PETSMART INC, S-3, 1996-05-07

PETSMART INC
S-3, 1996-05-07
RETAIL STORES, NEC

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY __, 1996

REGISTRATION NO.
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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________
PETSMART, INC.
(Exact name of registrant as specified in its charter)

Delaware 94-3024325
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)

___________
10000 N. 31st Avenue, Suite C-100
Phoenix, AZ 85051
(602) 944-7070
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
___________
MARK S. HANSEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
PETSMART, INC.
10000 N. 31ST AVENUE, SUITE C-100
PHOENIX, AZ 85051
(602) 944-7070
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________
COPIES TO:
ALAN C. MENDELSON, ESQ.
MICHAEL R. JACOBSON, ESQ.
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306
(415) 843-5000
_________________

Approximate date of commencement of proposed sale to public:
FROM TIME TO TIME AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
___________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is filed in a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement of the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
___________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Title of Securities to be Registered Registered Price Per Share (1) Aggregate Offering Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.0001 par value 1,468,245 shares $ 42.625 $ 62,583,943 $ 21,580.67
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) based on the average of the high
and low sale prices on the Nasdaq National Market on May 2, 1996.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE>

This registration statement includes four prospectuses for selling stockholders
who received their shares in four different acquisition transactions pursuant to
four separate agreements. These prospectuses are identical in all material
respects except for the matters set forth under the headings "Selling
Stockholders" and "Plan of Distribution" and related disclosures on the cover
page.
<PAGE>

SUBJECT TO COMPLETION, DATED _________, 1996

PROSPECTUS

150,000 SHARES

PETSMART, INC.

COMMON STOCK

___________________

This Prospectus relates to 150,000 shares of PETsMART, Inc. ("PETsMART" or
the "Company") Common Stock, par value $.0001 (the "Common Stock"), which are
being offered and sold by certain stockholders of the Company (the "Selling
Stockholders"). The Selling Stockholders, directly or through agents, broker-
dealers or underwriters, may sell the Common Stock offered hereby from time to
time on terms to be determined at the time of sale, in transactions on the
Nasdaq National Market or in privately negotiated transactions or in a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at price related to such
prevailing prices or at negotiated prices. The Selling Stockholders have
contractually agreed that sales made pursuant to this Prospectus will be made to
or through a certain investment banking firm. The Selling Stockholders may
effect such transactions by selling shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders or the purchasers of
the shares for whom such broker-dealers may act as agents or to whom they sell
as principal or both (which compensation to a particular broker-dealer may be in
excess of customary commissions). The Company will not receive any proceeds
from the sale of shares by the Selling Stockholders. See "Selling Stockholders"
and "Plan of Distribution."

The Common Stock of the Company is quoted on the Nasdaq National Market
under the symbol "PETM." The last reported sales price of the Company's Common
Stock on the Nasdaq National Market on May 3, 1996 was $41.875 per share.
____________________

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON
PAGE 4.
_____________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

No underwriting commissions or discounts will be paid by the Company in
connection with this offering. Estimated expenses payable by the Company in
connection with this offering, together with the estimated related expenses of
certain other selling shareholders offering stock pursuant to the same
registration statement, are $90,000. The aggregate proceeds to the Selling
Stockholders from the Common Stock will be the purchase price of the Common
Stock sold less the aggregate agents' commissions and underwriters' discounts,
if any, and other expenses of issuance and distribution not borne by the
Company. See "Plan of Distribution."

The Selling Stockholders and any agents, broker-dealers or underwriters
that participate in the distribution of the Common Stock may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Act"), and any commission received by them and any profit on the resale of the
Common Stock purchased by them may be deemed to be underwriting discounts or
commissions under the Act. The Company has agreed to indemnify the Selling
Stockholders and certain other persons against certain liabilities, including
liabilities under the Act.

__________, 1996

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

<PAGE>

AVAILABLE INFORMATION

The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files annual and quarterly reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information may be inspected and copied
at the Commission's Public Reference Section, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, as well as at the Commission's Regional Offices at 7
World Trade Center, 13th Floor, New York, New York 10048; and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can
be obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Common Stock
of the Company is quoted on the Nasdaq National Market. Reports and other
information concerning the Company may be inspected at the National Association
of Securities Dealers, Inc. at 1735 K Street, N.W. Washington, D.C. 20006.

ADDITIONAL INFORMATION

A registration statement on Form S-3 with respect to the Common Stock
offered hereby (the "Registration Statement") has been filed with the Commission
under the Act. This Prospectus does not contain all of the information
contained in such Registration Statement and the exhibits and schedules thereto,
certain portions of which have been omitted pursuant to the rules and
regulations of the Commission. For further information with respect to the
Company and the Common Stock offered hereby, reference is made to the
Registration Statement and the exhibits and schedules thereto. Statements
contained in this Prospectus regarding the contents of any contract or any other
documents are not necessarily complete and, in each instance, reference is
hereby made to the copy of such contract or document filed as an exhibit to the
Registration Statement. The Registration Statement, including exhibits thereto,
may be inspected without charge at the Commission's principal office in
Washington, D.C., and copies of all or any part thereof may be obtained from the
Public Reference Section, Securities and Exchange Commission, Washington, D.C.,
20549, upon payment of the prescribed fees.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Commission under the Exchange Act
(File No. 0-21888) are hereby incorporated by reference into this Prospectus:

(a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 28, 1996, filed on or about April 15, 1996, as amended by Form 10-K/A
filed on or about May 2, 1996, including all material incorporated by
reference therein;

(b) The Company's Current Report on Form 8-K dated January 30, 1996 and
filed on or about February 13, 1996 as amended by a Form 8-K/A dated January 30,
1996 and filed on or about April 15, 1996; and

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. Any
statement contained in this Prospectus or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently-filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the documents that have been
incorporated by reference herein (not including exhibits to such documents
unless such exhibits are specifically incorporated by reference herein or into
such documents). Such request may be directed to: Investor Relations, PETsMART,
Inc., 10000 N. 31st Avenue, Suite C-100, Phoenix, AZ 85051.

<PAGE>

The discussions in this Prospectus and the documents incorporated by
reference herein contain forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
discussed herein and in such incorporated documents. Factors that could cause
or contribute to such differences include, but are not limited to, those
discussed under the heading "Risk Factors" herein, as well as those discussed in
the documents incorporated herein by reference.

<PAGE>

RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING AN INVESTMENT IN THE COMMON
STOCK.

INTEGRATION OF OPERATIONS AS THE RESULT OF ACQUISITIONS

If PETsMART is to realize the anticipated benefits of its recent
acquisitions of Petstuff, Inc., a Delaware corporation ("Petstuff"), Sporting
Dog Specialties, Inc., a New York corporation ("Sporting Dog"), The Pet Food
Giant, Inc., a New Jersey corporation ("Pet Food Giant"), and State Line Tack,
Inc., a New Hampshire corporation ("State Line Tack"), the operations of all of
these companies must be integrated and combined efficiently. The process of
rationalizing stores, supply and distribution channels, computer and accounting
systems and other aspects of operations, while managing a larger and
geographically expanded entity with new equine and catalog businesses, will
present a significant challenge to PETsMART's management. There can be no
assurance that the integration process will be successful or that the
anticipated benefits of these acquisitions will be fully realized. The
dedication of management resources to such integration may detract attention
from the day-to-day business of the Company. The difficulties of integration may
be increased by the necessity of coordinating geographically separated
organizations, integrating personnel with disparate business backgrounds and
combining different corporate cultures. There can be no assurance that the
Company will be able to achieve any expense reductions with the acquired
companies, that there will not be substantial costs associated with any such
reductions or that such reductions will not result in a decrease in revenues or
that there will not be other material adverse effects of these integration
efforts. Such effects could materially reduce the short-term earnings of the
Company. Subsequent to the Petstuff acquisition, PETsMART incurred a charge in
its second quarter ended July 30, 1995 of $38.9 million to reflect its
acquisition of Petstuff, including transaction costs and costs attributable to
lease cancellations, store conversion expenses, severance and employee
relocation costs, the elimination of duplicate management information systems
and facilities, the write-off of assets, the cancellation of certain contractual
obligations and other integration costs. In addition, PETsMART incurred a charge
in its second quarter ended July 30, 1995 of $1.8 million to reflect its
acquisition of Sporting Dog, including transaction costs, costs associated with
the closure of inadequate facilities and other integration costs. PETsMART
incurred a charge in its third fiscal quarter ended October 29, 1995 of
approximately $6.4 million, to reflect its acquisition of Pet Food Giant,
including transaction costs and costs attributable to lease cancellations, store
conversion expenses, employee severance payments, the elimination of duplicate
management information systems and facilities, the write-off of assets, the
cancellation of certain contractual obligations and other integration costs.
PETsMART expects to incur a charge in its first fiscal quarter ending April 28,
1996, currently estimated to be in the range of $3 million to $5 million, to
reflect the acquisition of State Line Tack, including transaction costs,
severance payments, and other integration costs. This amount is a preliminary
estimate only and is therefore subject to change. In addition, there can be no
assurance that PETsMART will not incur additional charges in subsequent quarters
to reflect costs associated with its acquisitions of Petstuff, Sporting Dog, Pet
Food Giant and State Line Tack. The Company may make other acquisitions in the
future. Acquisitions require significant financial and management resources
both at the time of the transaction and during the process of integrating the
newly acquired business into the Company's operations. The Company's operating
results could be adversely affected if it is unable to successfully integrate
such new companies into its operations. Future acquisitions by the Company
could also result in potentially dilutive issuances of securities, the
incurrence of additional debt and contingent liabilities, and amortization
expenses related to goodwill and other intangible assets, which could materially
adversely affect the Company's profitability.

