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 June 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)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 392-9599

                                      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
19,509,037 shares as of August 11, 1997.

<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

              VETERINARY CENTERS OF AMERICA, INC. AND SUBSIDIARIES

                       CONSOLIDATED BALANCE SHEETS
                               (UNAUDITED)

ASSETS                                     June 30,        December 31,
                                             1997             1996    
                                             ----             ----

Current assets:
   Cash and equivalents                 $   7,829,000      $ 23,820,000
   Marketable securities                   76,003,000        79,107,000
   Trade accounts receivable, 
      less allowance for uncollectible 
      accounts                             10,118,000         9,583,000
   Inventory, prepaid expenses and other    7,517,000         8,788,000
   Deferred income taxes                    2,331,000         2,331,000
   Prepaid income taxes                            --         2,137,000
                                          -----------       -----------
      Total current assets                103,798,000       125,766,000
Property, plant and equipment, net         37,861,000        37,467,000
Deferred income taxes                       1,352,000         1,352,000
Goodwill, net                             228,937,000       178,806,000
Covenants not to compete, net               4,735,000         4,933,000
Building purchase options                     887,000           887,000
Notes receivable                            2,200,000         1,486,000
Deferred costs and other                    3,001,000         3,312,000
                                        -------------      ------------
                                        $ 382,771,000      $354,009,000
                                        =============      ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Current portion of long-term 
      obligations                       $  13,355,000      $ 14,055,000
   Accounts payable                         7,351,000         6,923,000
   Accrued payroll and taxes                4,871,000         7,177,000
   Income taxes payable                     2,311,000                --
   Accrued restructuring costs              7,920,000         8,847,000
   Accrued interest                         1,821,000         1,256,000
   Other accrued liabilities                9,846,000         8,857,000
                                          -----------       -----------
   Total current liabilities               47,475,000        47,115,000
Long-term obligations, less 
   current portion                        159,386,000       134,767,000
Minority interest                           1,453,000         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             194,169,000       192,167,000
   Accumulated deficit                    (18,353,000)      (24,114,000)
   Less cost of common stock held 
      in treasury, 135,500 shares 
      at June 30, 1997 and 97,773 
      shares at December 31, 1996          (1,380,000)         (724,000)
                                          -----------       -----------
      Total stockholders' equity          174,457,000       167,350,000
                                        -------------      ------------
                                        $ 382,771,000      $354,009,000
                                        =============      ============


                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 SIX MONTHS ENDED
                              JUNE 30, 1997 AND 1996 
                                   (UNAUDITED)



                         Three Months Ended            Six Months Ended
                               June 30,                     June 30,
                         1997           1996           1997            1996
                      ----------     ----------     -----------    -----------
Revenues            $ 63,193,000   $ 42,208,000   $ 119,216,000   $ 77,440,000
Direct costs          45,783,000     30,489,000      89,303,000     57,199,000
                      ----------     ----------      ----------     ----------
Gross profit          17,410,000     11,719,000      29,913,000     20,241,000
Selling, 
  general and 
  administrative       4,645,000      4,317,000       9,494,000      8,161,000
Depreciation and 
  amortization         2,732,000      1,414,000       5,460,000      2,649,000
Merger costs                  --      2,901,000              --      2,901,000
                      ----------     ----------      ----------     ----------
Operating income      10,033,000      3,087,000      14,959,000      6,530,000
Interest and other 
  investment income      948,000      1,236,000       2,056,000      1,624,000
Interest expense       3,029,000      2,118,000       5,935,000      3,019,000
                      ----------     ----------      ----------     ----------
Income before minority 
  interest and 
  provision for
  income taxes         7,952,000      2,205,000      11,080,000      5,135,000
Minority interest 
  in income of 
  subsidiaries           120,000      1,938,000         291,000      3,309,000
                       ---------      ---------      ----------     ----------
Income before 
  provision for 
  income taxes         7,832,000        267,000      10,789,000      1,826,000
Provision for 
  income taxes         3,481,000      1,571,000       5,028,000      2,370,000
                      ----------    -----------    ------------   ------------
Net income (loss)   $  4,351,000    $(1,304,000)   $  5,761,000    $  
(544,000)
                     ===========    ===========    ============   ============
Earnings (loss) 
  per share              $  0.21      $   (0.09)        $  0.28       $  (0.04)
                         =======      =========         =======       =========

