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 29, 2000                                  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:
                                 (858) 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: |X|

As of May 24, 2000, there were outstanding 21,107,616 shares of the Registrant's
Common Stock,  $0.0001 par value. As of that date, the aggregate market value of
the voting stock held by  non-affiliates  of the  Registrant  was  approximately
$392,469,735.

     PETCO Animal Supplies,  Inc. ("PETCO" or the "Company") hereby amends Items
10, 11, 12 and 13 of its Form 10-K for the fiscal year ending  January 29, 2000,
as filed with the  Securities  and Exchange  Commission on April 13, 2000.  Each
such item is set forth in its entirety, as amended.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The directors  and  executive  officers of the Company and their ages as of
May 24, 2000 are as follows:

   Name                   Age   Present Position With The Company
   ----                   ---   ---------------------------------
   Brian K. Devine         58   Chairman, President
                                and Chief Executive Officer
   Bruce C. Hall           55   Executive Vice President, Operations
   Janet D. Mitchell       44   Senior Vice President, Human Resources
                                and Administration
   James M. Myers          42   Senior Vice President
                                and Chief Financial Officer
   William M. Woodard      51   Senior Vice President, Business Development
   Andrew G. Galef         67   Director
   Richard J. Lynch, Jr.   48   Director
   James F. McCann         48   Director
   Peter M. Starrett       52   Director

     BRIAN K. DEVINE,  Chairman,  President and Chief Executive Officer,  joined
the Company in August 1990 and has served as Chairman since January 1994.  Prior
to joining the Company,  Mr. Devine was  President of Krause's  Sofa Factory,  a
furniture  retailer and  manufacturer,  from 1988 to 1989. From 1970 until 1988,
Mr.  Devine held various  positions  with Toys 'R' Us, a retailer of  children's
toys,  including  Senior  Vice  President,  Director  of Stores and Senior  Vice
President,  Growth,  Development and Operations. Mr. Devine serves as a Director
of  Petopia.com,  Inc., a privately  held retailer of pet food and supplies that
has  filed an S-1  registration  statement  with  the  Securities  and  Exchange
Commission  for an initial  public  offering of shares of its common stock.  Mr.
Devine also serves as a Director of Wild Oats  Markets,  Inc.,  a publicly  held
retailer and  distributor  of natural  foods,  the National  Retail  Federation,
International  Mass  Retail   Association,   Students  in  Free  Enterprise  and
Georgetown  University  College  Board of Advisors.  Mr. Devine  graduated  from
Georgetown University with a degree in economics. Mr. Devine's term of office as
Chairman expires at the 2001 Annual Meeting of Stockholders.

     BRUCE C. HALL, Executive Vice President,  Operations, joined the Company in
April  1997.  Mr.  Hall  spent 34 years  from  1963 to 1997  with Toys 'R' Us, a
retailer  of  children's  toys,  where  he  progressively  advanced  from  field
operations  through a number of positions,  including  Senior Vice  President of
Operations.

     JANET  D.   MITCHELL,   Senior  Vice   President,   Human   Resources   and
Administration,  joined the Company in  February  1989.  From 1989 to 1998,  Ms.
Mitchell  served as Vice  President,  Human  Resources.  From 1981 to 1989,  Ms.
Mitchell held various management positions in human resources with the Southland
Corporation's  7-Eleven  division.  From 1978 to 1981, Ms. Mitchell held various
positions  with  the  El  Torito  Restaurant  chain.  Ms.  Mitchell  received  a
bachelor's degree from California State University, San Diego.

     JAMES M. MYERS,  Senior Vice President and Chief Financial Officer,  joined
the  Company in May 1990.  From 1996 to 1998,  Mr.  Myers  served as Senior Vice
President,  Finance  and prior to that as Vice  President,  Finance  and as Vice
President  and  Controller  of the  Company.  From 1980 to 1990,  Mr. Myers held
various  positions  at the  accounting  firm KPMG LLP,  including  Senior  Audit
Manager.  Mr. Myers is a CPA and received an accounting degree from John Carroll
University.

