As filed with the Securities and Exchange Commission on January 30, 1997 

Registration No. 333-18261
    
                       SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549
                            -------------------
                              POST-EFFECTIVE
                              AMENDMENT NO. 1
                                    TO
                                 FORM S-3
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                            -------------------
                    VETERINARY CENTERS OF AMERICA, INC.
          (Exact name of Registrant as specified in its charter)
    
      DELAWARE                                               95-4097995
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                          Identification No.)

3420 OCEAN PARK BOULEVARD, SUITE 1000, SANTA MONICA, CALIFORNIA 90405 (310)
392-9599
 (Address, Including Zip Code, and Telephone Number, Including Area Code,
               of Registrant's Principal Executive Offices)
                         ------------------------

                               TOMAS FULLER
                    VETERINARY CENTERS OF AMERICA, INC.
                  3420 OCEAN PARK BOULEVARD, SUITE 1000 
                      SANTA MONICA, CALIFORNIA 90405
                              (310) 392-9599

         (Name, Address, Including Zip Code, and Telephone Number,
                Including Area Code, of Agent For Service)
                        --------------------------

                                Copies to:

                      C.N. FRANKLIN REDDICK III, ESQ.
                   TROOP MEISINGER STEUBER & PASICH, LLP
                         10940 WILSHIRE BOULEVARD
                       LOS ANGELES, CALIFORNIA 90024
                              (310) 824-7000

      Approximate date of commencement of proposed sale to the public: 
From time to time after the effective date of this Registration Statement.
      If the only securities on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. 
[  ]
      If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.  [X]
      If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement for the
same offering.  [  ]
      If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering.  [  ]
      If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box.  [  ]
       
      The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.


PAGE 1



                                SIGNATURES
   
     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Post-Effective Amendment No. 1 to Registration Statement to be signed 
on its behalf by the undersigned, thereunto duly authorized, in the City of 
Los Angeles, State of California, on January 30, 1997.
    
                                     VETERINARY CENTERS OF AMERICA, INC.
                                     (Registrant)


                                     By:      /S/ TOMAS W. FULLER          

                                          --------------------------------
                                          Tomas W. Fuller
                                          Vice President,
                                          Chief Financial Officer,
                                          and Assistant Secretary