UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the quarterly period ended September 30, 1997

     OR

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

                      COMMISSION FILE NUMBER: 1-10787

                    VETERINARY CENTERS OF AMERICA, INC.
          (Exact name of registrant as specified in its charter)

               DELAWARE                       95-4097995
   (State or other jurisdiction of         (I.R.S. Employer
    incorporation or organization)        Identification No.)

                   3420 OCEAN PARK BOULEVARD, SUITE 1000
                      SANTA MONICA, CALIFORNIA 90405
                 (Address of principal executive offices)
                              (310) 392-9599
           (Registrant's telephone number, including area code)

                                   NONE
    Former name, address and fiscal year, if changed since last report

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

State the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:  Common Stock, $.001 par
value 20,209,990 shares as of November 12, 1997.

<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

      VETERINARY CENTERS OF AMERICA, INC. AND SUBSIDIARIES

                  CONSOLIDATED BALANCE SHEETS
                          (UNAUDITED)
<TABLE>
<CAPTION>

ASSETS                                          September 30,  December 31,
                                                    1997           1996
                                                -----------     ----------
<S>                                          <C>           <C> 
Current assets:
 Cash and equivalents......................... $  3,647,000  $   23,820,000
 Marketable securities........................    75,838,000     79,107,000
 Trade accounts receivable, less
   allowance for uncollectible accounts.......    10,321,000      9,583,000
 Inventory, prepaid expenses and other........     6,553,000      8,788,000
 Deferred income taxes........................     2,331,000      2,331,000
 Prepaid income taxes.........................        --          2,137,000
                                                 -----------     ----------
Total current assets..........................    98,690,000    125,766,000

Property, plant and equipment, net............    37,675,000     37,467,000
Deferred income taxes.........................     1,352,000      1,352,000
Goodwill, net.................................   233,985,000    178,806,000
Covenants not to compete, net.................     4,784,000      4,933,000
Building purchase options.....................       887,000        887,000
Notes receivable..............................     2,150,000      1,486,000
Deferred costs and other......................     3,104,000      3,312,000
                                                 -----------     ----------
                                               $ 382,627,000  $ 354,009,000
                                                 ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current  portion  of long-term obligations.. $  15,942,000   $ 14,055,000
 Accounts payable.............................     5,528,000      6,923,000
 Accrued payroll and taxes....................     6,245,000      7,177,000
 Income taxes payable.........................       899,000          --
 Accrued restructuring costs..................     5,747,000      8,847,000
 Accrued interest.............................     3,590,000      1,256,000
 Other accrued liabilities....................     7,941,000      8,857,000
                                                 -----------     ----------
   Total current liabilities..................    45,892,000     47,115,000
Long-term obligations, less current portion...   157,170,000    134,767,000
Minority interest.............................     1,422,000      4,777,000
Commitments and contingencies
Stockholders' equity:
 Preferred stock, par value $0.001.............        1,000          1,000
 Common stock, par value $0.001................       20,000         20,000
 Additional paid-in capital....................  194,440,000    192,167,000
 Accumulated deficit...........................  (14,938,000)   (24,114,000)
  Less cost of common stock held in 
   treasury, 135,500 shares at September  30,
  1997 and 97,773 shares at December 31, 1996..   (1,380,000)      (724,000)
                                                 -----------     ----------
      Total stockholders' equity...............  178,143,000    167,350,000
                                                 -----------     ----------
                                               $ 382,627,000  $ 354,009,000
                                                 ===========     ==========
</TABLE>

     The accompanying notes are an integral part of these consolidated
                              balance sheets.

PAGE 2
<PAGE>

          VETERINARY CENTERS OF AMERICA, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE THREE AND NINE MONTHS ENDED
                    SEPTEMBER 30, 1997 AND 1996
                            (UNAUDITED)

<TABLE>
<CAPTION>

                                          Three Months Ended            Nine Months Ended
                                            September 30,                   September 30,
                                         1997           1996             1997           1996
                                       ----------     ----------      -----------    -----------
<S>                                 <C>            <C>             <C>            <C> 
Revenues............................ $ 62,163,000   $ 52,399,000    $ 181,379,000  $ 129,839,000
Direct costs........................   46,491,000     39,718,000      135,794,000     96,423,000
                                       ----------     ----------      -----------    -----------
Gross profit........................   15,672,000     12,681,000       45,585,000     33,416,000
Selling, general and administrative.    4,412,000      5,303,000       13,906,000     13,958,000
Depreciation and amortization.......    2,702,000      2,335,000        8,162,000      4,984,000
Merger costs........................                      --                           2,901,000
Restructuring and asset write-down..       --          12,362,000           --        12,362,000
                                       ----------     ----------      -----------    -----------
Operating income (loss).............    8,558,000      (7,319,000)     23,517,000       (789,000)
Interest and other investment income    1,088,000       1,391,000       3,144,000      3,015,000
Interest expense....................    3,022,000       2,476,000       8,957,000      5,495,000
                                       ----------     ----------      -----------    -----------
Income (loss) before minority 
 interest and provision for 
 income taxes.......................    6,624,000      (8,404,000)     17,704,000     (3,269,000)
Minority interest in income of 
 subsidiaries.......................       65,000       1,729,000         356,000      5,038,000
                                       ----------     ----------      -----------    -----------
Income (loss) before provision for 
 income taxes.......................    6,559,000     (10,133,000)     17,347,000     (8,307,000)
Provision for income taxes              3,144,000       1,336,000       8,172,000      3,706,000
                                       ----------     ----------      -----------    -----------
Net income (loss)..................  $  3,415,000    $(11,469,000)    $ 9,176,000  $ (12,013,000)
                                       ==========     ===========      ==========    ===========
Earnings (loss) per share..........         $0.16        $(0.66)          $0.44         $(0.81)
                                       ==========     ===========      ==========    ===========
Weighted average common equivalent 
 shares used for computing earnings 
 (loss) per share...................   21,305,000     17,250,000       21,520,000     14,890,000
                                       ==========     ===========      ==========    ===========
                                        
</TABLE>

     The accompanying notes are an integral part of these consolidated
                              balance sheets.