EXPANSION PLANS

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it can be obtained. In addition, PETsMART's bank credit facility requires
PETsMART to meet certain financial covenants, including a minimum net worth,
debt ratio, fixed charge coverage ratio and debt to equity ratio, and includes
restrictions related to payment of cash dividends, capital expenditures, and
PETsMART's ability to incur additional debt (excluding capital leases). To
manage its expansion, PETsMART is continuously evaluating the adequacy of its
existing systems and procedures, including financial controls and management
information systems, product distribution facilities and field and superstore
management. There can be no assurance that PETsMART will anticipate all of the
changing demands which its expanding operations and the acquisitions of
Petstuff, Sporting Dog, Pet Food Giant and State Line Tack will impose on such
systems. PETsMART's failure to expand its distribution capabilities or other
internal systems or procedures as required could adversely affect its future
operating results.

PERFORMANCE OF NEW SUPERSTORES; FUTURE OPERATING RESULTS

A majority of PETsMART's superstores have been open for less than three
years. There can be no assurance that PETsMART's existing superstores will
maintain their profitability or that new superstores will generate sales levels
necessary to achieve store-level profitability, much less profitability
comparable to that of existing superstores. PETsMART has recently opened
superstores in new markets and plans to open additional superstores in other new
markets. There can be no assurance that these stores will be profitable in the
near term or that profitability, if achieved, will be sustained. Moreover, the
Petstuff and Pet Food Giant superstores need to be fully integrated into the
PETsMART organization and, in some cases, represent new geographic markets for
PETsMART. Petstuff and Pet Food Giant have incurred losses in their two most
recent fiscal years, primarily due to the limited operating history of many of
their stores and expenses associated with opening new stores and with developing
an infrastructure to support future growth. There can be no assurance that
PETsMART will be able to operate the former Petstuff or Pet Food Giant stores
profitably in the future. Further, PETsMART intends to open additional
superstores in existing markets, which may have the effect of reducing sales at
existing PETsMART superstores. PETsMART's comparable store sales were 19.8%,
19.1%, and 12.5% for fiscal 1993, fiscal 1994, and fiscal 1995, respectively.
PETsMART anticipates that its rate of comparable store sales growth may be lower
in future periods than the growth rates previously experienced due to the
maturing of the existing store base and the effects of opening additional stores
in existing markets. As a result of PETsMART's rapid expansion, PETsMART expects
its average store contribution and operating margins to be lower in the near
term due to the level of preopening expenses and the lower anticipated sales
volumes of its immature stores. In addition, certain costs, such as those
related to occupancy, are expected to be higher in some of the new geographic
markets PETsMART has recently entered. Finally, due in part to these
acquisitions, period-to-period comparisons of financial results may not be
meaningful and the results of operations for historical periods may not be
indicative of future results.

ENTRY INTO NEW BUSINESS

PETsMART entered the mail order catalog business with its acquisition of
Sporting Dog and substantially increased its equine direct marketing business
with the acquisition of State Line Tack. Although the existing senior
management of both businesses have been retained, there can be no assurance that
these individuals will remain with the Company or that the operation of such
businesses as PETsMART subsidiaries will be successful or that the Company's
strategy of combining retail store and direct mail purchasing, marketing and
product line offerings will be successful.

CANADIAN OPERATIONS

The Company has announced plans to enter the Canadian market by opening 5
superstores in Ontario in the third fiscal quarter of 1996. The Company's
management has never operated stores outside of the United States. There can be
no assurance that PETsMART will be able to successfully operate in Canada or
that the international expansion will be implemented successfully.
International expansion will require significant management resources and, if
unsuccessful, may materially and adversely affect the Company.

RELIANCE ON VENDORS AND PRODUCT LINES

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Premium pet foods for dogs and cats, such as Science Diet, Iams and
Nature's Recipe, make up a significant portion of PETsMART's revenues.
Currently, premium pet foods are not sold in supermarkets, warehouse clubs or by
other mass merchandisers. The Company may be materially adversely affected if
any of the manufacturers of these premium pet foods were to make their products
available in supermarkets or through other mass merchandisers, or if the brands
currently available to such retailers were to gain market share at the expense
of the premium brands sold only through specialty pet food and supply outlets.
In addition, PETsMART's principal vendors currently provide it with certain
incentives, such as volume purchasing, trade discounts, cooperative advertising
and market development funds. A reduction or discontinuance of these incentives
could also have a material adverse effect on the Company. PETsMART has no supply
contracts with any of its premium food or other vendors. While the Company
believes its vendor relationships are satisfactory, a vendor could discontinue
selling to the Company at any time.

COMPETITION

The pet food and supply retailing industry is highly competitive. PETsMART
competes with a wide variety of supermarkets, warehouse clubs and mass
merchandisers, many of which are larger and have significantly greater resources
than PETsMART. PETsMART also competes with a number of other pet supply
warehouse or specialty stores, smaller pet store chains, and independent pet
stores. The industry has become increasingly competitive due to the entrance of
other specialty retailers into the pet food and supply market, some of which
have developed formats similar to that used by PETsMART. If any of the Company's
major competitors, such as supermarkets, warehouse clubs, mass merchandisers, or
specialty pet stores, seek to gain or retain market share by reducing prices,
the Company may be required to reduce its prices in order to remain competitive,
which may have the effect of reducing profits. There can be no assurance that
the Company will not face greater competition from other national or regional
retailers in the future.

QUARTERLY AND SEASONAL FLUCTUATIONS

The timing of new superstore openings and related preopening expenses, and
the amount of revenue contributed by new and existing superstores, may cause the
Company's quarterly results of operations to fluctuate. The Company's business
is also subject to some seasonal fluctuation and it expects to realize a higher
portion of its net sales during the month of December than during the other
months of the year and a lower portion of its net sales in the summer months. In
addition, PETsMART superstores typically draw from a large retail area, and can
also therefore be impacted by adverse weather and travel conditions.

CHANGES IN GOVERNMENT REGULATION

The Company is subject to laws governing its relationship with associates,
including minimum wage requirements, overtime, working conditions and
citizenship requirements. An increase in the minimum wage rate, employee benefit
costs or other costs associated with employees could adversely affect the
Company as well as the retail industry in general. Congress is currently
considering an increase in the minimum wage. In certain locations, PETsMART
leases space to independently-owned-and-operated veterinary clinics, and the
Company intends to lease space within its other superstores to such clinics
where appropriate. Recently, certain states have introduced legislation designed
to restrict the establishment of veterinary clinics in retail stores. If
legislation such as this is enacted, it could limit the Company's ability to
lease space to veterinarians within certain of its superstores.

DEPENDENCE UPON KEY PERSONNEL

PETsMART is dependent to a large degree on the services of Samuel J.
Parker, Chairman; Mark S. Hansen, President and Chief Executive Officer; and C.
Donald Dorsey, Executive Vice President and Chief Financial Officer. The loss of
the services of Messrs. Parker, Hansen or Dorsey could have a material adverse
effect on PETsMART. In addition, there can be no assurance that PETsMART will be
able to attract and retain additional key personnel with the skills and
expertise necessary to manage its planned growth and expansion. PETsMART has
entered into employment letter agreements with each of Messrs. Parker, Hansen
and Dorsey providing for a severance allowance, equal to one year's base salary,
a pro-rata bonus and a one year contribution of health care benefits, in the
event he is terminated by PETsMART for reasons other than cause. The agreement

<PAGE>

with Mr. Parker terminates as of PETsMART's 1997 Annual Stockholders' Meeting,
and the agreements with Messrs. Hansen and Dorsey terminate at the end of the
fiscal year ending February 1, 1998.

ADDITIONAL SHARES TO BE ISSUED BY PETSMART; SHARES ELIGIBLE FOR FUTURE SALE

The Company has 51,707,935 shares outstanding as of May 1, 1996. Of
these shares, approximately 2,235,835 shares are restricted securities which
have been registered for resale under effective registration statements
(File Nos. 33-95008, 33-99194 and 333-________), including the shares which
are the subject of the registration statement of which this prospectus is a
part. In addition, approximately 402,984 shares that were issued in connection
with the acquisition of Pet Food Giant in September, 1995 and approximately
261,847 shares that were issued in connection with the acquisition of State
Line Tack are restricted securities that are not the subject of a current
registration statement. The Company has agreed to register these shares
(if they are not then saleable under Rule 144) within 30 days after it files
its Annual Report on Form 10-K for its fiscal year ended February 2, 1997.
The Company has also filed a "shelf" registration statement on Form S-4
covering 2,000,000 shares to be used for future acquisitions. Sales of
Substantial amounts of Common Stock of the Company in the public market in or
subsequent to this offering could adversely affect the prevailing market price
of the Common Stock.

ANTI-TAKEOVER MEASURES

The PETsMART Certificate and the PETsMART By-laws include provisions that
may be deemed to have anti-takeover effects and may delay, defer or prevent a
change in management or control that stockholders might consider to be in their
best interests. These provisions include (i) a classified Board of Directors
consisting of three classes, (ii) Board of Directors authorization to issue up
to 10,000,000 shares of preferred stock in one or more series with such rights,
obligations, and preferences as the Board of Directors may provide, (iii)
elimination of the right of stockholders to call special meetings of
stockholders, (iv) the elimination of the right of stockholders to act by
written consent, and (v) certain advance notice procedures for nominating
candidates for election to the Board of Directors. In addition, the PETsMART
Certificate requires a 66 2/3% vote of stockholders to (i) alter or amend the
PETsMART By-laws; (ii) remove a director without cause; or (iii) alter, amend or
repeal certain sections of the Certificate. In addition, PETsMART is subject to
the provisions of Section 203 of the Delaware Law, which may have the effect of
restricting changes in control.

POSSIBLE VOLATILITY OF STOCK PRICE

Since the initial public offering of the Company's Common Stock in July
1993, the market value of the Company's Common Stock has been subject to
significant fluctuation. The market price of the Common Stock may continue to
be subject to significant fluctuations in response to operating results and
other factors. In addition, the stock market in recent years has experienced
price and volume fluctuations that often have been unrelated or disproportionate
to the operating performance of companies. These fluctuations, as well as
general economic and market conditions, may adversely affect the market price of
the Common Stock.

<PAGE>

THE COMPANY

PETsMART is the leading operator of superstores specializing in pet food,
pet supplies, and pet services in the United States. As of March 29, 1996,
PETsMART operated 283 superstores in 33 states. PETsMART expects to open at
least 50 superstores in fiscal 1996. PETsMART endeavors to offer the pet owner
the most complete assortment of pet products and services available, at prices
that are typically 10% to 30% below those offered by supermarkets and other
traditional pet food and pet supply outlets.

PETsMART carries an extensive selection of pet foods and treats, including
premium labels such as Science Diet and Iams, as well as other national brand-
name products such as Ralston Purina and Alpo and its own corporate brand
products. PETsMART's broad assortment of pet supplies includes collars, leashes,
health aids, shampoos, medications, toys, animal carriers, dog houses, cat
furniture, and equestrian supplies. Other products include fresh water tropical
fish and, in most superstores, domestically bred birds. To attract new customers
and to engender customer loyalty, PETsMART is a leader in the introduction of
innovative marketing programs, merchandising techniques and services for the pet
owner. For example, PETsMART offers on-site professional grooming services in
most superstores, conducts periodic vaccination clinics and obedience classes,
sponsors Luv-A-Pet adoption program and, in selected superstores, leases space
to independently owned and operated veterinary clinics.

PETsMART's prototype 26,000 square foot superstore carries approximately
12,000 pet-related items as compared to an average of approximately 800 such
items in a typical supermarket, 20 such items in a typical warehouse club, 500
such items in a typical mass merchandiser and 1,000 items in a traditional pet
store. PETsMART's superstores utilize a hybrid retail-warehouse format that
reinforces the image of warehouse shopping at discount prices, enhances
merchandise presentation and provides a fun shopping experience for customers
and their pets. PETsMART superstores are generally located in sites co-anchored
by strong consumables-oriented retailers or other destination superstores, or
near major regional malls.

PETsMART is also the leading direct marketer of pet and equine supplies
through direct mail (catalog) operations which are managed by its Sporting Dog
and State Line Tack subsidiaries.

PETsMART was incorporated in Delaware in August 1986. The Company's
principal executive offices are located at 10000 N. 31st Avenue, Suite C-100,
Phoenix, Arizona 85051 and its telephone number is (602) 944-7070.

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders in the offering.

DIVIDEND POLICY

PETsMART has never paid any cash dividends on its Common Stock. The
Company presently intends to retain earnings for use in its business and
therefore does not anticipate paying cash dividends in the foreseeable future.
In addition, the Company is prohibited from paying any cash dividends without
prior bank approval under the terms of its bank credit facility.

<PAGE>

SELLING STOCKHOLDERS

The following table sets forth the names of the Selling Stockholders, the
number of shares of Common Stock owned beneficially by each of them as of April
1, 1996 and the number of shares which may be offered pursuant to this
Prospectus. This information is based upon information provided by the Selling
Stockholders. The Selling Stockholders may sell all, some or none of their
Common Stock being offered.

SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO NUMBER OWNED AFTER
OFFERING(1) OF SHARES OFFERING(1)(3)
---------------------- BEING ------------------------
NAME NUMBER PERCENT(2) OFFERED NUMBER PERCENT(2)
- ------------------------------------------- ------- ---------- --------- ------- ----------
<S> <C> <C> <C> <C> <C>
William C. Davidson (4) . . . . . . . . . . 112,570 * 19,400 93,170 *

Robert Davidson (5) . . . . . . . . . . . . 143,613 * 27,714 115,899 *

Wm. Davidson Children's Trust (6) . . . . . 21,041 * 4,157 16,884 *

Wm. Davidson Children's Trust II (6). . . . 21,041 * 4,157 16,884 *

Canaan Venture L.P. . . . . . . . . . . . . 46,568 * 7,434 39,134 *

Canaan Venture (Offshore) L.P., C.V. . . . 111,286 * 17,765 93,521 *

J. H. Whitney & Co. . . . . . . . . . . . . 21,491 * 5,040 16,451 *

Whitney 1990 Equity Fund, L.P. . . . . . . 85,967 * 20,159 65,808 *

Davidson Holding Co., Inc. (7). . . . . . . 65,907 * 12,117 53,790 *

A. C. Israel Enterprises, Inc. (8). . . . . 67,164 * 10,721 56,443 *

PAW Partners, L.P. . . . . . . . . . . . . 80,012 * 18,763 61,249 *

J. S. Frelinghuysen, Jr. . . . . . . . . . 2,686 * 429 2,257 *

Leo Kahn . . . . . . . . . . . . . . . . . 5,715 * 1,340 4,375 *

Thomas Israel (9) . . . . . . . . . . . . . 5,037 * 804 4,233 *

</TABLE>

* Less than one percent.

(1) Unless otherwise indicated below, the persons named in the table have sole
voting and investment power with respect to all shares beneficially owned
by them, subject to community property laws where applicable.

(2) Applicable percentage of ownership is based on 51,638,713 shares of
Common Stock outstanding on April 1, 1996.

<PAGE>

(3) Assumes the sale of all shares offered hereby.

(4) Does not include 65,907 shares owned of record by Davidson Holding Co.,
Inc., over which William Davidson exercises shared voting power, 21,041
shares owned by the William Davidson Children's Trust, and 21,041 shares
owned by the William Davidson Children's Trust II. Mr. Davidson disclaims
beneficial ownership of the shares owned by the William Davidson Children's
Trust and the William Davidson Children's Trust II, over which he holds no
voting power.

(5) Does not include 65,907 shares owned of record by Davidson Holding Co.,
Inc., over which Robert Davidson exercises shared voting power.

(6) Does not include 112,570 shares beneficially owned by William C. Davidson.

(7) Does not include 112,570 shares beneficially owned by William C. Davidson
and 143,613 shares beneficially owned by Robert Davidson.

(8) Does not include 5,037 shares beneficially owned by Thomas Israel, the
Chairman of A.C. Israel Enterprises, Inc.

(9) Does not include 67,164 shares owned by A.C. Israel Enterprises, Inc.
of which Mr. Israel is the Chairman of the Board.

PLAN OF DISTRIBUTION

The Company is registering the shares of Common Stock offered by the
Selling Stockholders hereunder pursuant to contractual registration rights
contained in the Agreement and Plan of Reorganization and Plan of Merger among
PETsMART, Turnpike Acquisition Corp., and the Pet Food Giant, Inc. ("Pet Food
Giant") dated as of August 17, 1995 (the "Reorganization Agreement"). Under
Section 8.1(a)(i) of the Reorganization Agreement, the Selling Stockholders have
agreed to sell the shares of Common Stock offered hereby only to or through
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"). DLJ may receive
compensation in the form of underwriting discounts, commissions or concessions
from the Selling Stockholders or the purchasers of shares for whom they may act
as agent. Sales may be made on the Nasdaq National Market or in private
transactions or in a combination of such methods of sale, at fixed prices that
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Selling
Stockholders and any persons who participate in the distribution of the Common
Stock offered hereby may be deemed to be underwriters within the meaning of the
Act, and any discounts, commissions or concessions received by them and any
provided pursuant to the sale of shares by them might be deemed to be
underwriting discounts and commissions under the Act.

In order to comply with the securities laws of certain states, if
applicable, the Common Stock may be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Common Stock may not be sold unless it has been registered or qualified for sale
or an exemption from registration or qualification requirements is available and
is complied with.

The Company has agreed in the Reorganization Agreement to register the
shares of PETsMART Common Stock received by the Selling Stockholders and certain
other persons pursuant to the Reorganization Agreement under applicable Federal
and state securities laws under certain circumstances and at certain times.
Pursuant to such agreement, the Company has filed a registration statement
related to the shares offered hereby and has agreed to keep such registration
statement effective until the earliest of (i) the termination of the holding
period requirements under Rule 144, or (ii) the sale of all the securities
registered thereunder. The Company will pay substantially all of the expenses
incident to the offering and sale of the Common Stock to the public, other than
commissions, concessions and discounts of underwriters, dealers or agents. Such
expenses (excluding such commissions and discounts), are estimated to be
$90,000. The Reorganization Agreement provides for cross-indemnification of the
Selling Stockholders and the Company to the extent permitted by law, for losses,
claims, damages, liabilities and expenses arising, under certain circumstances,
out of any registration of the Common Stock.

