, general and administrative expenses          4,024           3,143
                                                     --------        --------

         Operating income                                 738             697
                                                     --------        --------

Other income (expense):
     Interest income                                      117             111
     Interest expense                                    (194)           (312)
     Other                                                  -              (2)
      Equity in loss of affiliate                         (17)            (18)
                                                     --------        --------
                                                          (94)           (221)
                                                     --------        --------

         Income before taxes                              644             476

Income taxes                                              302             222
                                                     --------        --------

         Net income
                                                     $    342        $    254
                                                     ========        ========

Net earnings per share of
     common stock                                    $ 222.40        $ 182.30
                                                     ========        ========

Weighted average common
     shares outstanding                                 1,536           1,388
                                                     ========        ========

                 See accompanying notes to financial statements.

                                       3

<PAGE>

                      Consolidated Statements of Cash Flow
            Three Months Ended October 31, 2001 and 2000 (Unaudited)
                                 (in Thousands)

<TABLE>
<CAPTION>
                                                                                     October 31,    October 31,
                                                                                        2001           2000
<S>                                                                                  <C>            <C>
Cash flows from operating activities:

    Net income                                                                         $   342        $   254
    Adjustments to reconcile net income to net cash provided (used) by operating
      activities:
        Depreciation and amortization                                                      144            135
        (Gain) loss on sale of property                                                      -              3
        Equity in loss of affiliate                                                         17             18
      Adjustments for working capital changes:

             (Increase) decrease in:
               Receivables                                                              (7,400)        (7,934)
               Inventories                                                               1,062          5,232
               Deferred income tax                                                           8             20
             Increase (decrease) in:
               Accounts payable                                                            878          5,473
               Accrued expenses and income tax payable                                    (561)        (1,219)
                                                                                       -------        -------
                 Total adjustments                                                      (5,852)         1,728
                                                                                       -------        -------

                 Net cash provided (used) by
                    operating activities                                                (5,510)         1,982

Cash flows from investing activities:
    Purchase of property and equipment                                                     (23)           (37)
                                                                                       -------        -------

                 Net cash provided (used) by
                    investing activities                                                   (23)           (37)
                                                                                       -------        -------

Cash flows from financing activities:

    Net loan proceeds (reduction)                                                        3,557         (3,083)
    Bank overdraft at beginning of period                                                    -           (399)
    Bank overdraft at end of period                                                      1,277          1,475
    Net proceeds from issuance of
      common stock                                                                          96             62
                                                                                       -------        -------

                 Net cash provided (used) by
                    financing activities                                                 4,930         (1,945)
                                                                                       -------        -------

Net increase (decrease) in cash                                                           (603)             -
                                                                                       -------        -------
Cash at beginning of year                                                                  657              -
                                                                                       -------        -------
Cash at end of period                                                                  $    54        $     -
                                                                                       -------        -------

Supplemental disclosure of cash flow information:

    Interest paid                                                                      $   189        $   330
                                                                                       =======        =======
    Income taxes paid                                                                  $     3        $   232
                                                                                       =======        =======
</TABLE>
                 See accompanying notes to financial statements

                                       4

<PAGE>


             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
            Notes to the Condensed, Consolidated Financial Statements
                                October 31, 2001
                        (in Thousands, except share data)
                                   (unaudited)

   (1)  Accounting policies:

          The accompanying condensed, consolidated financial statements of
          Professional Veterinary Products, Ltd., and its wholly-owned
          subsidiaries (the "Company") have been prepared in accordance with
          accounting principles generally accepted in the United States for
          interim financial information and in accordance with the rules and
          regulations of the United States Securities and Exchange Commission
          (SEC). Accordingly, these condensed, consolidated financial
          statements do not include all of the information and footnotes
          required by accounting principles generally accepted in the United
          States for complete financial statements

          The information contained in the financial statements is unaudited.
          The statements reflect all normal and recurring adjustments which,
          in the opinion of management, are necessary for a fair statement of
          the results for the interim periods presented. All significant
          intercompany accounts and transactions have been eliminated.

          The preparation of financial statements in conformity with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at
          the date of the financial statements and the reported amounts of
          revenues and expenses during the reporting period. Actual results
          could differ from those estimates.

          These condensed, consolidated financial statements should be read in
          conjunction with the Company's consolidated financial statements and
          notes thereto included in the Company's Annual Report on Form 10-K
          for the year ended July 31, 2001 filed with the SEC. The Company
          follows the same accounting policies in preparation of interim
          financial statements. These policies are presented in Note 1 to the
          Consolidated Financial Statements included on Form 10-K referred to
          above.