PAGE 3
<PAGE>

          VETERINARY CENTERS OF AMERICA, INC. AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                         FOR THE NINE MONTHS ENDED
                        SEPTEMBER 30, 1997 AND 1996
                                (UNAUDITED)

<TABLE>

<S>                                                                                          <C>               <C>
                                                                                                  1997             1996
                                                                                             ------------      -------------
Cash flows from operating activities:
   Net income (loss)                                                                         $  9,176,000      $ (12,013,000)
   Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
     Depreciation and amortization                                                              8,162,000          4,984,000
     Amortization of debt discount and deferred financing costs                                   510,000            316,000
     Restructuring and asset write-down                                                            --             12,362,000
     Minority interest in income of subsidiaries                                                  356,000          5,038,000
     Issuance of common stock in settlement of employment obligations                              --              1,163,000
     Increase in other assets, net                                                               (393,000)          (138,000)
     Increase in deferred income taxes                                                             --               (223,000)
     Increase in accounts receivable, net                                                      (2,087,000)        (1,557,000)
     (Increase) decrease in inventory, prepaid expenses and other                               1,304,000            (89,000)
     Decrease in prepaid income taxes                                                           2,137,000            494,000
     (Decrease) increase  in accounts payable and accrued liabilities                             (30,000)         1,536,000
     Increase in income taxes payable                                                             899,000            280,000
     Increase in accrued interest                                                               2,334,000          1,952,000
     Payments to minority interest partners                                                      (311,000)        (4,007,000)
     Utilization of accrued restructuring costs                                                (1,013,000)             --
                                                                                             ------------      -------------
      Net cash provided by operating activities                                                21,044,000         10,098,000
                                                                                             ------------      -------------

Cash flows from investing activities:
     Property, plant and equipment additions, net                                              (5,076,000)        (4,660,000)
     Business acquisitions, net of cash acquired and payments on assumed liabilities          (25,987,000)       (24,606,000)
     Proceeds from sale of marketable securities                                                3,269,000              --   
     Investments in marketable securities                                                          --            (66,534,000)
     Proceeds from the sale of assets                                                             190,000            273,000
                                                                                             ------------      -------------
      Net cash used in investing activities                                                   (27,604,000)       (95,527,000)
                                                                                             ------------      -------------

Cash flows from financing activities: 
     Net proceeds from issuance of subordinated debentures                                         --             82,086,000
     Reduction of long-term obligations                                                       (12,126,000)        (8,363,000)
     Payments received on notes receivable, net                                                   112,000             71,000
     Net proceeds from exercise of warrants                                                        --              7,110,000
     Proceeds from warrants issued in connection with the Vet Research joint venture               --              1,474,000
     Proceeds from issuance of common stock under stock option plans                              365,000            526,000
     Proceeds from issuance of common stock                                                        --                207,000
     Purchase of treasury stock                                                                  (656,000)             --  
     Capital contribution of minority interest partner                                             10,000            990,000
     Capital distribution to minority interest partner                                         (1,318,000)             --
                                                                                             ------------      -------------
      Net cash (used in) provided by financing activities                                     (13,613,000)        84,101,000
                                                                                             ------------      -------------
Decrease in cash and equivalents                                                              (20,173,000)        (1,328,000)
Cash and equivalents at beginning of period                                                    23,820,000         47,551,000
                                                                                             ------------      -------------
Cash and equivalents at end of period                                                      $    3,647,000      $  46,223,000
                                                                                             ============      =============
</TABLE>

PAGE 4
<PAGE>


        VETERINARY CENTERS OF AMERICA, INC. AND SUBSIDIARIES

                    NOTES TO FINANCIAL STATEMENTS
                          SEPTEMBER 30, 1997
                              (UNAUDITED)

(1)  GENERAL

     The accompanying unaudited consolidated financial statements of
Veterinary Centers of America, Inc. and subsidiaries (the "Company" or
"VCA") have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, all adjustments
considered necessary for a fair presentation have been included.  The
results of operations for the three and nine months ended September 30,
1997 and 1996 are not necessarily indicative of the results to be expected
for the full year.  For further information, refer to the financial
statements and footnotes thereto for the year ended December 31, 1996
included in the Company's Annual Report on Form 10-K/A as filed with the
Securities and Exchange Commission on April 30, 1997.

     On June 19, 1996, the Company acquired all of the outstanding shares
of Pets' Rx, Inc. ("Pets' Rx").  The business combination was treated for
accounting purposes as a pooling of interests, and accordingly, the
accompanying financial statements reflect the combined results of the
pooled businesses for the respective periods presented.  The financial data
presented below reflects the historical results of VCA and the historical
results of Pets' Rx adjusted to conform to VCA's methods of accounting.

<TABLE>

                                           Nine Months Ended
                                             September 30,
<S>                              <C>                     <C>
                                      1997                    1996
                                 --------------          --------------
     Revenues:
       Pre-merger
         VCA                     $        --              $   69,591,000
         Pets' Rx                         --                   7,849,000
                                 ---------------          --------------
                                          --                  77,440,000

       Post-merger                   181,379,000              52,399,000
                                 ---------------          --------------
                                 $   181,379,000          $  129,839,000
                                 ===============          ==============

     Net income (loss):
       Pre-merger
         VCA                     $        --              $      432,000
         Pets' Rx                         --                    (976,000)
                                 ---------------          --------------
                                          --                    (544,000)
       Post-merger                     9,176,000             (11,469,000)
                                 ---------------          --------------
                                 $     9,176,000          $  (12,013,000)
                                 ===============          ==============

</TABLE>

(2)  ACQUISITIONS AND DISPOSITIONS

     During the third quarter of 1997, the Company purchased five animal
hospitals in separate transactions for a total consideration (including
acquisition costs) of $6,453,000, consisting of $2,551,000 in cash,
$3,750,000 in long-term obligations, and the assumption of liabilities
totaling $153,000.  The Company owns three of these veterinary practices
and provides management services to the other two practices.

     During the second quarter of 1997, the Company purchased two animal
hospitals and the business of one laboratory in separate transactions for a
total consideration (including acquisition costs) of $1,464,000, consisting
of $864,000 in cash, $500,000 in long-term obligations, and the assumption
of liabilities totaling $100,000.

PAGE 5
<PAGE>

     During the first quarter of 1997, the Company purchased four animal
hospitals in separate transactions for a total consideration (including
acquisition costs) of $4,876,000, consisting of $1,865,000 in cash,
$1,796,000 in long-term obligations, 124,056 shares of VCA common stock
with a value of $1,162,000, and the assumption of liabilities totaling
$53,000.  The Company owns one of these veterinary practices and provides
management services to the other three practices.