LEGAL MATTERS

The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Cooley Godward Castro Huddleson & Tatum, Palo
Alto, California.

EXPERTS

10.

<PAGE>

("Petstuff"), Sporting Dog Specialties, Inc. and affiliates ("Sporting Dog"),
and The Pet Food Giant, Inc. ("PFG"), have been audited by Price Waterhouse LLP,
independent accountants, and insofar as they relate to the financial statements
of "PETZAZZ" for the ten months ended January 31, 1994, not included separately
herein, by Coopers and Lybrand L.L.P., to Petstuff as of January 29, 1995 and
for each of the two years in the period ended January 29, 1995, not included
separately herein, by Deloitte & Touche LLP, to Sporting Dog as of January 31,
1995 and for each of the two years in the period ended January 31, 1995, not
included separately herein, by Davie, Kaplan & Braverman, P.C., and to PFG as of
December 31, 1994 and for each of the two years in the period ended December 31,
1994, not included separately herein, by Coopers & Lybrand L.L.P., whose reports
are incorporated by reference. Such financial statements have been so
incorporated in reliance on the reports of such independent accountants given on
the authority of said firms as experts in auditing and accounting.

The consolidated balance sheet of Petstuff, Inc. and subsidiaries as of
January 29, 1995, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the two years in the period
ended January 29, 1995 incorporated by reference in this Prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report incorporated by reference herein (which report expresses an unqualified
opinion and includes an explanatory paragraph regarding a certain complaint) and
has been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.

The combined financial statements of Sporting Dog Specialties, Inc. and
affiliates as of January 31, 1995 and the related combined statements of income
and cash flows for each of the two years in the period ended January 31, 1995
incorporated by reference in this Prospectus, have been audited by Davie, Kaplan
& Braverman, P.C., independent auditors, as stated in their report incorporated
by reference herein and are so incorporated in reliance upon the report of such
firm given on their authority as experts in accounting and auditing.

The consolidated financial statements of The Pet Food Giant, Inc. as of
December 31, 1994 and for the two years in the period ended December 31, 1994
incorporated by reference in this Prospectus, have been audited by Coopers &
Lybrand L.L.P., independent auditors, as stated in their report incorporated by
reference herein and is so incorporated in reliance upon the report of such firm
given on their authority as experts in accounting and auditing.

The consolidated financial statements of State Line Tack, Inc. ("State Line
Tack") as of December 31, 1995 and for each of the three years in the period
ended December 31, 1995, incorporated by reference in this Prospectus, have been
audited by Arthur Andersen LLP, independent auditors, as stated in their report
incorporated by reference herein and is so incorporated in reliance upon the
report of such firm given on their authority as experts in accounting and
auditing.

The supplemental consolidated financial statements of PETsMART as of
January 28, 1996 and January 29, 1995 and for each of the three years in the
period ended January 28, 1996, incorporated by reference in this Prospectus,
except as they relate to PETZAZZ, Petstuff, Sporting Dog, PFG and State Line
Tack, have been audited by Price Waterhouse LLP, independent accountants, and
insofar as they relate to the financial statements of PFG as of December 31,
1994 and for each of the two years in the period ended December 31, 1994, not
included separately herein, by Coopers & Lybrand L.L.P., and insofar as they
relate to the financial statements of State Line Tack, as of December 31, 1995
and for each of the three years in the period ended December 31, 1995, not
included separately herein, by Arthur Andersen LLP, and insofar as they relate
to the financial statements of Petstuff as of January 29, 1995 and for each of
the two years in the period ended January 29, 1995, not included separately
herein, by Deloitte & Touche LLP, and insofar as they relate to the financial
statements of Sporting Dog as of January 31, 1995 and for each of the two years
in the period ended January 31, 1995, not included separately herein, by Davie,
Kaplan and Braverman, P.C., and insofar as they relate to the financial
statements of PETZAZZ for the ten months ended January 31, 1994 not included
separately herein, by Coopers & Lybrand L.L.P., whose reports thereon are
incorporated by reference. Such financial statements have been so incorporated
in reliance on the reports of such independent accountants given on the
authority of such firms as experts in auditing and accounting.

11.

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER
OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME
DOES NOT IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE HEREOF.

____________________________

TABLE OF CONTENTS

PAGE
----
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference. . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Dividend Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

____________________________

150,000 SHARES

PETSMART, INC.

COMMON STOCK

____________________

PROSPECTUS

____________________

____________, 1996

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

12.

<PAGE>

SUBJECT TO COMPLETION, DATED __________, 1996

PROSPECTUS

975,000 SHARES

PETSMART, INC.

COMMON STOCK

___________________

This Prospectus relates to 975,000 shares of PETsMART, Inc. ("PETsMART" or
the "Company") Common Stock, par value $.0001 (the "Common Stock"), which are
being offered and sold by certain stockholders of the Company (the "Selling
Stockholders"). The Selling Stockholders, directly or through agents, broker-
dealers or underwriters, may sell the Common Stock offered hereby from time to
time on terms to be determined at the time of sale, in transactions on the
Nasdaq National Market or in privately negotiated transactions or in a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at price related to such
prevailing prices or at negotiated prices. The Selling Stockholders have
contractually agreed that sales made pursuant to this Prospectus will be made to
or through a certain investment banking firm. The Selling Stockholders may
effect such transactions by selling shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders or the purchasers of
the shares for whom such broker-dealers may act as agents or to whom they sell
as principal or both (which compensation to a particular broker-dealer may be in
excess of customary commissions). The Company will not receive any proceeds
from the sale of shares by the Selling Stockholders. See "Selling Stockholders"
and "Plan of Distribution."

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON
PAGE 4.
_____________________

<PAGE>

AVAILABLE INFORMATION

ADDITIONAL INFORMATION

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Commission under the Exchange Act
(File No. 0-21888) are hereby incorporated by reference into this Prospectus:

(b) The Company's Current Report on Form 8-K dated January 30, 1996 and
filed on or about February 13, 1996 as amended by a Form 8-K/A dated January 30,
1996 and filed on or about April 15, 1996; and

<PAGE>

RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING AN INVESTMENT IN THE COMMON
STOCK.

INTEGRATION OF OPERATIONS AS THE RESULT OF ACQUISITIONS

EXPANSION PLANS

PETsMART has expanded from two superstores at the beginning of fiscal 1988
to 283 superstores as of March 29, 1996. PETsMART expects to open at least 50
superstores in fiscal 1996. The Company's ability to continue to open
superstores on a timely basis will depend upon a number of factors, including
the identification of suitable sites, the negotiation of leases for those sites
on acceptable terms, the construction or refurbishment of sites, the hiring,
training and retention of skilled managers and personnel and other factors, some
of which may be beyond the Company's control. As a result, there can be no
assurance that the Company will be able to achieve its targets for opening new
superstores. In addition, PETsMART is restricted under its bank credit facility
from incurring capital expenditures (excluding capital leases) in excess of $40
million in any fiscal year. While PETsMART expects to continue its current
practice of leasing its stores and equipment and does not anticipate needing a
waiver of this restriction, there can be no assurance that this will be the
case, or that if a waiver is needed it can be obtained. In addition, PETsMART's
bank credit facility requires PETsMART to meet certain financial covenants,
including a minimum net worth, debt ratio, fixed charge coverage ratio and
debt to equity ratio, and includes restrictions related to payment of cash
dividends, capital expenditures, and PETsMART's ability to incur additional
debt (excluding capital leases). To manage its expansion, PETsMART is
continuously evaluating the adequacy of its existing systems and procedures,
including financial controls and management information systems, product
distribution facilities and field and superstore management. There can be no
assurance that PETsMART will anticipate all of the changing demands which its
expanding operations and the acquisitions of Petstuff, Sporting Dog, Pet Food
Giant and State Line Tack will impose on such systems. PETsMART's failure to
expand its distribution capabilities or other internal systems or procedures
as required could adversely affect its future operating results.

<PAGE>

PERFORMANCE OF NEW SUPERSTORES; FUTURE OPERATING RESULTS

ENTRY INTO NEW BUSINESS

CANADIAN OPERATIONS

RELIANCE ON VENDORS AND PRODUCT LINES

<PAGE>

COMPETITION

QUARTERLY AND SEASONAL FLUCTUATIONS

CHANGES IN GOVERNMENT REGULATION

DEPENDENCE UPON KEY PERSONNEL

<PAGE>

with Mr. Parker terminates as of PETsMART's 1997 Annual Stockholders' Meeting,
and the agreements with Messrs. Hansen and Dorsey terminate at the end of the
fiscal year ending February 1, 1998.

ADDITIONAL SHARES TO BE ISSUED BY PETSMART; SHARES ELIGIBLE FOR FUTURE SALE

The Company has 51,707,935 shares outstanding as of May 1, 1996. Of
these shares, approximately 2,235,835 shares are restricted securities which
have been registered for resale under effective registration statements
(File Nos. 33-95008, 33-99194 and 333-________), including the shares which are
the subject of the registration statement of which this prospectus is a part.
In addition, approximately 402,984 shares that were issued in connection with
the acquisition of Pet Food Giant in September, 1995 and approximately 261,847
shares that were issued in connection with the acquisition of State Line Tack
are restricted securities that are not the subject of a current registration
statement. The Company has agreed to register these shares (if they are not
then saleable under Rule 144) within 30 days after it files its Annual Report
on Form 10-K for its fiscal year ended February 2, 1997. The Company has also
filed a "shelf" registration statement on Form S-4 covering 2,000,000 shares to
be used for future acquisitions. Sales of substantial amounts of Common Stock
of the Company in the public market in or subsequent to this offering could
adversely affect the prevailing market price of the Common Stock.

