August 25, 2006

Via facsimile to ((619) 236-1995) and U.S. Mail

David R. Snyder, Esq.
Pillsbury Winthrop Shaw Pittman LLP
501 West Broadway, Suite 1100
San Diego, CA  92101-3575

Re:	Petco Animal Supplies, Inc.
      Preliminary Schedule 14A
      Filed August 11, 2006
      File No. 000-23574

      Schedule 13E-3
      Filed August 11, 2006
      File No. 005-44229

		Form 10-K for fiscal year ended January 28, 2006
		File No. 0-23574

Dear Mr. Snyder:

      We have reviewed the above filings and have the following
comments.  Where indicated, we think you should revise your
documents
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.
      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedule 13E-3
1. We note that John Danhakl is both a director of the company and
a
partner in Leonard Green & Partners, one of the entities that,
indirectly, is acquiring the company.  Please include Mr. Danhakl
as
a filing person in the Schedule 13E-3.
2. Each filing person must individually comply with the filing,
dissemination, disclosure and signature requirements of Schedule
13E-
3.  Therefore, you will need to include all of the information
required by Schedule 13E-3 and its instructions for Mr. Danhakl.
For
example, include a statement as to whether Mr. Danhakl believes
the
Rule 13e-3 transaction to be fair to unaffiliated security holders
and an analysis of the material factors upon which he relied in
reaching such a conclusion.  See Item 8 of Schedule 13E-3, Item
1014
of Regulation M-A and Question and Answer No. 5 of Exchange Act
Release No. 34-17719 (April 13, 1981). In this regard, the reasons
for the transaction and the alternatives considered by these
affiliates may be different than those of the company, and this
fact
should be reflected in the disclosure. In addition, be sure that
Mr.
Danhakl signs the Schedule 13E-3 in his individual capacity.

Item 3.  Identity and Background of Filing Person
3. Please disclose the information under sub-item (c) in the
document
to be delivered to security holders.  Refer to Rule 13e-3(e)(1).
4. With respect to your disclosure in the paragraph (c) of this
Item,
please tell us why you need to qualify your disclosure by limiting
it
to your knowledge.  What prevents you from knowing and disclosing
this information?  Please explain or delete the qualifier.  Apply
this comment to the section "Relationship Between Us and Leonard
Green and TPG" in the proxy statement.

Preliminary Schedule 14A
General
5. Please fill in the blanks in the proxy statement.

Summary Term Sheet
6. We note your disclosure here and elsewhere in the proxy
statement
that the board of directors determined that "the merger is fair
to,
and in the best interests of our stockholders (other than GEI
IV)."
Please revise here and throughout the filing to more clearly and
consistently articulate whether the going private transaction is
substantively and procedurally fair to unaffiliated security
holders.
See Item 1014(a) of Regulation M-A.

Special Factors, page 6
7. The information required by Items 7, 8 and 9 of Schedule 13E-3
must appear in a "Special Factors" section at the beginning of the
proxy statement, immediately following the Summary section.  See
Rule
13e-3(e)(1)(ii).   Please revise the proxy statement to include
this
information in a "Special Factors" section in the beginning of the
document.
8. Please provide the disclosure required of the company by Item
1013(b)-(c) of Regulation M-A.  In this respect, please disclose
the
reasons for undertaking the transaction at this time and whether
any
strategic alternatives to an acquisition were ever discussed.  As
appropriate, expand your disclosure to address all alternatives
considered and fully discuss why each alternative was rejected.
Discuss the benefits and the risks associated with each
alternative,
and indicate why the alternatives were deemed inferior to the
going-
private merger.  Your revised disclosure must include the
alternatives considered by all filing persons.

