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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __)*

PETCO Animal Supplies, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

716016 20 9

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	o	Rule 13d-1(b)

	o	Rule 13d-1(c)

	x	Rule 13d-1 (d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 716016 20 9

13G

Page 2 of 13 Pages




1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Green Equity Investors III, L.P.



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*					(a)	o
						(b)	o



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.	SOLE VOTING POWER

					0



				6.	SHARED VOTING POWER

					15,030,954



				7.	SOLE DISPOSITIVE POWER

					0



				8.	SHARED DISPOSITIVE POWER

					15,030,954



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		15,030,954



10.			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*					o



11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			26.2%



12.			TYPE OF REPORTING PERSON*

			PN

CUSIP No. 716016 20 9

13G

Page 3 of 13 Pages




1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Green Equity Investors Side III, L.P.



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*					(a)	o
						(b)	o



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.	SOLE VOTING POWER

					0



				6.	SHARED VOTING POWER

					15,030,954



				7.	SOLE DISPOSITIVE POWER

					0



				8.	SHARED DISPOSITIVE POWER

					15,030,954



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		15,030,954



10.			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*					o



11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			26.2%



12.			TYPE OF REPORTING PERSON*

			PN

CUSIP No. 716016 20 9

13G

Page 4 of 13 Pages




1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	GEI Capital III, L.L.C.



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*					(a)	o
						(b)	o



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.	SOLE VOTING POWER

					0



				6.	SHARED VOTING POWER

					15,030,954



				7.	SOLE DISPOSITIVE POWER

					0



				8.	SHARED DISPOSITIVE POWER

					15,030,954



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		15,030,954



10.			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*					o




11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			26.2%



12.			TYPE OF REPORTING PERSON*

			PN

CUSIP No. 716016 20 9

13G

Page 5 of 13 Pages




1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	Leonard Green & Partners, L.P.



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*					(a)	o
						(b)	o



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.	SOLE VOTING POWER

					0



				6.	SHARED VOTING POWER

					15,030,954



				7.	SOLE DISPOSITIVE POWER

					0



				8.	SHARED DISPOSITIVE POWER

					15,030,954



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		15,030,954



10.			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*					o




11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			26.2%



12.			TYPE OF REPORTING PERSON*

			PN

CUSIP No. 716016 20 9

13G

Page 6 of 13 Pages




1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	LGP Management, Inc.



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*					(a)	o
						(b)	o



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.	SOLE VOTING POWER

					0



				6.	SHARED VOTING POWER

					15,030,954



				7.	SOLE DISPOSITIVE POWER

					0



				8.	SHARED DISPOSITIVE POWER

					15,030,954



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		15,030,954



10.			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*




11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			26.2%



12.			TYPE OF REPORTING PERSON*

			CO

CUSIP No. 716016 20 9

13G

Page 7 of 13 Pages




1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	John G. Danhakl



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*					(a)	o
						(b)	o



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.	SOLE VOTING POWER

					0



				6.	SHARED VOTING POWER

					15,030,954



				7.	SOLE DISPOSITIVE POWER

					0



				8.	SHARED DISPOSITIVE POWER

					15,030,954



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		15,030,954



10.			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*




11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			26.2%



12.			TYPE OF REPORTING PERSON*

			IN

CUSIP No. 716016 20 9

13G

Page 8 of 13 Pages




1.	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

	John M. Baumer



2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*					(a)	o
						(b)	o



3.	SEC USE ONLY




4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:				5.	SOLE VOTING POWER

					0



				6.	SHARED VOTING POWER

					15,030,954



				7.	SOLE DISPOSITIVE POWER

					0



				8.	SHARED DISPOSITIVE POWER

					15,030,954



9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		15,030,954



10.			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*




11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

			26.2%



12.			TYPE OF REPORTING PERSON*

			IN

CUSIP No. 716016 20 9

13G

Page 9 of 13 Pages

Item 1(a).	Name of Issuer

	PETCO Animal Supplies, Inc. (the “Issuer”)

Item 1(b).	Address of Issuer’s Principal Executive Offices

	9125 Rehco Road
	San Diego, California 92121

Item 2(a).	Name of Person Filing

	(A) Green Equity Investors III, L.P. (“GEI III”), Green Equity Investors Side III, L.P. (“GEI Side III”), GEI Capital III L.L.C. (“GEIC”), Leonard Green & Partners, L.P. (“LGP”), and LGP Management, Inc. (“LGPM”)

	GEI III is the record owner of 15,030,954 of the Issuer’s Common Stock, par value $0.001 per share (the “Common Stock”). GEI Side III is an affiliated fund of GEI III and invests in tandem with GEI III. GEI Side III’s investments represent less than 1% of the amount invested in each transaction. GEIC is the general partner of GEI III and GEI Side III. LGP is an affiliate of GEIC. LGP is the management company of GEI III and GEI Side III. LGPM is the general partner of LGP. As a result of their relationship with GEI III and GEI Side III, each of GEIC, LGP and LGPM may be deemed to have shared voting and investment power with respect to the Common Stock beneficially owned by GEI III and GEI Side III. GEIC, LGP and LGPM, however, disclaim beneficial ownership of such shares of Common Stock.