     In January 1997, the Company acquired the remaining 49% interest in
the joint venture, Veterinary Research Laboratories, LLC, for a price
computed in accordance with the operating agreement (including acquisition
costs), amounting to $18,713,000 in cash and a $29,002,000 note payable,
payable in quarterly installments over six years.

     During the third quarter of 1997, one hospital was sold.  The hospital
had annual revenues of approximately $309,000.  During the second quarter
of 1997, the practices of two hospitals were merged into other hospitals. 
During the first quarter of 1997, the Company sold, closed or merged 11
hospitals with annual revenues of approximately $4 million.

(3)  VET'S CHOICE JOINT VENTURE

     In February 1997, the Company's joint venture, Vet's Choice was
restructured and management of the joint venture was assumed by the
Company's partner, Heinz Pet Products ("HPP"). Pursuant to a restructuring
agreement, the Company maintains its 50.5% equity interest in Vet's Choice. 
Profits and losses are allocated 99.9% to HPP and 0.1% to the Company and
all management control has been transferred from the Company to HPP. 
Additionally, the Company agreed to provide certain consulting and
management services for a three-year period commencing on February 1, 1997
for an aggregate fee of $15.3 million payable in semi-annual installments
over a five-year period.  On or after the earlier of a change of control in
the Company or January 1, 2000, HPP may purchase all of the Company's
interest in the partnership at a purchase price equal to 51% of 1.3 times
the annual sales of all products bearing the SELECT BALANCE or  brand (the
"Annual Sales") less  $4.5 million.  If HPP fails to exercise its option
prior to January 1, 2001, the Company may purchase all of the interest of
HPP in the partnership at a purchase price equal to 49.5% of 1.3 times the
Annual Sales plus $4.5 million.  Effective February 1, 1997, the Company no
longer reports the results of operations of Vet's Choice on a consolidated
basis.

(4)  RESTRUCTURING AND ASSET WRITE-DOWN

     During 1996, the Company adopted and implemented a restructuring plan
(the "1996 Plan").  The 1996 Plan was designed to restructure the Company's
animal hospital and laboratory operations in connection with its 1996
acquisitions of Pets' Rx, The Pet Practice, Inc. and Southwest Veterinary
Diagnostic Laboratory, Inc.  In addition, certain hospitals, which did not
meet the new standards for performance adopted in light of the increase in
the size of the Company's animal hospital operations, were to be closed or
sold.   The major components of the 1996 Plan included:  (1) the
termination of leases, the write-down of intangibles, property and
equipment, and employee terminations in connection with the closure, sale
or consolidation of twelve animal hospitals;  (2) the termination of
contracts and leases, the write-down of certain property and equipment and
the termination of employees in connection with the restructuring of the
Company's laboratory operations; and (3) contract terminations and write-
down of assets in connection with the move to common communications and
computer systems.

     During the quarter ended September 30, 1997, the Company completed its
restructuring of its laboratory operations and terminated a contract
related to its common communications systems.  During the nine months ended 
September 30, 1997, the Company sold four hospitals as part of the 1996
Plan.  Another four hospitals initially intended to be sold or closed
improved their performance, one of which was due to the acquisition of an
additional practice that was merged into the existing practice. There are
no current plans to dispose of these four hospitals.  Of the remaining four
hospitals included in the 1996 Plan, one is expected to be closed in
December 1997, two are expected to be consolidated and moved to a new
location by the second quarter of 1998 and the other is for sale.

     During the nine months ended September 30, 1997, the Company, as part
of the 1996 Plan, incurred $1,013,000 of cash expenditures, consisting
primarily of payments of lease and contractual obligations, and $1,655,000
of non-cash write-downs, consisting primarily of write-downs of property,
plant and equipment and intangibles.  At September 30, 1997, $4,005,000 of
the restructuring reserve from the 1996 Plan remains on the Company's
balance sheet, consisting primarily of lease and other contractual
obligations.  As of September 30, 1997, the Company has completed a
majority of its 

PAGE 6
<PAGE>

restructuring plans, with remaining actions expected to be completed in
1998, although certain lease obligations will continue through 2014.

     The Company reviewed the financial performance of its hospitals.  As a
result of this review, an additional ten hospitals were determined not to
meet the Company's performance standards.  Accordingly, the Company adopted
phase two of its restructuring plan (the "1997 Plan").  The unused
restructuring reserve from the 1996 Plan was transferred to cover the
restructuring and asset write-down charges for the 1997 Plan, amounting to
$2,174,000.  The major components of the 1997 Plan consists of the
termination of leases, amounting to $1,191,000, and the write-down of
intangibles, property and equipment, amounting to $983,000, in connection
with the closure, sale or consolidation of ten animal hospitals. 
Collectively, the ten hospitals have aggregate annual revenue of
approximately $5.2 million.

     During the three months ended September 30, 1997, the Company, as part
of the 1997 Plan, recorded $432,000 of non-cash write-downs, consisting of
a write-down of intangibles. At September 30, 1997, $1,742,000 of the
restructuring reserve from the 1997 Plan remains on the Company's balance
sheet, consisting primarily of lease obligations and non-cash charges.  The
1997 Plan is expected to be completed by September 30, 1998, although
certain lease obligations will continue through 2005.

(5)  STOCKHOLDERS' LAWSUITS

     The Company and certain of its current and former officers and
directors have been named as defendants in two purported class action 
lawsuits filed in Los Angeles Superior Court (MARILYN J. THOMPSON, ET AL. V.
VETERINARY CENTERS OF AMERICA, INC., ET AL., filed April 1, 1997, and JOHN
MARTIN V. VETERINARY CENTERS OF AMERICA, INC., ET AL., filed August 8, 
1997), and a purported class action lawsuit filed on June 9, 1997, in the
United States District Court for the Central District of California, entitled
MARILYN J. THOMPSON, ET AL. V. VETERINARY CENTERS OF AMERICA, INC., ET AL
(collectively, the "Class Actions").  The Class Actions have been filed on
behalf of individuals claiming to have purchased common stock of the 
Company during the time period from February 15, 1996 through November
14, 1996, and the plaintiffs seek unspecified damages arising from
alleged misstatements regarding the Company's animal hospitals, diagnostic
laboratories, pet food operations and the integration of certain 
acquisitions.

