<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934. For the fiscal year ended July 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>
<CAPTION>
<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)

           Securities Registered Pursuant to Section 12(b) of the Act:
                                      None
           Securities Registered Pursuant to Section 12(g) of the Act:
                     Common Stock, par value $1.00 per share
                                (Title of Class)

      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 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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulations S-K (ss. 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

      As of September 30, 2001, the aggregate market value of the voting and
non-voting Common Stock held by non-affiliates of the Registrant was $4,644,000.
Shares of Common Stock held by each executive officer and director of the
Registrant have been excluded in that such persons may be deemed to be
affiliates of the Registrant. This determination of affiliate status is not
necessarily a conclusive determination for other purposes. As of September 30,
2001, 1,548 shares of the Registrant's Common Stock were outstanding.

<PAGE>

      The Undersigned Registrant hereby amends the following items of its Annual
Report on Form 10-K for the year ended July 31, 2001, as set forth below.

PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

      (a)(1)      Financial Statements
      (a)(3)      Exhibits

      (a)(1)  The following financial statements are filed as part of this
              report:

<TABLE>
              <S>                                                                                     <C>
              Independent Auditor's Report ........................................................   F-1
              Consolidated Balance Sheets for the year ended July 31, 2001 and 2000 ...............   F-2
              Consolidated Statements of Income for the year ended July 31, 2001, 2000
                  and 1999 ........................................................................   F-3
              Consolidated Statements of Stockholders' Equity for the year ended July 31,
                  2001, 2000 and 1999 .............................................................   F-4
              Consolidated Statements of Cash Flow for the year ended July 31, 2001,
                  2000 and 1999 ...................................................................   F-5
              Notes to Financial Statements .......................................................   F-6
</TABLE>

                                       1

<PAGE>

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

                          Independent Auditor's Report

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

         We have audited the accompanying consolidated balance sheets of
Professional Veterinary Products, Ltd. and subsidiaries as of July 31, 2001 and
2000, and the related consolidated statements of income, stockholders' equity,
and cash flows for each of the three years in the period ended July 31, 2001.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Professional
Veterinary Products, Ltd. and subsidiaries as of July 31, 2001 and 2000, and the
results of their operations and their cash flows for each of the three years in
the period ended July 31, 2001, in conformity with accounting principles
generally accepted in the United States of America.

         As described in Note 15, these consolidated financial statements have
been restated for the change in accounting for the investment in an affiliate,
for stock subscriptions receivable, and for certain reclassifications relating
to sales promotion revenue.

                           /s/ Quick & McFarlin, P.C.

Omaha, Nebraska
April 19, 2002, except for Notes 1(j), 1(k) and 16, as to which the date is
July 31, 2002 and Note 15, as to which the date is August 19, 2002

                                      F-1

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
                           Consolidated Balance Sheets

               As of July 31, 2001 (Restated) and 2000 (Restated)
                        (in Thousands, except share data)

<TABLE>
<CAPTION>
Assets
------
Current assets:                                                                July 31, 2001              July 31, 2000
                                                                                  (Restated)                 (Restated)
<S>                                                                            <C>                        <C>
   Cash .................................................................              657                          -
   Accounts receivable, trade, less allowance for doubtful accounts (0) ..          15,783                     20,006
   Accounts receivable, related parties ..................................           2,490                        629
   Accounts receivable, other ............................................             129                        933
   Prepaid income taxes ..................................................             122                          -
   Inventory .............................................................          22,342                     28,427
                                                                                    ------                     ------
          Total current assets ...........................................          41,523                     49,995
                                                                                    ------                     ------
Property and equipment ...................................................           8,916                      8,640
   Less accumulated depreciation .........................................           1,433                        896
                                                                                    ------                     ------
                                                                                     7,483                      7,744
                                                                                    ------                     ------
Other assets:
   Goodwill less accumulated amortization
         $60 (2001), $45 (2000) ..........................................             166                        181
    Loan origination fee less accumulated amortization
         $5 (2001), $3 (2000) ............................................              15                         17
    Trademark, less accumulated amortization
          $1 (2001), $1 (2000) ...........................................               4                          4
     Investments in unconsolidated affiliates ............................           1,513                      1,635
     Cash value life insurance ...........................................              33                         30
     Deferred income tax asset ...........................................               -                          6
                                                                                    ------                     ------
                                                                                     1,731                      1,873
                                                                                    ------                     ------
                                                                                    50,737                     59,612
                                                                                    ======                     ======

Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
    Bank overdraft .......................................................               -                        399
    Notes payable, bank ..................................................           4,294                      8,216
    Current portion of long-term debt ....................................             456                        420
    Accounts payable, trade ..............................................          31,950                     36,154
    Accounts payable, related parties ....................................             535                      1,082
    Other current liabilities ............................................           1,532                      1,827
                                                                                    ------                     ------
          Total current liabilities ......................................          38,767                     48,098

Long-term debt ...........................................................           5,565                      6,013
Deferred income tax liability ............................................              94                          -
                                                                                    ------                     ------
          Total liabilities ..............................................          44,426                     54,111
                                                                                    ------                     ------

Stockholders' equity:
   Common stock, $1 par value per share. Authorized 30,000 shares;
      issued and outstanding 1,557 (January 31, 2002), 1,534 shares
      (2001), 1,381 shares (2000) ........................................               2                          1
   Paid-in capital .......................................................           4,415                      3,993
   Retained earnings .....................................................           1,894                      1,507
                                                                                    ------                     ------
                                                                                     6,311                      5,501
                                                                                    ------                     ------
                                                                                    50,737                     59,612
                                                                                    ======                     ======
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-2

