SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

FORM 10-C

REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
INTERDEALER QUOTATION SYSTEM
FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1937 AND RULE 13a-17
OR 15d-17 THEREUNDER

                    VETERINARY CENTERS OF AMERICA, INC.                    
              (Exact name of issuer as specified in charter)
                   3420 OCEAN PARK BOULEVARD, SUITE 1000
                      SANTA MONICA, CALIFORNIA 90405                       
                 (Address of principal executive offices)

Issuer's telephone number, including area code (310) 392-9599

                I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of five percent or more in the
number of shares outstanding:

1. Title of security   Common Stock                                        
                      ----------------------------------------------------
2. Number of shares outstanding before the change  13,376,797              
                                                  ------------------------
3. Number of shares outstanding after the change  14,177,878               
                                                  ------------------------
4. Effective date of change   June 19, 1996                                
                              --------------------------------------------
5. Method of change:     Specify method (such as merger, acquisition,
                         distribution, stock split, reverse split,
                         acquisition of stock for treasury, etc.) Merger

Give brief description of transaction  MERGER WITH PETS' RX, INC., PURSUANT
TO WHICH PRI MERGER COMPANY, INC., A DELAWARE CORPORATION AND A WHOLLY
OWNED SUBSIDIARY OF VETERINARY CENTERS OF AMERICA, INC., MERGED WITH AND
INTO PETS' RX, INC.  PURSUANT TO THE MERGER, PETS' RX, INC. SHAREHOLDERS
RECEIVED AN AGGREGATE OF 801,081 SHARES OF VCA COMMON STOCK.

                       II. CHANGE IN NAME OF ISSUER

1. Name prior to change                                                    

2. Name after change                                                       

3. Effective date of charter amendment changing name                       

4. Date of shareholder approval or change, if required                     

Date         June 28, 1996                     /s/ Tomas Fuller            
      -------------------------------   ----------------------------------
                                           Chief Financial Officer