This document consists of 3 pages.



                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                  __________

                                   FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR (g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


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


           DELAWARE                           95-4097995
(State of Incorporation or Organization)     (IRS Employer
                                          Identification No.)


3420 OCEAN PARK BOULEVARD, SUITE 1000, SANTA MONICA, CALIFORNIA90405
(Address of Principal Executive Offices)      (Zip Code)

If this form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box.  [X]

If this form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box.  [ ]

       SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

      Title of each class           Name of each exchange on which
      TO BE SO REGISTERED           EACH CLASS IS TO BE REGISTERED
      ___________________           ______________________________

             None                                  

       SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

          5 1/4% Convertible Subordinated Debentures Due May 1, 2006

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Item 1.   DESCRIPTION OF SECURITIES TO BE REGISTERED.
          __________________________________________

      Reference is made to the discussion set forth under the caption
"Description of the Debentures" contained in the Form S-3 Registration
Statement (File No. 333-8441) (the "Form S-3") of Veterinary Centers of
America, Inc. ("Registrant") under the Securities Act of 1933, as amended. 
Such discussion is incorporated herein by reference to Registrant's Form S-3.

Item 2.   EXHIBITS.
          ________

 3.1  Certificate of Incorporation of the Registrant, as amended to date. 
      Incorporated by reference to Exhibit 3.1 to Registrant's Report on Form
      10-K, filed on March 31, 1993.

 3.2  Bylaws of the Registrant, as currently in effect.  Incorporated by
      reference to Exhibit 3.2 to Registrant's Registration Statement on Form
      S-1, File No. 33-40095.

 4.3  Indenture dated as of April 17, 1996 between Veterinary Centers of
      America, Inc. and the Chase Manhattan Bank, N.A.  Incorporated by
      reference to Exhibit 4.3 to Registrant's Registration Statement on
      Form S-4, File No. 333-6667.

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                                   SIGNATURE



      Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.



                                      VETERINARY CENTERS OF
                                      AMERICA, INC.



Date:  October 16, 1996               By: /s/Tomas Fuller                      

                                        ________________________
                                        Tomas Fuller
                                        Chief Financial Officer
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