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
                        Consolidated Statements of Income

   Years ended July 31, 2001 (Restated), 2000 (Restated), and 1999 (Restated)
                    (in Thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                 July 31,          July 31,        July 31,
                                                                   2001              2000            1999
                                                                (Restated)        (Restated)      (Restated)
<S>                                                          <C>                <C>                <C>
Net sales and other revenue                                      $ 197,523         176,275         120,536

Cost of sales                                                      181,660         161,934         111,876
                                                                 ---------       ---------       ---------

           Gross profit                                             15,863          14,341           8,660

Operating, general and administrative expenses                      14,543          12,931           8,649
                                                                 ---------       ---------       ---------

           Operating income                                          1,320           1,410              11
                                                                 ---------       ---------       ---------

Other income (expense):
     Interest income                                                   504             373             249
     Interest expense                                               (1,006)           (862)           (263)
     Other                                                              (2)            (44)            237
                                                                 ---------       ---------       ---------
                                                                      (504)           (533)            223
                                                                 ---------       ---------       ---------

Equity in loss of affiliate                                           (122)             (9)              -
                                                                 ---------       ---------       ---------

           Income before taxes                                         694             868             234

Income taxes                                                           307             321              93
                                                                 ---------       ---------       ---------

           Net income                                            $     387             547             141
                                                                 =========       =========       =========

Net earnings per share of
     common stock                                                $  267.58          430.55          128.52
                                                                 =========       =========       =========

</TABLE>

          See accompanying notes to consolidated financial statements.

                                       F-3

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
                 Consolidated Statements of Stockholders' Equity

   Years ended July 31, 2001 (Restated), 2000 (Restated), and 1999 (Restated)
                   (in Thousands, except Common Shares Issued)

<TABLE>
<CAPTION>
                                      Common                           Additional
                                      Shares            Common          Paid-in            Retained
                                      Issued             Stock          Capital            Earnings          Total
<S>                                   <C>            <C>           <C>                 <C>              <C>
Balance at July 31, 1998               1,048         $        1      $     2,993           $    819         $  3,813
Issuance of stock                        157                  -              471                  -              471
Redemption of stock                      (17)                 -              (50)                 -              (50)
Net change in
     Accounts receivable, stock            -                  -              (62)                 -              (62)
Net income                                 -                  -                -                141              141
                                   ---------         ----------      -----------           --------         --------
Balance at July 31, 1999               1,188                  1            3,352                960            4,313
(restated)
Issuance of stock                        211                                 633                  -              633
Redemption of stock                      (18)                 -              (54)                 -              (54)
Net change in
     Accounts receivable, stock            -                  -               62                  -               62
Net income                                 -                  -                -                547              547
                                   ---------         ----------      -----------           --------         --------

Balance at July 31, 2000               1,381                  1            3,993              1,507            5,501
(restated)
Issuance of stock                        172                  1              515                  -              516
Redemption of stock                      (19)                 -              (57)                 -              (57)
Net change in
     Accounts receivable, stock            -                  -             ( 36)                 -              (36)
Net income                                 -                  -                -                387              387
                                   ---------         ----------      -----------           --------         --------
Balance at July 31, 2001
(restated)                             1,534         $        2      $     4,415           $  1,894         $  6,311
                                   =========         ==========      ===========           ========         ========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       F-4

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows

   Years ended July 31, 2001 (Restated), 2000 (Restated), and 1999 (Restated)
                                 (in Thousands)
<TABLE>
<CAPTION>
                                                        July 31, 2001    July 31, 2000    July 31, 1999
                                                           (Restated)       (Restated)       (Restated)
<S>                                                     <C>              <C>              <C>
Cash flows from operating activities:
    Net income                                            $       387      $       547      $       141
                                                          -----------      -----------      -----------

    Adjustments to reconcile net income to net cash
       provided (used) by operating
       activities:
         Depreciation and amortization                            563              443              288
         (Gain) loss on sale of property                            2               43             (237)
         Equity loss in affiliate                                 122                9                -
    Adjustments for working capital changes:
         (Increase) decrease in:
           Receivables                                          3,167          (10,430)          (6,632)
           Inventories                                          6,085          (15,839)             418
           Cash value life insurance                               (3)             (30)               -
           Deferred income tax                                    100               (6)               -
         Increase (decrease) in:
           Accounts payable                                    (4,751)          19,058            7,736
           Accrued expenses and
             income taxes payable                                (417)             513              149
                                                          -----------      -----------      -----------
            Total adjustments                                   4,868           (6,239)           1,722
                                                          -----------      -----------      -----------
            Net cash from
              operating activities                              5,255           (5,692)           1,863
                                                          -----------      -----------      -----------
Cash flows from investing activities:
    Purchase of property and equipment                           (287)          (5,292)          (2,762)
    Purchase of trademark                                           -                -               (5)
    Purchase of investments                                         -           (1,500)            (144)
    Proceeds from sale of property                                  -              115            1,878
                                                          -----------      -----------      -----------
                Net cash from
                  investing activities                           (287)          (6,677)          (1,033)
                                                          -----------      -----------      -----------
Cash flows from financing activities:
    Net loan proceeds (reduction)                              (4,334)          10,236            1,013
    Bank overdraft                                               (399)             399           (1,110)
    Net proceeds from issuance of
        common stock                                              422              641              360
                                                          -----------      -----------      -----------
                Net cash from
                  financing activities                         (4,311)          11,276              263
                                                          -----------      -----------      -----------
Net increase (decrease) in cash                                   657           (1,093)           1,093
Cash at beginning of year                                           -            1,093                -
                                                          -----------      -----------      -----------
Cash at end of year                                       $       657      $         -      $     1,093
                                                          ===========      ===========      ===========

