September 12, 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.
      Revised Preliminary Schedule 14A
      Filed September 6, 2006
      File No. 000-23574

      Amended Schedule 13E-3
      Filed September 6, 2006
      File No. 005-44229

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. Refer to our prior comment 10.  Please file the materials
presented by UBS to special committee on May 8, 2006 as an exhibit
to
this Schedule.



Preliminary Schedule 14A
Summary Term Sheet
2. We reissue comments 6 and 14.  Please note that the fairness
determination required to be made by Item 1014 of Regulation M-A
must
be as to the unaffiliated security holders of the issuer, not the
buyer in the present transaction.  Please note also that the
staff,
as stated in the Current Issues Outline publicly available on our
website, views officers and directors of the issuer as affiliates
of
that issuer.

*       *       *       *
      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.
      Please direct any questions relating to the going private
transaction filings to me at (202) 551-3619.  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
September 12, 2006
Page 1



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

         DIVISION OF
CORPORATION FINANCE