<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 January 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 134th 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 January 31, 2001
        -----                                 -------------------------------
        Common Stock, $1.00 par value                      1,435

<PAGE>

           EXPLANATORY NOTE: PURPOSE OF THIS AMENDMENT ON FORM 10-Q/A

This Form 10-Q/A amends Item 1 and Item 2 of the Company's quarterly report on
Form 10-Q for the period ended January 31, 2001 (the "Original Form 10-Q") filed
with the Securities and Exchange Commission on March 16, 2001.  The purpose of
this Form 10-Q/A is to restate the Company's second quarter financial
information.  Subsequent to the issuance of the Company's financial statements
in the Original Form 10-Q, we discovered errors in the financial statements.
After correcting the errors, the Company's gross profit increased by $28,200 and
the Company's net income increased by $18,341.

For the purposes of this Form 10-Q/A, and in accordance with Rule 12b-5 under
the Securities Act of 1934, as amended, the Company has amended and restated in
its entirety each item of the Original Form 10-Q which has been affected by the
restatement.   Except for Item 1 and Item 2 of Part I, no other information in
the Original Form 10-Q is amended by this Form 10-Q/A.


                        INDEX TO 10-Q FOR THE QUARTERLY
                         PERIOD ENDED JANUARY 31, 2001
<TABLE>
<CAPTION>

PART I  FINANCIAL INFORMATION                                             PAGE
<S>                                                                      <C>

     ITEM 1.    FINANCIAL STATEMENTS
                Balance Sheets at January 31, 2001 and January 31, 2000
                (unaudited) .............................................    2

                Statements of Income for the six months ended January
                31, 2001 and January 31, 2000 (unaudited) ...............    4

                Statements of Retained Earnings for the six months ended
                January 31, 2001 and January 31, 2000 (unaudited) .......    5

                Statements of Cash Flow for the six months ended January
                31, 2001 and January 31, 2000 (unaudited) ...............    6

                Notes to Financial Statements ...........................    7

     ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATION ............   16

     SIGNATURES .........................................................   17

</TABLE>
<PAGE>

                                    PART I
                             FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS

                    PROFESSIONAL VETERINARY PRODUCTS, LTD.
                                 Balance Sheet
                     January 31, 2001 and 2000 (unaudited)

                                    Assets

<TABLE>

Current assets:                                               2001            2000
                                                          -----------     -----------
<S>                                                       <C>             <C>
   Cash                                                   $   209,630         259,756
   Accounts receivable, trade, less allowance for
     doubtful accounts (0)                                 22,223,102      18,022,603
   Accounts receivable, rebate                             (2,420,859)     (4,099,630)
   Accounts receivable, stock                                  75,418          76,250
   Accounts receivable, other                                  13,301       1,858,196
   Inventory                                               42,614,725      43,924,586
   Prepaid income taxes                                           379               -
                                                          -----------     -----------

          Total current assets                             62,715,696      60,041,761
                                                          -----------     -----------

Property and equipment                                      8,773,950       8,733,026
   Less accumulated depreciation                            1,155,634         660,525
                                                          -----------     -----------
                                                            7,618,316       8,072,501
                                                          -----------     -----------
Other assets:
   Organization expense less accumulated amortization
     of $53,001 (2001), $37,885 (2000)                        173,799         188,913
   Loan origination fee less accumulated amortization
     of $3,833 (2001), $1,833 (2000)                           16,167          18,167
   Trademark, less accumulated amortization of $806
     (2001), $472 (2000)                                        4,194           4,528
   Investments                                              1,643,850         143,850
   Cash value life insurance                                   30,077               -
                                                          -----------     -----------

          Total other assets                                1,868,087         355,458
                                                          -----------     -----------

                                                          $72,202,099      68,469,720
                                                          ===========     ===========
</TABLE>

                See accompanying notes to financial statements.