Supplemental disclosure of cash flow information:
    Interest paid                                         $     1,052              774      $       258
                                                          ===========      ===========      ===========

    Income taxes paid                                     $       560      $       106      $       117
                                                          ===========      ===========      ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-5

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

   Years ended July 31, 2001 (Restated), 2000 (Restated), and 1999 (Restated)
                  (Amounts in Thousands, Except Per Share Data)

(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.

        Exact Logistics, LLC was organized in the State of Nebraska on December
        6, 2000. This limited liability company is 100% owned by Professional
        Veterinary Products, Ltd. The purpose of the LLC is to act as a
        logistics partner to warehouse and ship products to other animal health
        distributors.

        ProConn, LLC was organized in the State of Nebraska on December 6, 2000.
        This limited liability company is 100% owned by Professional Veterinary
        Products, Ltd. The purpose of the LLC is to act as a supplier of animal
        health products to the producer or consumer.

        Professional Veterinary Products, Ltd., Exact Logistics, LLC and
        ProConn, LLC are presented as consolidated financial statements because
        they are related through common ownership and control. Their accounting
        policies follow generally accepted accounting principles and conform to
        the common practices of the industry in which they are engaged. Exact
        Logistics, LLC and ProConn, LLC are single member limited liability
        companies with Professional Veterinary Products, Ltd. as their only
        corporate member. They have elected to be treated as an unincorporated
        branch of the parent entity for financial and income tax purposes. All
        income taxes of the unincorporated branches are reflected on these
        financial statements and are the responsibility of the parent entity.

     Summary of significant accounting policies:

        (a)  Principles of consolidation:
               The consolidated financial statements include the accounts of
               Professional Veterinary Products, Ltd. and its wholly owned
               subsidiaries. The term "Company" used herein means Professional
               Veterinary Products, Ltd. and its subsidiaries, unless otherwise
               indicated by the context. All material intercompany accounts and
               transactions have been eliminated in consolidation. Investments
               in companies in which the Company exercises significant
               influence, but not control, are accounted for using the equity
               method of accounting. Investments in companies in which the
               Company has less than a 20% ownership interest, and does not
               exercise significant influence, are accounted for at cost.

        (b)  Use of estimates:
               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, the disclosure of contingent assets
               and liabilities at the date of the financial statements and the
               reported amounts of revenues and expenses during the reporting
               periods. While actual results could differ from these estimates,
               management believes these estimates are reasonable.

                                      F-6

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

   Years ended July 31, 2001 (Restated), 2000 (Restated), and 1999 (Restated)
                  (Amounts in Thousands, Except Per Share Data)

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

       (c) Concentration of cash balances:
             The Company's cash funds are located in a single financial
             institution. The bank accounts, at times, exceeded the $100,000
             federally insured limit.

       (d) Accounts receivable:
             Management considered accounts receivable to be fully collectible;
             accordingly, no allowance for doubtful accounts was deemed
             necessary by management.

       (e) Inventory:
             Inventories are stated at the lower of cost or market using the
             first-in, first-out (FIFO) method of valuation. All products
             included in inventory are finished goods held for resale.

       (f) Property and equipment and depreciation:
             Property and equipment are stated at cost. When an asset is sold or
             retired, its cost and related accumulated depreciation is
             eliminated from both the asset and the accumulated depreciation
             accounts respectively and the resulting gain or loss is included in
             income. 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. Estimated
             useful lives for financial purposes are as follows:

                     Building ................................   40 years
                     Furniture, Fixtures and Equipment .......    7 years
                     Computer Equipment ......................    5 years
                     Software ................................    3 years

             Expenditures for major renewals and betterments that extend the
             useful lives of property and equipment are capitalized.
             Expenditures for maintenance and repairs are charged to expense as
             incurred.

       (g) 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.

                                      F-7

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

   Years ended July 31, 2001 (Restated), 2000 (Restated), and 1999 (Restated)
                  (Amounts in Thousands, Except Per Share Data)

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

       (h) Intangible assets and goodwill:
             Intangible assets consist principally of goodwill, loan fees and
             trademarks. Amortization expense for goodwill and other intangibles
             was $87, $25, and $15 for 2001, 2000, and 1999, respectively.
             Management periodically evaluates the recoverability of goodwill
             and other intangible assets which would be adjusted for a permanent
             decline in value, if any, as measured by the recoverability from
             projected future cash flows from the acquired businesses. These
             analyses necessarily involve significant management judgment.
             Amortization has been computed on intangible assets as follows:

                 Goodwill .......... 15 and 20 years, straight-line
                 Loan fees ......... term of the related note, straight-line
                                     (amortized expense is included in interest)
                 Trademark ......... 15 years, straight-line

       (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 relate
             primarily to depreciable assets (use of different depreciation
             methods and lives for financial statement and income tax purposes),
             and Uniform Capitalization Rules IRS 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.

