SecProbe.io

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Mail Stop 6010

							May 18, 2005

James F. Cleary, Jr.
President and Chief Executive Officer
MWI Veterinary Supply, Inc.
651 S. Stratford Drive, Suite 100
Meridan, Idaho  83642

Re:	MWI Veterinary Supply, Inc.
	Registration Statement on Form S-1
	File No. 333-124264

Dear Mr. Cleary:

	We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these 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.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-1

General
1. Please note that when you file a pre-effective amendment
containing pricing-related information, we may have additional
comments.
2. Please note that when you file a pre-effective amendment that
includes your price range, it must be bone fide. We interpret this
to
mean that your range may not exceed $2 if you price below $20 and
10%
if you price above $20.

3. Please provide us proofs of all graphic, visual or photographic
information you will provide in the printed prospectus prior to
its
use, for example in a preliminary prospectus.  Please note we may
have comments regarding this material.

General
4. Prior to requesting acceleration for effectiveness, please
refer
to Item 3-12 of Regulation S-X and file an amended registration
statement on Form S-1 to include your most recent interim
financial
statements as of and for the period ended March 31, 2005. In doing
so, please also file as an exhibit an updated, signed consent
report
from your independent accountants.

Prospectus Summary, page 1
5. The summary section should provide a brief, but balanced
description of the key aspects of the company as of the latest
practicable date.  Currently you only appear to discuss the
positive
aspects of your company.  Please revise the summary to also
discuss
any negative aspects of your company`s experience. In addition,
since
you have included a summary of your company`s strategies to
strengthen you position, please include a balancing discussion
that
discusses the negative aspects and risks associated with your
business strategies.

6. Please provide us with an annotated copy of third party
documentation supporting your statement "We are a leading
distributor
of animal health products to veterinarians across the United
States."
In addition, please provide us with a marked copy of the
information
you attribute to the Animal Health Institute and American
Veterinary
Medical Association, respectively, in this section as well as in
your
Business section.

Summary Consolidated Financial and Operating Data, page 7
7. We note that you present the non-GAAP measure, EBITDA, as an
indicator of your performance.  The elimination of recurring items
from the most comparable GAAP measure appears to have the effect
of
smoothing earnings.  While the acceptability of a non-GAAP
financial
measure that eliminates recurring items from the most comparable
GAAP
measure depends on all facts and circumstances, we do not believe
that a non-GAAP measure that has the effect of smoothing earnings
is
appropriate.  In addition, we note the following regarding the
items
that you exclude from your presentation of EBITDA:

a.) there is a past pattern of these items occurring in each
reporting period;
b.) the financial impact of these items will not disappear or
become
immaterial in the future; and,

c.) there is no unusual reason that the company can substantiate
to
identify the special nature of these items.
The above raises significant questions about management`s
assertions
as to the usefulness of EBITDA to measure performance and the
appropriateness of its presentation in accordance with Item 10 of
Regulation S-K.  Please refer to "Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures" on our website
at
www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm that we issued
on
June 13, 2003.  Please revise your filing to remove all references
to
this measure or tell us how your disclosure complies with Item 10
of
Regulation S-K.

Risk Factors, page 8
8. We note your disclosure in the introductory paragraph of this
section where you state, "The risks and uncertainties described
below
are not the only risks and uncertainties we face."  This sentence
suggests that not all known risks or uncertainties are described
in
this section.  Please amend your disclosure to state that all
material risks are described in the risk factors section, and
ensure
that the statement is true.
9. We note from your disclosure in the Use of Proceeds section on
page 20 that your net proceeds will be used to primarily repay
debt
and to redeem all of your Series A preferred stock held by your
principal shareholders. In that regard, please consider adding a
risk
factor that indicates you expect to retain none of your offering
proceeds for any other purposes. Please also identify the
shareholders who will benefit from the redemption and their
relationship to the company, other than as principal shareholders.
In
the alternative, please tell us why you do not believe such a risk
factor is necessary.
10. We note your disclose under the heading "Dividend Policy."
Please consider adding a risk factor indicating that investors
will
only see a return on their investment if the value of the shares
appreciates since you currently intend to retain future earnings
to
develop and expand your business.  In the alternative, please tell
us
why you do not believe such a risk factor is necessary.

"Our operating results may fluctuate due to factors outside of
management`s control," page 8
11. Please describe if any of the factors you have described in
this
risk factor have historically impacted your results of operations
and
financial condition in a negative manner. If so, please briefly
describe the specific factors and how they impacted you.

"An adverse change in vendor rebates could negatively affect our
business," page 8
12. Please describe if historically if you have experienced a
negative material impact on your results of operations and
financial
condition due to an adverse change in vendor rebates. If so,
please
describe the incidence and how it impacted you.

"Our business, financial condition and results of operations
depend
upon . . . .," page 10
13. Please identify every vendor who supplied 10% or more of your
product sales.  Please also indicate if you have any formal
agreements with such vendors. If so, please provide the material
terms of any agreements, including termination provisions.  You
should also file the agreements as exhibits.
14. You indicate that you have agreements with some of your
vendors.
Please quantify how many vendors you have written agreements with.