          The results of operations and cash flows for the three months ended
          October 31, 2001 are not necessarily indicative of the results to be
          expected for the fiscal year ending July 31, 2002 or any other
          period.

          Certain amounts from prior periods have been reclassified to conform
          to the current period's presentation.


                                       5

<PAGE>


             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
            Notes to the Condensed, Consolidated Financial Statements
                                October 31, 2001
                        (in Thousands, except share data)
                                   (unaudited)

    (2)  New accounting pronouncements:

          In June 2001, the Financial Accounting Standards Board finalized
          FASB Statement No. 142, Goodwill and Other Intangible Assets ("FAS
          142"). FAS 142 requires, among other things, that companies no
          longer amortize goodwill, but instead test goodwill for impairment
          at least annually. In addition, FAS 142 requires that the Company
          identify reporting units for the purposes of assessing potential
          future impairments of goodwill, reassess the useful lives of other
          existing recognized intangible assets, and cease amortization of
          intangible assets with an indefinite useful life. An intangible
          asset with an indefinite useful life should be tested for impairment
          in accordance with the guidance in FAS 142. FAS 142 is required to
          be applied in fiscal years beginning after December 15, 2001 to all
          goodwill and other intangible assets recognized at that date,
          regardless of when those assets were initially recognized. FAS 142
          also requires the Company to complete a transitional goodwill
          impairment test within six months from the date of adoption. The
          Company is also required to reassess the useful lives of other
          intangible assets within the first interim quarter after adoption of
          FAS 142. The Company believes that the adoption of FAS 142 will not
          have a material impact on the Company's financial position or
          results of operation.

          In August 2001, the FASB issued FASB Statement No. 144, Accounting
          for the Impairment or Disposal of Long-Lived Assets ("FAS 144").
          This statement supercedes FASB Statement No. 121, Accounting for the
          Impairment of Long-Lived Assets and for Long-Lived Assets to Be
          Disposed Of ("FAS 121") and amends Accounting Principles Board
          Opinion No. 30, Reporting Results of Operations - Reporting the
          Effects of Disposal of a Segment of a Business, and Extraordinary,
          Unusual and Infrequently Occurring Events and Transactions. FAS 144
          retains the fundamental provisions of FAS 121 for recognition and
          measurement of impairment, but amends the accounting and reporting
          standards for segments of a business to be disposed of. FAS 144 is
          effective for fiscal years beginning after December 15, 2001, and
          interim periods within those fiscal years, with early application
          encouraged. The provisions of FAS 144 generally are to be applied
          prospectively. The Company believes that the adoption of FAS 144
          will not have a material impact on the Company's financial position
          or results of operations.

    (3)  Segment information:

            The Company has one reportable segment which buys, sells, and
            warehouses animal health related items. The Company does not have
            separate strategic business units that offer different products or
            services. The Company did not receive over 10% of revenues from any
            single external customer.


                                       6

<PAGE>


             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
            Notes to the Condensed, Consolidated Financial Statements
                                October 31, 2001
                        (in Thousands, except share data)
                                   (unaudited)

    (4)  Restatement of the condensed, consolidated financial statements:

          Subsequent to the issuance of the Company's condensed, consolidated
          financial statements as of October 31, 2001 on Form 10-Q with the
          SEC, the Company's management determined that the accounting related
          to the equity method investment in AAHA Services Corp would require
          restatement of the financial statements to reflect the change of
          accounting from the cost method to the equity method. The amounts
          restated include amortization of goodwill and accruals of profit
          sharing and the related income tax expense. The effect of the
          restatement is shown in the table below:

                                          October 31, 2001      October 31, 2000
                                          ----------------      ----------------

          Net income previously reported      $  482                 $  348

          Impact of restatement for:
              Equity  in loss of affiliate       (17)                   (18)
              Profit sharing expense             (92)                   (57)
              Income tax expense                 (31)                   (19)
                                              -------                -------
              Net income as restated          $  342                 $  254
                                              =======                =======

          The principal effects of these items on the accompanying financial
    statements are set forth below:


<TABLE>
<CAPTION>
                                                             Consolidated Statements of Income
                                                October 31, 2001                October 31, 2000
                                                ----------------                ----------------
                                        Previously                    Previously
                                         Reported        As Restated   Reported        As Restated
                                         --------        -----------   --------        -----------
          <S>                         <C>                <C>            <C>            <C>
          Operating, general, and
            Administrative expenses   $    3,932         $    4,024     $     3,086    $   3,143

          Income before taxes                753                644             550          476

          Income taxes                       271                302             202          222

          Net Income                  $      482         $      342     $       348    $     254

          Net income per share        $   313.88         $   222.40     $    250.51    $  182.30
</TABLE>

          For the periods ended October 31, 2001 and October 31, 2000, accounts
          receivable - stock was reclassified to paid-in capital.