                                      F-8

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

   Years ended July 31, 2001 (Restated), 2000 (Restated), and 1999 (Restated)
                  (Amounts in Thousands, Except Per Share Data)

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

        (j)  Revenue recognition:
                In accordance with generally accepted accounting principles,
                revenue is recognized when the transaction is both realized or
                realizable and earned. The Company recognizes revenue when the
                customer receives the product. Shipping terms are generally FOB
                customer. The Company and/or its shipper have the risk of loss
                until delivery to the customer. Upon receipt of the product by
                the customer, title and risk of loss passes to that customer.
                The Company sells animal health products which constitute all of
                its gross sales.

                There are two major types of transactions that affect the flow
                of products to the Company's customers. Traditional "buy/sell"
                transactions account for approximately ninety percent of the
                Company's business. In this type of transaction the customer
                places an order with the Company, which is then picked, packed,
                shipped, and invoiced to the customer, followed by payment from
                the customer to the Company. In most traditional "buy/sell"
                transactions the Company, rather than the manufacturer, sets the
                price of the products.

                There are a few product lines where the Company provides all
                transactional activities described above, except that the
                manufacturer retains title to the product. The manufacturer
                retains title in accordance with the distribution agreements for
                these products. Within these agreements the manufacturer
                determines if any promotional funds or rebates will be given to
                the Company. These "consignment" transactions account for
                approximately five percent of the Company's business. The
                Company inventories these products for the manufacturer but does
                not pay the manufacturer until the product is sold to the
                customer and reported to the manufacturer. The Company is
                responsible for maintaining insurance on the products, but the
                value of the product is not included in the inventory for
                accounting purposes.

        (k)  Advertising:
                The Company expenses advertising costs as incurred. Advertising
                expense was $30, $25, and $16 for the years ended 2001, 2000,
                and 1999, respectively.

                The Company receives sales promotion monies through various
                contracted agreements which manufacturers use specifically to
                promote their products to veterinarian purchasers. The sales
                promotion value is passed on to the veterinarian based upon
                their level of product purchases prescribed in the contracted
                agreements.

        (l)  Direct shipping and handling costs:
                Freight and other direct shipping costs are included in "Cost of
                sales" on the Consolidated Statements of Income. Direct handling
                costs, which represent primarily direct compensation costs of
                employees who pick, pack and otherwise prepare, if necessary,
                merchandise for shipment to the Company's customers are
                reflected in "Operating, general and administrative expenses."

                                      F-9

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

   Years ended July 31, 2001 (Restated), 2000 (Restated), and 1999 (Restated)
                  (Amounts in Thousands, Except Per Share Data)

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

        (m)  Fair value of financial instruments:
                The carrying amounts reported on the balance sheets approximate
                the fair value for cash, short-term borrowings, and all other
                variable rate debt (including borrowings under credit
                agreements). The carrying amounts reported for long-term debt
                approximate fair value because the interest approximates current
                market rates for financial instruments with similar maturities
                and terms.

        (n)  Assets - Recognition and measurement of impairment:
                The Company policy is to recognize an impairment loss in
                accordance with SFAS 121 if the sum of the expected future cash
                flows (undiscounted and without interest charges) is less than
                the carrying amount of the asset. The Company reviews long-lived
                assets and identifiable intangibles to be held and used for
                impairment whenever events or changes in circumstances indicated
                that the carrying amount of an asset may not be recoverable. An
                impairment loss recognized would be measured as the amount by
                which the carrying amount of the asset exceeds the fair value of
                the asset. No current impairment exists and none have been
                recognized.

        (o)  Earnings per share:
                Financial Accounting Standards Board Statement No. 128, Earnings
                per Share ("SFAS No. 128") promulgates accounting standards for
                the computation and manner of presentation of the Company's
                earnings per share data. Under SFAS No. 128 the Company is
                required to present basic and diluted earnings per share. Basic
                earnings per share is computed by dividing net income available
                to common stockholders by the weighted-average number of common
                shares outstanding for the period. Diluted earnings per share
                reflect the potential dilution that could occur if securities or
                other contracts to issue common stock were exercised or
                converted into common stock. There are no securities that are
                convertible to common stock that would cause further dilution.
                The weighted average number of common shares outstanding was
                1,447 for July 31, 2001, 1,271 for July 31, 2000, and 1,095 for
                July 31, 1999.

        (p)  Reclassifications:
                Certain prior year amounts have been reclassified to conform to
                the July 31, 2001 presentation.

                                      F-10

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

   Years ended July 31, 2001 (Restated), 2000 (Restated), and 1999 (Restated)
                  (Amounts in Thousands, Except Per Share Data)

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

        (q)  New accounting pronouncements:
                In June 2001, the Financial Accounting Standards Board issued
                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 will adopt FAS 142 in the first quarter of the fiscal
                year ending July 31, 2003. 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 superceded 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 will adopt FAS 144 in
                the first quarter of fiscal year ending July 31, 2003. 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.

(2)   Concentration of credit risk:
         Financial instruments, which potentially subject the Company to
         concentrations of credit risk, include trade receivables. One customer
         comprised 12.5% of the Company's receivables at July 31, 2001. There
         were no significant individual receivables at July 31, 2000.