Background of the Merger, page 6
9. Please describe here the scope of and limitations on the
special
committee`s authority with respect to this transaction.  For
example,
did the special committee have the authority to reject an
acquisition
proposal?
10. We note that at various times during the special committee`s
consideration of the two proposals, UBS provided updates and
valuations, and made presentations to the special committee to
assist
it in its consideration of the proposals received.  Please provide
us
with supplemental copies of any materials prepared by UBS in
connection with its fairness opinion, including any "board books,"
draft fairness opinions provided to your special committee or
board
of directors and any summaries of presentations made to the
special
committee.  All such materials generally fall within the scope of
Item 1015 of Regulation M-A and must be summarized in the
disclosure
document and (if written) filed as an exhibit to the Schedule 13E-
3.
In addition, each presentation, discussion, or report held with or
presented by UBS, whether oral or written, preliminary or final,
is a
separate report that requires a reasonably detailed description
meeting the requirements of Item 1015 of Regulation M-A.  Revise
to
summarize all the presentations made by UBS, if any, and file any
additional written reports as exhibits pursuant to Item 9 of
Schedule
13E-3.
11. Please explain the concept of a "post-signing market check,"
as
disclosed at the end of the first full paragraph on page 8.

Fairness of the Merger, page 20
12. We note that the board "joined in" the special committee`s
conclusions regarding the fairness of the transaction.  Note that
if
any filing person has based its fairness determination on the
analysis of factors undertaken by others, such person must
expressly
adopt this analysis and discussion as their own in order to
satisfy
the disclosure obligation.  See Question 20 of Exchange Act
Release
No. 34-17719 (April 13, 1981).  Please revise accordingly.
13. Revise your document to ensure that you have provided a
reasonably detailed discussion of each material factor forming the
basis for your fairness determination in accordance with Item
1014(b)
of Regulation M-A.  A listing of the factors considered, without a
discussion of how that factor relates to the determination that
the
transaction is fair to the unaffiliated security holders (i.e.,
how
each factor was analyzed) is inadequate.  See In the Matter of
Meyers
Parking Systems Inc., Securities Exchange Act Rel. No. 26069
(September 12, 1988).  For example, refer to the first bullet
point
on page 20: what specifically about your financial performance and
results of operations, prospects and long-term strategy, etc.
assisted the special committee in making its fairness
determination?
14. See our comment above.  Please also address how any filing
person
relying on the UBS opinion was able to reach the fairness
determination as to unaffiliated security holders given that the
UBS
fairness opinion addressed fairness with respect to security
holders
other than the GEI IV, TPG V and their affiliates, rather than all
security holders unaffiliated with the company.

Opinion of Independent Committee`s Financial Advisor, page 26
15. Please disclose the financial projections provided to UBS on
May
8 and June 15, 2006.
16. Please revise to disclose the data underlying the results
described in this analysis and to show how that information
resulted
in the multiples/values disclosed.  For example, disclose (i) the
equity values, enterprise values, sales and EBITDA information for
each comparable company that is the basis for the multiples
disclosed
on page 30 with respect to the Selected Public Companies Analysis,
(ii) the transaction date and data from each transaction that
resulted in the multiples disclosed on page 32 with respect to the
Selected Precedent Transaction Analysis, and (iii) the company`s
projected results that were used in conducting the Discounted Cash
Flows Analysis.  Include also a description of how each analysis`
results compare with the per share consideration offered to the
company`s security holders.
17. Refer to the Discounted Cash Flow Analysis.  Please explain
how
UBS determined that discount rates of 12.5%-14.5% and EBITDA
multiples of 5.0x-7.0x were the most appropriate indicators of
value.
Disclose the industry averages.
18. We note your disclosure that UBS and its affiliates have, in
the
past, provided services to you.  Please provide the disclosure
required by Item 1015(b)(4) of Regulation M-A.
19. We note your disclosure that UBS or its affiliates have in the
past provided services to Leonard Green, TPG or their affiliates.
Please describe in greater detail any material relationship that
existed during the past two years and any compensation received or
to
be received as a result of that relationship between UBS or its
affiliates and any of the filing persons listed above.

Certain Effects of the Merger, page 33
20. Please disclose the effective per share price paid by GS
Mezzanine Partners in connection with that party`s $50 million
equity
acquisition given the stated ownership resulting from that
investment
of 6.54%.