                                       7

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
            Notes to the Condensed, Consolidated Financial Statements
                                October 31, 2001
                        (in Thousands, except share data)
                                   (unaudited)

(4) Restatement of the condensed, consolidated financial statements (continued):

                                                 Consolidated Balance Sheets
                                        October 31, 2001          July 31, 2001
                                        -----------------         --------------
                               Previously
                                 Reported     As Restated           As Reported
                               -----------    -----------           -----------

    Investments in
      unconsolidated affiliates  $   1,644      $   1,496             $   1,513
                                 =========      =========             =========

    Total assets                  $ 56,628       $ 56,426              $ 50,737
                                    ======       ========              ========

    Paid-in capital              $   4,565      $   4,511            $    4,415
                                 =========      =========            ==========

    Retained earnings            $   2,508      $   2,236            $    1,894
                                 =========      =========            ==========

    Total stockholders' equity   $   7,075      $   6,749            $    6,311
                                 =========      =========            ==========

                                      8

<PAGE>

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




                           ACCOUNTANT'S REVIEW 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 October 31, 2001, and the related statements of consolidated income and
cash flows for the three month periods ended October 31, 2001 and 2000 in
accordance with Statements on Standards for Accounting and Review Services
issued 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 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 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
May 15, 2002

                                       9

<PAGE>

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

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.

     Net cash provided by operating activities of $2.0 million for period ending
October 31, 2000 was primarily attributable to an increase of $7.9 million in
accounts receivable and $5.5 million in accounts payable. These were partially
offset by a decrease of $5.2 million in inventories. Net cash used by operating
activities of $5.5 million for period ending October 31, 2001 was primarily
attributable to an increase of $7.4 million in accounts receivable and $0.9
million in accounts payable. These were partially offset by a decrease of $1.0
million in inventories.

     Net cash used by investing activities of $37.0 thousand for period ending
October 31, 2000 was primarily attributable to investments in equipment,
including the purchase of office, warehouse and computer equipment. Net cash
used by investing activities of $23.0 thousand for period ending October 31,
2001 was primarily attributable to investments in equipment, including the
purchase of office, warehouse and computer equipment.

     Net cash used by financing activities of $3.0 million for period ending
October 31, 2000 was primarily attributable to reduction of $3.1 million in loan
proceeds and increase of $62.0 thousand from net proceeds from issuance of
common stock. Net cash provided by financing activities of $3.7 million for
period ending October 31, 2001 was primarily attributable to increases of $3.6
million in loan proceeds and $96.0 thousand from net proceeds from issuance of
common stock.

RESULTS OF OPERATIONS

     Three months ended October 31, 2001 as compared to the three months ended
October 31, 2000:

     Net sales and other revenues for the period ending October 31, 2001
increased by 18.9% or $9.5 million. Net sales and other revenues for the period
totaled $59.6 million compared to $50.1 million for the same period the previous
year. The growth was attributable to increased sales to existing veterinary
shareholders and also the addition of new shareholders. During the period 12
veterinary practices became shareholders of the Company. On October 31, 2001
there were 1,546 shareholders of the company.

     Gross profit for the period ending October 31, 2001 increased by $10.0
million to $4.8 million compared to $3.8 million for the same period the
previous year. Gross profit as a percentage of total revenues was 8.0% in the
period compared to 7.7% in the same period the previous year.

     Operating, general and administrative expenses for the period ending
October 31, 2001 increased by $0.8 million to $3.9 million in the period
compared to $3.1 million for the same period the previous year. Such operating,
general and administrative expenses as a percentage of total revenues for the
period was 6.6% vs. 6.2% in the same period the previous year.

ITEM 3:    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
---------------------------------------------------------------------

     The Company is exposed to market risks primarily from changes in U.S.
interest rates. The Company does not engage in financial transactions for
trading or speculative purposes.

                                       10

<PAGE>

     The interest payable on the Company's revolving line of credit is based on
variable interest rates and is therefore affected by changes in market interest
rates. If interest rates on variable rate debt rose .525 percentage points (a
10% change from the interest rate as of October 31, 2001), assuming no change in
the Company's outstanding balance under the line of credit (approximately $8.0
million as of October 31, 2001), the Company's annualized income before taxes
and cash flows from operating activities would decline by approximately $42
thousand.

                                   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 bythe
undersigned thereunto duly authorized.

Date: June 5, 2002                     By: /s/ Dr. Lionel L. Reilly
                                           -------------------------------------
                                           Dr. Lionel L. Reilly, President

                                       11