	(B) John G. Danhakl and John M. Baumer

	Messrs. Danhakl and Baumer directly (whether through ownership interest or position) or indirectly through one or more intermediaries, may be deemed to control GEI III, GEI Side III, GEIC, LGP and/or LGPM. Each of Messrs. Danhakl and Baumer is a partner of LGP and may be deemed to have shared voting and investment power with respect to all Common Stock beneficially owned by GEI III and GEI Side III. Messrs. Danhakl and Baumer, however, disclaim beneficial ownership of such shares of Common Stock.

Item 2(b).	Address of Principal Business Office, or, if None, Residence

	(A) and (B):

	11111 Santa Monica Boulevard, Suite 2000
	Los Angeles, California 90025

Item 2(c).	Citizenship

	(A) Delaware

	(B) United States of America

Item 2(d).	Title of Class of Securities

	This statement relates to the Issuer’s Common Stock, par value $0.001 per share.

Item 2(e).	CUSIP Number

	716016 20 9

Item 3.	Not Applicable.

CUSIP No. 716016 20 9

13G

Page 10 of 13 Pages

Item 4.	Ownership

	(a) Amount Beneficially Owned: 15,030,954

	The number of shares reported as beneficially owned above is as of December 31, 2002. GEIC, LGP, LGPM and each of Messrs. Danhakl and Baumer expressly disclaim beneficial ownership of Common Stock beneficially owned by GEI III and GEI Side III.

	(b) Percent of Class: 26.2%

	This figure is calculated based on 57,366,473 shares of Common Stock issued and outstanding as of November 26, 2002, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended November 2, 2002, filed with the Securities and Exchange Commission on November 27, 2002 (File No. 0-23574).

	(c) Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote:
			0

		(ii)	Shared power to vote or to direct the vote:
			15,030,954

		(iii)	Sole power to dispose or to direct the disposition of:
			0

		(iv)	Shared power to dispose or to direct the disposition of:
			15,030,954

Item 5.	Ownership of Five Percent or Less of a Class

	Not Applicable.

Item 6.	Ownership of More Than Five Percent on Behalf of Another Person

	Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

	Not Applicable.

Item 8.	Identification and Classification of Members of the Group

	Not Applicable.

Item 9.	Notice of Dissolution of Group

	Not Applicable.

Item 10.	Certification

	Not Applicable.

CUSIP No. 716016 20 9

13G

Page 11 of 13 Pages

Exhibit No.		Description

1		Joint Filing Agreement, dated February 11, 2003 (filed herewith).
2		Power of Attorney, dated February 11, 2003 (filed herewith).

CUSIP No. 716016 20 9

13G

Page 12 of 13 Pages

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of February 11th, 2003


	GREEN EQUITY INVESTORS III, L.P.
	By: GEI Capital III, L.L.C., its General Partner


	By:	/s/ JONATHAN D. SOKOLOFF

	Name:	Jonathan D. Sokoloff
	Title:	Manager


	GREEN EQUITY INVESTORS SIDE III, L.P.
	By: GEI Capital III, L.L.C., its General Partner


	By:	/s/ JONATHAN D. SOKOLOFF

	Name:	Jonathan D. Sokoloff
	Title:	Manager

	GEI CAPITAL III, L.L.C.


	By:	/s/ JONATHAN D. SOKOLOFF

	Name:	Jonathan D. Sokoloff
	Title:	Manager


	LEONARD GREEN & PARTNERS, L.P.
	By: LGP Management, Inc., its General Partner

	By:	/s/ JONATHAN D. SOKOLOFF

	Name:	Jonathan D. Sokoloff
	Title:	Vice President


	LGP Management, Inc.


	By:	/s/ JONATHAN D. SOKOLOFF

	Name:	Jonathan D. Sokoloff
	Title:	Vice President


	/s/ JOHN G. DANHAKL

	John G. Danhakl

	/s/ JOHN M. BAUMER

	John M. Baumer

CUSIP No. 716016 20 9

13G

Page 13 of 13 Pages

Exhibit Index

Exhibit No.		Description


1		Joint Filing Agreement, dated February 11, 2003 (filed herewith).
2		Power of Attorney, dated February 11, 2003 (filed herewith).

GREEN EQUITY INVESTORS III LP SC 13G