PETSMART INC, POS AM, 1996-09-13

PETSMART INC
POS AM, 1996-09-13
RETAIL STORES, NEC

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 13, 1996
REGISTRATION NO. 333-03251

================================================================================

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

POST-EFFECTIVE AMENDMENT NO. 1 TO
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
incorporation or organization) Number)
___________
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 LLP
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. [ ]
___________

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.

This Post-Effective Amendment No. 1 to the Registration Statement reflects
the shares issued on July 19, 1996 as the result of a 2-for-1 stock split of the
Registrant's Common Stock effected in the form of a stock dividend to the
Registrant's stockholders of record on July 8, 1996. All share and per share
data in this Post-Effective Amendment No. 1 to the Registration Statement and
the related Prospectuses has been restated to reflect this stock split.

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PROSPECTUS

1,950,000 SHARES

PETsMART, INC.

COMMON STOCK

___________________

This Prospectus relates to 1,950,000 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 September 12, 1996 was $26.25 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.

September 13, 1996

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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 a Form 10-K/A
filed on or about April 22, 1996, including all material incorporated by
reference therein;

(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 28, 1996, filed on or about June 12, 1996, including all material
incorporated by reference therein;

(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 28, 1996, filed on or about September 9, 1996, including all material
incorporated by reference therein;

(d) 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

(e) The description of the Common Stock contained in the Company's Current
Report on Form 8-K, dated June 21, 1996 and filed on or about September 10,
1996.

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.

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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.

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.

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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 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 fiscal 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. PETsMART incurred an
additional nonrecurring charge of $10.8 million in its fiscal quarter ended July
28, 1996, reflecting: (i) lease settlement costs associated with 17 Petstuff
stores closed immediately following the June 1995 acquisition, (ii) lease
settlement costs for seven lease commitments for Petstuff stores that were not
opened because they would have been duplicate or inadequate facilities and (iii)
Petstuff store conversion costs, that were in excess of the Company's original
estimates. PETsMART incurred a charge in its fiscal 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 fiscal quarter
ended October 29, 1995 of $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 incurred a charge in its fiscal quarter
ending April 28, 1996 of $8.1 million, to reflect the acquisition of State Line
Tack, including transaction costs, severance payments and other integration
costs. 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

PETsMART has expanded from two superstores at the beginning of fiscal 1988
to 299 superstores as of July 28, 1996. PETsMART expects to open at least 18
additional superstores during the balance of 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

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its bank credit facility from incurring capital expenditures (excluding capital
leases) in excess of $65 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.

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
its 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. Although PETsMART's comparable store sales
increased 19.8%, 19.1%, and 12.5% for fiscal 1993, fiscal 1994 and fiscal 1995,
respectively, and 12.0% for the first two quarters of fiscal 1996. PETsMART
anticipates that its rate of comparable store sales growth may be lower in
future periods than the growth rates previously experienced due to maturation 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 BUSINESSES

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. Prior to these acquisitions, the
Company's management had no experience in the mail order catalog business, and
only limited experience in the equine direct mail business. There can be no
assurance 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
five superstores in Ontario in the fourth 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.

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RELIANCE ON VENDORS AND PRODUCT LINES

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
through 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. In certain locations,
PETsMART leases space to veterinary clinics, including both clinics operated
by a subsidiary of PETsMART and independently-operated clinics, and the
Company intends to lease space to clinics in other superstores as
appropriate. Statutes and regulations in certain states or Canadian provinces
affecting the ownership of veterinary practices or the operation of
veterinary clinics within retail stores may impact the Company's ability to
operate veterinary clinics within certain of its facilities.