                                      F-11

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

   Years ended July 31, 2001 (Restated), 2000 (Restated), and 1999 (Restated)
                  (Amounts in Thousands, Except Per Share Data)

(3)  Rebates:
         At each fiscal year end, the Company nets rebates due to stockholders
         against accounts receivable. Rebates are paid in the form of credits
         against future purchases, never in cash. The Company offset accounts
         receivable for overcharges on sales in excess of an agreed to profit
         margin as follows:

                                                       2001            2000
                                                       ----            ----
              Accounts receivable                   $ 23,141         $ 26,749
                   Less rebates                       (4,868)          (6,114)
                                                    --------         --------
                   Accounts receivable, net         $ 18,273         $ 20,635
                                                    ========         ========

         Net sales and other revenue reported on the Consolidated Statements of
         Income were reduced by rebates as follows:

<TABLE>
<CAPTION>
                                                         2001        2000        1999
                                                         ----        ----        ----
                      <S>                             <C>         <C>         <C>
                   Gross sales and other revenue    $202,391    $182,389    $125,425
                   Less rebates                       (4,868)     (6,114)     (4,889)
                                                    --------    --------    --------

                   Net sales and other revenue      $197,523    $176,275    $120,536
                                                    ========    ========    ========
</TABLE>

(4)  Property and equipment:

<TABLE>
<CAPTION>
                                            Cost                      Book Value
                                            ----                      ----------
                                    2001               2000        2001       2000
                                    ----               ----        ----       ----
                   <S>            <C>               <C>          <C>        <C>
                   Land           $   954           $    954     $   954    $    954
                   Buildings        4,715              4,715       4,519       4,637
                   Equipment        3,247              2,971       2,010       2,153
                                  -------           --------     -------    --------
                                  $ 8,916           $  8,640     $ 7,483    $  7,744
                                  =======           ========     =======    ========
</TABLE>

                                      F-12

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

   Years ended July 31, 2001 (Restated), 2000 (Restated), and 1999 (Restated)
                  (Amounts in Thousands, Except Per Share Data)

(5) Investment in unconsolidated affiliates:
         The Company purchased a 20% interest in AAHA Services Corp. in June,
         2000 for $1,500. The remaining 80% is owned by American Animal Hospital
         Association (AAHA). The Company determined that it has significant
         influence over AAHA Services Corp and accordingly should account for
         its 20% ownership interest using the "equity method" of accounting for
         investments. The excess of purchase price over underlying equity in the
         amount of $1,500 (which represents goodwill) is being amortized by the
         straight-line method over 20 years. The Company purchased less than a
         5% interest in Agri-Laboratories, Ltd., which is carried at cost. The
         amounts presented on the balance sheet can be detailed as follows:

<TABLE>
<CAPTION>
                                                                              2001           2000
                                                                              ----           ----
                  <S>                                                     <C>            <C>
                  Investment in AAHA Services Corp (equity method),
                    net of amortization and 20% equity method loss        $  1,369       $  1,491
                  Investment in Agri-Laboratories, Ltd. (cost method)          144            144
                                                                          --------       --------

                                                                          $  1,513       $  1,635
                                                                          ========       ========
</TABLE>

(6) Common Stock:
         The Company is authorized to issue 30,000 shares of common stock with a
         par value of $1.00. Issued and outstanding shares amounted to 1,534 at
         July 31, 2001 and 1,381 at July 31, 2000. Holders of common stock are
         entitled to a) one vote for each share held on matters submitted to a
         vote of stockholders, b) a ratable share of dividends declared and c)
         in the event of liquidation or dissolution, a ratable share of earnings
         after liabilities. Shareholders are not permitted to dispose of their
         stock except by a sale back to the Company. The shareholder must give
         the Company written notice of the proposed sale and the Company must
         redeem for cash the share of stock within ninety days of receiving such
         notice, at the price the shareholder paid for the share.

(7) Deferred income taxes:
         The company's total noncurrent deferred tax asset and noncurrent
         deferred tax liabilities at July 31 are as follows (computed at the
         statutory rate 34%):

<TABLE>
<CAPTION>
                                                                          2001               2000
                                                                          ----               ----
                           <S>                                          <C>                 <C>
                           Noncurrent deferred tax asset -
                              Uniform capitalization                    $  37               $  48
                           Noncurrent deferred tax liability -
                              Accumulated depreciation                   (131)                (42)
                                                                        -----               -----
                           Net noncurrent deferred tax asset
                             (liability) per financials                   (94)                  6
                           Prior year deferred tax asset (liability)        6                   -
                                                                        -----               -----
                           Deferred tax expense                           100                  (6)
                           Taxes currently payable                        207                 327
                                                                        -----               -----

                           Income tax expense                           $ 307               $ 321
                                                                        =====               =====
</TABLE>

                                      F-13

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

   Years ended July 31, 2001 (Restated), 2000 (Restated), and 1999 (Restated)
                  (Amounts in Thousands, Except Per Share Data)

(8) Reconciliation of income tax expense:
         A reconciliation of income tax expense at the U.S. federal statutory
         income tax rate to actual income tax expense is as follows:

<TABLE>
<CAPTION>
                                                         2001         2000         1999
                                                         ----         ----         ----
                <S>                                     <C>          <C>           <C>
                Income tax at federal statutory rate    $ 236        $ 296         $ 75
                State taxes, net of federal taxes           6            8            1
                Amortization of goodwill                   24            3            -
                Nondeductible and other items              41           14           17
                                                        -----        -----         ----

