Exhibit 10.16 
 
 
FIRST AMENDMENT 
TO 
1994 STOCK OPTION AND RESTRICTED STOCK PLAN 
FOR EXECUTIVE AND KEY EMPLOYEES OF 
PETCO ANIMAL SUPPLIES, INC. 
 
	Pursuant to the authority reserved to the Stock Option and  
Compensation Committee (the "Committee") of the Board of Directors of Petco  
Animal Supplies, Inc. (the "Company") under Section 9.2 of the 1994 Stock  
Option and Restricted Stock Plan for Executive and Key Employees of Petco  
Animal Supplies, Inc. (the "Plan"), the Committee hereby amends the Plan as  
follows: 
 
	1.  Article I of the Plan is amended by the addition thereto of a new  
Section 1.1, to read, in its entirety, as follows: 
 
	Section 1.1 -- Additional Option 
 
		"Additional Option" means an Option granted to an  
Optionee to purchase a number of shares of Common Stock equal to the  
number of shares of Common Stock tendered or relinquished by the  
Optionee in payment of the exercise price upon exercise of an Option  
and/or the number of shares of Common Stock tendered or relinquished  
in payment of the amount to be withheld under applicable federal,  
state and local income tax laws in connection with the exercise of an  
Option as described in Article XI. 
 
	2.  Article I of the Plan is amended by the addition thereto of a new  
Section 1.2, to read, in its entirety, as follows: 
 
	Section 1.2 -- Additional Option Feature 
 
		"Additional Option Feature" means a feature of an Option  
that provides for the automatic grant of an Additional Option in  
accordance with the provisions described in Article XI. 
 
	3.  Existing Sections 1.1 through 1.22, inclusive, of the Plan are  
amended by redesignating such Sections as Sections 1.3 through 1.24. 
 
	4.  Section 5.3(b)(ii) of the Plan is amended to read, in its  
entirety, as follows: 
 
		(ii)  With the consent of the Committee, (A) shares of  
the Company's Common Stock owned by the Optionee duly endorsed for  
transfer to the Company, or (B) shares of the Company's Common Stock  
issuable to the Optionee upon exercise of the Option, with a fair  
market value (as determined under Section 4.2(b)) on the date of  
Option exercise equal to the aggregate Option price of the shares  
with respect to which such Option or portion is thereby exercised; or 
 
	5.	Section 5.3(c) of the Plan is amended to read, in its entirety,  
as follows: 
 
		(c)  The payment to the Company (or other employer  
corporation) of all amounts which it is required to withhold under  
federal, state or local law in connection with the exercise of the  
Option; with the consent of the Committee, (i) shares of the  
Company's Common Stock owned by the Optionee duly endorsed for  
transfer, or (ii) shares of the Company's Common Stock issuable to  
the Optionee upon exercise of the Option, valued at fair market value  
(as determined under Section 4.2(b)) as of the date of Option  
exercise, may be used to make all or part of such payment; 
 
	6.	Section 5.4 of the Plan is amended by deleting it in its  
entirety. 
 
	7.	Sections 5.5 through 5.7, inclusive, of the Plan are amended by  
redesignating such Sections as Sections 5.4 through 5.6. 
 
	8.	Section 6.2 of the Plan is amended to read, in its entirety, as  
follows: 
 
	Section 6.2 -- Exercise of Stock Appreciation Rights 
 
		Except in the case of death or disability (within the  
meaning of Section 22(e)(3) of the Code) of the Optionee, no Stock  
Appreciation Right shall be exercisable during the first six months  
after a Stock Appreciation Right is granted with respect to an  
outstanding Option. 
 
	9.	The first sentence of Section 9.1 of the Plan is amended to  
read, in its entirety, as follows: 
 
		The Stock Option Committee shall consist of two or more  
Non-Employee Directors, appointed by and holding office at the  
pleasure of the Board, each of whom is both a "non-employee director"  
as defined by Rule 16b-3 and an "outside director" for purposes of  
Section 162(m) of the Code. 
 
	10.	The Plan is amended by the addition thereto after the end of  
Article X of the following: 
 
ARTICLE XI 
Additional Options 
 
Section 11.1 -- Additional Options 
 
		(a)  The Committee may, at or after the date of grant of  
an Option, grant Additional Options.  Additional Options may be  
granted with respect to any outstanding Option. 
 
		(b)  If, with the consent of the Committee pursuant to  
Section 5.3(b)(ii), an Optionee exercises an Option that has an  
Additional Option Feature by tendering or relinquishing shares of  
Common Stock and/or when shares of Common Stock are tendered or  
relinquished in payment for the amount to be withheld under  
applicable federal, state and local income tax laws (at withholding  
rates not to exceed the Optionee's applicable marginal tax rates) in  
connection with the exercise of an Option, the Optionee shall  
automatically be granted an Additional Option.  The Additional Option  
shall be subject to the following provisions: 
 
		(i)  The Additional Option shall cover the number  
of shares of Common Stock equal to the sum of (A) the number of  
shares of Common Stock tendered or relinquished as  
consideration upon the exercise of the Option to which such  
Additional Option Feature relates, and (B) the number of shares  
of Common Stock tendered or relinquished in payment of the  
amount to be withheld under applicable federal, state and local  
income tax laws in connection with the exercise of the Option  
to which such Additional Option Feature relates; 
 
		(ii)  The Additional Option will have an Additional  
Option Feature unless the Committee directs otherwise; 
 
		(iii)  The Additional Option exercise price shall  
be 100% of the fair market value per share (as determined under  
Section 4.2(b)) on the date the Employee tenders or  
relinquishes shares of Common Stock to exercise the Option that  
has the Additional Option Feature and/or tenders or  
relinquishes shares of Common Stock in payment of income tax  
withholding on the exercise of an Option that has the  
Additional Option Feature; and 
 
		(iv)  The Additional Option shall have the same  
termination date and other termination provisions as the  
underlying Option that had the Additional Option Feature. 
 
	11.	In all other respects the Plan shall remain in full force and  
effect as originally adopted.