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

<PAGE>

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

The Company had 105,511,270 shares outstanding as of September 1, 1996. Of
these shares, approximately 2,582,044 shares are restricted securities which
have been registered for resale under effective registration statements (File
Nos. 33-95008, 33-99194 and 333-03251), including the shares which are the
subject of the registration statement of which this prospectus is a part. In
addition, approximately 979,328 shares that were issued in connection with the
acquisition of Pet Food Giant in September 1995 and approximately 523,694 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) in September 1996, in the case of the Pet Food Giant
shares, and within 30 days after it files its Annual Report on Form 10-K for its
fiscal year ended February 2, 1997 with respect to the State Line Tack shares.
The Company has also filed a "shelf" registration statement on Form S-4 covering
4,000,000 shares to be used for future acquisitions of which 435,928 shares have
been issued to date. 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,
supplies, and services in the United States. As of July 28, 1996, PETsMART
operated 299 superstores in 33 states. PETsMART expects to open at least 18
additional superstores during the balance of 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 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.

On July 19, 1996, the Company effected a 2-for-1 split of its common stock
in the form of a stock dividend to its stockholders of record on July 8, 1996.
All share and per share data in this Registration Statement and the related
Prospectus has been restated to reflect this stock split.

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
September 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 NUMBER SHARES BENEFICIALLY
OWNED PRIOR TO OF SHARES OWNED AFTER
OFFERING(1) BEING OFFERING(1)(3)
--------------------- -----------------------
NAME NUMBER PERCENT(2) OFFERED NUMBER PERCENT(2)
- ----------------------------------- ------- ---------- -------- ------- ----------
<S> <C> <C> <C> <C> <C>

Robert Sperandio . . . . . . . . . 836,690 * 786,000 50,690 *

Jacqueline Sperandio . . . . . . . 807,250 * 786,000 21,250 *

Elizabeth F. Sperandio . . . . . . 201,000 * 189,000 12,000 *

Mark C. Sperandio. . . . . . . . . 201,000 * 189,000 12,000 *

* Less than one percent.

</TABLE>

(1) 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 105,511,270 shares of
Common Stock outstanding on September 1, 1996.

(3) Assumes the sale of all shares offered hereby and the sale of no shares
pursuant to Registration No. 33-95008. If all the shares registered
pursuant to Registration Statement No. 333-03251 were also sold, none of
the selling stockholders would own any shares of the Company's Common
Stock, except for Robert Sperandio who would own 190 shares purchased on
the open market.

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.

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 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 LLP, 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. ("Pet Food Giant"), 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 Pet Food Giant 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.

10.

<PAGE>

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. 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, Pet Food Giant and
State Line Tack, Inc. ("State Line"), have been audited by Price Waterhouse LLP,
independent accountants, and insofar as they relate to the financial statements
of Pet Food Giant 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, 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 . . . . . . . . . . . . . . . . . . . . . . . . 9
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

___________________

================================================================================

1,950,000 SHARES

PETsMART, INC.

COMMON STOCK

___________________

PROSPECTUS

___________________

September 13, 1996

================================================================================
<PAGE>

PROSPECTUS

206,996 SHARES

PETsMART, INC.

COMMON STOCK

___________________

This Prospectus relates to 206,996 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>

September 13, 1996

<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:

(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 a Form
10-K/A filed on or about April 22, 1996, including all material incorporated by
reference therein;

(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 28, 1996, filed on or about June 12, 1996, including all
material incorporated by reference therein;

(c) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 28, 1996, filed on or about September 9, 1996, including all
material incorporated by reference therein;

(d) 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

(e) The description of the Common Stock contained in the Company's
Current Report on Form 8-K, dated June 21, 1996 and filed on or about
September 10, 1996.

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.

<PAGE>

The discussions in this Prospectus and the documents incorporated by
reference herein contains 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 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 fiscal 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. PETsMART incurred an additional
nonrecurring charge of $10.8 million in its fiscal quarter ended July 28, 1996,
reflecting: (i) lease settlement costs associated with 17 Petstuff stores closed
immediately following the June 1995 acquisition, (ii) lease settlement costs for
seven lease commitments for Petstuff stores that were not opened because they
would have been duplicate or inadequate facilities and (iii) Petstuff store
conversion costs, that were in excess of the Company's original estimates.
PETsMART incurred a charge in its fiscal 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 fiscal quarter ended October 29, 1995
of $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 incurred a charge in its fiscal quarter ending April 28, 1996 of $8.1
million, to reflect the acquisition of State Line Tack, including transaction
costs, severance payments and other integration costs. 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

PETsMART has expanded from two superstores at the beginning of fiscal
1988 to 299 superstores as of July 28, 1996. PETsMART expects to open at least
18 additional superstores during the balance of 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

<PAGE>

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 $65 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.