                                                        $ 307        $ 321         $ 93
                                                        =====        =====         ====
</TABLE>

<TABLE>
<CAPTION>
(9) Long-term debt:
                                                              2001                 2000
                                                              ----                 ----
                <S>                                         <C>                 <C>
                Note payable, bank, 7.42% interest          $ 3,860             $ 3,951
                Note payable, bank, 9.10% interest            1,114               1,192
                Note payable, bank, 8.66% interest            1,047               1,290
                                                            -------             -------
                                                              6,021               6,433
                Less current portion due within one year       (456)               (420)
                                                            -------             -------
                                                            $ 5,565             $ 6,013
                                                            =======             =======
</TABLE>

         Note payable, bank, 7.42% interest:
           Monthly installments of principal and interest of $32 commencing
           January 1, 2000 with a final installment and entire unpaid principal
           balance due on June 1, 2009. Loan is collateralized by land and
           building.

         Note payable, bank, 9.10% interest:
           Monthly installments of principal and interest of $15 commencing July
           1, 2000 with a final installment and entire unpaid principal balance
           due on May 1, 2010. Loan is collateralized by land and building.

         Note payable, bank, 8.66% interest:
           Monthly installments of principal and interest of $29 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 principal payments of long-term debt are due as follows:

<TABLE>
<CAPTION>
                                 Note Payable    Note Payable     Note Payable
                             bank, 7.42%     bank, 9.10%      bank, 8.66%    Total
                             -----------     -----------      -----------    -----
             <S>             <C>             <C>              <C>            <C>
             2002              $   101         $   86         $  269         $   456
             2003                  109             94            293             496
             2004                  117            103            319             539
             2005                  126            113            166             405
             2006                  136            124              -             260
             Thereafter          3,271            594              -           3,865
                               -------         ------          -----         -------

                               $ 3,860         $1,114         $1,047         $ 6,021
                               =======          =====          =====         =======
</TABLE>

                                      F-14

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

   Years ended July 31, 2001 (Restated), 2000 (Restated), and 1999 (Restated)
                  (Amounts in Thousands, Except Per Share Data)

(9)  Long-term debt (continued):

         The Company has in place a revolving line of credit that provides for
         borrowings of up to $15,000. The agreement provides for payment on
         demand, or if no demand is made, in one payment of all outstanding
         principal plus all accrued unpaid interest on December 1, 2001.
         Interest is payable at .25% under the U.S. Bank National Association
         Reference Rate. The balances due on this line of credit were $4,294 and
         $8,216 for 2001 and 2000, respectively. The weighted average interest
         rates of borrowings outstanding under the revolving credit agreement
         were 8.35%, 8.44%, and 7.71% for 2001, 2000, and 1999 respectively. The
         line of credit is collateralized by all business assets.

         All the above loan agreements are with US Bank. These loan agreements
         contain certain covenants to related financial ratios. Covenants
         relating interest bearing debt to tangible net worth were waived by the
         bank for July 31, 2000. The covenants were met for July 31, 2001.

(10) Commitments and contingent liabilities - leases:
         The Company leases various equipment under noncancelable operating
         leases expiring through September 2005. Management expects that in the
         normal course of business, leases will be renewed or replaced by other
         leases.

         Minimum future obligations on operating leases in effect on July, 31,
         2001 were as follows:

                           Year ended July 31, 2002               $   386
                           Year ended July 31, 2003                   140
                           Year ended July 31, 2004                    39
                           Year ended July 31, 2005                    32
                           Year ended July 31, 2006                     5
                                                                  -------
                                                                  $   602
                                                                  =======

         Total lease expense was $399, $275, and $121 for 2001, 2000, and 1999,
respectively.

(11) Commitments and contingent liabilities - other:
         The Company is required by its Articles of Incorporation to repurchase
         stock within 90 days of receiving written notice from the shareholder
         requesting a redemption of their stock. The redemption price is the
         price paid by the shareholder for such share of stock. Therefore, the
         Company was contingently liable for $4.5 million as of July 31, 2001.

         The Company is subject to claims and other actions arising in the
         ordinary course of business. Some of these claims and actions have
         resulted in lawsuits where the Company is a defendant. Management
         believes that the ultimate obligations if any, which may result from
         unfavorable outcomes of such lawsuits, will not have a material adverse
         effect on the financial position, results of operations or cash flows
         of the Company and that such obligations, if any, would be adequately
         covered by insurance.

                                      F-15

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

   Years ended July 31, 2001 (Restated), 2000 (Restated), and 1999 (Restated)
                  (Amounts in Thousands, Except Per Share Data)

(12) Related party transactions:
         In the normal course of business the Company sells to its directors,
         officers, and key employees under normal terms and conditions. Accounts
         receivable, related parties on the balance sheet include amounts
         receivable on demand as of July 31 from the following:

                                                     2001              2000
                                                     ----              ----
                 Affiliates (AAHA)                $ 2,285             $ 412
                 Board of Directors                   197               213
                 Officer                                1                 1
                 Employees                              7                 3
                                                  -------             -----
                                                  $ 2,490             $ 629
                                                  =======             =====

         Accounts payable, related parties on the balance sheet include amounts
payable on demand as of July 31 to the following:

                                                        2001              2000
                                                        ----              ----
                 Affiliates (Agri-Laboratories)        $ 535           $ 1,082
                                                       =====           =======