     Since discovery has only recently commenced in the Class Actions,
the Company is unable to assess the likelihood of an adverse result.
There can be no assurances as to the outcome of the Class Actions.  The
inability of the Company to resolve the claims that are the basis for
the lawsuits or to prevail in any related litigation could result in
the Company being required to pay substantial monetary damages for which
the Company may not be adequately insured, which could have a material
adverse effect on the Company's business, financial position and results
of operations.  In any event, the Company's defense of the Class Actions
may result in substantial costs to the Company, as well as significant
dedication of management resources, as the Company intends to vigorously
defend the lawsuits.

     Certain of the Company's current and former directors and officers
were named as defendants in a lawsuit filed on September 26, 1997, in the
Superior Court of California for the County of Los Angeles, entitled KENT
E. MASON IRA SEP V. ROBERT L. ANTIN, ET AL. (the "Derivative Action").  In
the Derivative Action, the plaintiff has alleged that the officer and 
director defendants breached various duties owed to the Company, and seeks
unspecified damages on the Company's behalf.  The Company may owe indemnity
obligations to the defendants named in the Derivative Action.  None of the
defendants has been served with the complaint.

(6)  RECLASSIFICATIONS

     Certain 1996 balances have been reclassified to conform with the 1997
financial statement presentation.

(7)  ACCOUNTING PRONOUNCEMENTS

     In March 1997, the FASB issued SFAS No. 128, "Earnings per Share"
(SFAS 128).  SFAS 128 revises and simplifies the computation for earnings
per share and requires certain additional disclosures.  SFAS 128 will be
adopted in the fourth quarter of 1997.  Management does not expect the
adoption of this standard to have a material effect on the Company's
financial position or its results of operations.

(8)  SUBSEQUENT EVENTS

     Since September 30, 1997 through November 12, 1997, the Company has
purchased one animal hospital and the business of one laboratory, in
separate transactions, and entered into management service agreements with
two hospitals for a total consideration of $5,060,000, consisting of
$2,235,000 in cash, $2,075,000 in notes payable and $750,000 in VCA common
stock.

     On October 7, 1997, the Company entered into a letter of intent to
make a strategic investment in Veterinary Pet 

PAGE 7
<PAGE>

Services, Inc. ("VPI"), the largest provider of pet health insurance in the
United States.  VCA will invest up to $6 million for shares of VPI's
convertible preferred stock.  The terms of the transaction are subject to
approval by the Board of Directors and the California Department of
Insurance.

PAGE 8
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

     Veterinary Centers of America, Inc. and subsidiaries (the "Company" or
"VCA") is a leading animal health care company with operations in two core
business lines, animal hospitals and veterinary diagnostic laboratories. In
addition, the Company is a partner in a joint venture with Heinz Pet
Products ("HPP"), which markets and distributes premium pet foods ("Vet's
Choice").

     Over the past several years, the Company has focused on building a
network of free-standing, full-service animal hospitals and veterinary
diagnostic laboratories.  The Company has accomplished this task by
acquiring animal hospitals and veterinary diagnostic laboratories through a
combination of the issuance of common stock or notes, or the payment of
cash.

     In 1996, the Company completed two significant acquisitions which more
than doubled the Company's animal hospital operations.  The Company made
these acquisitions in order to promote the growth of the Company's hospital
network, broaden the geographic scope of the Company's operations, and to
take advantage of synergies that the Company believes exist between its
business lines.  During the period from January 1, 1997 through September
30, 1997, VCA acquired six animal hospitals in the states of California,
Connecticut, Pennsylvania and Virginia, and entered into management service
agreements with five other hospitals in the states of Texas, Nebraska and
New York, and acquired the business of one veterinary diagnostic
laboratory.  Subsequent to September 30, 1997, the Company acquired one
animal hospital, entered into management service agreements with two
hospitals and acquired the business of one veterinary diagnostic
laboratory.  The Company will continue to look for acquisitions or
strategic alliances which it believes complement its overall business
strategy.

     Throughout 1996, a portion of the Company's operations, including
Vet's Choice and Veterinary Research Laboratories, LLC ("Vet Research")
were operated as joint ventures in which VCA owned a majority interest. 
The results of operations of the Company included the results of operations
of these joint ventures on a consolidated basis.  On January 2, 1997, the
Company acquired the remaining 49% interest in Vet Research.  Commencing
February 1, 1997, the day-to-day management of the Company's joint venture,
Vet's Choice, was assumed by HPP.  The Company maintains its 50.5% equity
interest in Vet's Choice but profits and losses are allocated 99.9% to HPP
and 0.1% to the Company.  Effective February 1, 1997 the Company no longer
reports the results of operations of Vet's Choice on a consolidated basis.

RESULTS OF OPERATIONS

REVENUES

     The following table summarizes the Company's revenues for the three
and nine months ended September 30:

<TABLE>
                                   Three Months Ended              Nine Months Ended
                                     September 30,                    September 30,
<S>                          <C>               <C>              <C>             <C>
                                 1997             1996              1997            1996
                             -----------       -----------      -------------   -----------

     Animal Hospital         $45,784,000       $36,733,000      $131,652,000    $ 84,247,000
     Laboratory               17,559,000        14,775,000        52,287,000      42,263,000
     Premium Pet Food                --          2,151,000         1,064,000       6,121,000
     Intercompany Sales       (1,180,000)       (1,260,000)       (3,624,000)     (2,792,000)
                             -----------       -----------      -------------   ------------
                             $62,163,000       $52,399,000      $181,379,000    $129,839,000
                             ===========       ===========      ============    ============

</TABLE>


     Revenues for the Animal Hospital operations increased 56.3% for the
nine months ended September 30, 1997 compared to the nine months ended
September 30, 1996.  The increase in revenues for the Animal Hospital
operations in the three-month period ended September 30, 1997 compared to
the three-month period ended September 30, 1996 was 24.6%.  This growth was
primarily the result of the increase in the number of facilities operated
by the Company.  The results for 1997 include the results of 18 veterinary
hospitals acquired subsequent to September 30, 1996.  The increase in
revenues resulting from changes in volume or prices at existing facilities,
as compared to the corresponding period in the prior year, was
approximately 1.9% and 4.0% for the nine and three months ended September
30, 1997, respectively.

PAGE 9
<PAGE>

     Pursuant to a restructuring agreement and other related agreements
between HPP and the Company, the Company has agreed to provide certain
consulting and management services for a three-year period commencing
February 1, 1997 for an aggregate fee of $15.3 million payable in semi-
annual installments over a five-year period (the "Consulting Fees").  The
Consulting Fees earned in the nine and three months ended September 30,
1997, amounting to $3.4 million and $1.3 million respectively, are included
in Animal Hospital revenues.

