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Dr. Lionel L. Reilly

President and Chief Executive Officer

Professional Veterinary Products, Ltd.

10077 South 134th Street

Omaha, NE 68138

April 4, 2005

VIA EDGAR

Mr. Michael Moran

Branch Chief

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    RE:
    Form 10-K for the year ended July 31, 2004

File No. 0-26326

Dear Mr. Moran:

     In response to the Securities and Exchange Commission’s comment letter dated March 22, 2005,
Professional Veterinary Products, Ltd. (the “Company”) has prepared the following responses to
questions 1-11.

    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.

Mr. Michael Moran

April 4, 2005

Page 2

Wholesale Distribution

     Net sales and other revenue for our wholesale distribution segment were $333.3 million in
2004, $297 million in 2003 and $239.8 million in 2002. The increase in net sales and other revenue
in 2004 over 2003 resulted primarily from an increase in sales to customers in the animal health
industry. The increase in net sales and other revenue in 2003 over 2002 resulted primarily from an
increase in sales to customers in the animal health industry.

     Gross profit for our wholesale distribution segment was $30 million in 2004, $27.4 million in
2003 and $19.9 million in 2002. The increase in gross profit in 2004 over 2003 was primarily due
to increased sales. Partially offsetting this increase is due to changes in manufacturer’s
contracts and reductions in sales performance incentives earned by this business segment. The
increase in gross profit in 2003 over 2002 was primarily due to increased sales and increases in
sales performance incentives earned by this business segment.

     Operating, general and administrative expenses for our wholesale distribution segment were
$24.7 million in 2004, $22.2 million in 2003 and $17.8 million in 2002. The increase in operating,
general and administrative expenses in 2004 over 2003 was primarily due to support the increase in
revenue. The increase in operating, general and administrative expenses in 2003 over 2002 was
primarily due to support the increase in revenue.

     Operating income for our wholesale distribution segment was $5.3 million in 2004, $5.2 million
in 2003 and $2.1 million in 2002. The increase in operating income in 2004 over 2003 was primarily
due to an increase in sales to customers in the animal health industry. Partially offsetting this
increase is due to changes in manufacturer’s contracts, reduction in sales performance incentives
earned by the business segment, and an increase in operating, general and administrative expenses.
The increase in operating income in 2003 over 2002 was primarily due to an increase in sales to
customers in the animal health industry and increases in sales performance incentives earned by
this business segment. Partially offsetting these increases was an increase in operating, general
and administrative expenses.

Logistic Services

     Net sales and other revenue for our logistic services segment were $1.2 million in 2004, $2.1
million in 2003 and $2.6 million in 2002. The decrease in net sales and other revenue in 2004 over
2003 resulted from a decrease in sales to other animal health wholesalers. The decrease in net
sales and other revenue in 2003 over 2002 resulted from a decrease in sales to other animal health
wholesalers.

     Gross profit for our logistic services segment was $56 thousand in 2004, $121 thousand in 2003
and $36 thousand in 2002. The decrease in gross profit in 2004 over 2003 resulted from a decrease
in sales to other animal health wholesalers. The increase in gross profit in 2003 over 2002
resulted from an increase in profit margins to other animal health wholesalers.

     Operating, general and administrative expenses for our logistic services segment were $0 in
2004, $1 thousand in 2003 and $1 thousand in 2002. The decrease in operating, general and
administrative expenses in 2004 over 2003 resulted from a decrease in sales to other animal health
wholesalers. There was no change in operating, general and administrative expenses in 2003 over
2002.

     Operating income for our logistic services segment was $56 thousand in 2004, $120 thousand in
2003 and $35 thousand in 2002. The decrease in operating income in 2004 over 2003 resulted from a
decrease in sales to other animal health wholesalers. The increase in operating income in 2003
over 2002 resulted from an increase in profit margins to other animal health wholesalers.

Direct Customer Services

     Net sales and other revenue for our direct customer services segment were $31.5 million in
2004, $24.2 million in 2003 and $1 million in 2002. The increase in net sales and other revenue in
2004 over 2003 resulted from an increase in sales to producers in the animal health industry. The
increase in net sales and other revenue in 2003 over 2002 resulted from an increase in sales to
producers in the animal health industry.

Mr. Michael Moran

April 4, 2005

Page 3

     Gross profit for our direct customer services segment was $4.2 million in 2004, $3.4 million
in 2003 and $.1 million in 2002. The increase in gross profit in 2004 over 2003 was primarily due
to an increase in sales to producers in the animal health industry. Partially offsetting this
increase is due to changes in manufacturer’s contracts and reductions in sales performance
incentives earned by this business segment. The increase in gross profit from 2003 over 2002 was
primarily due to increased sales to producers in the animal health industry and an increase in
sales performance incentives earned by this business segment.

     Operating, general and administrative expenses for our direct customer services segment were
$4 million in 2004, $3.5 million in 2003 and $.1 million in 2002. The increase in operating,
general and administrative expenses in 2004 over 2003 was primarily due to support the increase in
revenue. The increase in operating, general and administrative expenses in 2003 over 2002 was
primarily due to support the increase in revenue.

