SecProbe.io

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Mail Stop 3-8

      							 March 22, 2005

By Facsimile and U.S. Mail

Dr. Lionel L. Reilly
President and Chief Executive Officer
Professional Veterinary Products, LTD.
10077 South 134th Street
Omaha, NE 68138

      Re:    Form 10-K for the year ended July 31, 2004
                File No.  0-26326

Dear Dr. Reilly:

      	We have completed a limited review of the above
referenced
filing and have the following 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.  Where a comment requests additional
disclosure or other revisions to be made, such disclosures and
revisions should be included in your future annual and interim
reports, as applicable.
Form 10-K for the Year Ended July 31, 2004

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 9
Operating Segments, page 13

1. In your discussion of operating segments in future filings
explain
why your logistics business segment has experienced a decreasing
trend in operations over the recent three year period, your direct
customer services segment is experiencing dramatic growth and your
wholesale distribution operations has remained fairly consistent
over
the same three year reporting period.  In your response please
show
us what your revised disclosures will look like.

Contractual Obligations and Commitments, page 13

2. Please disclose scheduled interest payments for long-term
obligations in your table of contractual obligations.  When
interest
rates are variable and unknown, estimates of future variable rate
interest payments may be included or excluded provided you include
the appropriate disclosure in a footnote to the table.  Please
show
us what your revised disclosures will look like.  See the
instructions to Item 303(a) of Regulation S-K.

Consolidated Balance Sheets, page F-2

3. We note shareholders of common stock may not sell, assign or
otherwise transfer their common shares, except back to you, and
that
you are also required to repurchase the share of stock in the
event
of a shareholders` death.  Please tell us why the common shares
classified in stockholders` equity of the consolidated balance
sheets
do not qualify as shares subject to mandatory redemption defined
in
paragraph 9 of SFAS No. 150 and as further illustrated in
paragraph
A.6  of the Statement.

Consolidated Statements of Stockholders` Equity, page F-4

4. Please tell us and revise future filings to clarify how you
account for common shares issued on subscription under the
existing
payment plans and the associated monthly finance charges.
Specifically tell us:

a. Whether you issue shares before consideration is received,
during
partial payment or after all consideration is received;
b. How you journalize the collection of payments and the issuances
of
common shares;
c. What the net change in "accounts receivable, stock" represents
and
why it is not reflected as a reduction in stockholders` equity;
and
d. The amount of finance charges generated for each period that an
income statement is presented in your Form 10-K.
Please include in your explanation any applicable pronouncements
that
support your accounting treatment.  We may have further comments.

Consolidated Statements of Income, page F-3

5. Please tell us if the veterinarian of record is the purchaser
of
ProConn products that makes them eligible to receive sales
incentives
on qualified purchases. Also, tell us how you account for these
sales
incentives, how you characterize the consideration in your income
statement and why your accounting treatment is in accordance with
EITF 01-09, if applicable. Alternatively, if your accounting
treatment is in accordance with a different accounting
pronouncement,
please advise. We may have further comments.

6. Please expand your disclosure for each different type of
revenue
transaction identified to describe the nature of the transaction
and
your revenue recognition policy.  Convey whether your revenues
from
each type of agreement are presented on a gross or net basis and
clarify for investors why that form of presentation is
appropriate.

7. Please provide us with a discussion that supports your
accounting
policies for reporting revenue transactions based on the gross
amount
billed to a customer as opposed to the net amount retained because
you have earned a commission or fee.  Please reference the
indicators
of gross and net revenue reporting listed in paragraphs 7 through
17
of EITF No. 99-19 in your explanation of the relevant facts and
circumstances including the relative strength of the indicators in
your final conclusions.  Specifically provide an explanation for
the
following revenue streams and any others that exist and have not
been
identified in our request.

e. Traditional "buy/sell" transactions;
f. Consignment transactions; and
g. Agency arrangements with your product manufacturers.

Consolidated Statements of Cash Flows, page F-5

8. Please tell us why the proceeds for the issuance of shares
subject
to mandatory redemption and the issuance of common stock reflected
in
your cash flow statements do not agree with the amounts similarly
described in your statement of stockholders` equity.  We may have
further comments.

Note 2-Summary of Significant Accounting Policies, page F-6
Direct Shipping and Handling Costs, page F-8

9. Please disclose the amount of direct handling costs excluded
from
cost of sales for each period presented. Please show us what your
revised disclosures will look like.

Note 8-Long-Term Debt, page F-13

10. Please expand to include disclosure of the restrictions on the
payment of dividends.  See Rule 4-08 of Regulation S-X.

Note 13-Segment Information, page F-17

11. Please tell us what consideration you gave to including
disclosure of revenues for each group of similar products and
services as required by paragraph 37 of SFAS 131.

			Please respond to these comments within 10 business
days, or tell us when you will provide us with a response.  Please
provide us with a supplemental response letter that keys your
responses to our comments and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.
Please
file your supplemental response on EDGAR as a correspondence file.
Please understand that we may have additional comments after
reviewing your responses to our comments.

	 	We urge all persons who are responsible for the accuracy
and adequacy of the disclosure in the filing reviewed by the staff
to
be certain that they have provided all information investors
require
for an informed decision.  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 acknowledging
that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company 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 filing
or
in response to our comments on your filing.

			If you have any questions regarding our comments,
please direct them to Brian V. McAllister at (202) 824-5664 or,
Donna
Di Silvio at (202) 942-1852, or in their absence, to the
undersigned
at (202) 942-2823.

									Sincerely,

									Michael Moran
									Branch Chief
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Dr. Lionel L. Reilly
Professional Veterinary Products, LTD.
March 22, 2005
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