Weighted average 
  common equivalent 
  shares used for 
  computing 
  earnings (loss) 
  per share           20,737,000     14,163,000      20,631,000      13,697,000
                      ==========     ==========      ==========      ==========

                  The accompanying notes are an integral part of 
                      these consolidated financial statements.

PAGE 3
<PAGE>

              VETERINARY CENTERS OF AMERICA, INC. AND SUBSIDIARIES

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


   
                                              1997              1996
                                        -------------      -----------
Cash flows from 
   operating activities:
   Net income (loss)                    $   5,761,000      $  (544,000)
   Adjustments to reconcile 
      net income (loss) to net 
      cash provided by 
      operating activities:
   Depreciation and amortization            5,460,000        2,649,000
   Amortization of debt discount 
      and deferred financing costs            279,000          143,000
   Minority interest in income 
      of subsidiaries                         291,000        3,309,000
   Issuance of common stock in 
      settlement of employment 
      obligations                              --            1,163,000
   Increase in other assets, net               --             (355,000)
   Decrease in deferred income taxes           --              267,000
   Increase in accounts receivable, net    (1,978,000)      (1,621,000)
   Decrease (increase) in inventory, 
      prepaid expenses and other              190,000          (39,000)
   Decrease in prepaid income taxes         2,137,000            2,000
   Increase in accounts payable 
      and accrued liabilities               2,088,000        1,231,000
   Increase in income taxes payable         2,311,000             --   
   Payments to minority 
      interest partners                      (176,000)      (2,550,000)
                                           ----------       -----------
   Net cash provided by 
      operating activities                 16,363,000        3,655,000
                                           ----------       -----------

Cash flows from investing activities:
   Property, plant and 
      equipment additions, net             (2,294,000)      (2,842,000)
   Business acquisitions, net 
      of cash acquired                    (23,015,000)     (17,215,000)
   Proceeds from sale 
      of marketable securities              3,104,000            --    
   Investments in marketable 
      securities                                --         (58,141,000)
   Proceeds from the sale 
      of assets                               180,000            --    
                                         ------------      ------------
   Net cash used in 
      investing activities                (22,025,000)     (78,198,000)
                                         ------------      ------------

Cash flows from financing activities: 
   Net proceeds from issuance 
      of subordinated debentures               --           82,086,000
   Reduction of long-term obligations      (8,516,000)      (5,016,000)
   Advances made on notes receivable          (10,000)           --    
   Payments received on 
      notes receivable                         67,000           39,000
   Net proceeds from 
      exercise of warrants                     --            6,450,000
   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           94,000          500,000
   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             (10,329,000)      86,730,000
                                          -----------      -----------
(Decrease) increase in 
   cash and equivalents                   (15,991,000)      12,187,000
Cash and equivalents at 
   beginning of period                     23,820,000       47,551,000
                                         ------------     ------------
Cash and equivalents 
   at end of period                     $   7,829,000     $ 59,738,000
                                         ============      ===========

                  The accompanying notes are an integral part of 
                      these consolidated financial statements.