PERFORMANCE OF NEW SUPERSTORES; FUTURE OPERATING RESULTS

ENTRY INTO NEW BUSINESSES

CANADIAN OPERATIONS

<PAGE>

RELIANCE ON VENDORS AND PRODUCT LINES

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. In certain locations,
PETsMART leases space to veterinary clinics, including both clinics operated
by a subsidiary of PETsMART and independently-operated clinics, and the
Company intends to lease space to clinics in other superstores as
appropriate. Statutes and regulations in certain states or Canadian provinces
affecting the ownership of veterinary practices or the operation of
veterinary clinics within retail stores may impact the Company's ability to
operate veterinary clinics within certain of its facilities.

DEPENDENCE UPON KEY PERSONNEL

<PAGE>

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

The Company had 105,511,270 shares outstanding as of September 1, 1996.
Of these shares, approximately 2,582,044 shares are restricted securities which
have been registered for resale under effective registration statements (File
Nos. 33-95008, 33-99194 and 333-03251), including the shares which are the
subject of the registration statement of which this prospectus is a part. In
addition, approximately 979,328 shares that were issued in connection with the
acquisition of Pet Food Giant in September 1995 and approximately 523,694 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) in September 1996, in the case of the Pet Food Giant
shares, and within 30 days after it files its Annual Report on Form 10-K for its
fiscal year ended February 2, 1997 with respect to the State Line Tack shares.
The Company has also filed a "shelf" registration statement on Form S-4 covering
4,000,000 shares to be used for future acquisitions of which 435,928 shares have
been issued to date. 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

<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 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.

On July 19, 1996, the company effected a 2-for-1 split of its common
stock in the form of a stock dividend to its stockholders of record on July
8, 1996. All share and per share data in this Prospectus has been restated to
reflect this stock split.

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
September 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 NUMBER SHARES BENEFICIALLY
OWNED PRIOR TO OF SHARES OWNED AFTER
OFFERING(1) BEING OFFERING(1)(3)
---------------------- ---------- ------------------------
NAME NUMBER PERCENT(2) OFFERED (4) NUMBER PERCENT(2)
- ------------------------------------ ------ ----------- ----------- ------ -----------
<S> <C> <C> <C> <C> <C>

William C. Davidson (5). . . . . . 163,058 * 36,400 126,658 *

Robert Davidson (6). . . . . . . . 267,226 * 55,428 211,798 *

Wm. Davidson Children's
Trust (7). . . . . . . . . . . . . 42,082 * 8,314 33,768 *

Wm. Davidson Children's
Trust II (7) . . . . . . . . . . . 42,082 * 8,314 33,768 *

Canaan Venture L.P.. . . . . . . . 93,136 * 14,868 78,268 *

Canaan Venture
(Offshore) L.P., C.V.. . . . . . . 222,578 * 35,530 187,048 *

Davidson Holding Co.,
Inc. (8) . . . . . . . . . . . . . 131,814 * 24,234 107,580 *

A. C. Israel Enterprises,
Inc. (9) . . . . . . . . . . . . . 94,328 * 21,442 72,886 *

J. S. Frelinghuysen, Jr. . . . . . 5,372 * 858 4,514 *

Thomas Israel (10) . . . . . . . . 10,074 * 1,608 8,466 *

* Less than one percent.

</TABLE>

(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 105,511,270 shares of
Common Stock outstanding on September 1, 1996.

(3) Assumes the sale of all shares offered hereby and none sold pursuant to
Registration Statement No. 33-99194.

(4) Figures in this column are net of shares sold between the effective date
of this offering and September 1, 1996. A total of 93,004 shares of the
300,000 originally registered had been sold prior to September 1, 1996;
only 206,996 remain to be sold hereunder.

