Exhibit 10.18
 
RETENTION AGREEMENT


THIS RETENTION AGREEMENT ("Agreement") is effective as of March 22, 
1998, by and between Petco Animal Supplies, Inc. ("PETCO") and 
_________________("employee").  

A.	EMPLOYEE is currently employed by PETCO.  If the employment is 
pursuant to an Offer Letter of Employment ("Offer Letter"), a copy of the 
Offer Letter is attached hereto as Exhibit 1.

B.	Although PETCO presently anticipates no Change in Control, the 
Board of Directors wishes to plan for such a possibility and to ensure 
EMPLOYEE's continued dedication and efforts in such event without undue 
concern for personal, financial and employment security.

C.	The parties hereto desire to fulfill the above purpose 
according to the terms set forth in this Agreement.


AGREEMENT

In consideration of the mutual covenants set forth in this Agreement 
and other good and valuable consideration, the sufficiency of which is 
hereby acknowledged, the parties hereto agree as follows:

1. Definitions.  The following words and phrases as used in this 
Agreement shall have the following respective meanings.

1. Cause.  A termination of employment for ACause@ is a 
termination precipitated by EMPLOYEE's:

(i)	failure to substantially perform EMPLOYEE's duties with 
PETCO (other than due to incapacity resulting from 
physical or mental illness), which failure has continued 
for at least 30 days following receipt by EMPLOYEE of 
written notice specifying the failure to substantially 
perform,

 (ii)	engagement in conduct that is demonstrably and materially 
injurious to PETCO, monetarily or otherwise, which 
injurious conduct has continued for at least 30 days 
following EMPLOYEE's receipt of written notice specifying 
the injurious conduct and offering EMPLOYEE the 
opportunity to explain the conduct to the President/Chief 
Executive Officer; or 

(iii)	a material breach by Employee of any provision of this 
Agreement or the Offer Letter.


2. Change in Control.  A AChange in Control@ shall be deemed to 
occur:

(1) if any person or entity other than persons or entities 
currently owning more than five percent of PETCO's 
securities is or becomes the "beneficial owner" (as 
defined in rule 13d-3 of the Securities Exchange Act of 
1934), directly or indirectly, of securities of PETCO 
representing 50% or more of the combined voting power of 
PETCO's then outstanding securities;

(2) upon the approval by PETCO's stockholders and the 
consummation of a Transaction; or

(3) if, during any period, members of the Incumbent Board 
cease for any reason to constitute at least a majority of 
the Board.

Notwithstanding the foregoing, a Change in Control pursuant to 
subparagraphs (ii) and (iii) above shall not be deemed to occur 
if immediately following the consummation of a Transaction or 
other event approved by the Incumbent Board, holders of PETCO's 
voting securities immediately prior to a Transaction either 
continue to own at least 50% of the combined voting power of 
PETCO's then outstanding voting securities if PETCO survives 
the Transaction or then own voting securities representing at 
least 50% of the combined voting power of each surviving entity 
after a Transaction.

3. Good Reason.  Termination of employment by EMPLOYEE for "Good 
Reason" is a termination of employment due to the occurrence of 
any one of the following events or conditions:

(1) a material change in EMPLOYEE's status, title, position 
or responsibilities which in the EMPLOYEE's reasonable 
judgment represents a substantial reduction of the 
status, title, position or responsibilities in effect 
immediately prior to the change; 

(2) the assignment of EMPLOYEE to a position which requires 
EMPLOYEE to relocate permanently to a site outside of San 
Diego County; 

(3) assigning EMPLOYEE any duties or responsibilities (other 
than due to a promotion) which in the EMPLOYEE's 
reasonable judgment are inconsistent with his/her status, 
title, position or responsibilities; 


(4) any removal of EMPLOYEE from or failure to reappoint or 
reelect EMPLOYEE to his/her previously held position, 
except in connection with a promotion, the termination of 
employment for Cause, as a result of permanent disability 
(as determined by EMPLOYEE's eligibility to receive 
disability benefits under any long-term disability plan 
PETCO may then have in effect), as a result of EMPLOYEE's 
death, or by EMPLOYEE other than for Good Reason; or

(5) any material breach by PETCO of any provision of this 
Agreement or the Offer Letter.