PAGE 4
<PAGE>

           VETERINARY CENTERS OF AMERICA, INC. AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE SIX MONTHS ENDED
                            JUNE 30, 1997 AND 1996
                                  (UNAUDITED) 
                                  (continued)

                                                 1997              1996   
                                           -------------      ------------
Supplemental disclosures 
   of cash flow information:
      Interest paid                        $   5,100,000      $  2,003,000
      Taxes paid                                 580,000         2,101,000

Supplemental schedule of non-cash 
   investing and financing activities:
   In connection with acquisitions, 
      assets acquired and liabilities 
      assumed were as follows:
      Fair value of assets acquired        $  55,893,000      $ 31,119,000
      Less:  Consideration given
         Cash paid to sellers, net 
         of cash acquired                     21,764,000        14,519,000
         Cash paid in settlement 
         of assumed liabilities                1,251,000         2,696,000
         Common stock issued                   1,362,000         3,868,000
                                           -------------      ------------
   Liabilities assumed including notes 
      payable issued, net of payments      $  31,516,000      $ 10,036,000
                                           =============      ============

   In connection with the formation 
      of the joint venture and 
      partnerships, assets and 
      liabilities contributed by 
      the partners were as follows:
      Assets                               $     100,000      $    317,000
      Liabilities                                  --                --   
                                           -------------      ------------
   Non-cash capital contribution 
      of minority interest partners        $     100,000      $    317,000
                                           =============      ============

   Non-cash increase in long-term 
      obligations due to 
      purchase of property                 $     --           $    120,000
                                           =============      ============

   Issuance of common stock in 
      exchange for convertible debt        $     --           $     29,000
                                           =============      ============

   Issuance of note receivable 
      for stock options exercised          $     546,000      $     --    
                                           =============      ============

                     The accompanying notes are an integral 
               part of these consolidated financial statements.

PAGE 5
<PAGE>

              VETERINARY CENTERS OF AMERICA, INC. AND SUBSIDIARIES

                         NOTES TO FINANCIAL STATEMENTS
                                  JUNE 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 six months
ended June 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.

                        Three Months Ended                Six Months Ended
                             June 30,                         June 30,
                       1997            1996           1997              1996   
                    ------------   ------------   -------------   -------------
Revenues:
  Pre-merger
    VCA             $     --       $ 38,587,000   $     --        $ 69,591,000
    Pets' Rx              --          3,621,000         --           7,849,000
                     -----------    -----------    ------------    ------------
                          --         42,208,000         --          77,440,000
  Post-merger         63,193,000        --          119,216,000         -- 
                     -----------    -----------    ------------   ------------
                    $ 63,193,000   $ 42,208,000   $ 119,216,000   $ 77,440,000
                    ============   ============   =============   =============
  
Net income (loss):
  Pre-merger
  VCA               $     --       $   (580,000)   $     --       $    432,000
  Pets' Rx                --           (724,000)         --           (976,000)
                     -----------    -----------    ------------    ------------
                          --         (1,304,000)         --           (544,000)
  Post-merger          4,351,000         --           5,761,000          --
                     -----------    -----------    ------------    ------------
                    $  4,351,000    $(1,304,000)   $  5,761,000   $   (544,000)
                    ============   ============   =============   =============

(2) ACQUISITIONS AND DISPOSITIONS

     During the second quarter of 1997, the Company purchased two animal
hospitals and one laboratory in separate transactions for a total consideration
(including acquisition costs) of $1,720,000, consisting of $1,120,000 in cash,
$500,000 in long-term obligations, and the assumption of liabilities totaling
$100,000.

     During the first quarter of 1997, the Company purchased four animal
hospitals in separate transactions for a total consideration (including
acquisition costs) of $6,456,000, consisting of $1,931,000 in cash, $2,713,000
in long-term obligations, 124,056 shares of VCA common stock with a value of
$1,362,000, and the assumption of liabilities totaling $450,000.  Following the
purchase of these facilities, the Company owns the veterinary practice in one
case and provides management services to the other three practices.

PAGE 6
<PAGE>

     In January 1997, the Company acquired the remaining 49% interest in the
joint venture, Veterinary Research Laboratories, LLC, for a price as 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 second quarter of 1997, no hospitals were sold or closed. 
During the first quarter of 1997, the Company sold, closed or merged 11
hospitals with annual revenues of approximately $4 million.  The Company
continues to analyze the operations of certain former The Pet Practice, Inc.
("Pet Practice") facilities.  Certain former Pet Practice facilities which do
not generate an acceptable level of operating income may be closed as part of
this process.  If the Company closes such facilities, the associated writedowns
and reserves will be recorded in the final purchase price allocation.

(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 (i) 51% of (ii) 1.3 times the annual sales of all products
bearing the SELECT BALANCE or SELECT CARE brand (the "Annual Sales") less (iii)
$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 (i) 49.5% of (ii) 1.3 times the Annual Sales plus (iii)
$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 WRITEDOWN

     For the six months ended June 30, 1997, the Company utilized approximately
$927,000 of the 1996 restructuring reserve to write-off certain fixed assets
and to fulfill certain contractual obligations.

(5)  STOCKHOLDERS' LAWSUIT

     The Company and certain of its current and former officers and directors
have been named as defendants in a class action lawsuit filed on April 1, 1997
in Los Angeles Superior Court, entitled Marilyn J. Thompson, et al. v.
Veterinary Centers of America, Inc., et al.  The lawsuit has 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 success in integrating certain acquisitions.  While the Company
has not yet filed an answer to the complaint, the Company intends to vigorously
defend itself against the lawsuit.

     Since discovery only recently commenced, the Company is unable to assess
the likelihood of an adverse result in the class action lawsuit.  There can be
no assurances as to the outcome of such lawsuit.  The inability of the Company
to resolve the claims that are the basis for the lawsuit 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 such lawsuit may result in substantial costs to the Company, as well
as significant dedication of management resources.

(6)  RECLASSIFICATIONS

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

PAGE 7
<PAGE>

(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 will have a material effect on the Company's financial position
or its results of operations.

(8)  SUBSEQUENT EVENTS

     Since June 30, 1997 through August 11, 1997, the Company has purchased
four animal hospitals for a total consideration (including acquisition costs)
of $4,190,000, consisting of $1,486,000 in cash and $2,664,000 in notes
payable, and $40,000 in assumed liabilities.

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-exclusive
laboratories.  The Company has accomplished this task by acquiring animal
hospitals and veterinary diagnostic laboratories through the issuance of common
stock or notes, or the payment of cash.

     In the second and third quarters of 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.  In addition, from January 1, 1997
through June 30, 1997, VCA acquired two animal hospitals in California, one in
Connecticut, and entered into management service agreements with three other
hospitals in the states of Texas and Nebraska, and acquired one veterinary
diagnostic laboratory in Utah.  Subsequent to June 30, 1997, the Company
acquired four animal hospitals.  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
six months ended June 30:

                           Three Months Ended         Six Months Ended
                              June  30,                    June 30,
                         1997          1996            1997            1996
                    ------------   ------------   -------------   -------------
Animal Hospital     $ 45,929,000   $ 25,455,000   $  85,868,000   $ 47,514,000
Laboratory            18,482,000     15,432,000      34,728,000     27,488,000
Premium Pet Food          --          2,120,000       1,064,000      3,970,000
Intercompany Sales    (1,218,000)      (799,000)     (2,444,000)    (1,532,000)
                    ------------   ------------   -------------   -------------
                    $ 63,193,000   $ 42,208,000   $ 119,216,000   $ 77,440,000
                    ============   ============   =============   =============

     Revenues for the Animal Hospital operations increased 80.7% for the six
months ended June 30, 1997 compared to the six months ended June 30, 1996.  The
increase in the three-month period ended June 30, 1997 compared to the three-
month period ended June 30, 1996 was 80.4%.  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 74 veterinary hospitals acquired
subsequent to June 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 0.7% and 1.1% for the six and three
months ended June 30, 1997, respectively.

     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 six and
three months ended June 30, 1997, amounting to $2,125,000 and $1,275,000,
respectively, and are included in Animal Hospital revenues.