     Operating income (loss) for our direct customer services segment was $.2 million in 2004,
$(.1) million in 2003, and $0 in 2002. The increase in operating income in 2004 over 2003 was
primarily due to increased sales. Partially offsetting this increase is due to changes in
manufacturer’s contracts, reductions in sales performance incentives earned by this business
segment, and an increase in operating, general and administrative expenses. The decrease in
operating income in 2003 over 2002 was primarily due to an increase in operating, general and
administrative expenses. Partially offsetting this decrease was an increase in sales to producers
in the animal health industry and an increase in sales performance incentives earned by this
business segment.

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.

     The Company feels that scheduled interest payments for long-term obligations should not be
included in the table of contractual obligations or applicable footnotes to the financials.

     According to instruction 3 of Item 303(a) of Regulation S-K, discussion and analysis shall
focus specifically on material events and uncertainties known to management that would cause
reported financial information not to be necessarily indicative of future operating results or of
future financial condition. The Company believes that future interest payments will not have an
impact on future operations and it has not had an impact in the past.

     According to instruction 4 of Item 303(a) of Regulation S-K, where consolidated financial
statements reveal material changes from year to year in one or more line items, the causes for
changes shall be described to the extent necessary to an understanding of the registrant’s
businesses as a whole. To the extent relating to interest payments on long-term debt obligations,
the consolidated financial statements of the Company do not reveal material changes from year to
year that would constitute a disclosure.

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 the shareholders’ death. Please tell us why the common shares classified in
stockholders’ equity of the consolidated balance sheets do not

Mr. Michael Moran

April 4, 2005

Page 4

    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.

     The Wholesale Distribution segment, a wholesaler of pharmaceuticals and other veterinary
related items, distributes products primarily to Company shareholders who are licensed
veterinarians or business entities comprised of licensed veterinarians. These customer types
include corporations, single member LLC, multi member LLC, partnership, and sole proprietor.

     SFAS 150, paragraph 9 states “A mandatorily redeemable financial instrument shall be
classified as a liability unless the redemption is required to occur only upon the liquidation or
termination of the reporting entity. A financial instrument issued in the form of shares is
mandatorily redeemable if it embodies an unconditional obligation requiring the issuer to redeem
the instrument by transferring its assets at a specified or determinable date (or dates) or upon an
event certain to occur.”

     Specifically, the Company’s common stock would be mandatorily redeemable upon the death of the
individual who holds it, which is an event that is certain to occur. The customer types which fall
within the scope of SFAS No. 150 would be the single member LLC and the sole proprietor. Customer
types, which are not within the scope of SFAS 150, are corporations, multi member LLCs, and
partnerships.

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 issued 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.

    a.
    The Company does not issue the stock certificate until after all consideration
has been received.

    b.
    Issuance of common shares is journalized as follows:

     Debit Accounts receivable, stock

     Credit Paid in capital

Mr. Michael Moran

April 4, 2005

Page 5

     The payment of common shares is journalized as follows:

     Debit Cash

     Credit Accounts receivable, stock

    c.
    Accounts receivable arising from stock sales is presented as a deduction from
stockholders’ equity to the extent the receivable was not paid in cash prior to the
date of the reports.

    d.
    Finance charges are not and have not been generated on the existing payment
plan for shares of stock.

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.

     The veterinarian of record becomes eligible to receive sales incentives as defined by EITF
01-09 by signing an agreement to provide various services to producers or customers.

     In reference to EITF 01-09, the Task Force reached a consensus that “a cost incurred by the
vendor for assets or services received from the customer and therefore should be characterized
as a cost or expense when recognized in the vendor’s income statement.” Two conditions must be
met. First, the Company receives, or will receive, an identifiable benefit (services) in return
for the consideration. The identified benefit is separable from the recipient’s purchase of the
Company’s products. Secondly, the Company can reasonable estimate the fair value of the benefit
to be received from the veterinarian of record.

     The Company’s sales incentives accounting treatment as defined by EITF 01-09 is in
accordance with EITF No. 01-09 paragraph 9 (a) and (b).

Consolidated Statements of Income, page F-3

    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.

     ( ) Revenue recognition:

     The “buy/sell,” consignment, and agency sales transactions applies to the provisions of the
SEC Staff Accounting Bulletin No. 101, “Revenue Recognition.” The revenue from “buy/sell”

Mr. Michael Moran

April 4, 2005

Page 6

and consignment transactions are recorded at gross. Agency sales are a transaction presented on
a net basis.

Consolidated Statements of Income, page F-3

    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 your request.

    e.
    Traditional “buy/sell” transactions;

    f.
    Consignment transactions; and

    g.
    Agency arrangements with your product manufacturers.

     The Company sells animal health products which constitutes all of its gross sales.
Traditional “buy/sell” transactions account for a significant majority of the Company’s business.
In this type of transaction the customer places an order with the Company,