     WILLIAM M. WOODARD, Senior Vice President, Business Development, joined the
Company in January 1991.  From 1991 to 1999,  Mr.  Woodard served as Senior Vice
President, Store Operations.  From 1987 to 1990, Mr. Woodard was Vice President,
Director of  Marketing at J. M. Jones,  Inc., a wholesale  division of SuperValu
Stores,  Inc.  From 1970 to 1987,  Mr.  Woodard was employed by Safeway  Stores,
Inc., a grocery retailer,  in a number of positions  including Retail Operations
Manager and Marketing  Operations  Manager.  Mr. Woodard serves as a Director of
Petopia.com,  Inc., a privately  held retailer of pet food and supplies that has
filed an S-1 registration  statement with the Securities and Exchange Commission
for an initial public offering of shares of its common stock.  Mr. Woodard holds
an administrative management degree from North Texas State University and an MBA
in marketing from the University of Southern California.

     ANDREW G. GALEF has served as a Director  since 1988 and was Chairman  from
1988 to January 1994. Mr. Galef has been President of The Spectrum  Group,  Inc.
("Spectrum"),  a private investment and management firm, since its incorporation
in 1978.  Mr.  Galef has served as Chairman of MagneTek,  Inc., a publicly  held
electrical  equipment  company,  since July 1984 and was Chief Executive Officer
from 1984 to 1989,  from 1993 to 1996, and from 1999 to present.  Mr. Galef also
serves as a Director of Warnaco,  Inc., a publicly held apparel company, and was
Chairman of that  company  from April 1986 to August  1991.  Mr. Galef served as
Chairman of Exide  Corporation  from July 1982 to June 1989 and was  Chairman of
Aviall,  Inc.  and its  predecessor  company  from 1979 to 1985.  Mr. Galef is a
graduate of Harvard  Business  School and Amherst  College.  Mr. Galef's term of
office expires at the 2002 Annual Meeting of Stockholders.

     RICHARD J. LYNCH,  Jr. has served as a Director since May 1997. Since July,
1999 Mr. Lynch has served as Chief  Executive  Officer of  Hechinger  Investment
Company of Delaware,  Inc., a publicly held home improvement  retailer currently
being liquidated in bankruptcy. From 1988 to 1998, Mr. Lynch served as President
and Chief Operating Officer and a director of The Sports  Authority,  a publicly
held retailer of sporting goods. Before joining The Sports Authority,  Mr. Lynch
was Executive Vice President & CFO of Sportsclub,  Inc. Prior to that, he served
as Senior Vice  President  & CFO of W.R.  Grace's  chain of 88 home  improvement
centers.  Other retail  experience  includes  assignments with Gimbels' New York
Division,  Bloomingdale's and Abraham & Strauss.  Mr. Lynch served as a Director
of Thrifty Payless,  a publicly held drugstore chain,  from May 1995 to December
1996.  Mr.  Lynch  holds  an MBA  degree  from  Harvard  Business  School  and a
bachelor's  degree from Duke  University.  Mr. Lynch's term of office expires at
the 2000 Annual Meeting of Stockholders.

     JAMES F.  McCANN  has served as a Director  since May 1997.  Mr.  McCann is
President of 1-800-FLOWERS.COM where he has been employed since 1987. Mr. McCann
also serves as a Director of Gateway 2000, a publicly held maker and distributor
of personal computers,  Office Max, a publicly held retailer of office supplies,
the National  Retail  Federation,  Hofstra  University  and Winthrop  University
Hospital. In addition,  Mr. McCann has previously been named Entrepreneur of the
Year by  Merrill  Lynch  and  Retailer  of the  Year by  Chain  Store  Executive
Magazine. Mr. McCann is a graduate of John Jay College at City University of New
York.  Mr.  McCann's  term of  office  expires  at the 2000  Annual  Meeting  of
Stockholders.

     PETER M.  STARRETT  has served as a Director  since 1994.  Mr.  Starrett is
President of Peter  Starrett  Associates,  a retail  advisory firm he founded in
August 1998.  Prior to that, Mr.  Starrett was President of Warner Bros.  Studio
Stores  Worldwide  and was  employed by Warner Bros.  from 1990 to 1998.  Before
joining Warner Bros.,  Mr.  Starrett held various  executive  positions with May
Department Stores and Federated Department Stores, including serving as Chairman
and Chief  Executive  Officer  of  Federated's  Specialty  Store  Division.  Mr.
Starrett  also  serves as a Director of Guitar  Center,  Inc.,  a publicly  held
retailer of musical  instruments,  Advance Auto, Inc., The Pantry, Inc., and AFC
Enterprises,  Inc. Mr. Starrett is a graduate of Harvard Business School and the
University of Denver.  Mr.  Starrett's term of office expires at the 2001 Annual
Meeting of Stockholders.