PAGE 9
<PAGE>

     Revenues for the Laboratory operations increased 26.3% for the six months
ended June 30, 1997 compared to the six months ended June 30, 1996.  The
increase in the three months ended June 30, 1997 compared to the three months
ended June 30, 1996 was 19.8%.  This increase was primarily due to the
acquisition of four veterinary diagnostic laboratories since June 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 six 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 six months ended June 30 is comprised of
the following:

                        Three Months Ended              Six Months Ended
                             June 30,                       June 30,
                         1997           1996            1997            1996
                    ------------   ------------   -------------   -------------
Animal Hospital     $ 10,437,000   $  4,488,000   $  16,811,000   $   7,650,000
Laboratory             6,973,000      6,429,000      12,534,000      11,099,000
Premium Pet Food          --            802,000         568,000       1,492,000
                    ------------   ------------   -------------   -------------
                    $ 17,410,000   $ 11,719,000   $  29,913,000   $  20,241,000
                    ============   ============   =============   =============

     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 119.8% in the 1997 six-month period when compared to the 1996 six-
month period, representing 19.6% and 16.1% of Animal Hospital revenues in 1997
and 1996, respectively.  The increase in gross profit as a percentage of
revenues from 1996 to 1997 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 to the addition of the Consulting Fees.  Animal
Hospital gross profit margins at existing hospitals, for the six-month period,
increased to 18.0% in 1997 from 17.0% in 1996.  Gross profit margins at newly
acquired hospitals were 17.2% for the six months.  Animal Hospital gross
profits increased 132.6% for the three months ended June 30, 1997 compared to
the three months ended June 30, 1996, representing 22.7% and 17.6% of Animal
Hospital revenues in 1997 and 1996, respectively.  Animal Hospital gross profit
margins at existing hospitals (those acquired prior to April 1, 1996), for the
quarter, increased to 19.5% in 1997 from 19.0% in 1996.  Gross profit margins
at newly acquired hospitals (acquired on or after April 1, 1996) were 21.5% 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 12.9% for
the six months ended June 30, 1997 compared to the six months ended June 30,
1996, representing 36.1% and 40.4% of laboratory revenues in 1997 and 1996,
respectively.  As a percentage of revenues, Laboratory gross profit was 37.7%
and 41.7% for the three months ended June 30, 1997 and 1996, respectively.  The
decrease in gross profit as a percentage of revenue for both the six and three
months ended June 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.

     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 EXPENSES

     VCA Corporate selling, general and administrative expenses consists of
administrative expense at the Company's headquarters, including the salaries of
corporate officers and other personnel, accounting, legal and other
professional expense 

PAGE 10
<PAGE>

and rent and occupancy costs.

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

                          Three Months Ended                 Six Months Ended
                               June 30,                           June 30,
                          1997          1996            1997             1996  
                    ------------   ------------   -------------   -------------
   VCA Corporate    $  3,692,000   $  2,139,000   $   7,181,000   $   3,948,000
   Laboratory            953,000        980,000       1,913,000       1,895,000
   Premium Pet Food       --          1,198,000         400,000       2,318,000
                    ------------   ------------   -------------   -------------
                    $  4,645,000   $  4,317,000   $   9,494,000   $   8,161,000
                    ============   ============   =============   =============

     VCA Corporate and Laboratory selling, general and administrative expense,
as a percentage of Animal Hospital and Laboratory revenues was 7.5% and 7.8%
for the six months ended June 30, 1997 and 1996, respectively.  For the three
months ended June 30, 1997 and 1996, VCA Corporate and Laboratory, selling,
general and administrative expense as a percentage of Animal Hospital and
Laboratory revenues was 7.2% and 7.6%, respectively.  The decrease from 1996 to
1997 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 $5,460,000 for the six
months ended June 30, 1997 from $2,649,000 for the six months ended June 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 six months ended June 30, 1997 was
$16,363,000.  The increase in cash flow provided by operations for the 1997
six-month period compared to the 1996 six-month period, was $12,708,000.  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
$4,900,000.  The Company used cash, net of cash acquired, of $23,015,000, to
purchase six individual veterinary hospitals, one laboratory and the remaining
49% interest in Vet Research.  The Company also used cash of $8,516,000 to
retire long-term obligations, $2,294,000 to purchase property, plant and
equipment and $656,000 to purchase treasury shares.