     Revenues for the Laboratory operations increased 23.7% for the nine
months ended September 30, 1997 compared to the nine months ended September
30, 1996.  The increase in revenues for laboratory operations in the three
months ended September 30, 1997 compared to the three months ended
September 30, 1996 was 18.8%.  This increase was primarily due to the
acquisition of the businesses of five veterinary diagnostic laboratories
since September 30, 1996.

     Effective February 1, 1997, the Company no longer reports the results
of operations of Vet's Choice on a consolidated basis.  Consequently,
revenues for the Pet Food operations include activity for only one month in
1997 compared to three or nine months in 1996.  Because of the differing
time periods, a comparison of the results of the two periods is not
meaningful.

GROSS PROFIT

     Gross profit for the three and nine months ended September 30 is
comprised of the following:

<TABLE>

                                         Three Months Ended              Nine Months Ended
                                           September 30,                     September 30,
<S>                               <C>               <C>              <C>              <C>
                                       1997             1996              1997            1996
                                  -----------       -----------      -----------      -----------

     Animal Hospital              $ 9,416,000       $ 6,737,000      $26,227,000      $14,387,000
     Laboratory                     6,256,000         5,033,000       18,790,000       16,626,000
     Premium Pet Food                      --           911,000          568,000        2,403,000
                                  -----------       -----------      -----------      -----------
                                  $15,672,000       $12,681,000      $45,585,000      $33,416,000
                                  ===========       ===========      ===========      ===========
</TABLE>

     Gross profit for the Animal Hospital operations is comprised of
revenues less all costs of services and products, including salaries of
veterinarians, technicians and all other hospital-based personnel,
facilities rent and occupancy costs, medical supply costs and costs of
goods sold associated with the retail sales of pet food and pet supplies. 
Animal Hospital gross profit increased 82.3% for the nine months ended
September 30, 1997 when compared to the nine months ended September 30,
1996 and represented 19.9% and 17.1% of Animal Hospital revenues for these
periods, respectively.  This increase was attributable to an increase in
gross profit margins at the Company's existing hospitals (those acquired
prior to January 1, 1996), higher gross profit margins at newly acquired
hospitals (acquired on or after January 1, 1996) and the addition of the
Consulting Fees.  Animal Hospital gross profit margins at existing hospitals
were 17.8% for each of the nine-month periods ended September 30, 1997 and
1996.  Animal Hospital gross profit margins at newly acquired hospitals
were 21.4% for the nine months ended September 30, 1997. Animal Hospital
gross profits increased 39.8% for the three months ended September 30, 1997
compared to the three months ended September 30, 1996, representing 20.6%
and 18.3% of Animal Hospital revenues for these periods, respectively.
Animal Hospital gross profit margins at existing hospitals (those acquired
prior to July 1, 1996) decreased to 16.8% for the three months ended
September 30, 1997 from 19.0% for the three months ended September 30,
1996.  This decrease in gross profit as a percentage of revenues was
primarily attributable to an increase in the proportion that retail
revenues represents of total revenues.  Retail sales generate lower
gross profits than other hospital revenues.  Gross profit margins at
newly acquired hospitals (acquired on or after July 1, 1996)
were 25.6% for the quarter.

     Gross profit of the Laboratory operations is comprised of revenues
less all direct costs of services, including salaries of veterinarians,
technicians and other non-administrative Laboratory-based personnel,
facilities rent and occupancy costs and supply costs.  Laboratory gross
profit increased 13.0%  for the nine months ended September 30, 1997
compared to the nine months ended September 30, 1996, representing 35.9%
and 39.3% of Laboratory revenues for these periods, respectively.  The
decrease in gross profit for the Laboratory operations as a percentage of
Laboratory revenue for the nine months ended September 30, 1997 from the
comparable 1996 period was attributable to increased costs in the east
coast Laboratory operations as a result of the expansion of the management
team and services.  As a percentage of Laboratory revenues, Laboratory
gross profit was 35.6% and 34.1% for the three months ended September 30,
1997 and 1996, respectively.

PAGE 10
<PAGE>

     The Company's Animal Hospital business historically has realized gross
profit margins that are lower than that of the Laboratory business.  As the
portion of the Company's revenues attributable to its Animal Hospital
operations grow in the future, the historical gross profit margins for the
Company as a whole may not be indicative of those to be expected in the
future.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

     VCA Corporate selling, general and administrative expense consists of
administrative expense at the Company's headquarters, including the
salaries of corporate officers and other personnel, accounting, legal and
other professional expense and rent and occupancy costs.  Laboratory
selling, general and administrative expense consists primarily of sales and
administrative personnel and sales, marketing and promotional expense.

     Selling, general and administrative expense for the three and nine
months ended September 30 is comprised of the following:

<TABLE>
           
                                  Three Months Ended                  Nine Months Ended
                                   September 30,                         September 30,
<S>                          <C>              <C>                <C>             <C>
                                1997             1996                1997             1996   
                             ----------       ----------         -----------      -----------
  
      VCA Corporate          $3,226,000       $2,918,000         $10,407,000      $ 6,866,000
      Laboratory              1,186,000        1,220,000           3,099,000        3,609,000
      Premium Pet Food            --           1,165,000             400,000        3,483,000
                             ----------       ----------         -----------      -----------
                             $4,412,000       $5,303,000         $13,906,000      $13,958,000
                             ==========       ==========         ===========      ===========
</TABLE>

     VCA Corporate and Laboratory selling, general and administrative
expense, in the aggregate, as a percentage of Animal Hospital and
Laboratory revenues was 7.3% and 8.3% for the nine months ended September
30, 1997 and 1996, respectively.  For the three months ended September 30,
1997 and 1996, VCA Corporate and Laboratory, selling, general and
administrative expense, in the aggregate, as a percentage of Animal
Hospital and Laboratory revenues was 7.0% and 8.0%, respectively.  The
decrease was primarily attributable to spreading the expense over a larger
revenue base.

DEPRECIATION AND AMORTIZATION

     Depreciation and amortization expense primarily relates to the
depreciation of capital assets and the amortization of excess cost over the
fair value of net assets acquired (goodwill) and certain other intangibles. 
Depreciation and amortization expense increased to $8,162,000 for the nine
months ended September 30, 1997 from $4,984,000 for the nine months ended
September 30, 1996.  The increase in depreciation and amortization expense
is due to the acquisition of hospitals and laboratories.  The Company's
policy is to amortize goodwill over the expected period to be benefited,
not exceeding forty years.

