EXHIBIT 10.3


                   SECOND AMENDMENT TO CREDIT AGREEMENT


     This Second Amendment to Credit Agreement (this "Amendment"), dated as 
of October 30, 1998, is entered into among PETCO ANIMAL SUPPLIES, INC., a 
Delaware corporation (the "Borrower"), the Lenders referred to below, and 
UNION BANK OF CALIFORNIA, N.A., as administrative agent, arranger and 
syndication agent such Lenders (the "Agent").

                                 RECITALS

     A.  The Borrower, the financial institutions party thereto (the 
"Lenders") and the Agent previously entered into that certain Credit 
Agreement dated as of January 30, 1998, as amended by a First Amendment to 
Credit Agreement dated as of February 16, 1998 (as so amended, the "Credit 
Agreement").  Capitalized terms used herein and not defined shall have the 
meanings assigned to them in the Credit Agreement.

     B.  The Borrower has requested that the Lenders and the Agent amend 
the Credit Agreement to change the Capital Expenditures covenant, alter the 
investments permitted to be made by the Borrower and make certain other 
changes as set forth below.  The Lenders and the Agent have agreed to such 
changes, subject to the terms and conditions set forth herein. 

     Accordingly, the parties hereto agree as follows:


                                 AGREEMENT

     Section 1.  Amendments to the Credit Agreement.  The Credit Agreement 
shall be amended as follows:

     (a)  In Article 1 of the Credit Agreement, the following new 
definition is added in appropriate alphabetical order:

          "Petcetera L.P." means Canadian Petcetera Limited Partnership, a
     Canadian limited partnership.

     (b)  The following sentence is added to the end of the definition of 
"Subsidiary" contained in Article 1:  "Notwithstanding the foregoing, 
Petcetera L.P. shall not be considered to be a Subsidiary of the Borrower 
for purposes of this Agreement."

     (c)  Section 6.17 of the Credit Agreement is, effective as of the date 
first set forth above, amended in its entirety to read as follows:

          "6.17 Capital Expenditures.  The Borrower will not, and will not
     permit any Subsidiary to, make or commit to make (by way of the
     acquisition of securities of a person or entity or otherwise) any
     


<PAGE> 2
     Capital Expenditure, except for Capital Expenditures not exceeding (i)
     in fiscal year 1998, $73,000,000 in the aggregate, (ii) in fiscal year
     1999, $35,000,000 in the aggregate, (iii) in fiscal year 2000,
     $55,000,000 in the aggregate, (iv) in fiscal year 2001, $55,000,000 in
     the aggregate and (v) in fiscal year 2002, $55,000,000 in the
     aggregate, and with respect to each fiscal year specified in clauses
     (ii), (iii), (iv) and (v) above, an additional aggregate amount equal
     to the amount (if any) by which the actual Capital Expenditures in the
     immediately preceding fiscal year were less than those permitted under
     clauses (i), (ii), (iii) and (iv) above, as applicable.
     Notwithstanding the foregoing, any Capital Expenditure made by a
     Person which is the subject of an Acquisition by the Borrower, prior
     to such Acquisition, shall not be included in determining compliance
     by the Borrower and its Subsidiaries with this Section."

     (d)  Section 6.23 of the Credit Agreement is, effective as of the date 
first set forth above, amended in its entirety to read as follows:

          "6.23  Loans, Advances and Guaranties.  The Borrower will not,
     and will not permit any Subsidiary to, except in the ordinary course
     of business as currently conducted and subject to Section 6.28, make
     any loans or advances, become a guarantor or surety, pledge its credit
     or properties in any manner or extend credit; provided that the
     foregoing shall not be construed as a limitation on guaranties or any
     Liens permitted hereunder.  

          Notwithstanding the foregoing, the Borrower may (i)  make loans
     and advances to or on behalf of Canadian Petcetera Warehouse Inc.
     (collectively, the "Petcetera Loans") in an aggregate principal amount
     not to exceed $7,000,000, (ii) make loans (collectively, "OHR Loans")
     to O'Neill Hotels and Resorts in an aggregate principal amount not to
     exceed $7,000,000 (provided that interest on the OHR Loans is prepaid
     as follows (the "Mandatory Interest Prepayments"): (x) in the amount
     of at least $620,000 within three Business Days of the making of any
     OHR Loans and (y) in an additional amount, by February 1, 1999, such
     that the total amount of Mandatory Interest Prepayments made on or
     before such date shall be at least $1,240,000) and (iii) make equity
     investments as a limited partner in Petcetera L.P.; provided that the
     aggregate principal amount of Petcetera Loans, plus OHR Loans (less
     any such prepayments of interest) plus the amount of any equity
     investments under clause (iii) shall not exceed an aggregate amount of
     $12,000,000 (or, for the period from the making of the first OHR Loans
     to the date which is three Business Days after the making of the first
     OHR Loans, $14,000,000) at any time.  The Borrower shall give the
     


<PAGE> 3
     Agent written and telephonic notice of the making of any OHR Loans
     within one Business Day of the making of any such loans.  The Borrower
     shall cause each Mandatory Interest Prepayment to be wire transferred
     directly to the Agent and immediately used to prepay Revolving Loans."