4. Incumbent Board.  The "Incumbent Board" consists of the members 
of the Board of Directors of PETCO as of the date of this 
Agreement, to the extent they continue to serve as Board 
members and any individual who becomes a Board member after the 
date of this Agreement if (i) his or her election or nomination 
as a director was approved by a vote of at least two-thirds of 
the then Incumbent Board and such person does not own more than 
20% of PETCO's securities, or (ii) such individual is a 
representative of an institutional investor that either owns 
less than 20% of PETCO's securities or was represented on the 
Board as of the date of this Agreement. 

5. Severance Period.  The "Severance Period" is the six-month 
period beginning on the date of termination of EMPLOYEE's 
employment or such longer period as offered by the acquiring 
company consistent with acquiring company's policies and 
practices or industry practices at that time.

6. Transaction.  A "transaction" means a merger or consolidation, 
reorganization, distribution of assets to stockholders by spin-
off, split-up or otherwise, a sale or disposition of all or 
substantially all of PETCO's assets or a liquidation or 
dissolution of PETCO.

2. At-Will Employment.  Notwithstanding any of the provisions in the 
Agreement, EMPLOYEE and PETCO understand and expressly agree that 
EMPLOYEE's employment is not for a specified term and that, other 
than during the first year following a Change in Control, EMPLOYEE's 
employment may be terminated by PETCO or by EMPLOYEE at any time, 
with or without notice, and with or without cause.  EMPLOYEE and 
PETCO expressly agree that this provision is intended by EMPLOYEE and 
PETCO to be the complete and final expression of their understanding 
regarding the terms and conditions under which EMPLOYEE's employment 
may be terminated.  EMPLOYEE and PETCO further understand and agree 
that no representation contrary to this provision is valid, and that 
this provision may not be augmented, contradicted or modified in any 
way, except by a writing signed by EMPLOYEE and PETCO's president.

3. Severance


1. EMPLOYEE shall be entitled to receive from PETCO severance 
benefits in the amount provided in subsection b, below, if in 
connection with a Change in Control or within one year after a 
Change in Control, EMPLOYEE's employment with PETCO is 
terminated; provided, however, that EMPLOYEE will not be 
entitled to any severance benefits if EMPLOYEE's termination of 
employment is (i) for Cause, (ii) by reason of permanent 
disability (as determined by EMPLOYEE's eligibility to receive 
disability benefits under any long-term disability plan PETCO 
may then have in effect), (iii) initiated by EMPLOYEE for other 
than Good Reason or (iv) by reason of EMPLOYEE's death.  
Notwithstanding any other provision of this Agreement, the 
consummation of a Transaction in itself shall not be deemed a 
termination of employment entitling EMPLOYEE to severance 
benefits hereunder even if such event results in EMPLOYEE being 
employed by a different entity which assumes PETCO's 
obligations under this Agreement. 

2. If EMPLOYEE's services are terminated, entitling EMPLOYEE to 
severance benefits pursuant to subsection a, above, EMPLOYEE 
shall be entitled to the following benefits:

(1) During the Severance Period, PETCO shall continue to pay 
to EMPLOYEE base salary, less applicable withholding, at 
the rate and according to the payment schedule in place 
immediately prior to the termination of employment.


(2) During the Severance Period, PETCO shall continue on 
behalf of EMPLOYEE (and EMPLOYEE's dependents and 
beneficiaries) life insurance, disability insurance, and 
medical, dental, and automobile benefits, if any, which 
were being provided to EMPLOYEE at the time of 
termination of employment and the expense shall be 
allocated between PETCO and EMPLOYEE on the same basis as 
prior to the date of termination of employment.  The 
period of time during which such payments and 
continuation of coverage shall occur under this paragraph 
will run concurrently with any separate period of time 
during which the law requires continuation coverage.  The 
benefits provided pursuant to this subsection shall be no 
less favorable to EMPLOYEE than the coverage provided to 
EMPLOYEE under the plans providing such benefits at the 
time notice of termination was given to EMPLOYEE.  The 
obligation of PETCO under this subsection shall be 
limited to the extent that EMPLOYEE obtains any such 
benefits pursuant to a subsequent employer's benefit 
plans, in which case PETCO may reduce the coverage of any 
benefits it is required to provide EMPLOYEE under this 
subsection, as long as the aggregate coverage of the 
combined benefit plans is no less favorable to EMPLOYEE, 
in terms of amounts and deductibles and costs to 
EMPLOYEE, than the coverage required to be provided under 
this subsection.  This subsection shall not be 
interpreted so as to limit any benefits to which EMPLOYEE 
(or EMPLOYEE's dependents or beneficiaries) are entitled 
under any of PETCO's employee benefit plans, programs or 
practices following EMPLOYEE's date of termination of 
employment.  The provision of continued benefits to 
EMPLOYEE under this subsection shall not deprive EMPLOYEE 
of any independent statutory right to continue benefits 
coverage pursuant to sections 601 through 606 of the 
Employee Retirement Income Security Act of 1974, as 
amended; and

