8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of report (Date of earliest event report): March 30, 2000

                        VETERINARY CENTERS OF AMERICA, INC.
                 (Exact Name of Registrant as Specified in Charter)

                 Delaware             1-10787         95-4097995
              (State of Other       (Commission      (IRS Employer
              Jurisdiction of      File Number)     Identification
              Incorporation)                             No.)

                           12401 West Olympic Boulevard
                              Los Angeles, California
                     (Address of Principal Executive Officers)


                                   90064-1022
                                   (Zip Code)


                                 (310) 584-6500
                         (Registrant's Telephone Number)





     ITEM 5. OTHER EVENTS

     Reference is made to the press release of Registrant, issued on March 31,
2000, which contains information meeting the requirements of this Item 5, and
which is incorporated herein by this reference. A copy of this press release is
attached to this Form 8-K as Exhibit 99.1.

     ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS

          (c)  EXHIBITS.
               The following exhibit is filed with the report on Form 8-K:

               Exhibit 99.1. Press Release of Registrant dated March 31,2000


                                     Page 2



                                   SIGNATURES


      Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.



Date:  March 31, 2000           VETERINARY CENTERS OF AMERICA, INC.


                                By:  /S/ TOMAS FULLER
                                    --------------------------------------------
                                       Name:   Tomas Fuller
                                       Title:  Chief Financial Officer


                                     Page 3

EX-99.1

                                                                  Exhibit 99.1

                  VETERINARY CENTERS OF AMERICA, INC. ANNOUNCES
                      MERGER AGREEMENT AND RECAPITALIZATION


LOS ANGELES, California, March 31, 2000 - - Veterinary Centers of America Inc.
(Nasdaq: VCAI) today announced the signing of a definitive merger agreement with
a group led by Green Equity Investors III, L.P., an affiliate of Leonard Green &
Partners, L.P.

     Under the terms of the merger agreement, the company's stockholders will
receive $15 per share in cash. Bob Antin, chairman and chief executive officer
of VCA and other members of management will retain a portion of their
stockholdings in the surviving corporation, although a substantial amount of
their shares will be acquired in the transaction along with, and at the same
price as, all other outstanding shares.

     The company entered into the merger agreement following the unanimous
recommendation by a special committee of the non-management directors of the
company's board of directors. The special committee received fairness opinions
from Jefferies and Company Inc. and Houlihan Lokey Howard & Zukin Capital.

     Antin stated, "We are delighted to enter into the partnership agreement
with Leonard Green & Partners, L.P. The agreement provides management with the
opportunity to have a greater participation in the ownership of the company; it
also demonstrates the ongoing support for management and the role management
will continue to have over the operations of the company."

     John Danhakl, partner with Leonard Green & Partners, L.P., expressed the
enthusiasm and confidence that his partnership has in the management team to
continue to maintain the high standards of leadership in the petcare industry.

     Completion of the transaction is subject to customary closing conditions
including stockholder approval, receipt of regulatory approvals and the
completion of debt financing. Stockholder approval will be solicited by means of
a proxy statement, which will be mailed to stockholders upon the completion of
the required Securities and Exchange Commission filing and review process. The
company currently anticipates completing the transaction in the third calendar
quarter of





2000. The debt and equity financing necessary for the transaction has been fully
committed by Leonard Green & Partners, L.P., through Green Equity Investors III,
L.P., a $1.24 billion private equity fund, and affiliates of The Goldman Sachs
Group Inc.

     Leonard Green & Partners, L.P. is a private Los Angeles-based merchant
banking firm specializing in organizing, structuring and sponsoring management
buy-outs, going private transactions and recapitalizations of established public
and private companies.

     Leonard Green & Partners, L.P. has significant investments in Liberty Group
Publishing Inc., a chain of 284 community newspapers; Rite Aid, a national chain
of 3,800 drug stores; Twinlab Corporation, a leading manufacturer and marketer
of vitamins and nutritional supplements; Leslie's Poolmart Inc., the nation's
leading retailer of pool supplies; and Gart Sports Company, the nation's second
largest sporting goods retailer. Leonard Green & Partners, L.P. is the largest
private equity firm in Southern California managing in excess of $ 1.7 billion
of private equity capital.

     Veterinary Centers of America Inc. owns and operates the largest network of
free-standing, full-service animal hospitals in the country and the largest
network of veterinary-exclusive laboratories in the nation.

     This news release contains forward-looking statements that are made
pursuant to the safe harbor provisions of The Private Securities Litigation
Reform Act of 1995. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from the
forward-looking statements. Those risks and uncertainties include VCA's ability
to complete the proposed merger, VCA's ability to close and integrate future
acquisitions, potential changes in government regulation and in the animal
health-care industry, actions by competitors, general economic conditions and
other factors disclosed in the company's filings with the Securities and
Exchange Commission. The forward-looking statements should be considered in
light of these risks and uncertainties.


Contact:
      Veterinary Centers of America
      Tom Fuller, 310/584-6500