                                       2
<PAGE>

                    PROFESSIONAL VETERINARY PRODUCTS, LTD.
                           Balance Sheet (continued)
                     January 31, 2001 and 2000 (unaudited)



                     Liabilities and Stockholders' Equity
                     ------------------------------------
<TABLE>
<CAPTION>
                                                         2001            2000
                                                     -----------      ----------
<S>                                                  <C>              <C>
Current liabilities:
    Notes payable, bank                              $ 9,787,054       8,147,753
    Notes payable, other                                       -          54,634
    Current portion of long-term debt                    437,200         319,409
    Accounts payable, trade                           49,778,265      49,354,513
    Accrued interest                                      96,037          87,920
    Accrued wages                                         99,418               -
    Accrued expenses                                      90,284         112,029
    Accrued income taxes                                       -         212,085
                                                     -----------      ----------

        Total current liabilities                     60,288,258      58,288,343
                                                     -----------      ----------

Long-term debt                                         5,796,395       5,073,296
                                                     -----------      ----------
Deferred income taxes                                     36,341               -
                                                     -----------      ----------

Stockholders' equity:
    Common stock, $1 par value per share.
        Authorized 30,000 shares; issued and
        outstanding 1,435 (2001),                          1,435           1,254
        1,254 shares (2000)                            4,232,565       3,689,746
    Paid-in capital                                    1,847,105       1,417,081
                                                     -----------      ----------
    Retained earnings                                  6,081,105       5,108,081
                                                     -----------      ----------

                                                     $72,202,099      68,469,720
                                                     ===========      ==========
</TABLE>


                See accompanying notes to financial statements.

                                       3
<PAGE>

                    PROFESSIONAL VETERINARY PRODUCTS, LTD.
                             Statements of Income
            Six months ended January 31, 2001 and 2000 (unaudited)

<TABLE>
<CAPTION>
                                                                 Amount                           Percent
                                                    ------------------------------        --------------------
<S>                                                 <C>                                   <C>
                                                        2001               2000             2001         2000
                                                    -----------         ----------         ------       ------
Revenues:
   Gross sales                                      $97,828,881         84,027,336         101.10       103.09
   Less rebate                                       (2,420,859)        (4,099,630)         (2.50)       (5.03)
                                                    -----------         ----------         ------       ------
   Net sales                                         95,408,022         79,927,706          98.60        98.06
   Shipping                                              81,882             58,808            .08          .07
   Commissions                                          588,423            762,812            .61          .94
   Sales promotion                                      666,468            755,472            .69          .92
   Miscellaneous                                         21,037              6,484            .02          .01
                                                    -----------         ----------         ------       ------
                                                     96,765,832         81,511,282         100.00       100.00
                                                    -----------         ----------         ------       ------

Cost of sales:
    Net purchases                                    90,925,699         77,381,604          93.96        94.93
    Freight out                                       2,184,622          1,644,893           2.26         2.02
    Less - Vendor rebates                            (4,208,730)        (5,026,242)         (4.35)       (6.16)
                                                    -----------         ----------         ------       ------
                                                     88,901,591         74,000,255          91.87        90.79
                                                    -----------         ----------         ------       ------

           Gross profit                               7,864,241          7,511,027           8.13         9.21


Operating, general and
 administrative expenses                              7,007,297          6,612,342           7.25         8.11
                                                      ---------         ----------         ------       ------
           Operating income                             856,944            898,685            .88         1.10

Other income (expense):

      Interest income                                   252,940            148,784            .26          .18
      Interest expense                                 (570,792)          (286,667)          (.59)        (.35)
      Gain (loss) on sale of assets                      (2,561)           (43,460)             -         (.05)
                                                    -----------         ----------         ------       ------
                                                       (320,413)          (181,343)          (.33)        (.22)
                                                    -----------         ----------         ------       ------
          Income before income taxes                    536,531            717,342            .55          .88
Income taxes                                            206,249            260,485            .21          .32
                                                    -----------         ----------         ------       ------


          Net income                                $   330,282            456,857            .34          .56
                                                    ===========         ==========         ======       ======

</TABLE>


                See accompanying notes to financial statements.

                                       4
<PAGE>

                    PROFESSIONAL VETERINARY PRODUCTS, LTD.
                        Statements of Retained Earnings
            Six months ended January 31, 2001 and 2000 (unaudited)

<TABLE>
<S>                                                        <C>                        <C>
                                                                  2001                     2000
                                                            ----------                ---------

Balance at beginning of period                              $1,516,823                  960,224
Net income                                                     330,282                  456,857
                                                            ----------                ---------
Balance at end of period                                    $1,847,105                1,417,081
                                                            ==========                =========

</TABLE>



                See accompanying notes to financial statements.