(5) Does not include 131,614 shares owned of record by Davidson Holding Co.,
Inc., over which William Davidson exercises shared voting power, 42,082
shares owned by the William Davidson Children's Trust, and 42,082 shares
owned by the William Davidson Children's Trust II. Mr. Davidson
disclaims beneficial

10.

<PAGE>

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.

(6) Does not include 131,614 shares owned of record by Davidson Holding Co.,
Inc., over which Robert Davidson exercises shared voting power.

(7) Does not include 163,058 shares owned of record by William Davidson.

(8) Does not include 163,058 shares owned of record by William Davidson, and
267,226 shares owned of record by Robert Davidson.

(9) Does not include 10,074 shares owned of record by Thomas Israel, the
chairman of A. C. Israel Enterprises, Inc.

(10) Does not include 94,328 shares owned of record by A. C. Israel
Enterprises, Inc., of which Mr. Israel is 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.

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.

11.

<PAGE>

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.

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 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.

12.

<PAGE>

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.

13.

<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
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Dividend Policy. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Plan of Distributions. . . . . . . . . . . . . . . . . . . . . . . . . .11
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

___________________

================================================================================

206,996 SHARES

PETsMART, INC.

COMMON STOCK

___________________

PROSPECTUS

___________________

SEPTEMBER 13, 1996

================================================================================

14.

<PAGE>

PROSPECTUS

41,616 SHARES

PETsMART, INC.

COMMON STOCK

___________________

This Prospectus relates to 41,616 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.
_____________________

September 13, 1996

<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:

(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 a Form
10-K/A filed on or about April 22, 1996, including all material incorporated by
reference therein;

(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended April 28, 1996, filed on or about June 12, 1996, including all
material incorporated by reference therein;

(c) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 28, 1996, filed on or about September 9, 1996, including all
material incorporated by reference therein;

(d) 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

(e) The description of the Common Stock contained in the Company's
Current Report on Form 8-K, dated June 21, 1996 and filed on or about
September 10, 1996.

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.

<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 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 fiscal 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. PETsMART incurred an additional
nonrecurring charge of $10.8 million in its fiscal quarter ended July 28, 1996,
reflecting: (i) lease settlement costs associated with 17 Petstuff stores closed
immediately following the June 1995 acquisition, (ii) lease settlement costs for
seven lease commitments for Petstuff stores that were not opened because they
would have been duplicate or inadequate facilities and (iii) Petstuff store
conversion costs, that were in excess of the Company's original estimates.
PETsMART incurred a charge in its fiscal 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 fiscal quarter ended October 29, 1995
of $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 incurred a charge in its fiscal quarter ending April 28, 1996 of $8.1
million, to reflect the acquisition of State Line Tack, including transaction
costs, severance payments and other integration costs. 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

PETsMART has expanded from two superstores at the beginning of fiscal
1988 to 299 superstores as of July 28, 1996. PETsMART expects to open at least
18 additional superstores during the balance of 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

<PAGE>

PERFORMANCE OF NEW SUPERSTORES; FUTURE OPERATING RESULTS

ENTRY INTO NEW BUSINESSES

CANADIAN OPERATIONS

<PAGE>

RELIANCE ON VENDORS AND PRODUCT LINES

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. In certain locations,
PETsMART leases space to veterinary clinics, including both clinics operated
by a subsidiary of PETsMART and independently-operated clinics, and the
Company intends to lease space to clinics in other superstores as
appropriate. Statutes and regulations in certain states or Canadian provinces
affecting the ownership of veterinary practices or the operation of
veterinary clinics within retail stores may impact the Company's ability to
operate veterinary clinics within certain of its facilities.