ANTI-TAKEOVER MEASURES

POSSIBLE VOLATILITY OF STOCK PRICE

<PAGE>

THE COMPANY

PETsMART is also the leading direct marketer of pet and equine supplies
through direct mail (catalog) operations which are managed by its Sporting Dog
and State Line Tack subsidiaries.

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders in the offering.

DIVIDEND POLICY

<PAGE>

SELLING STOCKHOLDERS

The following table sets forth the names of the Selling Stockholders, the
number of shares of Common Stock owned beneficially by each of them as of
April 1, 1996 and the number of shares which may be offered pursuant to this
Prospectus. This information is based upon information provided by the Selling
Stockholders. The Selling Stockholders may sell all, some or none of their
Common Stock being offered.

SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO NUMBER OWNED AFTER
OFFERING(1) OF SHARES OFFERING(1)(3)
-------------------- BEING ---------------------
NAME NUMBER PERCENT(2) OFFERED NUMBER PERCENT(2)
- --------------------------------- ------- ---------- --------- ------- ----------
<S> <C> <C> <C> <C> <C>
Robert Sperandio(4) . . . . . . . 618,250 1.2 393,000 225,250 *

Jacqueline Sperandio . . . . . . 608,625 1.2 393,000 215,625 *

Elizabeth F. Sperandio . . . . . 150,500 * 94,500 56,000 *

Mark C. Sperandio . . . . . . . . 150,500 * 94,500 56,000 *

</TABLE>

* Less than one percent.

(2) Applicable percentage of ownership is based on 51,638,713 shares of
Common Stock outstanding on April 1, 1996.

(3) Assumes the sale of all shares offered hereby and no additional shares
registered under registration statement No. 33-95008.

(4) Does not include 608,625 shares owned by Mr. Sperandio's spouse.

(5) Does not include 618,250 shares owned by Mrs. Sperandio's spouse.

PLAN OF DISTRIBUTION

The Company is registering the shares of Common Stock offered by the
Selling Stockholders hereunder pursuant to contractual registration rights
contained in the Agreement and Plan of Reorganization among PETsMART, Remington
Acquisition Corp., Sporting Dog Specialties, Inc. ("SDSI") and the shareholders
of SDSI, executed on April 3, 1995 as amended as of April 18, 1995 (the
"Reorganization Agreement"). Under Section 8.1(a)(1) of the Reorganization
Agreement, the Selling Stockholders have agreed to sell the shares of Common
Stock offered hereby only to or through Donaldson, Lufkin & Jenrette Securities
Corporation ("DLJ"). DLJ may receive compensation in the form of underwriting
discounts, commissions or concessions from the Selling Stockholders and/or the
purchasers of shares for whom they may act as agent. Sales may be made on the
Nasdaq National Market or in private transactions or in a combination of such
methods of sale, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may from time to time
enter into short sales and use the shares registered hereunder to cover such
short positions. The Selling Stockholders may effect such transactions by
selling shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders or the purchasers of the shares for whom such broker-
dealers may act as agents or to whom they sell as principal or both (which
compensation to a particular broker-dealer may be in excess of customary
commissions). The Selling Stockholders and any persons who participate in the
distribution of the Common Stock offered hereby may be deemed to be underwriters
within the meaning of the

<PAGE>

Act, and any discounts, commissions or concessions received by them and any
provided pursuant to the sale of shares by them might be deemed to be
underwriting discounts and commissions under the Act.

The Company has agreed in the Reorganization Agreement to register the
shares of PETsMART Common Stock received by the Selling Stockholders and certain
other persons pursuant to the Reorganization Agreement under applicable Federal
and state securities laws under certain circumstances and at certain times.
Pursuant to such agreement, the Company has filed a registration statement
related to the shares offered hereby and has agreed to keep such registration
statement effective until the earlier of (i) the second anniversary of the
closing of the SDSI Merger (May 16, 1997) or (ii) the sale of all the securities
registered thereunder. The Company will pay substantially all of the expenses
incident to the offering and sale of the Common Stock to the public, other than
commissions, concessions and discounts of underwriters, dealers or agents. Such
expenses (excluding such commissions and discounts), together with the expenses
of a related offering of Common Stock by certain other selling stockholders
pursuant to the same Registration Statement are estimated to be $90,000. The
Reorganization Agreement provides for cross-indemnification of the Selling
Stockholders and the Company to the extent permitted by law, for losses, claims,
damages, liabilities and expenses arising, under certain circumstances, out of
any registration of the Common Stock.

LEGAL MATTERS

The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Cooley Godward Castro Huddleson & Tatum, Palo
Alto, California.

EXPERTS

The consolidated financial statements of PETsMART, Inc. as of January 28, 1996
and January 29, 1995 and for each of the three years in the period ended January
28, 1996, incorporated by reference in this Prospectus, except as they relate to
The Weisheimer Companies, Inc. d/b/a PETZAZZ ("PETZAZZ"), Petstuff, Inc.
("Petstuff"), Sporting Dog Specialties, Inc. and affiliates ("Sporting Dog"),
and The Pet Food Giant, Inc. ("PFG"), have been audited by Price Waterhouse LLP,
independent accountants, and insofar as they relate to the financial statements
of "PETZAZZ" for the ten months ended January 31, 1994, not included separately
herein, by Coopers and Lybrand L.L.P., to Petstuff as of January 29, 1995 and
for each of the two years in the period ended January 29, 1995, not included
separately herein, by Deloitte & Touche LLP, to Sporting Dog as of January 31,
1995 and for each of the two years in the period ended January 31, 1995, not
included separately herein, by Davie, Kaplan & Braverman, P.C., and to PFG as of
December 31, 1994 and for each of the two years in the period ended December 31,
1994, not included separately herein, by Coopers & Lybrand L.L.P., whose reports
are incorporated by reference. Such financial statements have been so
incorporated in reliance on the reports of such independent accountants given on
the authority of said firms as experts in auditing and accounting.

10.

<PAGE>

independent auditors, as stated in their report incorporated by reference herein
and are so incorporated in reliance upon the report of such firm given on their
authority as experts in accounting and auditing.

11.

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE
PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE
DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

______________________________

TABLE OF CONTENTS

PAGE
----
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference. . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Dividend Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

______________________________

975,000 SHARES

PETSMART, INC.

COMMON STOCK

--------------------

PROSPECTUS

--------------------

____________, 1996

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

12.

<PAGE>

SUBJECT TO COMPLETION, DATED ________, 1996

PROSPECTUS

300,000 SHARES

PETSMART, INC.

COMMON STOCK

___________________

This Prospectus relates to 300,000 shares of PETsMART, Inc. ("PETsMART" or
the "Company") Common Stock, par value $.0001 (the "Common Stock"), which are
being offered and sold by certain stockholders of the Company (the "Selling
Stockholders"). The Selling Stockholders, directly or through agents, broker-
dealers or underwriters, may sell the Common Stock offered hereby from time to
time on terms to be determined at the time of sale, in transactions on the
Nasdaq National Market or in privately negotiated transactions or in a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at price related to such
prevailing prices or at negotiated prices. The Selling Stockholders have
contractually agreed that sales made pursuant to this Prospectus will be made to
or through certain investment banking firms. The Selling Stockholders may
effect such transactions by selling shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders or the purchasers of
the shares for whom such broker-dealers may act as agents or to whom they sell
as principal or both (which compensation to a particular broker-dealer may be in
excess of customary commissions). The Company will not receive any proceeds
from the sale of shares by the Selling Stockholders. See "Selling Stockholders"
and "Plan of Distribution."

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON
PAGE 4.
_____________________

<PAGE>

AVAILABLE INFORMATION

ADDITIONAL INFORMATION

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Commission under the Exchange Act
(File No. 0-21888) are hereby incorporated by reference into this Prospectus:

(b) The Company's Current Report on Form 8-K dated January 30, 1996 and
filed on or about February 13, 1996 as amended by a Form 8-K/A dated January 30,
1996 and filed on or about April 15, 1996; and

<PAGE>

RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING AN INVESTMENT IN THE COMMON
STOCK.

INTEGRATION OF OPERATIONS AS THE RESULT OF ACQUISITIONS

EXPANSION PLANS

<PAGE>

PETsMART expects to continue its current practice of leasing its stores and
equipment and does not anticipate needing a waiver of this restriction, there
can be no assurance that this will be the case, or that if a waiver is needed it
can be obtained. In addition, PETsMART's bank credit facility requires PETsMART
to meet certain financial covenants, including a minimum net worth, debt ratio,
fixed charge coverage ratio and debt to equity ratio, and includes restrictions
related to payment of cash dividends, capital expenditures, and PETsMART's
ability to incur additional debt (excluding capital leases). To manage its
expansion, PETsMART is continuously evaluating the adequacy of its existing
systems and procedures, including financial controls and management information
systems, product distribution facilities and field and superstore management.
There can be no assurance that PETsMART will anticipate all of the changing
demands which its expanding operations and the acquisitions of Petstuff,
Sporting Dog, Pet Food Giant and State Line Tack will impose on such systems.
PETsMART's failure to expand its distribution capabilities or other internal
systems or procedures as required could adversely affect its future operating
results.