         Net sales on the Consolidated Statements of Income include sales to
 related parties as follows:

                                               2001           2000         1999
                                               ----           ----         ----
                 Affiliates (AAHA)        $   8,761        $ 4,080            -
                 Board of Directors           2,857          3,238       $2,844
                 Officer                          3              9            6
                 Employees                      100             16           24
                                          ---------        -------       ------
                                          $  11,721        $ 7,343       $2,874
                                          =========        =======       ======

         Purchases from related parties were as follows:

                                                     2001        2000       1999
                                                     ----        ----       ----
            Affiliates (Agri-Laboratories)        $ 10,518    $ 6,894    $ 1,601
                                                  ========    =======    =======

(13) Profit-sharing and 401(k) retirement plan:
         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 $341, $348, and $242 for 2001, 2000,
         and 1999, respectively.

         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
         was $142, $115, and $89 for the years ended July 31, 2001, 2000, and
         1999, respectively.

                                      F-16

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

   Years ended July 31, 2001 (Restated), 2000 (Restated), and 1999 (Restated)
                  (Amounts in Thousands, Except Per Share Data)

(14) 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.

(15) Restatement of financial statements:
         Subsequent to the issuance of the Company's 2001 consolidated financial
         statements and the filing of its 2001 Annual Report on Form 10-K with
         the SEC, the Company's management determined that the accounting
         related to the equity method investment in AAHA Services Corp and the
         accounting for sales promotion monies received from various
         manufacturers would require restatement of the financial statements.

         The Company's restatement reflects the change of accounting for the
         investment in AAHA Services Corp. from the cost method to the equity
         method. It also reflects the reclassification of promotion monies
         received from manufacturers. Formerly the Company had recorded
         promotion monies as revenue. The restatement reflects the change to
         record promotion monies as a reduction of operating, general and
         administrative expenses. The restatement of promotion monies had no
         effect on operating income or net income for the periods presented.

         The effects on net income from these restatements are shown in the
following table:

                                                      2001      2000       1999
                                                      ----      ----       ----
              Net income as previously reported    $   509   $   556    $   141

              Impact of restatement for:
                Equity in loss of affiliate           (122)       (9)         -
                                                   -------   -------    -------

              Net income as restated               $   387   $   547    $   141
                                                   =======   =======    =======

                                      F-17

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

   Years ended July 31, 2001 (Restated), 2000 (Restated), and 1999 (Restated)
                  (Amounts in Thousands, Except Per Share Data)

(15) Restatement of financial statements (continued):

     The effects on the accompanying financial statements from these
restatements are shown in the following tables:

<TABLE>
<CAPTION>
                                                                     Consolidated Statement of Income
                                                                          Year Ended July 31, 2001

                                                           Previously               Effect of
                                                            Reported               Restatement       As Restated
                                                            --------               -----------       -----------
              <S>                                           <C>                    <C>                <C>
              Net sales and other revenue                   $ 199,340                ($1,817)         $ 197,523

              Cost of sales                                   181,660                      -            181,660
                                                            ---------              ---------          ---------

                Gross profit                                   17,680                 (1,817)            15,863

              Operating, general and
                administrative expenses                        16,360                 (1,817)            14,543
                                                            ---------              ---------          ---------

                Operating income                                1,320                      -              1,320

              Other income (expense)                             (504)                     -               (504)
              Equity in loss of affiliate                           -                   (122)              (122)
                                                            ---------              ---------          ---------

                Income before taxes                               816                   (122)               694

              Income taxes                                       (307)                     -               (307)
                                                            ----------             ---------          ---------

                Net income                                  $     509                  ($122)         $     387
                                                            =========              =========          =========

              Net income per share                          $  351.55                ($83.97)         $  267.58
                                                            =========              =========          =========
</TABLE>

                                      F-18

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

   Years ended July 31, 2001 (Restated), 2000 (Restated), and 1999 (Restated)
                  (Amounts in Thousands, Except Per Share Data)

(15)  Restatement of financial statements (continued):

<TABLE>
<CAPTION>
                                                         Consolidated Statement of Income
                                                           Year Ended July 31, 2000
                                                   Previously     Effect of
                                                    Reported     Restatement    As Restated
                                                    --------     -----------    -----------
              <S>                                  <C>            <C>            <C>
              Net sales and other revenue          $ 178,547       ($2,272)      $ 176,275

              Cost of sales                          161,934             -         161,934
                                                   ---------      --------       ---------

                Gross profit                          16,613        (2,272)         14,341

              Operating, general and
                administrative expenses               15,203        (2,272)         12,931
                                                   ---------       -------       ---------

                Operating income                       1,410             -           1,410

              Other income (expense)                    (533)            -            (533)
              Equity in loss of affiliate                  -            (9)             (9)
                                                   ---------      --------       ---------

                Income before taxes                      877            (9)            868

              Income taxes                              (321)            -            (321)
                                                   ---------      --------       ---------

                Net income                         $     556      $     (9)      $     547
                                                   =========      ========       =========

              Net income per share                 $  437.93        ($7.38)      $  430.55
                                                   =========      ========       =========
</TABLE>

                                      F-19

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

   Years ended July 31, 2001 (Restated), 2000 (Restated), and 1999 (Restated)
                  (Amounts in Thousands, Except Per Share Data)

(15)  Restatement of financial statements (continued):