                                       5
<PAGE>

                    PROFESSIONAL VETERINARY PRODUCTS, LTD.
                           Statements of Cash Flows
                  Six months ended January 31, 2001 and 2000

<TABLE>

                                                         2001                           2000
                                                         ----                           ----
<S>                                          <C>              <C>           <C>           <C>
Cash flows from operating activities:
   Net income                                                 $   330,282                     456,857
   Adjustments to reconcile net income
       to net cash used by
       operating activities:
          Depreciation and amortization      $    276,712                       198,709
          Loss on disposal of assets                2,561                        43,460
          Deferred income taxes                    42,307                             -
                                                                            -----------
          Adjustments for working capital
            changes:
            (Increase) decrease in:
               Receivables                      1,755,414                    (4,642,943)
               Inventories                    (14,188,018)                  (31,337,354)
            Increase (decrease) in:
               Accounts payable                12,542,573                    31,177,730
               Accrued expenses                (1,309,335)                   (1,097,051)
               Income taxes payable              (232,312)                      194,178
                                             ------------                   -----------

                  Total adjustments                            (1,110,098)                 (5,463,271)
                                                              -----------                  ----------

                  Net cash provided by
                    operating activities                         (779,816)                 (5,006,414)

Cash flows from investing activities:
   Purchase of property and equipment
       and leasehold improvements                (144,655)                   (5,385,030)
   Proceeds from disposal of assets                     -                       115,417
                                             ------------                   -----------
                  Net cash used by
                    investing activities                         (144,655)                 (5,269,613)

Cash flows from financing activities:
   Net loan proceeds                            1,371,015                     9,181,854
   Net proceeds from issuance of
       common stock                               162,000                       261,250
                                             ------------                   -----------
                  Net cash provided by
                    financing activities                        1,533,015                   9,443,104
                                                              -----------                  ----------

   Net increase (decrease) in cash                                608,544                    (832,923)

   Cash (overdraft) at beginning of
       period                                                    (398,914)                  1,092,679
                                                              -----------                  ----------

   Cash at end of period                                      $   209,630                     259,756
                                                              ===========                  ==========

   Supplemental Disclosures:
          Interest paid                                       $   585,366                     221,360
                                                              ===========                  ==========
          Income taxes paid                                   $   402,220                      66,307
                                                              ===========                  ==========
</TABLE>

                See accompanying notes to financial statements.

                                       6
<PAGE>

                     PROFESSIONAL VETERINARY PRODUCTS, LTD.
                         Notes to Financial Statements
            (Information with respect to January 31, 2001 and 2000)


(1)  Organization and summary of significant accounting policies:


     Organization:

       Professional Veterinary Products, Ltd. was incorporated in the State of
       Missouri in 1982. The corporation was domesticated in Nebraska on
       September 22, 1999. The corporation was formed to buy, sell and warehouse
       pharmaceuticals and other veterinary related items. The purpose of the
       corporation is to act as a wholesale distributor primarily to
       shareholders. Shareholders are limited to the ownership of one share of
       stock and must be a licensed veterinarian or business entity comprised of
       licensed veterinarians.

     Summary of significant accounting policies:

       (a)  Basis of accounting:
              The corporation uses the accrual method of accounting for
              financial statement and income tax purposes.

       (b)  Concentration of cash balances:
              The Company's cash funds are located in a single financial
              institution.  The amount on deposit at January 31, 2001 and
              2000 exceeded the $100,000 federally insured limit.

       (c)  Accounts receivable:
              Management considers accounts receivable to be fully
              collectible, accordingly, no allowance for doubtful accounts
              is required.

       (d)  Inventory:
              Inventory is valued at the lower of cost or market on the
              first-in, first-out basis.