(3) On the date of termination of employment, PETCO shall pay 
EMPLOYEE an amount equal to the bonus, if any, EMPLOYEE 
would have received had EMPLOYEE remained in PETCO's 
employment during the Severance Period.  For purposes of 
this paragraph, the bonus is calculated as the greater of 
the prorata bonus norm or actual bonus earned. 

(4) The above provisions set forth the minimum severance 
benefits and do not prohibit better severance benefits 
being offered that are consistent with the acquiring 
company's policies and practices or industry practices at 
that time.

(5) Nothing in this Retention Agreement is meant to prohibit 
an employee from continuing to contribute to his or her 
401(k) plan during the Severance Period. 

4. Acceleration of Options.  Pursuant to the authority granted to the 
Board Committee under Section 4.7 of PETCO's 1994 Stock Option Plan 
(the "Plan"), in the event of the occurrence of a Change in Control, 
all of EMPLOYEE's rights to exercise option(s) granted under the Plan 
and held by EMPLOYEE at the time of the Change in Control shall 
immediately vest resulting in these option(s) becoming immediately 
exercisable for the period specified in the section of the respective 
option(s) relating to vesting of options,  if the period specified is 
less than three months, then three months after which time the 
option(s) shall expire.

5. Term of Agreement.  This Agreement shall continue in full force and 
effect until terminated as provided in this section.  This Agreement 
shall terminate on the earlier of:

1. July 31st of a year after 1996, if the Board of Directors by 
the affirmative vote of a majority of its members prior to 
May 1 of such year and prior to the occurrence or consideration 
of a specific Change in Control, has voted to terminate this 
Agreement; or


2. if EMPLOYEE's services are terminated prior to the occurrence 
of a Change in Control or after the first anniversary of a 
Change in Control, the date of such termination of services;

3. if EMPLOYEE's services are terminated upon or within the first 
year following a Change in Control under circumstances where 
EMPLOYEE would not be entitled to severance benefits pursuant 
to this Agreement, the date of such termination of services; or

4. after a Change in Control, the date on which any successor to 
PETCO has performed all of its obligations under Section 3 of 
this Agreement and EMPLOYEE has performed all of EMPLOYEE's 
obligations under Section 3 of this Agreement. 

6. Agreement Not to Use Trade Secrets.

1. Trade Secrets in General.  During the course of EMPLOYEE's 
employment, EMPLOYEE will have access to various trade secrets 
of PETCO.  A "Trade Secret" is information which is not 
generally known to the public and, as a result, is of economic 
benefit to PETCO in the conduct of its business.  EMPLOYEE and 
PETCO agree that Trade Secrets shall include, but not be 
limited to, all information developed or obtained by PETCO, 
comprising the following items, whether or not such items have 
been reduced to tangible form (e.g., physical writing):  all 
methods, technics, processes, ideas, trade names, service 
marks, slogans, forms, customer lists, pricing structures, 
menus, business forms, recipes, formulas, marketing programs 
and plans, layout and design, financial structure, operational 
methods and tactics, cost information, the identity of 
suppliers or customers of PETCO, customer lists, accounting 
procedures, databases, and any document, record or other 
information of PETCO relating to the above.  Trade Secrets 
include not only information belonging to PETCO which existed 
before the date of this Agreement, but also information 
developed by EMPLOYEE or PETCO or PETCO's employees during the 
term of this Agreement and thereafter.

2. Restriction on Use of Trade Secrets.  EMPLOYEE agrees that 
EMPLOYEE's use of trade secrets is subject to the following 
restrictions during the term of this Agreement and for an 
indefinite period thereafter, so long as the Trade Secrets have 
not become generally known to the public.


(1) Non-Disclosure.  EMPLOYEE will not publish or disclose, 
or allow to be published or disclosed, Trade Secrets to 
any person who is not an employee of PETCO unless such 
disclosure is necessary for the performance of EMPLOYEE's 
obligations under this Agreement.  Disclosure to someone 
who is not an employee of PETCO must first be authorized 
in writing by PETCO's president.