Compensation of Directors

     Directors of the Company are reimbursed for expenses  actually  incurred in
attending  meetings  of the  Board  of  Directors  and its  committees.  Outside
directors  are paid an annual  fee of $6,000 and  attendance  fees of $2,500 per
meeting  ($750  for  telephonic  meetings)  and  $750 per  separately  scheduled
committee meeting (including  telephonic  meetings).  In lieu of cash, such fees
may be paid at the  election  of the  director  through  the  grant  of  options
exercisable  on the date of grant at an exercise  price equal to 85% of the fair
market value of the shares  subject to the option or, up to 50% of such fees may
be paid in the form of Common Stock.  Outside  directors also receive an initial
grant of options to purchase 4,500 shares of Common Stock and an annual grant of
options to purchase 1,500 shares of Common Stock under the Directors' 1994 Stock
Option Plan.

SECTION 16(a) REPORTING

     Under Section 16(a) of the Exchange Act, directors,  executive officers and
beneficial owners of 10% or more of the Common Stock  ("Reporting  Persons") are
required to report to the Securities  and Exchange  Commission on a timely basis
the  initiation  of their  status as a  Reporting  Person and any  changes  with
respect to their beneficial  ownership of the Common Stock.  Based solely on its
review of such forms  received by it, or written  representations  from  certain
Reporting  Persons that no such forms were required,  the Company  believes that
all filing  requirements  applicable to its  directors,  executive  officers and
beneficial  owners of 10% or more of the Common Stock were  complied with during
fiscal 1999.

ITEM 11.  EXECUTIVE COMPENSATION

     The  following  table sets forth  certain  summary  information  concerning
compensation  earned by or paid to or awarded to the Company's  Chief  Executive
Officer and the four other most  highly  compensated  executive  officers of the
Company in fiscal 1999, fiscal 1998 and fiscal 1997. Unless otherwise indicated,
all  references  herein to a fiscal  year refer to the fiscal year ending on the
Saturday closest to January 31 of the following year. For example, references to
fiscal 1999 refer to the fiscal year beginning on January 31, 1999 and ending on
January 29, 2000.

                           Summary Compensation Table

                                                    Long-Term
                                                   Compensation
                                                      Awards
                                                   ------------
                                                    Number of
                                    Fiscal Year     Securities
Name and                  Fiscal    Compensation    Underlying   All Other
                                 ------------------
Principal Position(s)      Year  Salary     Bonus    Options   Compensation
---------------------------------------------------------------------------
Brian K. Devine            1999 $485,000 $1,125,200   100,000   $11,627 (1)
 Chairman, President       1998  450,000    112,500   100,000    16,451
 and CEO                   1997  450,000    450,000   100,000    13,021

Bruce C. Hall              1999  275,000    510,400    50,000    10,276 (2)
 Executive Vice President, 1998  253,450    203,200    50,000     9,961
 Operations                1997  186,000     59,800    87,500     2,916

Janet D. Mitchell          1999  150,000    174,000    25,000     4,819 (3)
 Senior Vice President,    1998  134,400     16,900    25,000     3,470
 Human Resources and       1997  103,800     21,000     4,000     1,871
 Administration

James M. Myers             1999  213,000    247,080    25,000     5,905 (4)
 Senior Vice President and 1998  184,900     25,400    25,000     5,712
 Chief Financial Officer   1997  158,000     79,000    25,000     3,153

William M. Woodard         1999  220,000    255,200    25,000     7,094 (5)
 Senior Vice President     1998  203,000     25,400    25,000     9,344
 Business Development      1997  203,000    101,500    25,000     4,923
----------

(1)Includes (i) $4,867,  representing the Company's  contributions to the 401(k)
     Plan (as hereinafter defined), and (ii) $6,760,  representing the Company's
     payment of premiums on term life insurance.

(2)Includes (i) $3,559,  representing the Company's  contributions to the 401(k)
     Plan, and (ii) $6,717,  representing  the Company's  payment of premiums on
     term life insurance.

(3)Includes (i) $4,031,  representing the Company's  contributions to the 401(k)
     Plan, and (ii) $788, representing the Company's payment of premiums on term
     life insurance.