                                       7
<PAGE>

                    PROFESSIONAL VETERINARY PRODUCTS, LTD.
                   Notes to Financial Statements (continued)
            (Information with respect to January 31, 2001 and 2000)

(1)  Summary of significant accounting policies (continued):

        (e)  Property and equipment depreciation:
                Property and equipment are stated at cost.  Major additions
                are capitalized and depreciated over their estimated useful
                lives.  For financial reporting purposes, the Company uses the
                straight-line method and for income tax purposes, the Company
                uses accelerated depreciation methods.

        (f)  Cash and cash equivalents:
                The corporation considers all highly liquid investments with a
                maturity of three months or less when purchased to be cash
                equivalents.

        (g)  Amortization:
                Organizational costs are being amortized over sixty months on
                a straight-line basis.

                Financing costs are being amortized over the term of the note
                on a straight-line basis.  This amortization is included in
                interest expense in the income statement.

                The intangible costs are being amortized over fifteen years on
                a straight-line basis.

        (h)  Use of estimates:
                The preparation of financial statements in conformity with
                generally accepted accounting principles requires management
                to make estimates and assumptions that affect certain reported
                amounts and disclosures.  Accordingly, actual results could
                differ from those estimates.

                                       8
<PAGE>

                    PROFESSIONAL VETERINARY PRODUCTS, LTD.
                   Notes to Financial Statements (continued)
            (Information with respect to January 31, 2001 and 2000)

(1)  Summary of significant accounting policies (continued):

        (i)  Income taxes:
                Income taxes are provided for the tax effects of transactions
                reported in the financial statements and consist of taxes
                currently due plus deferred taxes.  Deferred taxes are
                recognized for differences between the basis of assets and
                liabilities for financial statement and income tax purposes.
                The differences related primarily to depreciable assets (use of
                difference depreciation methods and lives for financial
                statement and income tax purposes), and Uniform Capitalization
                Rules Code Sec. 263A (capitalization of direct and indirect
                costs associated with resale activities).  The deferred tax
                assets and liabilities represent the future tax return
                consequences of those differences, which will either be
                deductible or taxable when the assets and liabilities are
                recovered or settled.  Deferred taxes are also recognized for
                operating losses and tax credits that are available to offset
                future taxable income.

(2)  For the six months ended January 31, 2001, the Company recognized
     liabilities for overcharges on sales in excess of an agreed to profit
     margin of 5% totaling $2,420,859 (2001), $4,099,630 (2000).


(3)  Property and equipment:

<TABLE>
<CAPTION>
                                                                   Book Value
                                   Accumulated           ------------------------------
                    Cost           Depreciation             2001                2000
                 ----------        ------------          ---------           ----------
<S>             <C>               <C>                  <C>                  <C>
Land             $  953,780                  -             953,780              953,780
Buildings         4,715,527            137,120           4,578,407            5,369,192
Equipment         3,104,643          1,018,514           2,086,129            1,749,529
                 ----------          ---------           ---------            ---------
                 $8,773,950          1,155,634           7,618,316            8,072,501
                 ==========          =========           =========            =========
</TABLE>


(4)  Investments - Non Marketable:

     The Company has invested in AAHA Services Corp., of which they own 20%.
     The remaining 80% is owned by American Animal Hospital Association
     (AAHA).  AAHA operates AAHA Services Corp. without regard to the views of
     Professional Veterinary Products, Ltd.  The investment is, therefore,
     carried at cost.

                                       9
<PAGE>

                    PROFESSIONAL VETERINARY PRODUCTS, LTD.
                   Notes to Financial Statements (continued)
            (Information with respect to January 31, 2001 and 2000)


(4)  Investments - Non Marketable (continued):

     The Company has invested in Agri-Laboratories, Ltd., of which they own less
     than 5%.  The investment is carried at cost.

<TABLE>
<S>                                                 <C>                <C>
                                                        2001               2000
                                                     ----------          -------
     Investment in AAHA Services Corp.               $1,500,000                -
     Investment in Agri-Laboratories, Ltd.              143,850          143,850
                                                     ----------          -------
                                                     $1,643,850          143,850
                                                     ==========          =======
</TABLE>


(5)  Cash surrender value of life insurance:

     The Company owns insurance policies on the Chief Executive Officer.  The
     total face value of the policies on the life of the Chief Executive
     Officer was $385,000 at January 31, 2001.