(2) Non-Removal.  EMPLOYEE will not remove any Trade Secrets 
from the office of PETCO or the premises of any facility 
in which PETCO is performing services, or allow such 
removal, unless permitted in writing by PETCO's 
president.

(3) Prohibition Against Unfair Competition.  At any time 
after the termination of EMPLOYEE's employment with PETCO 
for any reason, EMPLOYEE will not engage in competition 
with PETCO while making use of the Trade Secrets of 
PETCO.

3. Solicitation of Employees.  EMPLOYEE will be called upon to 
work closely with employees of PETCO in performing services 
under this Agreement.  EMPLOYEE expressly agrees that EMPLOYEE 
will not, during EMPLOYEE's employment with PETCO and for one 
year thereafter, solicit or take away any employee of PETCO.  
In addition, all information about such employees which becomes 
known to EMPLOYEE during the course of EMPLOYEE's employment 
with PETCO, and which is not otherwise known to the public, is 
a Trade Secret of PETCO and shall not be used by EMPLOYEE in 
soliciting or taking away employees of PETCO at any time during 
or after termination of EMPLOYEE's employment with PETCO.

4. Competition During Employment.  During EMPLOYEE's employment 
with PETCO, EMPLOYEE will not render services or give advice 
to, affiliate with (as employee, partner, consultant or 
otherwise) or invest or acquire any interest in, in whole or in 
significant part, any other person or organization which is 
engaged in or about to become engaged in franchising, 
developing, owning or operating a retail store specializing in 
pet food supplies and/or services (a "Conflicting 
Organization").  EMPLOYEE shall not, however, be prohibited 
from investing in securities of any Conflicting Organization 
that is listed on a national securities exchange or traded on 
the NASDAQ stock market, providing that EMPLOYEE does not own, 
or have the right to acquire, more than three percent of the 
outstanding voting securities of such company.


5. Return of Property.  Upon the termination of EMPLOYEE's 
employment for any reason, EMPLOYEE shall immediately deliver 
to PETCO all originals and copies of documents, records, 
computer disks, hard copy printouts of computer disks, software 
programs, keys, security access cards, credit cards, financial 
information, procedures, proposals, reports, computers, and 
other items and information within EMPLOYEE's possession or 
control, belonging to PETCO or in any way related to the 
business of PETCO or the services EMPLOYEE performed for PETCO, 
including, but not limited to, any and all of PETCO's Trade 
Secrets.

6. Violations of Trade Secrets, Solicitation, Competition Clauses 
and/or Return of Property.  EMPLOYEE agrees and acknowledges 
that the violation of any of the provisions contained in 
Section 6 would cause irreparable injury to PETCO, that the 
remedy at law for any violation or threatened violation thereof 
would be inadequate and PETCO shall be entitled to temporary 
and permanent injunctive or other equitable relief without the 
necessity of proving actual damages.  EMPLOYEE agrees that such 
relief shall be available in a court of law regardless of the 
arbitration provision contained in Section 14 of this 
Agreement.  In any proceeding by PETCO to enforce any of the 
provisions contained in Section 6, the prevailing party shall 
be entitled to reimbursement of all costs and reasonable 
attorneys' fees incurred in such litigation.

7. Successors.  This Agreement shall bind, and then be enforced by, any 
successor (whether direct or indirect, by purchase, merger, 
consolidation or otherwise) to all or substantially all of the 
business or assets of PETCO, in the same manner and to the same 
extent that PETCO would be obligated under or entitled to enforce 
this Agreement if no succession had taken place.  In the case of any 
Transaction in which a successor would not by the foregoing provision 
or by operation of law be bound by this Agreement, PETCO shall use 
its best efforts to require such successor expressly and 
unconditionally to assume and agree to perform PETCO's obligations 
under this Agreement, in the same manner and to the same extent that 
PETCO would be required to perform if no such succession had taken 
place unless PETCO previously arranged to establish an escrow to 
satisfy its obligations thereunder.

8. Entire Agreement.  Except as otherwise provided for in this 
Agreement, this Agreement, together with the Offer Letter, if any, 
represents the only agreement among the parties concerning the 
subject matter hereof and supersedes all prior agreements whether 
written or oral, relating thereto; provided, however, that the terms 
of the option(s) granted to EMPLOYEE under the Plan are not 
superseded except to the extent that this Agreement provides 
severance compensation and benefits which are greater than under the 
Offer Letters and that this Agreement restricts competition with 
PETCO for a longer period than under the option(s) or the Offer 
Letters in either of which case the provision of this Agreement shall 
govern.

