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Mr. Neal Soderquist

Chief Financial Officer

Professional Veterinary Products, Ltd.

10077 South 134th Street

Omaha, NE 68138

July 15, 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

    Filed October 29, 2004

Dear Mr. Moran:

     In response to the Securities and Exchange Commission’s comment letter dated June 15, 2005,
Professional Veterinary Products, Ltd. (the “Company”) has prepared the following response to
comment 1.

COMMENT: Consolidated Balance Sheets, page F-2

    1.

    We note your response to comment 1 in our letter dated May 12, 2005. We believe that your
shareholder’s right to demand you to repurchase shares within ninety days of receiving written
notice represents a conditional obligation contingent upon the receipt of notice. On the date
you receive a shareholder’s written request for redemption the condition is resolved and that
common share or shares will become mandatorily redeemable securities. See paragraph A9. of
SFAS No. 150.

    Please revise your consolidated balance sheet as of July 31, 2004 to reclassify common
shares that possess the right to demand you to repurchase shares within ninety days of
receiving written notice outside of permanent equity in accordance with Rule 5-02.28

Mr. Michael Moran

Page 2

July 15, 2005

    of Regulation S-X and reevaluate the classification each reporting period to determine if
the shares have been mandatorily redeemable. Please refer paragraph 18 of APB. No. 9 and
the disclosure requirements in paragraph 37 of APB No. 20.

     RESPONSE:

     Pursuant to your comment letter dated June 15, 2005 and subsequent discussions among your
staff, the Company, legal counsel, and the Company’s external auditor, the Company shall file an
amended Form 10-K for the year ended July 31, 2004 and an amended Form 10-Q for the quarter ended
April 30, 2005. For your review, we have attached hereto the Company’s restated financial
statements for the year ended July 31, 2004, and the quarter ended April 30, 2005, as Attachments I
and II, respectively. We appreciate any comments that you may have on these restated financial
statements.

     In connection with responding to the comment, the Company acknowledges:

    •

    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.

    •

    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.

     Please feel free to contact Amber Neubert of Baird Holm Law Firm at (402) 636-8248 if you have
any additional questions.

    Respectfully Submitted,

    /s/ Neal Soderquist

    Neal Soderquist

Chief Financial Officer

ATTACHMENT I

To the Audit Committee

Professional Veterinary Products, Ltd.

Omaha, Nebraska

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We have audited the accompanying consolidated balance sheets of Professional Veterinary
Products, Ltd. and subsidiaries as of July 31, 2004 and 2003, and the related consolidated
statements of income, stockholders’ equity, and cash flows for each of the three years in the
period ended July 31, 2004. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our
audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.

     In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Professional Veterinary Products, Ltd. and
subsidiaries as of July 31, 2004 and 2003, and the results of their operations and their cash flows
for each of the three years in the period ended July 31, 2004, in conformity with U.S. generally
accepted accounting principles.

     As discussed in Notes 6 and 14, the consolidated financial statements have been restated to
reflect a change in the presentation of redeemable common stock. This error was discovered during a
regulatory review of the Company’s financial statements. The change in balance sheet presentation
does not have an impact on the Company’s cash flows or results of operations.

Quick & McFarlin, P.C.

Omaha, Nebraska

October 7, 2004, except as to Notes 6 and 14 which is July 6, 2005

1

PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

July 31, 2004 (Restated) and 2003 (Restated)

(in thousands, except per share data)

    July 31,

    July 31,

    2004

    2003

    (Restated)

    (Restated)

    ASSETS

    CURRENT ASSETS

    Cash

    $
    2,545

    $
    4,346

    Accounts receivable, less allowance for doubtful
accounts $821 and $760, respectively