     The Company received $3,104,000 from the sale of marketable securities.

     The Company has achieved its growth in the past, and anticipates it will
continue its growth in the future, through the acquisition of veterinary
hospitals and veterinary diagnostic laboratories for cash, stock and notes. 
The Company intends to fund its future cash requirements primarily from its
cash and 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

     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.

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<PAGE>

ANTICIPATED EFFECTS OF ACQUISITIONS

     VCA acquired Pets' Rx, Inc. ("Pets' 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 individual
animal hospitals and six veterinary diagnostic laboratories and entered into a
combination with Pets' Rx in a transaction accounted for as a pooling of
interests.  In 1997, through August 11, 1997, the Company completed the
acquisition of 10 individual 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 over $240
million.  In addition, during this period, the Company entered a new line of
business, veterinary diagnostic laboratories.

     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 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 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.

PAGE 12
<PAGE>

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.

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 June 30, 1997, consolidated long-term obligations
(including current portion) of $172.7 million.  At June 30, 1997 and December
31, 1996, the Company's ratio of long-term debt to total stockholders' equity
was 99.0% 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 June
30, 1997, the Company's balance sheet reflected $233.7 million of intangible
assets of these types, a substantial portion of the Company's $382.8 million in
total assets at such date. The Company expects the aggregate amounts 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 writedown 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 writedown 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,

PAGE 13
<PAGE>

depending on the terms of the specific acquisition at issue. There are 256,672
Guarantee Shares outstanding at August 11, 1997 with Issue Prices ranging from
$11.62 to $24.53, with a weighted average of $17.30, 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 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 December
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 maintains "key man"
life insurance on Mr. Robert Antin in the amount of $3.0 million, of which VCA
is the sole beneficiary.  VCA does not maintain any insurance on the lives of
its other 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 

PAGE 14
<PAGE>

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

     Future sales by existing stockholders could adversely affect the
prevailing market price of the Company's common stock.  As of August 11, 1997,
the Company had 19,509,037 shares of common stock outstanding (including
135,000 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 96,088 shares which the Company is obligated to
issue in connection with the Pets' Rx and Pet Practice mergers and certain
acquisitions; 583,333 shares issuable upon conversion of outstanding preferred
stock; 3,652,751 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.  These shares will be eligible for immediate sale
upon issuance.

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 a class action lawsuit filed on April 1, 1997,
entitled Marilyn J. Thompson, et al. v. Veterinary Centers of America, Inc., et
al., Los Angeles Superior Court, Case No. BC1268547. The lawsuit has 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 success in integrating certain acquisitions.  While the Company
has not yet filed an answer to the complaint, the Company intends to vigorously
defend itself against the lawsuit.

     Since discovery has only recently commenced, the Company is unable to
assess the likelihood of an adverse result in the class action lawsuit.  There
can be no assurances as to the outcome of such lawsuit.  The inability of the
Company to resolve the claims that are the basis for the lawsuit 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 condition and results of operations.  In any event, the Company's
defense of such lawsuit, even if the outcome is favorable to the Company, may
result in substantial costs to the Company, as well as significant dedication
of management resources.

PAGE 15
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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
         At the annual meeting of the shareholders held on June 30, 1997,
         Robert L. Antin and Richard Gillespie, M.D., were elected to serve as
         Class I Directors of the Company until the year 2000 annual meeting of
         shareholders.  The other directors of the Company are:  Arthur J.
         Antin, Neil Tauber, John B. Chickering, Jr. and John A. Heil.

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 Filed May 1, 1997 

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                                   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:  August 13, 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