(4)Includes (i) $4,777,  representing the Company's  contributions to the 401(k)
     Plan, and (ii) $1,128,  representing  the Company's  payment of premiums on
     term life insurance.

(5)Includes (i) $4,074,  representing the Company's  contributions to the 401(k)
     Plan, and (ii) $3,020,  representing  the Company's  payment of premiums on
     term life insurance.

     The  following  table sets forth  certain  summary  information  concerning
individual grants of stock options made during the last completed fiscal year to
each of the  Company's  executive  officers  named in the  Summary  Compensation
Table.

                        Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
                            Individual Grants(1)                Potential Realizable
                 ---------------------------------------------
                              % of Total                          Value at Assumed
                   Number of   Options    Exercise                Annual Rates of
                  Securities  Granted to  or Base                    Stock Price
                  Underlying  Employees    Price                  Appreciation for
                    Options   in Fiscal     per    Expiration       Option Term(2)
                                                                --------------------
Name                Granted      1999      Share      Date        5%         10%
------------------------------------------------------------------------------------
<S>                 <C>         <C>        <C>     <C>        <C>        <C>
Brian K. Devine     100,000     15.4%      $7.31   03/18/09   $459,722   $1,165,026
Bruce C. Hall        50,000      7.7        7.31   03/18/09    229,861      582,513
Janet D. Mitchell    25,000      3.9        7.31   03/18/09    114,930      291,256
James M. Myers       25,000      3.9        7.31   03/18/09    114,930      291,256
William M. Woodard   25,000      3.9        7.31   03/18/09    114,930      291,256
</TABLE>

----------

(1)These options  become  exercisable  in March  2002.  See  "Aggregated  Option
     Exercises  in Last Fiscal Year and Fiscal  Year-End  Option  Values"  table
     below. For a discussion of the material terms of the plan pursuant to which
     these options were granted, see "Compensation Plans."

(2)These amounts  represent  assumed rates of  appreciation  in the price of the
     Company's  Common Stock during the terms of the options in accordance  with
     rates specified in applicable federal securities regulations. Actual gains,
     if any, on stock  option  exercises  will depend on the future price of the
     Common   Stock  and  overall   stock   market   conditions.   There  is  no
     representation that the rates of appreciation  reflected in this table will
     be achieved.

     The  following  table sets forth  information  concerning  the  exercise of
options  during the last  fiscal year and the number of options and the value of
unexercised  options held by each of the executive officers named in the Summary
Compensation Table at January 29, 2000.

                 Aggregated Option Exercises in Last Fiscal Year
                        and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
                       Shares               Shares of Common Stock     Value of Unexercised
                      Acquired              Underlying Unexercised         In-the-Money
                         on      Value       Options at Year-End       Options at Year-End(1)
                                          -------------------------  -------------------------
                      Exercise  Realized  Exercisable Unexercisable  Exercisable Unexercisable
                      --------  --------  ----------- -------------  ----------- -------------

<S>                       <C>       <C>       <C>           <C>         <C>           <C>
Brian K. Devine           ---       ---       316,421       300,000     $275,926      $468,750
Bruce C. Hall             ---       ---       37,500        150,000          ---       234,375
Janet D. Mitchell         ---       ---       17,366         54,000       20,234       117,188
James M. Myers            ---       ---        6,827         75,000          ---       117,188
William M. Woodard        ---       ---       82,067         75,000       90,708       117,188
</TABLE>

----------

(1)The dollar values have been calculated by determining the difference  between
     the fair  market  value of the  securities  underlying  the options and the
     exercise price of the options at January 29, 2000.

Employment Agreement

     The Company has an employment  agreement (the "Employment  Agreement") with
Brian K. Devine, Chairman, President and Chief Executive Officer. The Employment
Agreement  provides for an indefinite term at a salary of not less than $400,000
per year plus a bonus  determined  by the  Board of  Directors.  The  Employment
Agreement may be terminated,  among other  reasons,  by Mr. Devine upon 90 days'
notice. Pursuant to the Employment Agreement, if Mr. Devine is terminated by the
Company  other than for cause he will be entitled to severance pay for one year.
The  Employment  Agreement  also  permits Mr.  Devine to receive  2.99 times his
average  compensation for the preceding five years in the event he is terminated
within  one year  following  a change in  control  of the  Company  which is not
approved by the Board of Directors,  and 2.00 times his average compensation for
the preceding five years in the event he is terminated within one year following
a Board approved change in control.  Mr. Devine is entitled to receive  annually
options to purchase  shares of Common Stock in an amount to be determined by the
Stock Option and Compensation Committee of the Board of Directors, which options
shall vest as determined by such  Committee and shall be exercisable at the fair
market value of the Common Stock at the date of grant.