9. Assignment.  This Agreement shall not be assignable by EMPLOYEE.  Any 
and all assignments of this Agreement or any interest therein by 
EMPLOYEE shall be void.


10. No Waiver.  Any waiver of any term or condition of this Agreement by 
either party shall not operate as a waiver of any continued breach of 
such term or condition, or any other term or condition, nor shall any 
failure to enforce a provision of this Agreement operate as a waiver 
of such provision or of any other provision of this Agreement. 

11. Captions.  The captions and headings of this Agreement are for 
convenience only and shall in no way limit or otherwise affect any of 
the terms or provisions contained herein.

12. Severability.  Should any provision of this Agreement, or its 
application, to any extent be held invalid or unenforceable, the 
remainder of this Agreement and its application, excluding such 
invalid or unenforceable provisions shall not be affected by such 
exclusion and shall continue to be valid and enforceable to the 
fullest extent permitted by law or equity.

13. Governing Law.  This Agreement shall for all purposes be governed and 
interpreted in accordance with the laws of the State of California.

14. Arbitration.  Any dispute arising out of or relating to this 
Agreement or the alleged breach of it, or the making of this 
Agreement, including claims of fraud in the inducement, shall be 
discussed between the disputing parties in a good faith effort to 
arrive at a mutual settlement of any such controversy.  If, the 
dispute cannot be resolved, it shall be settled by binding 
arbitration.  Judgment upon the award rendered by the arbitrator may 
be entered in any court having jurisdiction thereof.  Arbitration 
will be conducted pursuant to the provisions of this Agreement, and 
the Commercial Arbitration Rules of the American Arbitration 
Association, unless such rules are inconsistent with the provisions 
of this Agreement.  Limited civil discovery shall be permitted for 
the production of documents and taking of depositions.  Unresolved 
discovery disputes may be brought to the attention of the arbitrator 
who may dispose of such dispute.  The arbitrator shall have the 
authority to award any remedy or relief that a court of this state 
could order or grant.  The arbitrator may award to the prevailing 
party, if any, as determined by the arbitrator, all of its costs and 
fees, including the arbitrator's fees, administrative fees, travel 
expenses, out-of-pocket expenses and reasonable attorneys' fees.  
Unless otherwise agreed by the parties, the place of any arbitration 
proceedings shall be San Diego County, California.

15. Amendments.  No amendment or modification of these terms or 
conditions of this Agreement shall be valid unless in writing and 
signed by the parties hereto.

16. Counterparts.  This Agreement may be executed in counterparts, and if 
so executed, each such counterpart shall have the force and effect of 
an original.

17. Notices.  Any notice required or permitted to be given under this 
Agreement shall be sufficient, if in writing, sent by mail to his/her 
residence in the case of the EMPLOYEE, or hand delivered to the 
EMPLOYEE, or to PETCO's principal office (corporate office) in the 
case of PETCO.

18. Construction.  This Agreement shall not be construed against any 
party on the grounds that such party drafted the Agreement or caused 
it to be drafted.

19. Authority to Sign.  Each individual signing this Agreement directly 
and expressly warrants that he/she has been given and has received 
and accepted authority to sign and execute the Agreement on behalf of 
the party for whom it is indicated he/she has signed, and further has 
been expressly given and received and accepted authority to enter 
into a binding agreement on behalf of such party with respect to the 
matters contained herein and as stated herein.

20. Acknowledgment.  EMPLOYEE acknowledges that EMPLOYEE has been advised 
by PETCO to consult with independent counsel of EMPLOYEE's own 
choice, at EMPLOYEE's expense, concerning this Agreement, that 
EMPLOYEE has had the opportunity to do so, and that EMPLOYEE has 
taken advantage of that opportunity to the extent that EMPLOYEE 
desires.  EMPLOYEE further acknowledges that EMPLOYEE has read and 
understands this Agreement, is fully aware of its legal effect, and 
has entered into it freely based on EMPLOYEE's own judgment.

IN WITNESS HEREOF, the parties have executed this Agreement as of the date 
set forth above.


PETCO ANIMAL SUPPLIES, INC.


By: 	
   -------------------------
Its: 	
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EMPLOYEE


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