                                      10
<PAGE>

                    PROFESSIONAL VETERINARY PRODUCTS, LTD.
                   Notes to Financial Statements (continued)
            (Information with respect to January 31, 2001 and 2000)

(6)  Income taxes:
     The Company's total noncurrent deferred tax asset and noncurrent deferred
       tax liabilities at January 31, 2001 are as follows (computed at the
       statutory rate 34%):

<TABLE>
<CAPTION>
<S>                                                                 <C>
     Deferred income taxes:
     Noncurrent deferred tax asset -
      Inventory overhead costs
        capitalized for tax purposes                                 $ 47,600

     Noncurrent deferred tax liability -
      Accumulated depreciation                                        (83,941)
                                                                     --------

     Net noncurrent deferred tax asset
     (liability) per financials 1/31/01                               (36,341)


     Deferred tax asset (liability) 7/31/00                             5,966
                                                                     --------

     Deferred tax expense                                              42,307

     Taxes currently payable                                          163,942
                                                                     --------

     Income tax provision per financials                             $206,249
                                                                     ========
</TABLE>


(7)  Long-term debt:
<TABLE>
<CAPTION>

                                                               2001              2000
                                                            ----------        ---------
<S>                                                         <C>               <C>
         Note payable, bank, 7.42% interest                 $3,907,422        3,992,705
         Note payable, bank, 9.10% interest                  1,155,173                -
         Note payable, bank, 8.66% interest                  1,171,000        1,400,000
                                                            ----------        ---------
                                                             6,233,595        5,392,705
             Less current portion due within one year         (437,200)        (319,409)
                                                            ----------        ---------
                                                            $5,796,395        5,073,296
                                                            ==========        =========
</TABLE>

     Note payable, bank, 7.42% interest:

           Monthly installments of principal and interest of $32,028 commencing
           January 1, 2000 with final installment and entire unpaid principal
           balance due on June 1, 2009.  Loan is collateralized by land and
           building.

                                       11
<PAGE>

                    PROFESSIONAL VETERINARY PRODUCTS, LTD.
                   Notes to Financial Statements (continued)
            (Information with respect to January 31, 2001 and 2000)

(7)  Long-term debt (continued):
         Note payable, bank, 9.10% interest:
           Monthly installments of principal and interest of $15,352 commencing
           July 1, 2000 with a final installment and entire unpaid principal
           balance due on June 1, 2005.  Loan is collateralized by land and
           building.

         Note payable, bank, 8.66% interest:
           Monthly installments of principal and interest of $29,032 commencing
           February 1, 2000 with a final installment and entire unpaid principal
           balance due on January 1, 2005.  Loan is collateralized by all
           business assets.

         Total yearly payments of long-term debt are due as follows:

<TABLE>
<CAPTION>
                             Note               Note               Note           Total
                             ----               ----               ----           -----
                          Payable            Payable            Payable
                          -------            -------            -------
                      bank, 7.42%        bank, 9.10%        bank, 8.66%
                      -----------        -----------        -----------
                         interest           interest           interest
                         --------           --------           --------
<S>                    <C>                <C>                <C>                <C>
   2002                $   97,688             82,490            257,022           437,200
   2003                   105,187             90,319            280,184           475,690
   2004                   113,263             98,889            305,436           517,588
   2005                   121,959            108,273            328,358           558,590
   2006                   131,323            118,547                  -           249,870
   2007 - 2020          3,338,002            656,655                  -         3,994,657
                       ----------          ---------          ---------         ---------

                       $3,907,422          1,155,173          1,171,000         6,233,595
                       ==========          =========          =========         =========
</TABLE>

     The maximum amount available on the revolving line of credit is
     $15,000,000.  The balances due on this line of credit were $9,787,054 and
     $8,147,753 for 2001 and 2000 respectively.  The interest rate as of January
     31, 2001 was 8.75% or .25% under the Index.

     All the above loan agreements are with US Bank.  These loans are
     collateralized by substantially all of the assets of the Company.