Compensation Plans

     401(k)  Plan.  The  Company  has  a  tax-qualified   employee  savings  and
retirement  plan (the  "401(k)  Plan")  covering all of the  Company's  eligible
full-time employees. The Company adopted the 401(k) Plan effective January 1992.
Pursuant  to the 401(k)  Plan,  participants  may elect to  contribute,  through
salary reductions,  up to 15% of their annual  compensation.  Effective April 1,
1998,  the  Company  adopted  a  matching  provision  for 50% of the first 6% of
compensation that is contributed by each participating employee. The 401(k) Plan
is designed to qualify under  Section 401 of the Internal  Revenue Code of 1986,
as amended (the "Code"), so that contributions by employees or by the Company to
the 401(k) Plan,  and income  earned on plan  contributions,  are not taxable to
employees until withdrawn from the 401(k) Plan, and so that contributions by the
Company,  if any, will be deductible by the Company when made. The trustee under
the 401(k) Plan, at the direction of each participant, invests the assets of the
401(k) Plan in any of nine investment options.

     Deferred  Compensation  Plan. The Company has  established a  non-qualified
deferred  compensation  plan  (the  "Deferred  Compensation  Plan")  for  senior
executives.  The Deferred  Compensation Plan, which was adopted in January 1995,
allows employees to defer compensation up to certain specified levels. Effective
January 1, 2000, the Company  adopted a matching  provision for 50% of the first
6% of compensation that is contributed by each participating employee.

     Employees' Stock Option Plan. In February 1994, the Company's  stockholders
approved the 1994 Stock Option and  Restricted  Stock Plan for Executive and Key
Employees of Petco Animal Supplies,  Inc. (the "Company Plan"). The Company Plan
is qualified  under Rule 16b-3 under the  Securities  Exchange  Act of 1934,  as
amended (the  "Exchange  Act").  The Company Plan is  administered  by the Stock
Option  and  Compensation  Committee  and  provides  for the  granting  of stock
options,  stock  appreciation  rights or restricted  stock with respect to up to
3,557,778  shares of Common  Stock to  executive  or other key  employees of the
Company. In June 1996, the Company's  stockholders  approved an amendment to the
Company Plan to increase the number of shares  available for issuance  under the
plan for each of the next five  fiscal  years by 3.0% of the number of shares of
Common Stock issued and outstanding as of the end of the  immediately  preceding
fiscal year.  Options to purchase 649,000 shares of Common Stock were granted in
1999, which vest over a three year period. Such options are exercisable at $7.31
to $15.50 per share.  Options to purchase  736,870  shares of Common Stock at an
exercise  price of $12.44  per share were  granted on March 7, 2000,  which will
vest in 2003.  Stock  options  may be  granted in the form of  "incentive  stock
options," as defined in Section 422 of the Code, or non-statutory  stock options
and are exercisable for up to 10 years following the date of grant. The exercise
price of each  option is set by the Stock  Option  and  Compensation  Committee;
provided, however, that the price per share must be equal to or greater than the
fair market value of the Common Stock on the grant date.

     The Company  Plan also  provides  for the  issuance  of stock  appreciation
rights  which  will  generally  entitle a holder to  receive  cash or stock,  as
determined  by the  Stock  Option  and  Compensation  Committee,  at the time of
exercise equal to the difference  between the exercise price and the fair market
value of the Common Stock. In addition,  the Company Plan permits the Company to
issue shares of restricted  stock to executive or other key employees  upon such
terms and conditions as shall be determined by the Stock Option and Compensation
Committee.

     PFW  Plan.  In  connection  with  the  Company's  acquisition  of Pet  Food
Warehouse,  Inc.  ("PFW") in December,  1996, the Company assumed PFW's employee
stock  option  plan,   which   provided  for  the  granting  of  incentive   and
non-qualified  stock  options  with  exercise  prices equal to their fair market
values on their grant dates that become  exercisable  over  various  periods and
expire five or six years after the date of grant.  The PFW common  shares  under
this plan were  adjusted to shares of the  Company's  Common  Stock based on the
common share conversion rate per the merger agreement with PFW. No future grants
will be made under this plan.

