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 reported):  January 20, 1997


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


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


                     3420 Ocean Park Boulevard, Suite 1000
                        Santa Monica, California  90405
                   (Address of Principal Executive Offices)

                                (310) 392-9599
                        (Registrant's Telephone Number)




ITEM 5.   OTHER EVENTS
          ------------

     Reference is made to the two press releases of Registrant, issued on
January 20, 1997 and February 3, 1997, both of which contain information
meeting the requirements of this Item 5, and which are incorporated herein by
this reference.  A copy of each press release is attached to this Form 8-K as
Exhibit 99.1 and 99.2.



                                  SIGNATURES


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


February 14, 1997                  VETERINARY CENTERS OF AMERICA, INC.



                              By: /s/Tomas Fuller                             
                                  ------------------------------------------
                                   Tomas W. Fuller
                                   Chief Financial Officer, 
                                   Vice President and 
                                   Assistant Secretary



                                 EXHIBIT INDEX

EXHIBITS                                                            PAGE NUMBER
- --------                                                            -----------

99.1      Press Release dated January 20, 1997.

99.2      Press Release dated February 3, 1997.                  

EX-99.1

HEADLINE:      Veterinary Centers of America Inc. expected fourth quarter
               results

DATELINE:      SANTA MONICA, Calif.

BODY:

     Jan. 20, 1997-- Veterinary Centers of America Inc. ("VCA") (NASDAQ NM
Symbol: VCAI), Monday announced that revenues for the fourth quarter and the
fiscal year ending Dec. 31, 1996 hit record levels.  The company expects that
revenues will approximate $52.1 million for the quarter and $181.9 million for
the year.  This represents an increase for the quarter and the year of
approximately 70 percent and 97 percent, respectively, over revenues of $30.6
million and $92.0 million in the comparable periods in the prior year.

     Bob Antin, chairman and CEO, reported: "We are making significant progress
in resolving the system integration and acquisition problems that resulted from
the acquisition of The Pet Practice, Pets' Rx, and several laboratories, as
well as the implementation of new systems in the summer of 1996.  Our results
for the fourth quarter will reflect the impact of seasonal revenue variations
and a decline in same-store revenue of approximately 1 percent, as well as the
continued effort to complete the task of integrating the acquisitions and
systems.  We expect to complete the integration by the end of the first quarter
of 1997.  In connection with the restructuring program that the company
initiated in the third quarter, the company expects to take a restructuring and
asset write-down charge in the quarter.  Although the final results are not yet
available, VCA expects that net results (before the writedowns and
restructuring charges) will range from break even to a net loss of 4 cents per
share."  

     VCA's historical operating results include the results of Pets' Rx,
acquired through a pooling of interests merger on June 19, 1996.  In addition,
during the third quarter of 1996, the company completed the acquisition of The
Pet Practice Inc.  At the conclusion of The Pet Practice merger, VCA announced
that it intended to restructure its animal hospital and laboratory operations.

     VCA expects to release actual results of operation during the week of Feb.
17.  

     Antin stated: "We are still excited about the prospects of the business
and we see continued growth opportunities as we move forward and continue with
our acquisition program.  We have added several people to our senior staff to
support our internal growth.  We look forward to putting the problems behind
us, and we are pleased that we have demonstrated that we have taken steps in
improving our systems by being able to provide an early indication of our
fourth quarter results."  

     Veterinary Centers of America owns and operates a nationwide network of
veterinary hospitals and veterinary clinical laboratories.  The company
currently provides goods and services to approximately 9,000 animal hospitals
nationwide.  In addition, VCA is a partner of Vet's Choice, a joint venture
with Heinz Pet Products, an affiliate of H.J. Heinz Co. (NYSE Symbol: HNZ),
which markets and distributes a complete line of specialty pet foods.  

     With the exception of the historical information, the matters discussed
above include forward-looking statements that involve risks and uncertainties. 
Among the important factors that could cause actual results to differ from
those indicated in the forward-looking statements are costs of sales and the
ability of the company to maintain pricing at a level necessary to maintain
gross profit margins, the level of selling, general and administrative costs,
the success of the company's integration and restructuring plan and the effects
of competition.  The failure of any of these steps would cause actual results
to differ materially from the forward-looking statements discussed above. 
These and other risk factors are discussed in the company's recent filings with
the Securities and Exchange Commission on Forms 8-K, 10-Q and 10-K and the
reader is directed to these reports for a further discussion of important
factors which could cause actual results to differ materially from those in the
forward-looking statements. 

CONTACT:  Veterinary Centers of America Inc.
          Bob Antin/Tom Fuller, 310/392-9599

EX-99.2

HEADLINE:      Veterinary Centers of America Inc. agreement with Heinz Pet
               Products to become managing director of Vet's Choice

DATELINE:      SANTA MONICA, Calif.

BODY:

     Feb. 3, 1997--Veterinary Centers of America Inc. (NASDAQ/NM:VCAI) (VCA)
Monday announced that effective Feb. 1, 1997, Heinz Pet Products, a division of
H.J. Heinz, will assume the role of managing general partner of Vet's Choice, a
partnership between VCA and Heinz Pet Products.

     VCA will continue to own 50.5 percent, a majority interest, and provide
contracted management services for a fee.  However, the day-to-day operations
will be transferred to Heinz Pet Products.  Heinz Pet Products has an option to
purchase VCA's interest at the end of 1999, based on a fixed formula.

     Bob Antin, chairman of the board, chief executive officer and president of
VCA, stated: "The change in the day-to-day management will take our
relationship to a more productive level and help us accomplish some very
significant objectives.  First, VCA will be able to focus on its core
businesses of owning and operating a very rapidly expanding network of animal
hospitals and diagnostic clinical laboratories.

     "Second, we hope to enjoy more rapid sales growth because of Heinz Pet
Products' expanded distribution nationwide and Heinz Pet Products' recent
acquisition of Nature's Recipe and Martin Pet Food.  We believe that VCA's
investment in Vet's Choice will be enhanced by the change.  Additionally, VCA
will not be required to provide any future capital to maintain its current
equity interest.

     "The restructuring of the partnership will change the accounting treatment
of our ownership.  VCA will no longer consolidate the revenue, losses or
profits.  VCA will recognize its capital gain (or loss) on the investment in
the future."

     Veterinary Centers of America owns and operates a nationwide network of
veterinary hospitals and veterinary clinical laboratories.  The company
currently provides goods and services to approximately 9,000 animal hospitals
nationwide.  In addition, VCA is a partner of Vet's Choice, a joint venture
with Heinz Pet Products, an affiliate of H.J. Heinz Co. (NYSE:HNZ), which
markets and distributes a complete line of specialty pet foods.

CONTACT:  Veterinary Centers of America Inc., Santa Monica 
          Tom Fuller/Bob Antin, 310/392-9599