UNITED STATES

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): ~~March~~July 1413, 2006

PETCO ANIMAL SUPPLIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-23574

20-2148979

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

9125 Rehco Road

San Diego, California 92121

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (858) 453-7845

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. ~~Entry~~ENTRY ~~into~~INTO aA ~~Material~~MATERIAL ~~Definitive~~DEFINITIVE ~~Agreement~~AGREEMENT.

On ~~March~~ July 1413, 2006, ~~the~~PETCO ~~Compensation~~Animal ~~Committee~~Supplies, Inc. (“PETCO”) entered into a Second Amendment to Employment Agreement with each of Brian K. Devine, Chairman of the Board, ofJames ~~Directors~~M. ofMyers, ~~PETCO~~Chief ~~Animal~~Executive ~~Supplies~~Officer, ~~Inc~~and Bruce C. ~~(the~~Hall, President and Chief Operating Officer. The amendment removes a change in control exception for a transaction with B.D. Recapitalization Holdings LLC (“~~Company~~Holdings”) ~~approved~~or its affiliates. Holdings, which purchased PETCO in 2000 and was the sole ~~grant~~stockholder of anPETCO ~~aggregate~~when ofthe ~~127,500~~agreements ~~restricted~~at ~~stock~~issue ~~units~~were toentered beinto, ~~settled~~has innot ~~shares~~been a stockholder of PETCO for several years. As a consequence, the ~~Company’s common~~amendment ~~stock~~is intended to aeliminate ~~group~~any unintended ambiguity resulting from continued inclusion of the exception. Copies of the ~~Company’s~~amendments ~~executive~~are ~~officers.~~attached ~~The~~hereto ~~grants~~as ~~were~~Exhibits ~~made~~10.1, ~~under~~10.2 ~~the~~and ~~Company’s~~10.3 ~~2002~~and ~~Incentive~~by ~~Award~~this ~~Plan~~reference are incorporated herein.

~~The~~Also ~~grants~~on ~~to executive officers were as follows: Brian K. Devine~~July 13, ~~Chairman of the Board (25~~2006,~~000~~ ~~units);~~PETCO ~~James~~entered M.into ~~Myers,~~an ~~Chief~~Amended ~~Executive Officer (30,000 units); Bruce C. Hall, President~~ and ~~Chief~~Restated ~~Operating~~Retention ~~Officer~~Agreement ~~(16,250~~with ~~units); David Bolen, Executive Vice President and Chief Merchandising Officer (15,000 units);~~ Rodney Carter, Senior Vice President and Chief Financial Officer (8,~~750~~ ~~units);~~a ~~Frederick~~copy W.of ~~Major,~~which ~~Senior~~is ~~Vice~~attached ~~President,~~hereto ~~Information~~as ~~Systems~~Exhibit ~~(6,250 units); Keith G~~10. ~~Martin,~~4 ~~Senior Vice President, Operations (6,250 units); Janet D. Mitchell, Senior Vice President, Human Resources~~ and ~~Administration~~by ~~(6,250~~this ~~units);~~reference ~~Razia Richter, Senior Vice President, Supply Chain (7,500 units); and William M. Woodward, Senior~~is ~~Vice~~incorporated ~~President, Business Development (6,250 units)~~herein.

~~The~~ITEM ~~restricted~~9.01. ~~stock~~FINANCIAL ~~units~~STATEMENTS ~~vest~~AND as to one-third of the units granted to an individual upon such individual’s completion of one year of service with the Company from the date of grant, and as to an additional one-third for each year of service thereafter, until fully vested, except as otherwise provided in the restricted stock unit agreementEXHIBITS.


Exhibit No.		Description
10.1		Second Amendment to Employment Agreement dated July 13, 2006 by and between PETCO Animal Supplies, Inc. and Brian K. Devine.

10.2		Second Amendment to Employment Agreement dated July 13, 2006 by and between PETCO Animal Supplies, Inc. and James M. Myers.

10.3		Second Amendment to Employment Agreement dated July 13, 2006 by and between PETCO Animal Supplies, Inc. and Bruce C. Hall.

10.4		Amended and Restated Retention Agreement dated July 13, 2006 by and between PETCO Animal Supplies, Inc. and Rodney Carter.

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, thereunto duly authorized.

Dated: March 20, 2006	PETCO ANIMAL SUPPLIES, INC.
Dated: July 14, 2006	PETCO ANIMAL SUPPLIES, INC.
	By:	/s/ Rodney Carter
		Rodney Carter Senior Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description
10.1		Second Amendment to Employment Agreement dated July 13, 2006 by and between PETCO Animal Supplies, Inc. and Brian K. Devine.

10.2		Second Amendment to Employment Agreement dated July 13, 2006 by and between PETCO Animal Supplies, Inc. and James M. Myers.

10.3		Second Amendment to Employment Agreement dated July 13, 2006 by and between PETCO Animal Supplies, Inc. and Bruce C. Hall.

10.4		Amended and Restated Retention Agreement dated July 13, 2006 by and between PETCO Animal Supplies, Inc. and Rodney Carter.

Filing Compare · PETCO ANIMAL SUPPLIES INC