    22,117

    22,718

    Accounts receivable, related parties

    3,248

    4,133

    Inventory, less allowance for obsolete inventory $129 and $0, respectively

    40,682

    38,817

    Deferred tax asset

    952

    343

    Other current assets

    836

    489

    Total current assets

    70,380

    70,846

    NET PROPERTY AND EQUIPMENT

    10,321

    10,298

    OTHER ASSETS

    Intangible assets, less accumulated
amortization $12 and $10, respectively

    13

    15

    Intangible retirement asset

    1,326

    1,334

    Investment in unconsolidated affiliates

    1,720

    1,583

    Cash value life insurance

    728

    295

    Deposits on property and equipment

    263

    31

    Total other assets

    4,050

    3,258

    TOTAL ASSETS

    $
    84,751

    $
    84,402

    LIABILITIES AND STOCKHOLDERS’ EQUITY

    CURRENT LIABILITIES

    Note payable, bank

    $
    10,174

    $
    9,765

    Current portion of long-term debt and capital lease obligation

    2,000

    1,363

    Accounts payable

    45,216

    46,154

    Accounts payable, related parties

    840

    1,022

    Other current liabilities

    3,815

    4,897

    Total current liabilities

    62,045

    63,201

    LONG-TERM LIABILITIES

    Long-term debt and capital lease obligation, less current portion

    5,982

    7,972

    Accrued retirement benefits, less current portion

    1,326

    1,334

    Deferred tax liability

    457

    332

    Shares subject to mandatory redemption

    2,110

    —

    Total long-term liabilities

    9,875

    9,638

    TOTAL LIABILITIES

    71,920

    72,839

    COMMITMENTS AND CONTINGENT LIABILITIES — SEE NOTE 11

    REDEEMABLE COMMON STOCK — SEE NOTE 6

    3,636

    5,346

    STOCKHOLDERS’ EQUITY

    Retained earnings

    9,195

    6,217

    Total stockholders’ equity

    9,195

    6,217

    TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

    $
    84,751

    $
    84,402

     The accompanying notes are an integral part of these financial statements.

2

PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

Years Ended July 31, 2004 (Restated), 2003 (Restated) and 2002 (Restated)

(in thousands, except per share amounts)

    July 31,

    July 31,

    July 31,

    2004

    2003

    2002

    (Restated)

    (Restated)

    (Restated)

    NET SALES AND OTHER REVENUE

    $
    335,421

    $
    298,919

    $
    239,922

    COST OF SALES

    301,393

    268,008

    219,851

    Gross profit

    34,028

    30,911

    20,071

    OPERATING, GENERAL AND ADMINISTRATIVE EXPENSES

    28,736

    25,734

    17,928

    Operating income

    5,292

    5,177

    2,143

    OTHER INCOME (EXPENSE)

    Interest income

    471

    767

    477

    Interest expense

    (1,149
    )

    (1,075
    )

    (850
    )

    Equity in earnings of unconsolidated affiliate

    137

    92

    (22
    )

    Other

    (24
    )

    27

    —

    Other expense — net

    (565
    )

    (189
    )

    (395
    )

    Income before taxes

    4,727

    4,988

    1,748

    Income tax expense

    1,749

    1,774

    639

    NET INCOME

    2,978

    3,214

    1,109

    BEGINNING RETAINED EARNINGS

    6,217

    3,003

    1,894

    ENDING RETAINED EARNINGS

    $
    9,195

    $
    6,217

    $
    3,003

    EARNINGS PER REDEEMABLE COMMON SHARE

    $
    2,487.77

    $
    1,854.47

    $
    717.14

    Weighted average redeemable common shares outstanding

    1,197

    1,733

    1,546

    SUPPLEMENTAL INFORMATION

    Net sales and other revenue — related parties

    $
    33,718

    $
    27,325

    $
    17,782

    Purchases — related parties

    $
    15,616

    $
    14,908

    $
    14,890

     The accompanying notes are an integral part of these financial statements.

3

PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended July 31, 2004, 2003 and 2002

(in thousands)

    July 31,

    July 31,

    July 31,

    2004

    2003

    2002

    CASH FLOWS FROM OPERATING ACTIVITIES

    Net income

    $
    2,978

    $
    3,214

    $
    1,109

    Adjustments to reconcile net income to net cash
from operating activities:

    Depreciation and amortization

    1,105

    1,105

    619

    (Gain) loss on sale of property

    24

    (27
    )

    —

    Equity in loss (income) from affiliate

    (137
    )

    (92
    )

    22

    (Increase) decrease in:

    Receivables

    1,486

    (7,158
    )

    (1,419
    )

    Inventory

    (1,865
    )

    (1,826
    )

    (14,649
    )

    Deferred tax asset

    (609
    )

    (118
    )

    (109
    )

    Other current assets

    (347
    )

    (453
    )

    216

    Cash value life insurance

    (433
    )