                                      12
<PAGE>

                    PROFESSIONAL VETERINARY PRODUCTS, LTD.
                   Notes to Financial Statements (continued)
            (Information with respect to January 31, 2001 and 2000)

(8)  Commitments and contingent liabilities - leases:

       On July 28, 1997, the company entered into a lease with IBM Credit
       Corporation for the purpose of leasing related computer hardware.  The
       lease minimum rentals are $6,541 per month.  The lease expires July 30,
       2002.

       On August 14, 1998, the company entered into a lease with IBM Credit
       Corporation for the purpose of leasing related computer hardware.  The
       lease minimum rentals are $3,107 per month for a term of 48 months.  The
       lease expires August 14, 2002.

       On August 31, 1999, the company entered into a lease with IOS Capital
       for the purpose of leasing two copiers.  The lease minimum rentals are
       $1,216 per month for a term of 48 months.  The lease expires August 31,
       2003.

       On September 1, 1999, the company entered into a lease with US Bancorp
       Leasing & Financial for the purpose of leasing two forklifts.  The lease
       minimum rentals are $1,189 per month for a term of 48 months.  The lease
       expires August 1, 2003.

       On October 7, 1999, the company entered into a lease with Neopost
       Leasing for the purpose of leasing a postage meter.  The lease minimum
       rentals are $687 per quarter for a term of 5 years.  The lease expires
       February 7, 2005.

       On October 10, 1999, the company entered into a lease with US Bancorp
       Leasing for the purpose of leasing 50 scanners.  The lease minimum
       rentals are $6,255 per month for a term of 36 months.  The lease expires
       September 10, 2002.

       On November 10, 1999, the company entered into a lease with US Bancorp
       Leasing for the purpose of leasing a floor scrubber.  The lease minimum
       rentals are $306 per month for a term of 48 months.  The lease expires
       October 10, 2003.

                                      13
<PAGE>

                    PROFESSIONAL VETERINARY PRODUCTS, LTD.
                   Notes to Financial Statements (continued)
            (Information with respect to January 31, 2001 and 2000)

(8)  Commitments and contingent liabilities - leases (continued):

       On November 30, 1999, the company entered into a lease with IBM Credit
       Corp for the purpose of leasing IBM Service Suite Maintenance.  The lease
       minimum lease rentals are $1,675 per month for a term of 36 months.  The
       lease expires November 30, 2002.

       On November 30, 1999, the company entered into a lease with IOS Capital
       for the purpose of leasing related copier parts. The lease minimum lease
       rentals are $164 per month for a term of 60 months.  The lease expires
       November 30, 2004.

       On February 15, 2000, the company entered into a lease with Chrysler
       Financial for the purpose of leasing a van.  The lease minimum lease
       payments are $416 per month for a term of 36 months.  The lease expires
       February 15, 2003.

       On March 6, 2000, the company entered into a lease with IBM Credit Corp
       for the purpose of leasing computer hardware.  The lease minimum rentals
       are $6,193 per month for a term of 36 months.  The lease expires February
       6, 2003.

       On March 1, 2000, the company entered into a lease with P & L Capital
       Corp for the purpose of leasing 11 laptop computers.  The lease minimum
       lease payments are $1,627 per month for a term of 24 months.  The lease
       expires February 1, 2002.

       On April 27, 2000, the company entered into a lease with Chrysler
       Financial for the purpose of leasing a vehicle.  The lease minimum
       rentals are $669 per month for a term of 36 months.  The lease expires
       April 27, 2003.

       On October 1, 2000, the company entered into a lease with US Bancorp
       Leasing for the purpose of leasing five forklifts.  The lease minimum
       rentals are $2,572 per month for a terms of 60 months.  The lease expires
       September 1, 2005.

       On January 23, 2001, the company entered into a lease with P & L
       Capital Corp., Inc. for the purpose of leasing 3 Dell laptop computers.
       The lease minimum rentals are $394 per month for a term of 24 months.
       The lease expires January 1, 2003.