PERFORMANCE OF NEW SUPERSTORES; FUTURE OPERATING RESULTS

ENTRY INTO NEW BUSINESS

CANADIAN OPERATIONS

<PAGE>

RELIANCE ON VENDORS AND PRODUCT LINES

COMPETITION

QUARTERLY AND SEASONAL FLUCTUATIONS

CHANGES IN GOVERNMENT REGULATION

DEPENDENCE UPON KEY PERSONNEL

<PAGE>

PETsMART has entered into employment letter agreements with each of Messrs.
Parker, Hansen and Dorsey providing for a severance allowance, equal to one
year's base salary, a pro-rata bonus and a one year contribution of health care
benefits, in the event he is terminated by PETsMART for reasons other than
cause. The agreement with Mr. Parker terminates as of PETsMART's 1997 Annual
Stockholders' Meeting, and the agreements with Messrs. Hansen and Dorsey
terminate at the end of the fiscal year ending February 1, 1998.

ADDITIONAL SHARES TO BE ISSUED BY PETSMART; SHARES ELIGIBLE FOR FUTURE SALE

The Company has 51,707,935 shares outstanding as of May 1, 1996. Of
these shares, approximately 2,235,835 shares are restricted securities which
have been registered for resale under effective registration statements
(File Nos. 33-95008, 33-99194 and 333-________), including the shares which are
the subject of the registration statement of which this prospectus is a part.
In addition, approximately 402,984 shares that were issued in connection with
the acquisition of Pet Food Giant in September, 1995 and approximately 261,847
shares that were issued in connection with the acquisition of State Line Tack
are restricted securities that are not the subject of a current registration
statement. The Company has agreed to register these shares (if they are not
then saleable under Rule 144) within 30 days after it files its Annual Report
on Form 10-K for its fiscal year ended February 2, 1997. The Company has also
filed a "shelf" registration statement on Form S-4 covering 2,000,000 shares
to be used for future acquisitions. Sales of substantial amounts of Common
Stock of the Company in the public market in or subsequent to this offering
could adversely affect the prevailing market price of the Common Stock.

ANTI-TAKEOVER MEASURES

POSSIBLE VOLATILITY OF STOCK PRICE

<PAGE>

THE COMPANY

PETsMART is also the leading direct marketer of pet and equine supplies
through direct mail (catalog) operations which are managed by its Sporting Dog
and State Line Tack subsidiaries.

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders in the offering.

DIVIDEND POLICY

<PAGE>

SELLING STOCKHOLDERS

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO NUMBER OWNED AFTER
OFFERING(1) OF SHARES OFFERING(1)(3)
-------------------- BEING -----------------------
NAME NUMBER PERCENT(2) OFFERED NUMBER PERCENT(2)
- --------------------------------------- ------- ---------- --------- ------- -----------
<S> <C> <C> <C> <C> <C>
Beta Partners, L.P (4). . . . . . . . . 56,440 * 30,137 26,303

Stephen L. Day (5) . . . . . . . . . . 125,262 * 57,684 67,578 *

Fleet Venture Resources, Inc. . . . . . 19,561 * 10,445 9,116 *

Fleet Venture Partners IV, L.P. . . . . 8,383 * 4,476 3,907 *

Hambro International Venture
Fund II, L.P. . . . . . . . . . . . . . 124,916 * 66,700 58,216 *

Hambro International Venture
Fund Offshore II L.P. . . . . . . . . . 46,201 * 24,670 21,531 *

Kearsarge Capital Fund, L.P. . . . . . 63,314 * 33,808 29,506 *

The Palmer Organization III, L.P. . . . 126,949 * 67,786 59,163 *

William G. Schmidt . . . . . . . . . . 8,042 * 4,294 3,748 *

</TABLE>

* Less than one percent.

(2) Applicable percentage of ownership is based on 51,638,713 shares of
Common Stock outstanding on April 1, 1996.

(3) Assumes the sale of all shares offered hereby.

(4) Beta Management Partners, L.P. ("Beta Management"), the general partner
of Beta Partners, L.P. ("Beta Partners"), exercises sole voting and
investment powers with respect to the 56,440 shares held by Beta
Partners. The general partners of Beta Management disclaim beneficial
ownership of all shares held by Beta Partners except to the extent of
their proportionate pecuniary interests therein.

(5) Includes Mr. Day's right to acquire 17,232 shares of the Company's Common
Stock pursuant to outstanding stock options.

PLAN OF DISTRIBUTION

The Company is registering the shares of Common Stock offered by the
Selling Stockholders hereunder pursuant to contractual registration rights
contained in the Registration Rights Agreement by and among PETsMART and the
Selling Stockholders dated as of January 30, 1996 (the "Registration Rights
Agreement") entered into pursuant to the Agreement and Plan of Reorganization
and Plan of Merger among PETsMART, Stallion Acquisition Corp., and State Line
Tack ("State Line") dated as of December 20, 1995 (the "Reorganization
Agreement"). Under Section 2.1(a) of the Registration Rights Agreement, the
Selling Stockholders have agreed to sell the shares of Common Stock offered
hereby only to or through Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ")

<PAGE>

or Wessels, Arnold & Henderson, L.L.C. ("Wessels"). DLJ or Wessels may receive
compensation in the form of underwriting discounts, commissions or concessions
from the Selling Stockholders or the purchasers of shares for whom they may act
as agent. Sales may be made on the Nasdaq National Market or in private
transactions or in a combination of such methods of sale, at fixed prices that
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Selling
Stockholders and any persons who participate in the distribution of the Common
Stock offered hereby may be deemed to be underwriters within the meaning of the
Act, and any discounts, commissions or concessions received by them and any
provided pursuant to the sale of shares by them might be deemed to be
underwriting discounts and commissions under the Act.

The Company has agreed in the Registration Rights Agreement to register the
shares of PETsMART Common Stock received by the Selling Stockholders and certain
other persons pursuant to the Reorganization Agreement under applicable Federal
and state securities laws under certain circumstances and at certain times.
Pursuant to such agreement, the Company has filed a registration statement
related to the shares offered hereby and has agreed to keep such registration
statement effective until the earliest of (i) the termination of the holding
period requirements under Rule 144, or (ii) the sale of all the securities
registered thereunder. The Company will pay substantially all of the expenses
incident to the offering and sale of the Common Stock to the public, other than
commissions, concessions and discounts of underwriters, dealers or agents. Such
expenses (excluding such commissions and discounts), are estimated to be
$90,000. The Reorganization Agreement provides for cross-indemnification of the
Selling Stockholders and the Company to the extent permitted by law, for losses,
claims, damages, liabilities and expenses arising, under certain circumstances,
out of any registration of the Common Stock.

LEGAL MATTERS

The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Cooley Godward Castro Huddleson & Tatum, Palo
Alto, California.

EXPERTS

The consolidated financial statements of PETsMART, Inc. as of January 28,
1996 and January 29, 1995 and for each of the three years in the period ended
January 28, 1996, incorporated by reference in this Prospectus, except as they
relate to The Weisheimer Companies, Inc. d/b/a PETZAZZ ("PETZAZZ"), Petstuff,
Inc. ("Petstuff"), Sporting Dog Specialties, Inc. and affiliates ("Sporting
Dog"), and The Pet Food Giant, Inc. ("PFG"), have been audited by Price
Waterhouse LLP, independent accountants, and insofar as they relate to the
financial statements of "PETZAZZ" for the ten months ended January 31, 1994, not
included separately herein, by Coopers and Lybrand L.L.P., to Petstuff as of
January 29, 1995 and for each of the two years in the period ended January 29,
1995, not included separately herein, by Deloitte & Touche LLP, to Sporting Dog
as of January 31, 1995 and for each of the two years in the period ended January
31, 1995, not included separately herein, by Davie, Kaplan & Braverman, P.C.,
and to PFG as of December 31, 1994 and for each of the two years in the period
ended December 31, 1994, not included separately herein, by Coopers & Lybrand
L.L.P., whose reports are incorporated by reference. Such financial statements
have been so incorporated in reliance on the reports of such independent
accountants given on the authority of said firms as experts in auditing and
accounting.

10.

<PAGE>

incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

11.

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

____________________________

TABLE OF CONTENTS

PAGE
----
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference. . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Dividend Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

____________________________

300,000 SHARES

PETSMART, INC.

COMMON STOCK

____________________

PROSPECTUS

____________________

____________, 1996

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

12.

<PAGE>

SUBJECT TO COMPLETION, DATED _________,1996

PROSPECTUS

43,245 SHARES

PETSMART, INC.

COMMON STOCK

___________________

This Prospectus relates to 43,245 shares of PETsMART, Inc. ("PETsMART" or
the "Company") Common Stock, par value $.0001 (the "Common Stock"), which are
being offered and sold by certain stockholders of the Company (the "Selling
Stockholders"). The Selling Stockholders, directly or through agents, broker-
dealers or underwriters, may sell the Common Stock offered hereby from time to
time on terms to be determined at the time of sale, in transactions on the
Nasdaq National Market or in privately negotiated transactions or in a
combination of such methods of sale, at fixed prices that may be changed, at
market prices prevailing at the time of sale, at price related to such
prevailing prices or at negotiated prices. The Selling Stockholders have
contractually agreed that sales made pursuant to this Prospectus will be made to
or through a certain investment banking firm. The Selling Stockholders may
effect such transactions by selling shares to or through broker-dealers, and
such broker-dealers may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders or the purchasers of
the shares for whom such broker-dealers may act as agents or to whom they sell
as principal or both (which compensation to a particular broker-dealer may be in
excess of customary commissions). The Company will not receive any proceeds
from the sale of shares by the Selling Stockholders. See "Selling Stockholders"
and "Plan of Distribution."

THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON
PAGE 4.
_____________________

<PAGE>

AVAILABLE INFORMATION

ADDITIONAL INFORMATION

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Commission under the Exchange Act
(File No. 0-21888) are hereby incorporated by reference into this Prospectus:

(b) The Company's Current Report on Form 8-K dated January 30, 1996 and
filed on or about February 13, 1996 as amended by a Form 8-K/A dated January 30,
1996 and filed on or about April 15, 1996; and

<PAGE>

RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING AN INVESTMENT IN THE COMMON
STOCK.

INTEGRATION OF OPERATIONS AS THE RESULT OF ACQUISITIONS

EXPANSION PLANS

<PAGE>

PERFORMANCE OF NEW SUPERSTORES; FUTURE OPERATING RESULTS

ENTRY INTO NEW BUSINESS

CANADIAN OPERATIONS

RELIANCE ON VENDORS AND PRODUCT LINES

<PAGE>

COMPETITION

QUARTERLY AND SEASONAL FLUCTUATIONS

CHANGES IN GOVERNMENT REGULATION

DEPENDENCE UPON KEY PERSONNEL

<PAGE>

with Mr. Parker terminates as of PETsMART's 1997 Annual Stockholders' Meeting,
and the agreements with Messrs. Hansen and Dorsey terminate at the end of the
fiscal year ending February 1, 1998.

ADDITIONAL SHARES TO BE ISSUED BY PETSMART; SHARES ELIGIBLE FOR FUTURE SALE

The Company has 51,707,935 shares outstanding as of May 1, 1996. Of
these shares, approximately 2,235,835 shares are restricted securities which
have been registered for resale under effective registration statements
(File Nos. 33-95008, 33-99194 and 333-________), including the shares which
are the subject of the registration statement of which this prospectus is a
part. In addition, approximately 402,984 shares that were issued in connection
with the acquisition of Pet Food Giant in September, 1995 and approximately
261,847 shares that were issued in connection with the acquisition of State
Line Tack are restricted securities that are not the subject of a current
registration statement. The Company has agreed to register these shares (if
they are not then saleable under Rule 144) within 30 days after it files its
Annual Report on Form 10-K for its fiscal year ended February 2, 1997. The
Company has also filed a "shelf" registration statement on Form S-4 covering
2,000,000 shares to be used for future acquisitions. Sales of substantial
amounts of Common Stock of the Company in the public market in or subsequent
to this offering could adversely affect the prevailing market price of the
Common Stock. The exercise of outstanding options would, in addition, increase
the number of shares of Common Stock outstanding and have a dilutive effect on
earnings per share.

ANTI-TAKEOVER MEASURES

POSSIBLE VOLATILITY OF STOCK PRICE

<PAGE>

THE COMPANY

PETsMART is also the leading direct marketer of pet and equine supplies
through direct mail (catalog) operations which are managed by its Sporting Dog
and State Line Tack subsidiaries.

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders in the offering.

DIVIDEND POLICY

<PAGE>

SELLING STOCKHOLDERS

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO NUMBER OWNED AFTER
OFFERING(1) OF SHARES OFFERING(1)(3)
-------------------- BEING -----------------------
NAME NUMBER PERCENT(2) OFFERED NUMBER PERCENT(2)
- --------------------------------------- ------- ---------- --------- ------- -----------
<S> <C> <C> <C> <C> <C>
Ronald Tenney (4) . . . . . . . . . . . 53,245 * 43,245 10,000 *

</TABLE>

* Less than one percent.

(2) Applicable percentage of ownership is based on 51,638,713 shares of
Common Stock outstanding on April 1, 1996.

(3) Assumes the sale of all shares offered hereby.

(4) Includes Mr. Tenney's right to acquire 10,000 shares of the Company's
Common Stock pursuant to outstanding stock options.

PLAN OF DISTRIBUTION

The Company is registering the shares of Common Stock offered by the
Selling Stockholders hereunder pursuant to contractual registration rights
contained in the Asset Purchase Agreement among PETsMART, PETsMART Veterinary
Services, Inc., Veterinary Management Services, P.C., and Ronald Tenney, D.V.M.
("Ronald Tenney") dated as of February 27, 1996 (the "Asset Purchase
Agreement"). Under Section 8(a) of the Asset Purchase Agreement, the Selling
Stockholders have agreed to sell the shares of Common Stock offered hereby only
to or through Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"). DLJ
may receive compensation in the form of underwriting discounts, commissions or
concessions from the Selling Stockholders or the purchasers of shares for whom
they may act as agent. Sales may be made on the Nasdaq National Market or in
private transactions or in a combination of such methods of sale, at fixed
prices that may be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated prices. The
Selling Stockholders and any persons who participate in the distribution of the
Common Stock offered hereby may be deemed to be underwriters within the meaning
of the Act, and any discounts, commissions or concessions received by them and
any provided pursuant to the sale of shares by them might be deemed to be
underwriting discounts and commissions under the Act.

The Company has agreed in the Asset Purchase Agreement to register the
shares of PETsMART Common Stock received by the Selling Stockholders and certain
other persons pursuant to the Asset Purchase Agreement under applicable Federal
and state securities laws under certain circumstances and at certain times.
Pursuant to such agreement, the Company has filed a registration statement
related to the shares offered hereby. The Company will pay substantially all of
the expenses incident to the offering and sale of the Common Stock to the
public, other than

<PAGE>

commissions, concessions and discounts of underwriters, dealers or agents. Such
expenses (excluding such commissions and discounts), are estimated to be
$90,000.

LEGAL MATTERS

The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Cooley Godward Castro Huddleson & Tatum, Palo
Alto, California.

EXPERTS

The consolidated financial statements of PETsMART, Inc. as of January 28,
1996 and January 29, 1995 and for each of the three years in the period ended
January 28, 1996, incorporated by reference in this Prospectus, except as they
relate to The Weisheimer Companies, Inc. d/b/a PETZAZZ ("PETZAZZ"), Petstuff,
Inc. ("Petstuff"), Sporting Dog Specialties, Inc. and affiliates ("Sporting
Dog"), and The Pet Food Giant, Inc. ("PFG"), have been audited by Price
Waterhouse LLP, independent accountants, and insofar as they relate to the
financial statements of "PETZAZZ" for the ten months ended January 31, 1994, not
included separately herein, by Coopers and Lybrand L.L.P., to Petstuff as of
January 29, 1995 and for each of the two years in the period ended January 29,
1995, not included separately herein, by Deloitte & Touche LLP, to Sporting Dog
as of January 31, 1995 and for each of the two years in the period ended January
31, 1995, not included separately herein, by Davie, Kaplan & Braverman, P.C.,
and to PFG as of December 31, 1994 and for each of the two years in the period
ended December 31, 1994, not included separately herein, by Coopers & Lybrand
L.L.P., whose reports are incorporated by reference. Such financial statements
have been so incorporated in reliance on the reports of such independent
accountants given on the authority of said firms as experts in auditing and
accounting.

10.

<PAGE>

of PFG as of December 31, 1994 and for each of the two years in the period ended
December 31, 1994, not included separately herein, by Coopers & Lybrand L.L.P.,
and insofar as they relate to the financial statements of State Line Tack, as of
December 31, 1995 and for each of the three years in the period ended December
31, 1995, not included separately herein, by Arthur Andersen LLP, and insofar as
they relate to the financial statements of Petstuff as of January 29, 1995 and
for each of the two years in the period ended January 29, 1995, not included
separately herein, by Deloitte & Touche LLP, and insofar as they relate to the
financial statements of Sporting Dog as of January 31, 1995 and for each of the
two years in the period ended January 31, 1995, not included separately herein,
by Davie, Kaplan and Braverman, P.C., and insofar as they relate to the
financial statements of PETZAZZ for the ten months ended January 31, 1994 not
included separately herein, by Coopers & Lybrand L.L.P., whose reports thereon
are incorporated by reference. Such financial statements have been so
incorporated in reliance on the reports of such independent accountants given on
the authority of such firms as experts in auditing and accounting.

11.

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

____________________________

TABLE OF CONTENTS

PAGE
----
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference. . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Dividend Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

____________________________

43,245 SHARES

PETSMART, INC.

COMMON STOCK

____________________

PROSPECTUS

____________________

____________, 1996

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

12.

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth all expenses, other than the underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of the Common Stock being registered. All the amounts shown are estimates
except for the registration fee.

Registration fee . . . . . . . . . $ 21,581
Legal fees and expenses. . . . . . 30,000
Accounting Fees and Expenses . . . 30,000
Miscellaneous. . . . . . . . . . . 8,419
---------
Total. . . . . . . . . . . . . . $ 90,000
---------
---------

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

The Registrant's Certificate of Incorporation and Bylaws include provisions
to (i) eliminate the personal liability of its directors for monetary damages
resulting from breaches of their fiduciary duty to the extent permitted by
Section 102(b)(7) of the General Corporation Law of Delaware (the "Delaware
Law") and (ii) require the Registrant to indemnify its directors and officers to
the fullest extent permitted by Section 145 of the Delaware Law, including
circumstances in which indemnification is otherwise discretionary. Pursuant to
Section 145 of the Delaware Law, a corporation generally has the power to
indemnify its present and former directors, officers, employees and agents
against expenses incurred by them in connection with any suit to which they are,
or are threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they reasonably
believed to be in, or not opposed to, the best interests of a corporation, and,
with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. The Registrant believes that these provisions are
necessary to attract and retain qualified persons as directors and officers.
These provisions do not eliminate liability for breach of the director's duty of
loyalty to the Registrant or its stockholders, for acts or omissions not in good
faith or involving intentional misconduct or knowing violations of law, for any
transaction from which the director derived an improper personal benefit or for
any willful or negligent payment of any unlawful dividend or any unlawful stock
purchase agreement or redemption.