LIQUIDITY AND CAPITAL RESOURCES

     Cash provided by operations during the nine months ended September 30,
1997 was $21,044,000.  The increase in cash flow provided by operations for
the nine months ended September 30, 1997 compared to the nine months ended
September 30, 1996 was $10,946,000.  This increase is attributable to (i)
an increase in income as a result of the growth in the number of facilities
operated by the Company and the addition of the Consulting Fees; and (ii)
changes in non-cash working capital of approximately $3,200,000.

     The Company has achieved its growth in the past, and anticipates it
will continue its growth in the future, through the acquisition of animal
hospitals and veterinary diagnostic laboratories for cash, stock and notes. 
The Company intends to fund its future cash requirements primarily from its
cash, the sale of its marketable securities and internally generated funds. 
The Company believes these sources of funds will be sufficient to continue
the Company's operations and planned capital expenditures for at least the
next 12 months.

RISK FACTORS

PAGE 11
<PAGE>

     This filing contains statements that constitute "forward-looking
statements" within the meaning of Section 21E of the Exchange Act and
Section 27A of the Securities Act.  The words "expect", "estimate",
"anticipate", "predict", "believe" and similar expressions and variations
thereof are intended to identify forward-looking statements.  Such
statements appear in a number of places in this filing and include
statements regarding the intent, belief or current expectations of the
Company, its directors or its officers with respect to, among other things
(i) trends affecting the Company's financial condition or results of
operations; and (ii) the Company's business and growth strategies.  The
readers of this filing are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially from those
projected in this filing, including, without limitation, the information
set forth under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations," as well as the information
set forth below.

ANTICIPATED EFFECTS OF ACQUISITIONS

     VCA acquired Pets' Rx, Inc. ("Pet's Rx") and The Pet Practice, Inc.
("Pet Practice") in 1996 with the expectation that the transactions will
result in beneficial synergies for the combined business.  These synergies
include the potential to realize improved operating margins at animal
hospitals through a strategy of centralizing various corporate and
administrative functions and leveraging fixed costs while providing
customers with improved services.

     Achieving these anticipated benefits depends in part on the efficient,
effective and timely integration of the operations of Pets' Rx and Pet
Practice with those of the Company.  The combination of these businesses
requires, among other things, integration of the companies' management
staffs, coordination of the companies' sales and marketing efforts,
integration and coordination of the companies' development teams and the
identification and elimination of redundant overhead and poor-performing
hospitals.  These tasks are substantially complete as of the date of this
report.  However, full integration will require additional efforts
requiring substantial dedication from management.  There can be no
assurance that the problems associated with the integration identified
above will not continue or that the integration on an ongoing basis will
proceed smoothly or successfully.  Furthermore, even if the operations of
the three companies are ultimately successfully integrated, it is
anticipated that the integration will continue to be accomplished over time
and, in the interim, the combination may continue to have an adverse effect
on the business, results of operations and financial condition of VCA.

RAPID EXPANSION AND MANAGEMENT OF GROWTH

     Due to the number and size of acquisitions completed since January 1,
1995, the Company has experienced rapid growth.  In 1995, the Company
completed 32 acquisitions (25 animal hospitals, six veterinary diagnostic
laboratories and the remaining 30 percent interest in Professional Animal
Laboratory).  In 1996, the Company completed the acquisition of Pet
Practice, 22 animal hospitals and six veterinary diagnostic laboratories
and entered into a combination with Pet's Rx in a transaction accounted for
as a pooling of interests.  In 1997, through November 12, 1997, the Company
completed the acquisition of 14 animal hospitals and two veterinary
diagnostic laboratories.  As a result of these acquisitions, the Company's
revenues have grown from $51.8 million in 1994 to $107.7 million in 1995,
to $182.2 million in 1996 and to unaudited pro forma annualized 1997
revenue of approximately $243.7 million.

     The Company's growth and pace of acquisitions have placed, and will
continue to place, a substantial strain on its management, operational,
financial and accounting resources.  There can be no assurance that the
combined business will be able to identify, consummate or integrate
acquisitions without substantial delays, costs or other problems.  Once
integrated, acquisitions may not achieve sales, profitability and asset
productivity commensurate with the combined business' other operations.  In
addition, acquisitions involve several other risks, including adverse
short-term effects on the combined business' reported operating results,
impairments of goodwill and other intangible assets, the diversion of
management's attention, the dependence on retention, hiring and training of
key personnel, the amortization of intangible assets and risks associated
with unanticipated problems or legal liabilities.  The combined business'
failure to manage growth effectively would have a material adverse effect
on the combined business' results of operations and its ability to execute
its business strategy.

INFORMATION SYSTEMS

     The growth experienced by the Company, and specifically the
acquisitions of Pet Practice and Pets' Rx, and the 

PAGE 12
<PAGE>

corresponding increased need for timely information, have placed
significant demands on the Company's existing information systems.  The
Company is in the process of implementing new information systems to
collect and organize data from all of its operations.  Once integrated, the
Company anticipates that the new systems will result in the automation of
certain time-intensive manual procedures, daily access, if desired, to
information relating to sales, revenues and other financial and operational
data from each animal hospital and veterinary diagnostic laboratory and
ultimately in the delivery of financial information to management and
preparation of consolidated financial reports, each on a more timely basis. 
While the Company has begun the process of implementing new systems, the
continued development and installation of the systems involves the risk of
unanticipated delay and expenses.  There can be no assurance that there
will be a successful or timely implementation of the new systems or that it
will effectively serve the Company's future information requirements.

DEPENDENCE ON ACQUISITIONS FOR FUTURE GROWTH

     The Company's growth strategy is dependent principally on its ability
to acquire existing animal hospitals.  Successful acquisitions involve a
number of factors which are difficult to control, including the
identification of potential acquisition candidates, the willingness of the
owners to sell on reasonable terms and the satisfactory completion of
negotiations.  In addition, acquisitions may be subject to pre-merger or
post-merger review by governmental authorities for antitrust and other
legal compliance.  Adverse regulatory action could negatively affect the
Company's operations through the assessment of fines or penalties against
the Company or the possible requirement of divestiture of one or more of
the Company's operations.