     PetCare Plan. In connection with the Company's acquisition of PetCare Plus,
Inc. ("PetCare") in November, 1997, the Company assumed PetCare's employee stock
option plan,  which  provided for the  granting of incentive  and  non-qualified
stock  options with  exercise  prices equal to their fair market values on their
grant dates that become  exercisable  over various  periods and expire up to ten
years after the date of grant.  The PetCare  common  shares under this plan were
adjusted to shares of the Company's  Common Stock based in  accordance  with the
terms of the merger agreement with PetCare.  No future grants will be made under
this plan.

     Directors' Stock Option Plan. In February 1994, the Company's  stockholders
approved the Petco Animal Supplies, Inc., Directors' 1994 Stock Option Plan (the
"Directors  Plan").  The Directors Plan is  administered by the Stock Option and
Compensation  Committee  and  provides  for the  granting of stock  options with
respect to up to 132,088 shares of Common Stock to directors of the Company who:
(i) are not at the time they receive options under the Directors Plan, employees
of the Company or any of its  subsidiaries and (ii) have not served as directors
of the Company on or before the date that the Directors  Plan became  effective.
In June 1995, the Company's  stockholders approved an amendment to the Directors
Plan to increase the number of shares  available for issuance under the plan for
each of the next  five  fiscal  years by 0.1% of the  number of shares of Common
Stock issued and outstanding as of the end of the immediately  preceding  fiscal
year and to make Mr. Galef eligible to participate under the plan. The Directors
Plan is a "formula" plan which provides that each participating director will be
entitled to receive options to purchase 4,500 shares of Common Stock on the date
on which such director is first elected as a director of the Company and options
to purchase 1,500 shares of Common Stock annually thereafter.  Such options will
be  exercisable on the date of grant and the exercise price of such options will
be the fair market value of the Common  Stock on the date of grant.  Pursuant to
the Directors  Plan,  options for 49,753 shares were granted  during fiscal 1999
that are  exercisable at a range of $6.22 to $14.03 per share.  Since the end of
the last fiscal year,  options for 19,413 were granted under the Directors  Plan
that were immediately exercisable at a range of $9.83 to $12.44 per share.

     Group Benefit Plan. In July 1991, the Company established the Group Benefit
Plan of Petco Animal  Supplies,  Inc. (the "Group  Benefit Plan") which provides
certain medical and vacation benefits for employees of the Company.  Pursuant to
the terms of the Group Benefit Plan,  the Company  contributes  funds to a trust
fund administered by the trustee under the Group Benefit Plan.

Compensation Committee Interlocks and Insider Participation

     During  fiscal  1999,  the Stock Option and  Compensation  Committee of the
Company's Board of Directors was comprised of Messrs.  Galef,  Lynch, McCann and
Starrett.  No  interlocking  relationship  exists or existed  during fiscal 1999
between any member of the Stock Option and Compensation Committee and any member
of any other company's board of directors or compensation committee.

Termination of Employment and Change in Control Arrangements

     The Company has adopted a policy  which  generally  provides  that  certain
officers of the Company and its  subsidiaries  would receive  certain  severance
benefits  in the event of a Change in Control (as  defined),  or within one year
after a  Change  in  Control,  or if the  officer's  employment  is  terminated;
provided,  however,  that the  officer  will not be  entitled  to any  severance
benefits  if the  officer's  termination  of  employment  is (i) for  Cause  (as
defined), (ii) by reason of permanent disability (as determined by the officer's
eligibility  to  receive   disability   benefits  under  any  Company  long-term
disability plan),  (iii) initiated by the officer for other than Good Reason (as
defined) or (iv) by reason of the officer's death.

     Severance  benefits include a continuation of base salary for six months or
one  year  (depending  on the  officer's  position),  medical,  life  insurance,
disability  insurance,  dental and automobile benefits,  if any, and pro rata of
annual bonus.

     In  addition,  upon a Change in  Control,  all of the  officer's  rights to
exercise  option(s)  held by the  officer  at the time of the  Change in Control
immediately vest resulting in these option(s) becoming immediately exercisable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth certain  information  regarding  beneficial
ownership  of the shares of Common  Stock as of May 24,  2000 by (i) each of the
Company's  executive  officers  and  directors,  (ii)  the  Company's  executive
officers and directors as a group and (iii) all other  stockholders known by the
Company to beneficially  own more than five percent of the Common Stock.  Unless
otherwise  indicated,  the address for each of the stockholders  listed below is
c/o Petco Animal Supplies, Inc., 9125 Rehco Road, San Diego, California 92121.

