EXHIBIT (A)(2)

                               [HESKA LETTERHEAD]

                                 AUGUST 29, 2001


RE: OFFER TO EXCHANGE OPTIONS FOR RESTRICTED STOCK

     Dear Eligible Employee:

     I  am  pleased to announce that the Board of Directors of Heska Corporation
(the  "Company")  has decided to offer certain employees that  hold  outstanding
stock  options  with  an  exercise price greater  than  $3.90  per  share  ("Old
Options"),  the  opportunity  to  exchange their  Old  Options  into  shares  of
restricted  common  stock  (the  "Restricted  Stock").   Participation  by  each
eligible employee is voluntary.

     The main features of the exchange program are as follows:

*  If you are a current employee of the Company you have the opportunity to
   exchange your Old Options and receive one (1) share of Restricted Stock for
   every one (1) share subject to your Old Options.  Any and all of the
   unexercised Old Options which you hold must be exchanged in full.  That is,
   no partial exchanges are permitted.  Employees of Diamond Animal Health,
   Inc., Heska AG and CMG-Allergy Products S.A. are not eligible to participate
   in this exchange program.

*  The Restricted Stock will be subject to a Company repurchase right which
   provides that if your employment with the Company terminates for any reason
   (or for no reason), the Company will have the right (but not the obligation)
   to repurchase your unvested shares of Restricted Stock on the date of
   termination  (the "Repurchase Right") at a price equal to the par value
   ($.001) of the shares.

*  The shares of Restricted Stock you receive in exchange for Old Options
   (whether vested or unvested) will vest in equal monthly amounts over a
   period of forty-eight (48) months.

*  The Restricted Stock will in all other respects be subject to the terms
   and conditions of the Company's 1997 Stock Incentive Plan under which it
   is granted and the restricted stock purchase agreement to be executed by
   you and the Company.

     You  are  being  provided with this letter and an Offer  to  Exchange  that
describes the main features of the Offer, which should be useful in helping  you
make  your decision as to whether to participate in this program.  NEVERTHELESS,
AS  WITH  ANY INVESTMENT DECISION I STRONGLY ENCOURAGE YOU TO CONSULT WITH  YOUR
TAX AND FINANCIAL ADVISORS BEFORE PARTICIPATING IN THIS OFFER.

     You  will  be  provided  under  separate  cover  a  schedule  showing  your
outstanding options as of August 29, 2001.  Please indicate whether or  not  you
will  be  participating in the exchange program by returning the  enclosed  form
entitled  "Election Form to Exchange Stock Options" to Lynn DeGeorge,  who  must
receive  your completed form no later than 5:00 p.m. Mountain Daylight  Time  on
September 27, 2001.  You may alternatively fax your signed copy to Lynn DeGeorge
at  (970)  491-9976 by the above deadline.  IF YOU TURN IN YOUR FORM AFTER  THIS
DATE,  IT  WILL  NOT  BE ACCEPTED, OR IF YOU FAIL TO TURN IT  IN,  YOU  WILL  BE
CONSIDERED TO HAVE DECLINED TO ACCEPT THE OFFER.

     THIS OFFER IS NOT A GUARANTY OF EMPLOYMENT FOR ANY PERIOD.  YOUR EMPLOYMENT
WITH  THE COMPANY REMAINS "AT-WILL" AND CAN BE TERMINATED AT ANY TIME BY YOU  OR
THE COMPANY, WITH OR WITHOUT CAUSE OR NOTICE.

     If  you have any questions concerning the Offer, please do not hesitate  to
call Lynn DeGeorge at 970-493-7272, ext. 4150.

                                   Sincerely,

                                   /s/  Robert G. Grieve
                                   ---------------------------------------
                                  Robert B. Grieve, Chief Executive Officer