Financing for the Merger, page 36
21. Please provide the disclosure required by Item 1007(d)(2) of
Regulation M-A.
22. Refer to the fifth bullet point on page 38.  Please disclose
whether any event having a material adverse effect on the company
has
occurred between January 28, 2006 and the date of the proxy
statement.

Interest of Officers and Directors in the Merger, page 40
23. Please quantify Mr. Danhakl`s interest in the company
following
the merger.
24. Under the caption "Employment Agreements," please disclose the
base salary upon which a change of control payment would be made
for
each individual listed in this section.

Material U.S. Federal Income Tax Consequences of the Merger, page
44
25. Delete the references to this discussion being for "general
information only."  Security holders are entitled to rely upon the
discussion.

Summary Financial Information, page 66
26. We note that you have incorporated by reference the financial
statements for the year ended January 28, 2006 and for the quarter
ended April 29, 2006 and that you included in the document
disseminated to investors the summary financial statements
required
by Item 1010(c) of Regulation M-A.  Please revise your disclosure
to
provide the ratio of earnings to fixed charges required by Item
1010(c)(4) of Regulation M-A.  Also, provide the book value as of
the
date of your most recent balance sheet, as required by Item
1010(c)(5).
27. The pro forma data set forth in paragraphs (b) and (c)(6) of
Item
1010 is also required.  Please provide it or tell us your basis
for
not doing so.

Where You Can Find More Information, page 70
28. Refer to the third paragraph in this section.  Note that
Schedule
14A does not specifically permit general "forward incorporation"
of
documents to be filed in the future.  Rather, you must
specifically
amend your document to specifically list any such filings.  Please
revise.

Forward-Looking Statements, page 69
29. We note your reference to the Private Securities Litigation
Reform Act of 1995 in this section.  The safe harbor for forward
looking statements provided in  the Reform Act does not apply to
statements made in connection with a going private transaction.
See
Sec. 21E(b)(1)(E) of the Securities Exchange Act of 1934.  Revise
your proxy statement to delete the reference to the Reform Act, or
revise to state explicitly that is safe harbor provisions do not
apply in the context of this transaction.
30. We note the disclaimer that you do not undertake any
obligations
to update the forward-looking statements.  This disclosure is
inconsistent with your obligation under Rules 13e-3(d)(2) and 13e-
3(f)(1)(iii) to amend the Schedule 13E-3 to reflect a material
change
in the information previously disclosed.  Please revise
accordingly.

Form of Proxy
31. Please revise the form of proxy to clearly identify it as
being
preliminary.  See Rule 14a-6(e)(1) of Regulation 14A.

Form 10-K for Fiscal Year Ended January 28, 2006

Exhibits 31.1 and 31.2

32. Please confirm that in future filings, you will remove the
titles
of the chief executive and chief accounting officers from the
first
sentence of the certifications.  Certifications should read
exactly
as set forth in Item 601(b)(31) of Regulation S-K.

*       *       *       *
      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amended filings to expedite our review.  Please furnish a cover
letter with your amended filing that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amended filings and responses to our comments.
      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all material information to
investors.  Since the company and its management are in possession
of
all facts relating to a company`s disclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.
      In connection with responding to our comments, please
provide,
in writing, a statement from the company (and any additional
filing
persons you add on the Schedule 13E-3 in response to our comments
above) acknowledging that:
* the filing person is responsible for the adequacy and accuracy
of
the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the filing person may not assert staff comments as a defense in
any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
      Please direct any questions relating to the going private
transaction filings to me at (202) 551-3619.  Please direct any
questions about the Annual Report on Form 10-K to Ta Tanisha
Henderson at (202) 551-3322.  You may also contact me via
facsimile
at (202) 772-9203.  Please send all correspondence to us at the
following ZIP code: 20549-3628.

					Sincerely,



					Daniel F. Duchovny
					Special Counsel
					Office of Mergers & Acquisitions
David R. Snyder, Esq.
Pillsbury Winthrop Shaw Pittman LLP
August 25, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE