UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549
                     _____________________________

                               FORM 10-K/A
                             Amendment No. 1

             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended                       Commission File Number:
   January 31, 1998                                     0-23574        

                       PETCO ANIMAL SUPPLIES, INC.
        (Exact Name of Registrant As Specified In Its Charter)

	    Delaware                              33-0479906            	
  (State or Other Jurisdiction	(I.R.S. Employer Identification No.)
Of Incorporation or Organization)

                9125 Rehco Road, San Diego, California 92121
      (Address, Including Zip Code, of Principal Executive Offices)

           Registrant's Telephone Number, Including Area Code:
                              (619) 453-7845

    Securities registered pursuant to Section 12(b) of the Act:  None

      Securities registered pursuant to Section 12(g) of the Act:
                  COMMON STOCK, $. 0001  PAR VALUE
                          (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 preceding 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 in response to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of the 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:   ____  

As of April 24, 1998, there were outstanding 21,068,826 shares of the 
Registrant's Common Stock, $ .0001 par value.  As of that date, the 
aggregate market value of the voting stock held by non-affiliates of the 
Registrant was approximately $ 374,789,092. 

Documents Incorporated By Reference: The information called for by 
Part III is incorporated by reference from the Proxy Statement relating to 
the 1998 Annual Meeting of Stockholders of the Registrant.



<PAGE> 2
PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(c) Exhibits

The exhibits listed on the accompanying Exhibit Index are filed as 
part of this Annual Report.



<PAGE> 3
                              EXHIBIT INDEX
                                                                    Sequentially
                                                                      Numbered
Number                     Document                                     Page
------                     --------                                 ------------
2.1   Agreement and Plan of Merger, dated as of October 3, 1996,         --
      by and among Petco, PASI Acquisition Corp. and Pet Food
      Warehouse, Inc. (1)                        
3.1   Amended and Restated Certificate of Incorporation, as              --
      amended. (1)    
3.2   Amended and Restated By-Laws. (2)                                  --
4.1   Form of Common Stock Certificate. (2)                              --
10.1  Credit Agreement, dated January 30, 1998 between the Company       --    
      and Union Bank, as Syndicating Agent. (3)
10.2  Term loan Agreement, dated January 29, 1996, between the           --
      Company and Union Bank. (4)
10.3  First Amendment to Term loan Agreement, dated April 24, 1997,      --   
      between the Company and Union Bank.(5)
10.4  Distribution Center Lease, dated March 24, 1994, between the       -- 
      Company and The Principal Mutual Life Insurance Company for     
      10401 Seventh Street, Rancho Cucamonga, California. (6)
10.5  Distribution Center Lease, dated July 1, 1997 between the          -- 
      Company and Knickerbocker Industrial Properties East LP for
      152 Dayton Jamesburg Road, South Brunswick, New Jersey. (3)           
10.6  Distribution Center Lease, dated February 20, 1998 between the     --
      Company and Industrial Developments International, Inc. for  
      3801 Rock Creek Boulevard, Joliet, Illinois. (3)
10.7  Distribution Center Lease, dated November 24, 1997 between         --
      the Company and Opus West Corporation for 4345 Parkhurst Street,
      Mira Loma, California. (3)
10.8  Master Equipment Lease Agreement, dated October 19, 1992,          -- 
      between the Company and Sanwa Business Credit Corporation. (2)
10.9  Master Equipment Lease Agreement, dated September 21, 1994,        --
      between the Company and General Electric Credit Corporation. (6)
10.10 Master Equipment Lease Agreement, dated March 10, 1995, between    -- 
      the Company and KeyCorp Leasing Ltd. (4)
10.11 Master Equipment Lease Agreement, dated November 15, 1995,         -- 
      between the Company and Fleet Credit Corporation. (4)
10.12 Master Lease Agreement, dated December 27, 1995, between the       -- 
      Company and Newcourt Financial USA, Inc. (4)
10.13 Master Lease Agreement, dated September 28, 1995, between the      -- 
      Company and USL Capital Corporation. (4)
10.14 Employment Letter Agreement, dated October 3, 1996, by and         -- 
      between Petco and Marvin W. Goldstein. (1)
10.15 Employment Agreement, dated March 17, 1996, between the Company    -- 
      and Brian K. Devine. (4)
10.16 Form of Indemnification Agreement between the Company and          -- 
      certain officers and directors. (2)
10.17 Form of Retention Agreement for executive officers. (3)            --
10.18 Form of Retention Agreement for officers. (3)                      --
10.19 Petco Animal Supplies 401(k) Plan. (2)                             --
10.20 The 1994 Stock Option and Restricted Stock Plan for Executive      --
      and Key Employees of Petco Animal Supplies, Inc., as amended. (7)
10.21 First Amendment to 1994 Stock Option and Restricted Stock Plan     -- 
      for Executive and Key Employees of Petco Animal Supplies, Inc. (5)
10.22 Petco Animal Supplies, Inc. Group Benefit Plan, dated July 29,     --
      1991, as amended. (4)
10.23 Petco Animal Supplies, Inc. Directors' 1994 Stock Option Plan,     --
      as amended. (4)
10.24 Form of Petco Animal Supplies, Inc. Nonstatutory Stock Option      -- 
      Agreement. (2)
10.25 Form of Petco Animal Supplies, Inc. Incentive Stock Option         --
      Agreement.  (2)



<PAGE> 3
10.26 Form of Petco Animal Supplies, Inc. Restricted Stock Agreement. (2)--
10.27 Form of Petco Animal Supplies, Inc. Nonstatutory Stock Option      --
      Agreement (Directors' 1994 Stock Option Plan).  (2)
10.28 The Pet Food Warehouse, Inc. 1993 Stock Option Plan (8)            --
10.29 Pet Food Warehouse, Inc. Amendment to 1993 Stock Option Plan. (9)  --
10.30 The PetCare Plus, Inc. 1989 Stock Option Plan (the "1989 Stock     --
      Option Plan"). (10)
10.31 Form of Incentive Stock Option Agreement under the 1989 Stock      --
      Option Plan. (10)
10.32 Form of Nonqualified Stock Option Agreement under the 1989         -- 
      Stock Option Plan. (10)
21.1	 Subsidiaries of the registrant. (3)                                --
23.1	 Consent of KPMG Peat Marwick LLP. (3)                              --
23.2	 Consent of Coopers & Lybrand L.L.P. (3)                            -- 
27.1	 Financial Data Schedule. (11)                                       5

_____________
(1) Filed as an exhibit to the Company's Registration Statement on Form S-4
    dated October 23, 1996, File No. 333-14699, including Amendment No. 1
    thereto dated November 20, 1996.
(2) Filed as an exhibit to the Company's Registration Statement on Form S-1 
    dated January 13, 1994, File No. 33-77094, including Amendment No. 1 
    thereto dated February 24, 1994 and Amendment No. 2 thereto dated March 
    11, 1994.
(3) Previously filed.
(4) Filed as an exhibit to the Company's Registration Statement on Form S-3   
    dated April 4, 1996, File No. 333-3156, including Amendment No. 1 
    thereto dated April 24, 1996.
(5) Filed as an exhibit to the Company's Current Report on Form 10-K dated 
    April 30, 1997.
(6) Filed as an exhibit to the Company's Registration Statement on Form S-1 
    dated March 31, 1995, File No. 33-90804, including Amendment No. 1 
    thereto dated April 27, 1995.
(7) Filed as an exhibit to the Company's Proxy Statement dated May 24, 1996 
    relating to the 1996 Annual Meeting of Stockholders of Petco.
(8) Filed as an exhibit to Pet Food Warehouse, Inc.'s Registration 
    Statement on Form SB-2 dated July 6, 1993, File No. 33-65734C, 
    including Amendment No. 1 thereto, dated effective August 13, 1993, 
    Post-Effective Amendment No. 1 thereto, dated January 7, 1994, Post-
    Effective Amendment No. 2 thereto, dated February 1, 1994, and Post-
    Effective Amendment No. 3 thereto, dated February 10, 1994.
(9) Filed as an exhibit to the Company's Registration Statement on Form S-8 
    dated February 26, 1997, File No. 333-14699.
(10)Filed as an exhibit to the Company's Registration Statement on Form S-8 
    dated March 20, 1998, File No. 333-48311.
(11)Filed herewith.


<PAGE> 4
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized, on the 
12th day of June, 1998.

                                  PETCO ANIMAL SUPPLIES, INC.


                                  By: /s/BRIAN K. DEVINE 
                                     -------------------------------------
                                     Brian K. Devine
                                     Chairman of the Board, President and
                                     Chief Executive Officer