                                      14
<PAGE>

                    PROFESSIONAL VETERINARY PRODUCTS, LTD.
                   Notes to Financial Statements (continued)
            (Information with respect to January 31, 2001 and 2000)

(8)  Commitments and contingent liabilities - leases: (continued)

     Minimum future obligations on operating leases in effect on January 31,
     2001 are:

<TABLE>
<CAPTION>

<S>                                       <C>
         Period ended January 31, 2002     $390,225
         Period ended January 31, 2003      289,172
         Period ended January 31, 2004       63,777
         Period ended January 31, 2005       35,248
         Period ended January 31, 2006       21,260
                                           --------
                                           $799,682
                                           ========
</TABLE>


(9)  Transactions between Board of Directors, key employees and the company.


       Professional Veterinary Products, Ltd. had sales to the Board of
       Directors and key employees for the period ended January 31, 2001 as
       follows:

<TABLE>
<S>                                               <C>                  <C>
                                                     2001                 2000
                                                  ----------           ---------
Members of the Board of Directors                 $1,436,316           1,637,298
Key employees                                            463               7,909
                                                  ----------           ---------
                                                  $1,436,779           1,645,207
                                                  ==========           =========
</TABLE>

(10) Profit-sharing and 401-K retirement plans:

       The Company provides a non-contributory profit-sharing plan covering
       all full-time employees who qualify as to age and length of service.  It
       has been the Company's policy to make contributions to the plan as
       provided annually by the Board of Directors.  The total provision for the
       contribution to the plan was $0 for the period ended January 31, 2001 and
       2000.

       The Company also provides a contributory 401-K retirement plan covering
       all full-time employees who qualify as to age and length of service.  It
       is the Company's policy to match a maximum 15% employee contribution with
       a 3% contribution.  The total provision to the plan for the period ended
       January 31 was $62,664 (2001), $55,659 (2000).

                                      15
<PAGE>

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

LIQUIDITY AND CAPITAL RESOURCES

     Our capital requirements relate primarily to working capital and the
expansion of our operations to accommodate sales growth. We maintain significant
inventory levels to fulfill our operating commitment to our customers.
Historically, we have financed our cash requirements primarily from short-term
bank borrowings and cash from operations.

     Net cash used by operating activities of $5,006,414 for period ending
January 31, 2000 was primarily attributable to increases of $4,642,943 in
accounts receivable and $31,337,354 in inventories. These were partially offset
by an increase of $31,177,730 in accounts payable. Net cash used by operating
activities of $779,816 for period ending January 31, 2001 was primarily
attributable to an increase of $14,188,018 in inventories. These were partially
offset by an increase of $12,000,773 in accounts payable and a decrease of
$2,325,414 in accounts receivable.

     Net cash used by investing activities of $5,269,613 for period ending
January 31, 2000 was primarily attributable to investments in property and
equipment. Net cash used by investing activities of $144,655 for period ending
January 31, 2001 was primarily attributable to investments in property and
equipment.

     Net cash provided by financing activities of $9,443,104 for period ending
January 31, 2000 was primarily attributable to increases of $9,181,854 in loan
proceeds and $261,250 from net proceeds from issuance of common stock. Net cash
provided by financing activities of $1,533,015 period ending January 31, 2001
was primarily attributable to increases of $1,371,015 in loan proceeds and
$162,000 from net proceeds from issuance of common stock.

RESULTS OF OPERATIONS

     Six months ended January 31, 2001 as compared to the six months ended
January 31, 2000:

     Total revenues for the period ending January 31, 2001 increased by 18.7% or
$15.3 million. Total revenues for the period totaled $96.8 million compared to
$81.5 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 54 veterinary practices became
shareholders of the Company.  On January 31, 2001 there were 1,435 shareholders
of the Company.

     Gross profit for the period ending January 31, 2001 increased by $353
thousand to $7.9 million compared to $7.5 million for the same period the
previous year.  Gross

                                      16
<PAGE>

profit as a percentage of total revenues was 8.1% in the period compared to 9.2%
in the same period the previous year.

     Operating, general and administrative expenses for the period ending
January 31, 2001 increased by $395 thousand to $7.0 million in the period
compared to $6.6 million for the same period the previous year. Such operating,
general and administrative expenses as a percentage of total revenues for the
period was 7.3% vs. 8.1% in the same period the previous year.


                                  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: May 10, 2001               By: /s/ Dr. Lionel L. Reilly, President
                                         ------------------------------------


                                      17