<TABLE>
<CAPTION>
                                                               Consolidated Statement of Income
                                                                     Year Ended July 31, 1999
                                                       Previously       Effect of
                                                        Reported       Restatement      As Restated
                                                        --------       -----------      -----------
              <S>                                      <C>                <C>            <C>
              Net sales and other revenue              $ 122,253           ($1,717)      $ 120,536

              Cost of sales                              111,876                 -         111,876
                                                       ---------        ----------       ---------

                Gross profit                              10,377            (1,717)          8,660

              Operating, general and
                Administrative expenses                   10,366            (1,717)          8,649
                                                       ---------        ----------       ---------

                Operating income                              11                 -              11

              Other income (expense)                         223                 -             223
              Equity in loss of affiliate                      -                 -               -
                                                       ---------        ----------       ---------
                Income before taxes                          234                 -             234

              Income taxes                                   (93)                -             (93)
                                                       ---------        ----------       ---------

                Net income                             $     141        $        -       $     141
                                                       =========        ==========       =========

              Net income per share                     $  128.52        $        -       $  128.52
                                                       =========        ==========       =========

<CAPTION>
         For the fiscal years ended 2001 and 2000, accounts receivable - stock
was reclassified to paid-in capital.


                                                                 Consolidated Balance Sheet
                                                As of July 31, 2001                    As of July 31, 2000
                                       Previously                            Previously
                                       Reported              As Restated      Reported              As Restated
                                       --------              -----------      --------              -----------
     <S>                               <C>                   <C>             <C>                    <C>
     Investments in unconsolidated
        affiliates                        1,644                 1,513            1,644                 1,635

     Total assets                        50,982                50,737           59,700                59,612

     Paid-in capital                      4,529                 4,415            4,071                 3,993

     Retained earnings                    2,025                 1,894            1,516                 1,507

     Total stockholders' equity           6,557                 6,311            5,589                 5,501
</TABLE>

                                      F-20

<PAGE>

             PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

   Years ended July 31, 2001 (Restated), 2000 (Restated), and 1999 (Restated)
                  (Amounts in Thousands, Except Per Share Data)

(16)  Selected quarterly financial data:
                  The following presents certain unaudited quarterly financial
         data and certain audited, restated year end financial data:

<TABLE>
<CAPTION>

                                                         Quarters   Ended                                Year Ended
                               October 31, 1999  January 31, 2000   April 30, 2000     July 31, 2000    July 31, 2000
                                  (Restated)        (Restated)        (Restated)        (Restated)        (Restated)
<S>                            <C>                        <C>              <C>               <C>             <C>
Revenues .................     $         41,522           39,234           42,111            53,408          176,275
Gross profit .............                3,060            3,696            3,380             4,205           14,341
Operating income .........                  207              566             (218)              855            1,410
Net income ...............                  101              188             (348)              606              547
Net income per share .....     $          84.14           151.13          (270.25)           450.17           430.55
Weighted average
    common shares
    outstanding ..........                1,200            1,243            1,289             1,347            1,271

<CAPTION>
                                                        Quarters  Ended                                  Year Ended
                               October 31, 2000  January 31, 2001   April 30, 2001     July 31, 2001    July 31, 2001
                                  (Restated)        (Restated)        (Restated)        (Restated)        (Restated)
<S>                            <C>                        <C>              <C>               <C>             <C>
Revenues .................     $         49,755           46,345           50,774            50,648          197,523
Gross profit .............                3,500            3,698            3,751             4,914           15,863
Operating income .........                  697               19             (120)              724            1,320
Net income ...............                  254             (148)             (82)              363              387
Net income per share .....     $         183.00          (104.39)          (56.33)           240.23           267.58
Weighted average
    common shares
    outstanding ..........                1,388            1,420            1,465             1,515            1,447
</TABLE>

                                      F-21

<PAGE>

         (a)(3)   Exhibits

                  23.1    Consent of Quick & McFarlin, P.C.
                  99.1    Certification pursuant to Section 906 of the Sarbanes-
                          Oxley Act of 2002

                                   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:    August 20, 2002

                                          PROFESSIONAL VETERINARY PRODUCTS, LTD.

                                          By:  /s/ Dr. Lionel L. Reilly
                                               ---------------------------------
                                               Dr. Lionel L. Reilly

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

                     Signature                           Capacity

                     /s/ Dr. Lionel L. Reilly            President
         --------------------------------------
                     Dr. Lionel L. Reilly

                     /s/ Neal B. Soderquist              Chief Financial Officer
         --------------------------------------
                     Neal B. Soderquist

                              *                          Director
         --------------------------------------
                     Mark A. Basinger

                              *                          Director
         --------------------------------------
                     Raymond C. Ebert II

                              *                          Director
         --------------------------------------
                     Fred G. Garrison

                              *                          Director
         --------------------------------------
                     Kenneth R. Liska

<PAGE>

                               *                             Director
         ---------------------------------------
                      Wayne E. Rychnovsky

                               *                             Director
         ---------------------------------------
                      Chester L. Rawson

                               *                             Director
         ---------------------------------------
                      Amy Lynne Hinton

                               *                             Director
         ---------------------------------------
                      Michael L. Whitehair

         *By:                  /s/ Dr. Lionel L. Reilly
                  ---------------------------------------
                               Dr. Lionel L. Reilly
                               As: Attorney-in-fact