EXHIBIT (A)(5)

Dear _______________:


      On behalf of Heska Corporation (the "Company"), I am writing to provide
you with the results of the Company's recent offer to exchange (the "Offer")
certain outstanding options (the "Options") that were granted under the Heska
Corporation 1997 Stock Incentive Plan (the "1997 Plan") for restricted shares of
common stock (the "Restricted Stock") which the Company will issue under the
1997 Plan.

               The  Offer  expired  at  5:00 p.m., Mountain  Daylight  Time,  on
_________, 2001. Promptly following the expiration of the Offer and pursuant  to
the terms and conditions of the Offer, the Company accepted for exchange Options
to  purchase a total of [____________] shares of common stock and cancelled  all
such Options.

               The  Company has accepted for exchange and cancelled your Options
to purchase ____________ shares of common stock.

               In accordance with the terms and subject to the conditions of the
Offer, you will have the right to receive a number of shares of Restricted Stock
equal to the number of common stock subject to your cancelled Options.

               The  Restricted Stock will be subject to the terms and conditions
of  the  1997 Plan and a restricted stock agreement between you and the Company.
In  accordance  with  the terms of the Offer, in order to be  issued  Restricted
Stock,  you  must sign and return to us the restricted stock agreement  enclosed
with this letter.  The Restricted Stock will be issued following our receipt  of
your signed agreement, but the stock certificate for the issued Restricted Stock
will be held in the custody of the Company until it vests.  The Restricted Stock
will  vest  monthly  over  a  forty-eight (48) month period.   The  certificates
representing your vested shares will not actually be delivered to you until  you
provide  for  the  payment to us of the federal, state and  foreign  income  and
employment  withholding taxes to which you become subject as  a  result  of  the
vesting  of your Restricted Stock, either by cash payment or in accordance  with
another arrangement agreed upon between the Company and you.

              In accordance with the terms of the Offer, in order to receive the
unvested  portion of the Restricted Stock, you must remain an  employee  of  the
Company  through the dates the Restricted Stock vests.  If you do not remain  an
employee  of  the  Company for the required periods, you will  not  receive  any
unvested  Restricted  Stock, as the case may be, and you will  not  receive  any
other  consideration  for  the Options tendered by  you  and  cancelled  by  the
Company.

              If you have any questions about your rights in connection with the
grant  of  Restricted Stock, please call Lynn DeGeorge, at (970) 493-7272,  ext.
4150.

                              Sincerely,

                              ________________________________
                              ROBERT B. GRIEVE