     There can be no assurance that the Company will be able to identify
and acquire acceptable acquisition candidates on terms favorable to the
Company in a timely manner in the future.  Assuming the availability of
capital, the Company's plans include an aggressive acquisition program
involving the acquisition of at least 15 to 25 facilities per year. The
Company continues to evaluate acquisitions and negotiate with several
potential acquisition candidates.  The failure to complete acquisitions and
continue expansion could have a material adverse effect on the Company's
financial performance.  As the combined business proceeds with its
acquisition strategy, it will continue to encounter the risks associated
with the integration of acquisitions described above.

PAGE 13
<PAGE>

LEVERAGE

     The Company has incurred substantial indebtedness in connection with
the acquisition of its animal hospitals and veterinary diagnostic
laboratories and through the sale of the $84,385,000 of 5.25% convertible
debentures in April 1996.  The Company had at September 30, 1997,
consolidated long-term obligations (including current portion) of $173.1
million.  At September 30, 1997 and December 31, 1996, the Company's ratio
of long-term debt (including current portion) to total stockholders' equity
was 97.2% and 88.9%, respectively.

RISKS ASSOCIATED WITH INTANGIBLE ASSETS

     A substantial portion of the assets of the Company consists of
intangible assets, including goodwill and covenants not to compete relating
to the acquisition of animal hospitals and veterinary diagnostic
laboratories. At September 30, 1997, the Company's balance sheet reflected
$238.8. million of intangible assets of these types, a substantial portion
of the Company's $382.6 million in total assets at such date. The Company
expects the aggregate amount of goodwill and other intangible assets on its
balance sheet to increase in the future in connection with additional
acquisitions. This increase will have an adverse impact on earnings as
goodwill and other intangible assets will be amortized against earnings. In
the event of any sale or liquidation of the Company, there can be no
assurance that the value of these intangible assets will be realized. 

     In addition, the Company continually evaluates whether events and
circumstances have occurred that indicate the remaining balance of
intangible assets may not be recoverable. When factors indicate that these
intangible assets should be evaluated for possible impairment, they may be
required to reduce the carrying value of intangible assets, which could
have a material adverse effect on results of operations during the periods
in which such reduction is recognized.  In accordance with this policy, the
Company has recognized a write-down of goodwill and related assets in the
amount of $9.5 million as part of its restructuring plan adopted during the
third and fourth quarters of 1996.  There can be no assurance that the
Company will not be required to write-down assets further in future
periods.

GUARANTEED PAYMENTS

     In connection with acquisitions in which the purchase price consists,
in part, of the Company's common stock (the "Guarantee Shares"), the
Company often guarantees (the "Guarantee Right") that the value of such
stock (the "Measurement Price") two to three years following the date of
the acquisition (the "Guarantee Period") will equal or exceed the value of
the stock on the date of acquisition (the "Issue Price").  In the event the
Measurement Price does not equal or exceed the Issue Price, the Company
typically is obligated either to (i) pay to the seller in cash, notes
payable or additional shares of the Company's common stock the difference
between the Issue Price and the Measurement Price multiplied by the number
of Guarantee Shares then held by the seller, or (ii) purchase the Guarantee
Shares then held by the seller.  Once the Guarantee Shares are delivered
and registered for resale under the Securities Act, which registration the
Company covenants to effect generally within nine months of issuance of the
Guarantee Shares, the seller's Guarantee Right typically terminates if the
Company's common stock trades at 110% to 120% of the Issue Price (the
"Release Price") for five to 15 consecutive days, depending on the terms of
the specific acquisition at issue. There are 324,728 Guarantee Shares
outstanding at November 12, 1997 with Issue Prices ranging from $15.06 to
$24.53, with a weighted average of $18.52, that have not met their
respective Release Prices for the specified period or have not been
delivered due to escrow arrangements.  If the value of the Company's common
stock decreases and is less than an Issue Price at the end of the
respective Guarantee Period for these shares, the Company may be obligated
to compensate these sellers. 

SEASONALITY AND FLUCTUATING QUARTERLY RESULTS

     A large portion of the business of the Company is seasonal, with
operating results varying substantially from quarter to quarter. 
Historically, the Company's revenues have been greater in the second and
third quarters than in the first and fourth quarters.  The demand for the
Company's veterinary services are significantly higher during warmer months
because pets spend a greater amount of time outdoors, where they are more
likely to be injured and are more susceptible to disease and parasites.  In
addition, use of veterinary services may be affected by levels of
infestation of fleas, heartworms and ticks, and the number of daylight
hours, as well as general economic conditions.  A substantial portion of
the Company's 

PAGE 14
<PAGE>

costs are fixed and do not vary with the level of demand.  Consequently,
net income for the second and third quarters at individual animal hospitals
generally has been higher than that experienced in the first and fourth
quarters.

DEPENDENCE ON KEY MANAGEMENT

     The Company's success will continue to depend to a significant extent
on the Company's executive officers and other key management, particularly
its Chief Executive Officer, Robert L. Antin.  VCA has an employment
contract with Mr. Robert Antin, Mr. Arthur Antin, Chief Operating Officer
of VCA, and Mr. Neil Tauber, Senior Vice President of VCA, each of which
expires in January 2002.  VCA has no other written employment agreements
with its executive officers.  None of VCA's officers are parties to
noncompetition covenants which extend beyond the term of their employment
with VCA.  VCA does not maintain any insurance on the lives of its senior
management.  As VCA continues to grow, it will continue to hire, appoint or
otherwise change senior managers and other key executives.  There can be no
assurance that VCA will be able to retain its executive officers and key
personnel or attract additional qualified members to management in the
future.  In addition, the success of certain of VCA's acquisitions may
depend on VCA's ability to retain selling veterinarians of the acquired
companies.  The loss of services of any key manager or selling veterinarian
could have a material adverse effect upon VCA's business.

COMPETITION

     The companion animal health care industry is highly competitive and
subject to continual change in the manner in which services are delivered
and providers are selected. The Company believes that the primary
competitive factors in connection with animal hospitals are convenient
location, recommendation of friends, reasonable fees, quality of care and
convenient hours. The Company's primary competitors for its animal
hospitals in most markets are individual practitioners or small, regional
multi-clinic practices. In addition, certain national companies in the pet
care industry, including the operators of super-stores, are developing
multi-regional networks of animal hospitals in markets which include the
Company's animal hospitals. Among veterinary diagnostic laboratories, the
Company believes that quality, price and the time required to report
results are the major competitive factors. There are many clinical
laboratory companies which provide a broad range of laboratory testing
services in the same markets serviced by the Company. In addition, several
national companies provide on-site diagnostic equipment that allows
veterinarians to perform their own laboratory tests.