    (227
    )

    (35
    )

    Other assets

    (4
    )

    (16
    )

    —

    Increase (decrease) in:

    Accounts payable

    (1,120
    )

    1,488

    13,202

    Other current liabilities

    (1,082
    )

    2,314

    1,051

    Deferred tax liability

    125

    (90
    )

    212

    Total adjustments

    (2,857
    )

    (5,100
    )

    (890
    )

    Net cash provided (consumed) by operating activities

    121

    (1,886
    )

    219

    CASH FLOWS FROM INVESTING ACTIVITIES

    Purchase of property and equipment

    (1,150
    )

    (2,546
    )

    (1,839
    )

    Proceeds from sale of assets

    —

    41

    —

    Deposits on property and equipment

    (228
    )

    (15
    )

    —

    Net cash consumed by investing activities

    (1,378
    )

    (2,520
    )

    (1,839
    )

    CASH FLOWS FROM FINANCING ACTIVITIES

    Net short-term borrowings

    409

    2,868

    2,603

    Proceeds from long-term debt

    —

    4,000

    —

    Proceeds from capital lease obligation

    —

    343

    —

    Payments of long-term debt and capital lease obligation

    (1,353
    )

    (580
    )

    (449
    )

    Net proceeds from issuance of shares
subject to mandatory redemption

    117

    —

    —

    Net proceeds from issuance of redeemable common stock

    283

    797

    133

    Net cash provided (consumed) by financing activities

    (544
    )

    7,428

    2,287

    Net increase (decrease) in cash

    (1,801
    )

    3,022

    667

    Cash at beginning of year

    4,346

    1,324

    657

    Cash at end of year

    $
    2,545

    $
    4,346

    $
    1,324

    Supplemental disclosure of cash flow information:

    Interest paid

    $
    1,139

    $
    1,045

    $
    859

    Income taxes paid

    $
    3,866

    $
    876

    $
    86

     The accompanying notes are an integral part of these financial statements.

4

PROFESSIONAL VETERINARY PRODUCTS, LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended July 31, 2004 (Restated), 2003 (Restated) and 2002 (Restated)

(in thousands, except per share data)

NOTE 1 – BUSINESS DESCRIPTION:

     Professional Veterinary Products, Ltd. (the Company), a Nebraska corporation, is a wholesale
distributor of animal health related pharmaceuticals and other veterinary related items. Founded
in 1982 and headquartered in Omaha, Nebraska, the Company provides products and other services
primarily to its shareholders. Shareholders are limited to the ownership of one share of stock and
must be a licensed veterinarian or business entity comprised of licensed veterinarians.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     Basis of Consolidation – The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. The term “the Company” used herein means Professional
Veterinary Products, Ltd. and its subsidiaries unless otherwise indicated by the context. All
material intercompany accounts and transactions have been eliminated in consolidation. Investments
in companies in which the Company exercises significant influence, but not control, are accounted
for using the equity method of accounting. Investments in companies in which the Company has less
than a 20% ownership interest, and does not exercise significant influence, are accounted for at
cost.

     Use of Estimates – The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America, requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual amounts could differ from
those estimates.

     Revenue Recognition – The Company derives its revenue primarily from the sale of products,
consignment sales and agency agreements. Revenues are recognized as product is received by the
customer and related services are performed in accordance with all applicable revenue recognition
criteria. For these transactions, the Company applies the provisions of SEC Staff Accounting
Bulletin No. 101, “Revenue Recognition.” The revenue from “buy/sell” and consignment transactions
are recorded at gross. Agency sales are transactions presented on a net basis. The Company
recognizes revenue when there is persuasive evidence of an arrangement, title and risk of loss have
passed, delivery has occurred or the contractual obligations are met, the sales price is fixed or
determinable and collection of the related receivable is reasonably assured.

     Cash and Cash Equivalents – The Company considers all highly liquid investments with maturity
of three months or less when purchased to be cash equivalents.

     Accounts Receivable – The accounts receivable arise in the normal course of business and are
reduced by a valuation allowance that reflects management’s best estimate of the amounts that will
not be collected. In addition to reviewing delinquent accounts receivable, management considers
many factors in estimating its general allowance, including historical data, experience, credit
worthiness and economic trends. From time to time, management ma