     (e)  Section 6.28 of the Credit Agreement is, effective as of the date 
first set forth above, amended in its entirety to read as follows:

          "6.28  Lease Obligations.  The Borrower shall not and shall not
     permit any of its Subsidiaries to, create, incur, guaranty or suffer
     to exist, any obligations as lessee for the payment of lease expenses
     for any real or personal property under leases or arrangements to
     lease (collectively, "Lease Obligations"), other than rental expense
     with respect to Capitalized Lease obligations and long-term operating
     leases.  Notwithstanding the foregoing, the Borrower shall not and
     shall not permit any of its Subsidiaries to, create, incur, guaranty
     or suffer to exist any Lease Obligations in Canada without the prior
     written consent of the Lenders, except for those in existence on July
     31, 1998 and disclosed to the Agent in writing."

     Section 2.  Conditions Precedent to Effectiveness of This Amendment.  
This Amendment shall become effective as of the date first set forth above 
upon receipt by the Agent of the following, each in form and substance 
satisfactory to the Agent:

     (a)  this Amendment executed by the Borrower, the Agent and the 
Required Lenders; and
 
     (b)  a Consent and Acknowledgement executed by each Guarantor.

     Section 3.  Representations and Warranties.  The Borrower represents 
and warrants to the Agent and the Lenders (and for the benefit of any other 
lender from time to time party to the Credit Agreement) as follows: 

          (a)  the execution, delivery and performance of this Amendment 
have been duly authorized and approved by all necessary action; 

          (b)  this Amendment constitutes the legal, valid and binding 
obligation of the Borrower, enforceable against the Borrower in accordance 
with its terms, except as the enforceability thereof may be limited by 
bankruptcy, insolvency, reorganization, moratorium or other similar laws 
affecting creditors' rights generally;

          (c)  the representations and warranties contained in Article 5 of 
the Credit Agreement are true and correct on and as of the date hereof as 
though made on and as of the date hereof, except to the extent any such 



<PAGE> 4
representation or warranty is stated to relate solely to an earlier date, 
in which case such representation or warranty shall be true and correct on 
and as of such earlier date; and 

          (d)  no Event of Default, and no event which, with the giving of 
notice or lapse of time or both, would constitute an Event of Default has 
occurred and is continuing.

     Section 4.  Miscellaneous.  

          (a)  Except as expressly set forth herein, all provisions of the 
Credit Agreement and the other Loan Documents shall continue in full force 
and effect except that each reference to "the Credit Agreement" or words of 
like import in any Loan Document shall mean and be a reference to the 
Credit Agreement, as amended hereby.

          (b)  This Amendment may be executed in any number of counterparts 
and by different parties hereto on separate counterparts, each of which 
counterparts so executed and delivered shall be deemed to be an original, 
and all of which counterparts, taken together, shall constitute but one and 
the same Amendment.

          (c)  This Amendment and the rights and obligations of the parties 
under this Amendment shall be governed by, and construed and interpreted in 
accordance with, the law of the State of California.





<PAGE> 5
     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to 
be duly executed by their respective duly authorized representatives as of 
the date first above written.



                              PETCO ANIMAL SUPPLIES, INC.


                              By: /s/ James M. Myers
                                 -----------------------------------
                              Name: James M. Myers
                                    --------------------------------
                              Title: Senior Vice President - Finance
                                     ------------------------------- 


                              UNION BANK OF CALIFORNIA, N.A.,
                              as Agent and as a Lender



                              By: /s/ Myra Juetten
                                 -----------------------------------
                              Name: Myra Juetten
                                    --------------------------------
                              Title: Vice President
                                     ------------------------------- 




                              U.S. NATIONAL BANK OF OREGON



                              By: /s/ Janet Jordan
                                 -----------------------------------
                              Name: Janet Jordan
                                    --------------------------------
                              Title: Vice President
                                     ------------------------------- 





<PAGE> 6



                              LASALLE NATIONAL BANK


                              By: /s/ Carol Morse
                                 -----------------------------------
                              Name: Carol Morse
                                    --------------------------------
                              Title: First Vice President
                                     ------------------------------- 




                              CREDIT LYONNAIS



                              By: 
                                 -----------------------------------
                              Name: 
                                    --------------------------------
                              Title: 
                                     ------------------------------- 





                              CALIFORNIA UNITED BANK


                              By: /s/ Brent Wiblin
                                 -----------------------------------
                              Name: Brent Wiblin
                                    --------------------------------
                              Title: First Vice President
                                     ------------------------------- 





                              SUMITOMO BANK OF CALIFORNIA	



                              By: 
                                 -----------------------------------
                              Name: 
                                    --------------------------------
                              Title:
                                     -------------------------------