                                          Amount and Nature      Percent
                                            of Beneficial      Beneficially
Name                                         Ownership(1)         Owned
----                                      -----------------    ------------

David L. Babson and Company, Inc.(2)           2,320,400           11.0%
ICM Asset Management, Inc.(3)                  2,309,390           10.9
Massachusetts Financial Services Company(4)    1,692,251            8.0
Brian K. Devine                                  477,616            2.2
Andrew G. Galef(5)                               160,090              *
Bruce C. Hall                                    122,500              *
William M. Woodard                               111,182              *
Peter M. Starrett                                 45,654              *
James M. Myers                                    35,027              *
James F. McCann                                   31,030              *
Richard J. Lynch, Jr                              30,635              *
Janet D. Mitchell                                 21,366              *
All directors and executive officers as a
  Group (9 persons)                            1,035,100            4.7

----------
* Less than one percent.

(1)Includes  the  following  shares  which are  issuable  upon the  exercise  of
     outstanding  stock  options which are  exercisable  within 60 days ("Option
     Shares"):  Mr.  Devine--  416,421 Option Shares;  Mr. Galef-- 32,385 Option
     Shares;  Mr. Hall-- 87,500 Option  Shares;  Mr.  Woodard--  107,067  Option
     Shares;  Mr.  Starrett--  33,333 Option  Shares;  Mr. Myers-- 31,827 Option
     Shares;  Mr.  McCann--  29,720 Option  Shares;  Mr.  Lynch--  29,720 Option
     Shares; and Ms. Mitchell-- 21,366 Option Shares.

(2)The address for David L. Babson and  Company,  Inc.  is One  Memorial  Drive,
     Cambridge,  Massachusetts 02142-1300. The information is as of December 31,
     1999 and is determined through Schedule 13G filings.

(3)The address for ICM Asset  Management,  Inc. is 601 W. Main Ave.,  Ste.  917,
     Spokane,  Washington  99201. The information is as of December 31, 1999 and
     is determined through Schedule 13G filings.

(4)The address for  Massachusetts  Financial  Services  Company is 500  Boylston
     Street, 15th Floor,  Boston,  Massachusetts 02116. The information is as of
     December 31, 1999 and is determined through Schedule 13G filings.

(5)Includes (i)  22,618  shares of Common  Stock held by Andrew G. Galef  Living
     Trust,  (ii) 6,456 shares of Common Stock held by Bronya Galef, Mr. Galef's
     wife,  and  (iii)  1,062  shares of Common  Stock  owned by the AGC  Family
     Partnership.  Mr. Galef disclaims  beneficial ownership of the shares owned
     by Bronya Galef and AGC Family Partnership.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     At January 29, 2000,  the Company  owned  4,334,621  shares of  Petopia.com
preferred stock,  representing an ownership  interest of 10.0%, with warrants to
purchase  additional   preferred  shares.  The  Company  also  provides  certain
marketing and  fulfillment  services to Petopia.com  according to the terms of a
strategic  alliance  agreement,  under which the Company may earn an  additional
3,842,768  Series  C  preferred  shares.  The  Company  earned  $2,767,000  from
Petopia.com, primarily under the terms of the agreement in fiscal 1999.

     Certain of the Company's  directors,  officers and managerial personnel own
an aggregate of 1,430,000  Petopia.com common shares.  Many of these individuals
may be  responsible  for  overseeing or directing the marketing and  fulfillment
services that the Company provides to Petopia.com  under the strategic  alliance
agreement.

     During fiscal 1999,  the Company made full recourse loans to certain of the
Company's  directors,  officers  and  managerial  personnel.  The  loans  have a
five-year  term and bear  interest  at 8% per annum.  The  aggregate  balance of
principal  outstanding  under the loans was  $822,184  at January  29,  2000 and
$819,421 at April 29,  2000.  Loans  outstanding  to  executive  officers of the
Company include $191,250 to Brian K. Devine,  $95,625 to Bruce C. Hall,  $63,750
to James M. Myers, and $191,250 to William M. Woodard.


                                   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 26th day of
May, 2000.

                                  PETCO ANIMAL SUPPLIES, INC.


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