GOVERNMENT REGULATION

     The laws of many states prohibit veterinarians from splitting fees
with non-veterinarians and prohibit business corporations from providing,
or holding themselves out as providers of, veterinary medical care.  These
laws vary from state to state and are enforced by the courts and by
regulatory authorities with broad discretion.  While the Company seeks to
structure its operations to comply with the corporate practice of
veterinary medicine laws of each state in which it operates, there can be
no assurance that, given varying and uncertain interpretations of such
laws, the Company would be found to be in compliance with restrictions on
the corporate practice of veterinary medicine in all states.  A
determination that the Company is in violation of applicable restrictions
on the practice of veterinary medicine in any state in which it operates
could have a material adverse effect on the Company if the Company were
unable to restructure its operations to comply with the requirements of
such states.

ANTI-TAKEOVER EFFECT

     A number of provisions of the Company's Certificate of Incorporation
and Bylaws and certain Delaware laws and regulations relating to matters of
corporate governance, certain rights of directors and the issuance of
preferred stock without stockholder approval, may be deemed to have and may
have the effect of making more difficult, and thereby discouraging, a
merger, tender offer, proxy contest or assumption of control and change of
incumbent management, even when stockholders other than the Company's
principal stockholders consider such a transaction to be in their best
interest.  In addition, H.J. Heinz Company has an option to purchase the
Company's interest in the Vet's Choice joint venture upon the occurrence of
a change in control (as defined in the joint venture agreement), which may
have the same effect.  Accordingly, stockholders may be deprived of an
opportunity to sell their shares at a substantial premium over the market
price of the shares.

IMPACT OF SHARES ELIGIBLE FOR FUTURE SALE

PAGE 15
<PAGE>

     Future sales by existing stockholders could adversely affect the
prevailing market price of the Company's common stock.  As of November 12,
1997, the Company had 20,209,990 shares of common stock outstanding
(including 135,500 shares held in treasury), most of which are either
freely tradable in the public market without restriction or tradable in
accordance with Rule 144 under the Act.  There are also 89,096 shares which
the Company is obligated to issue in connection with the Pets' Rx and Pet
Practice mergers and certain acquisitions; 3,592,676 shares of the
Company's common stock issuable upon exercise of outstanding stock options;
35,876 shares issuable upon conversion of convertible notes; and 2,456,623
shares issuable upon conversion of convertible debentures.  Shares may also
be issued under price guarantees delivered in connection with acquisitions.

POSSIBLE VOLATILITY OF STOCK PRICE

     The market price of the Company's common stock could be subject to
significant fluctuations caused by variations in quarterly operating
results, litigation involving the Company, announcements by the Company or
its competitors, general conditions in the companion animal health care
industry and other factors.  The stock market in recent years has
experienced extreme price and volume fluctuations that have often been
unrelated or disproportionate to the operating performance of publicly
traded companies.  The broad fluctuations may adversely affect the market
price of the Company's common stock.

ALLEGED MISSTATEMENTS REGARDING THE COMPANY'S OPERATIONS AND PROSPECTS

     The Company and certain of its current and former officers and
directors have been named as defendants in two purported class action 
lawsuits filed in Los Angeles Superior Court (MARILYN J. THOMPSON, ET AL. V.
VETERINARY CENTERS OF AMERICA, INC., ET AL., filed April 1, 1997, and JOHN
MARTIN V. VETERINARY CENTERS OF AMERICA, INC., ET AL., filed August 8, 
1997), and a purported class action lawsuit filed on June 9, 1997, in the
United States District Court for the Central District of California, entitled
MARILYN J. THOMPSON, ET AL. V. VETERINARY CENTERS OF AMERICA, INC., ET AL
(collectively, the "Class Actions").  The Class Actions have been filed on
behalf of individuals claiming to have purchased common stock of the 
Company during the time period from February 15, 1996 through November
14, 1996, and the plaintiffs seek unspecified damages arising from
alleged misstatements regarding the Company's animal hospitals, diagnostic
laboratories, pet food operations and the integration of certain 
acquisitions.

     Since discovery has only recently commenced in the Class Actions,
the Company is unable to assess the likelihood of an adverse result.
There can be no assurances as to the outcome of the Class Actions.  The
inability of the Company to resolve the claims that are the basis for
the lawsuits or to prevail in any related litigation could result in
the Company being required to pay substantial monetary damages for which
the Company may not be adequately insured, which could have a material
adverse effect on the Company's business, financial position and results
of operations.  In any event, the Company's defense of the Class Actions
may result in substantial costs to the Company, as well as significant
dedication of management resources, as the Company intends to vigorously
defend the lawsuits.

     Certain of the Company's current and former directors and officers
were named as defendants in a lawsuit filed on September 26, 1997, in the
Superior Court of California for the County of Los Angeles, entitled KENT
E. MASON IRA SEP V. ROBERT L. ANTIN, ET AL. (the "Derivative Action").  In
the Derivative Action, the plaintiff has alleged that the officer and 
director defendants breached various duties owed to the Company, and seeks
unspecified damages on the Company's behalf.  The Company may owe indemnity
obligations to the defendants named in the Derivative Action.  None of the
defendants name din the Derivative Action.  None of the defendants has 
been served with the complaint.

PAGE 16
<PAGE>

PART II.   OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          For discussion on legal proceedings, see Risk Factors--"Alleged
          Misstatements Regarding the Company's Operations and Prospects." 
          In addition to the legal proceedings described herein, the
          Company is a party to other litigation which arises in the
          ordinary course of its business, none of which is material.

ITEM 2.   CHANGES IN SECURITIES

          None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          None

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None

ITEM 5.   OTHER INFORMATION

          None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS:

               Exhibit 11.1  Computation of Per Share Earnings

               Exhibit 27.1  Financial Data Schedule

     (b)  REPORTS ON FORM 8-K:

               Current Report on Form 8-K, Item 5 filed on August 7, 1997.

PAGE 17
<PAGE>

                                 SIGNATURE




     Pursuant to the requirements 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.


                                        VETERINARY CENTERS OF AMERICA, INC.




Date:  November 12, 1997                /s/ Tomas W. Fuller 
                                        ------------------------------
                                        Tomas W. Fuller
                                        Chief Financial Officer

<PAGE>

                               EXHIBIT INDEX


ITEM      EXHIBIT                                                PAGE
----      -------                                                ----
11.1      Computation of Per Share Earnings 

27.1      Financial Data Schedule