DEPENDENCE UPON KEY PERSONNEL

<PAGE>

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

The Company had 105,511,270 shares outstanding as of September 1, 1996.
Of these shares, approximately 2,582,044 shares are restricted securities which
have been registered for resale under effective registration statements (File
Nos. 33-95008, 33-99194 and 333-03251), including the shares which are the
subject of the registration statement of which this prospectus is a part. In
addition, approximately 979,328 shares that were issued in connection with the
acquisition of Pet Food Giant in September 1995 and approximately 523,694 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) in September 1996, in the case of the Pet Food Giant
shares, and within 30 days after it files its Annual Report on Form 10-K for its
fiscal year ended February 2, 1997 with respect to the State Line Tack shares.
The Company has also filed a "shelf" registration statement on Form S-4 covering
4,000,000 shares to be used for future acquisitions of which 435,928 shares have
been issued to date. 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

<PAGE>

THE COMPANY

PETsMART is the leading operator of superstores specializing in pet
food, supplies, and services in the United States. As of July 28, 1996, PETsMART
operated 299 superstores in 33 states. PETsMART expects to open at least 18
additional superstores during the balance of 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 veterinary clinics.

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.

On July 19, 1996, the Company effected a 2-for-1 split of its common
stock in the form of a stock dividend to its stockholders of record on July 8,
1996. All share and per share data in this Registration Statement and the
related Prospectus has been restated to reflect this stock split.

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
September 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 NUMBER SHARES BENEFICIALLY
OWNED PRIOR TO OF SHARES OWNED AFTER
OFFERING BEING OFFERING(1)
--------------------- --------------------
NAME NUMBER PERCENT(2) OFFERED(3) NUMBER PERCENT(2)
- --------------------------------------- -------- ---------- ---------- ------ ----------
<S> <C> <C> <C> <C> <C>

Kearsarge Capital Fund, L.P. . . . . . 41,616 * 41,616 29,507 *

</TABLE>

* Less than one percent.

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

(2) Applicable percentage of ownership is based on 105,511,270 shares of Common
Stock outstanding on September 1, 1996.

(3) Figures in this column as net of shares sold between the effective date of
this offering and September 1, 1996. A total of 558,384 shares of the
600,000 originally registered had been sold prior to September 1, 1996;
only 41, 616 remain to be sold hereunder.

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") 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

<PAGE>

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.

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.

10.

<PAGE>

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

___________________

================================================================================

41,616 SHARES

PETsMART, INC.

COMMON STOCK

___________________

PROSPECTUS

___________________

SEPTEMBER 13, 1996

================================================================================

<PAGE>

PROSPECTUS

86,490 SHARES

PETsMART, INC.

COMMON STOCK

___________________

This Prospectus relates to 86,490 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.
_____________________

September 13, 1996

<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 Quarterly Report on Form 10-Q for the fiscal quarter
ended April 28, 1996, filed on or about June 12, 1996, including all material
incorporated by reference therein;

(c) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 28, 1996, filed on or about September 9, 1996, including all material
incorporated by reference therein;

(d) 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

(e) The description of the Common Stock contained in the Company's
Current Report on Form 8-K, dated June 21, 1996 and filed on or about
September 10, 1996.

<PAGE>

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.

<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>

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 $65 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.

PERFORMANCE OF NEW SUPERSTORES; FUTURE OPERATING RESULTS

ENTRY INTO NEW BUSINESSES

CANADIAN OPERATIONS

<PAGE>

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

COMPETITION

QUARTERLY AND SEASONAL FLUCTUATIONS

CHANGES IN GOVERNMENT REGULATION

DEPENDENCE UPON KEY PERSONNEL

<PAGE>

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 on February 1, 1998.

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

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

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 . . . . . . . . . . 83,690 * 83,690 -0- *

Joseph Fornara . . . . . . . . . . 1,400 * 1,400 -0- *

Patti Milligan . . . . . . . . . . 600 * 600 -0- *

Tammy Johanssen. . . . . . . . . . 400 * 400 -0- *

Deborah Menig. . . . . . . . . . . 200 * 200 -0- *

Timothy D. Ronan . . . . . . . . . 200 * 200 -0- *

* Less than one percent.

</TABLE>

(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 105,511,270 shares of Common
Stock outstanding on September 1, 1996.

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

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

<PAGE>

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
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 LLP, 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. ("Pet Food Giant"), 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 Pet Food Giant 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>

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
----

_______________________

================================================================================

86,490 SHARES

PETsMART, INC.