The Registrant has entered into agreements with its directors and executive
officers that require the Registrant to indemnify such persons against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or officer of the
Registrant or any of its listed enterprises, provided such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the Registrant and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The indemnification agreements also set forth certain procedures that will apply
in the event of a claim for indemnification thereunder.

The Registrant has purchased an insurance policy covering the officers and
directors of the Registrant with respect to certain liabilities arising under
the Securities Act or otherwise.

II-1

<PAGE>

ITEM 16. EXHIBITS

(a) Exhibits.

Exhibit
Number Description of Document
------- -----------------------
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Davie, Kaplan & Braverman, P.C.
23.5 Consent of Coopers & Lybrand L.L.P.
23.6 Consent of Arthur Andersen LLP
23.7 Consent of Cooley Godward Castro Huddleson &
Tatum. Reference is made to Exhibit 5.1.

- --------------------------

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;

(i) To include any prospectus required by Section 10(a)(3) of
The Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) of this section do
not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

II-2

<PAGE>

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to provisions described in Item 15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

II-3

<PAGE>

SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, State of
Arizona, on May 7, 1996.

PETsMART, Inc.

By /s/ Mark S. Hansen
---------------------------------
Mark S. Hansen
President, Chief Executive
Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark S. Hansen and C. Donald Dorsey, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.

<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/ Samuel J. Parker Chairman of the Board May 7, 1996
- ------------------------------
Samuel J. Parker

/s/ Mark S. Hansen President, Chief Executive May 7, 1996
- ------------------------------ Officer and Director
Mark S. Hansen (PRINCIPAL EXECUTIVE OFFICER)

/s/ C. Donald Dorsey Executive Vice President and May 7, 1996
- ------------------------------ Chief Financial Officer
C. Donald Dorsey (PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER)

/s/ Denis L. Defforey Director May 7, 1996
- ------------------------------
Denis L. Defforey

/s/ Donna R. Ecton Director May 7, 1996
- ------------------------------
Donna R. Ecton

/s/ Philip L. Francis Director May 7, 1996
- ------------------------------
Philip L. Francis

/s/ Gerald R. Gallagher Director May 7, 1996
- ------------------------------
Gerald R. Gallagher

/s/ Lawrence S. Phillips Director May 7, 1996
- ------------------------------
Lawrence S. Phillips

/s/ Thomas G. Stemberg Director May 7, 1996
- ------------------------------
Thomas G. Stemberg

<PAGE>

[COOLEY GODWARD CASTRO HUDDLESON & TATUM LETTERHEAD]

May 7, 1996

PETsMART, Inc.
10000 N. 31st Avenue
Suite C-100
Phoenix, Arizona 85051

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection
with the filing on May 7, 1996 by PETsMART, Inc. (the "Company") of a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission, with respect to the offer and sale of up
to 1,468,245 shares of the Company's Common Stock, $.0001 par value (the
"Common Stock"), by certain former shareholders of Sporting Dog Specialties,
Inc. ("SDSI"), the Pet Food Giant, Inc. ("Pet Food Giant"), State Line Tack,
Inc. ("State Line Tack") and by Ronald Tenney D.V.M..

In connection with this opinion, we have examined and relied upon the
Registration Statement; the Company's Certificate of Incorporation, as
amended, and Bylaws; the Agreement and Plan of Reorganization dated April 3,
1995, amended as of April 18, 1995, by and among the Company, Remington
Acquisition Corp., SDSI and the shareholders of SDSI; the Agreement and Plan
of Reorganization and Plan of Merger among the Company, Turnpike Acquisition
Corp., and Pet Food Giant, the Agreement and Plan of Reorganization dated
December 20, 1995, by and among the Company, Stallion Acquisition Corp. and
State Line Tack; the Asset Purchase Agreement among the Company, PETsMART
Veterinary Management Services, Inc. and Ronald Tenney, D.V.M.; and, the
originals or copies certified to our satisfaction of such records, documents,
certificates, memoranda and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below.

On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the shares of Common Stock are validly issued, fully paid and
nonassessable.

We consent to the reference to our firm under the caption "Legal Matters" in the
Registration Statement and to the filing of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

COOLEY GODWARD CASTRO
HUDDLESON & TATUM

By: /s/ Robert J. Brigham
----------------------
Robert J. Brigham

<PAGE>

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
March 22, 1996, appearing on page F-2 of PETsMART, Inc.'s Annual Report on Form
10-K for the year ended January 28, 1996. We also consent to the incorporation
by reference of our report dated March 22, 1996, appearing on pages F-2 and F-3
of the Current Report on Form 8-K/A dated January 30, 1996 and filed on or about
April 15, 1996. We also consent to the reference to us under the heading
"Experts" in such Prospectus.

/s/ Price Waterhouse LLP
Price Waterhouse LLP

Phoenix, Arizona
May 1, 1996

<PAGE>

[COOPERS & LYBRAND LETTERHEAD]

Exhibit 23.2a

CONSENT OF INDEPENDENT ACCOUNTANTS

_______________

We hereby consent to the incorporation by reference in the registration
statement of PETsMART, Inc. and Subsidiaries on Form S-3, Registration No. to be
assigned on or about May 3, 1996, of our report dated April 21, 1995, on our
audits of the financial statements (not included separately in the Annual Report
on Form 10-K) of The Pet Food Giant, Inc., which report is included on Form
10-K of PETsMART, Inc. for the fiscal year ended January 28, 1996.

/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.

Parsippany, New Jersey
May 1, 1996

<PAGE>

[COOPERS & LYBRAND LETTERHEAD]

Exhibit 23.2b

CONSENT OF INDEPENDENT ACCOUNTANTS

________________

We hereby consent to the incorporation by reference in the registration
statement of PETsMART, Inc. and Subsidiaries on Form S-3, Registration No. to be
assigned on or about May 3, 1996, of our report dated April 21, 1995, on our
audits of the financial statements of The Pet Food Giant, Inc., which report is
included on Form 8-K/A of PETsMART, Inc., dated January 30, 1996 filed on or
about April 15, 1996.

/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.

Parsippany, New Jersey
May 1, 1996

<PAGE>

Exhibit 23.3

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
PETsMART, Inc. on Form S-3 of our report dated March 17, 1995 (June 21, 1995 as
to Note 11)(which expresses an unqualified opinion and includes an explanatory
paragraph regarding a certain complaint) relating to the consolidated financial
statements of Petstuff, Inc. and subsidiaries as of January 29, 1995 and for
each of the two years in the period ended January 29, 1995 appearing in the
Current Report on Form 8-K/A of PETsMART, Inc. dated January 30, 1996 and in the
Annual Report on Form 10-K of PETsMART, Inc. for the fiscal year ended January
28, 1996 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP

Atlanta, Georgia
May 1, 1996

<PAGE>

Exhibit 23.4

[DAVIE, KAPLAN & BRAVERMAN, P.C. LETTERHEAD]

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
registration statement on Form S-3 of PETsMART, Inc. and Subsidiaries of our
report dated June 9, 1995, relating to the combined financial statements of
Sporting Dog Specialties, Inc. and Affiliates, which appears in such Prospectus.
We also consent to the references to us under the heading "Experts" in such
prospectus.

/s/ Davie, Kaplan & Braverman, P.C.
DAVIE, KAPLAN & BRAVERMAN, P.C.

Rochester, New York
May 1, 1996

<PAGE>

Exhibit 23.5a

[COOPERS & LYBRAND LETTERHEAD]

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of PETsMART, Inc. and Subsidiaries of our report dated
March 24, 1994, on our audits of the financial statements (not included
separately in the Annual Report on Form 10-K) of The Weisheimer Companies, Inc.,
which report is included on Form 10-K of PETsMART, Inc. and Subsidiaries for
fiscal year ended January 28, 1996.

/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.

Columbus, Ohio
May 1, 1996

<PAGE>

Exhibit 23.5b

[COOPERS & LYBRAND LETTERHEAD]

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of PETsMART, Inc. and Subsidiaries of our report dated
March 24, 1994, on our audits of the financial statements (not included
separately herein) of The Weisheimer Companies, Inc., which report is included
on Form 8-K/A of PETsMART, Inc. and Subsidiaries for fiscal year ended January
28, 1996.

/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.

Columbus, Ohio
May 1, 1996

<PAGE>
EXHIBIT 23.6

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 of our report dated March 22, 1996 on the financial
statements of State Line Tack, Inc. (the Company) as of December 31, 1995 and
1994, and for the three year period ended December 31, 1995 included in
PETsMART, Inc.'s Form 8-K/A filed on April 15, 1996. It should be noted that we
have not audited any financial statements of the Company subsequent to December
31, 1995 or performed any audit procedures subsequent to the date of our report.

/s/ Arthur Andersen LLP
Arthur Andersen LLP

Boston, Massachusetts
May 1, 1996