**EXHIBIT 31****Certifications required by Rules 13a-14(a) and 15d-14(a)**I, Dr. Lionel L. Reilly, certify that:1. I havereviewed this Amendment No. 2 to the annual report on Form 10-K/A of Professional VeterinaryProducts, Ltd.;2. Based on my knowledge, this amendment to the annual report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading with respect to theperiod covered by this annual report;3. Based on my knowledge, the financial statements, and other financial information included inthis annual report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presented in this annualreport;4. The registrant’s other certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) forthe registrant and we have: a) designed such disclosure controls and procedures or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during the period inwhich this annual report is being prepared;  b) evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this annual report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by thisannual report based on such evaluation;  c) disclosed in this annual report any change in the registrant’s internal controlover financial reporting that occurred during the registrant’s fourth fiscal quarterthat has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’s auditors and the auditcommittee of registrant’s board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and report financialinformation; and  b) any fraud, whether or not material, that involves management or other employeeswho have a significant role in the registrant’s internal control over financialreporting.September 7, 2005   /s/ Lionel L. Reilly  Dr. Lionel L. Reilly, President and Chief Executive Officer
 

 
I, Neal B. Soderquist, certify that:1. I havereviewed this Amendment No. 2 to the annual report on Form 10-K/A of Professional VeterinaryProducts, Ltd.;2. Based on my knowledge, this amendment to the annual report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading with respect to theperiod covered by this annual report;3. Based on my knowledge, the financial statements, and other financial information included inthis annual report, fairly present in all material respects the financial condition, results ofoperations and cash flows of the registrant as of, and for, the periods presented in this annualreport;4. The registrant’s other certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) forthe registrant and we have: a) designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during the period inwhich this annual report is being prepared;  b) evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this annual report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by thisannual report based on such evaluation;  c) disclosed in this annual report any change in the registrant’s internal controlover financial reporting that occurred during the registrant’s fourth fiscal quarterthat has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’s auditors and the auditcommittee of registrant’s board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely to adverselyaffect the registrant’s ability to record, process, summarize and report financialinformation; and  b) any fraud, whether or not material, that involves management or other employeeswho have a significant role in the registrant’s internal control over financialreporting.September 7, 2005   /s/ Neal B. Soderquist  Neal B. Soderquist, Chief Financial Officer