COMMON STOCK

_______________________

PROSPECTUS

_______________________

September 13, 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.

*Previously filed.
- -----------------------

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 Post-Effective Amendment No. 2 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Phoenix, State of Arizona, on September 12, 1996.

PETsMART, Inc.

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

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
*
_________________________ Chairman of the September 12, 1996
Samuel J. Parker Board

/s/ Mark S. Hansen
_________________________ President, Chief September 12, 1996
Mark S. Hansen Executive Officer
and Director
(PRINCIPAL EXECUTIVE
OFFICER)
*
_________________________ Executive Vice September 12, 1996
C. Donald Dorsey President and Chief
Financial Officer
(PRINCIPAL FINANCIAL
AND ACCOUNTING
OFFICER)

*
_________________________ Director September 12, 1996
Denis L. Defforey

*
_________________________ Director September 12, 1996
Donna R. Ecton

*
_________________________ Director September 12, 1996
Philip L. Francis

_________________________ Director
Richard M. Kovacevich

*
_________________________ Director September 12, 1996
Lawrence S. Phillips

*
_________________________ Director September 12, 1996
Thomas G. Stemberg

By: /s/ Mark S. Hansen
________________________
Mark S. Hansen
Attorney-in-Fact
</TABLE>

<PAGE>

INDEX TO EXHIBITS

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF DOCUMENT PAGE NUMBER
------- ----------------------- -------------
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.

*Previously filed

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 (No. 333-03251) of PETsMART, Inc. of our report dated
March 22, 1996 appearing on page F-2 of the Annual Report on Form 10-K. 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. We also consent to the reference to us under the heading
"Experts" in such Prospectus.

/s/Price Waterhouse LLP

Price Waterhouse LLP

Phoenix, Arizona
September 12, 1996

<PAGE>
Exhibit 23.2(a)

[LETTERHEAD]

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (File No. 333-03251) of PETsMART, Inc. and Subsidiaries
of our report dated March 24, 1994, on our audits of the financial statements
of the Weisheimer Companies, Inc., which report is included on Form 8-K/A of
PETsMART, Inc. and Subsidiaries dated January 30, 1996 filed on or about April
15, 1996.

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

COOPERS & LYBRAND L.L.P.

Columbus, Ohio
September 12, 1996

<PAGE>
Exhibit 23.2(b)
[LETTERHEAD]

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (File No. 333-03251) 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
September 12, 1996

<PAGE>

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in the following Registration
Statements of PETsMART, Inc.:

Registration Statement No. Form
-------------------------- ----
33-95008 S-3
33-99197 S-3
333-03251 S-3
333-03696 S-4
To be filed on or about September 13, 1996 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, 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 each Prospectus, which is part of these Registration Statements.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Atlanta, Georgia
September 12, 1996

<PAGE>

[LETTERHEAD]

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 (No. 333-03251) of PETsMART, Inc. of our report dated
June 9, 1995, relating to the combined financial statements of Sporting Dog
Specialties, Inc. and Affiliates which appears in the Annual Report on Form
10-K. We also consent to the incorporation by reference of our report dated
June 9, 1995 which appears in the Current Report on Form 8-K/A dated January
30, 1996. We also consent to the reference to us under the heading "Experts" in
such Prospectus.

/s/ Davie, Kaplan & Braverman, P.C.

DAVIE, KAPLAN & BRAVERMAN, P.C.

Rochester, New York
September 12, 1996

<PAGE>
Exhibit 23.5(a)
[LETTERHEAD]

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, File No. 333-03251,
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., as of December 31, 1994 and December 25, 1993 and for each of the
two years ended December 31, 1994, 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
September 12, 1996

<PAGE>
Exhibit 23.5(b)
[LETTERHEAD]

---------

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, File No. 333-03251,
of our report dated April 21, 1995, on our audits of the financial statements
of The Pet Food Giant, Inc., as of December 31, 1994 and December 25, 1993 and
for each of the two years ended December 31, 1994, 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
September 12, 1996

<PAGE>

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
September 12, 1996