"We rely upon third parties to ship products to our customers and
interruptions . . . .," page 11
15. Please describe if historically you have experienced a
negative
material impact on your results of operations and financial
condition
due to conditions in the transportation industry experienced by
UPS
or shipping costs charged by UPS. If so, please describe the
incidence and how it impacted you.

"Loss of key management or sales representatives could harm our
business," page 14
16. Please indicate if you have entered into any employment
agreements with any executive officers. If so, please also provide
the expiration date of such agreements.
17. Please briefly discuss any aspects of your business that make
you
less attractive than other companies to potential employees.

"We may be subject to product liability and other claims in the
ordinary course . . . .," page 14
18. Please disclose the coverage amount and any limitations on any
product liability insurance policies you maintain.
"We may not be able to raise needed capital in the future," page
15
19. Please indicate how long you expect your existing capital
resources without proceeds from the offering will be sufficient to
conduct your operations.

20. Please divide this risk factor into two risk factors: one
addressing the consequences of not obtaining sufficient capital
and
the other addressing the negative consequences of obtaining
capital,
such as dilution.

"Concentration of ownership among our existing executive officers,
directors . . . .," page 16
21. Please also revise this risk factor to include disclosure that
BRS is entitled to designate five members and Agri Beef Co. is
entitled to designate one member to your board so long as each
entity
maintains a certain percentage of common stock ownership. Please
also
specify the certain percentage each must maintain in order to
designate members of your board and how much each of these
entities
currently hold and will expect to hold after the offering.

"You will incur immediate and substantial dilution as a result of
this offering," page 18
22. Please revise this risk factor to explain also that investors
who
purchase shares will contribute ___% of the total amount to fund
the
company but will own only ___% of the outstanding share capital
and
___% of the voting rights.

Use of Proceeds, page 20
23. Please explain why the Series A preferred shares will be
repurchased instead of using the proceeds to further your business
activities?  Are you required to redeem the preferred shares and,
if
so, why?
24. Please also explain why you are repaying your borrowings under
your credit facility as it appears you intend to take on
additional
borrowings subsequently thereafter to have funds available for
general corporate purposes. Are you required to pay down the
borrowing by a certain time?

Management`s Discussion and Analysis of Financial Condition, page
27
25. You indicate that you cannot know in advance when a vendor
will
switch between the "buy/sell" and agency models.  Please explain
the
reasons you cannot know in advance as it appears you have written
agreements with some of your vendors.

Results of Operations, page 29
26. Please revise your tabular presentation and the underlying
discussion of your results of operations to separate and
distinguish
the predecessor and successor financial information. Specifically,
your "pro forma" presentation of the combined results appears akin
to
a "pooling of interests," which does not reflect the substance of
the
business combination in accordance with GAAP.
27. In all cases where you attribute a material change in
financial
statement amounts to more than one factor, please ensure that you
have quantified the effect of each material factor on the amount.
We
believe that such quantification is required by Financial
Reporting
Codification Section 501.04. Additionally, in accordance with Item
303(a)(3)(iii) of Regulation S-K, please consider disclosing
whether
the material increases in product sales from period to period
relate
to specific products or product lines, including those newly
introduced.

Liquidity and Capital Resources, page 35
28. Please include a more robust discussion and analysis of your
operating cash flows to address the underlying reasons for the
comparative changes in your working capital components for the
financial statement periods presented. In doing so, please refer
to
Commission Release No. 33-8350: "Interpretation- Commission
Guidance
Regarding Management`s Discussion and Analysis of Financial
Condition
and Results of Operations," which you can find on our website at
www.sec.gov/rules/interp/33-8350.htm.

Critical Accounting Policies, page 38
29. Please revise your disclosures herein, giving consideration to
Commission Release No. 33-8350: "Interpretation- Commission
Guidance
Regarding Management`s Discussion and Analysis of Financial
Condition
and Results of Operations," to address the material implications
of
uncertainties associated with the methods, assumptions and
estimates
underlying each of your critical accounting measurements. More
specifically, please address the following:

a.) define or provide an analysis of the uncertainties involved in
applying a principle at a given time or the variability that is
reasonably likely to result from its application over time;

b.) specifically address why your accounting estimates or
assumptions
bear the risk of change;

c.) analyze, to the extent material, such factors as how accurate
each estimate/assumption has been in the past; how each has
changed
in the past; and whether each is reasonably likely to change in
the
future; and

d.) analyze each estimate/assumption`s specific sensitivity to
change, based on other materially different outcomes that are
reasonably likely to occur.
30. We note that your vendors base their performance rebate
programs
on sales growth goals that they establish with you at the
beginning
of each calendar year per the underlying contracts. Please clarify
for us, supplementally, your recognition of these vendor rebates
"at
the time the sales performance measures are achieved," as opposed
to
systematic recognition based on estimates over the underlying
contract periods. In providing us with this additional
information,
please address Issues 7 and 8 of EITF 02-16.
31. We acknowledge that you recognize revenue in accordance with
EITF
01-9 for your "customer incentives," as noted herein and within
your
"Summary of Significant Accounting Policies" in the accompanying
notes to your consolidated financial statements. We believe that
your
disclosure related to estimates of items that reduce your gross
revenue could be defined and improved as follows:

a).	Disclose the type and amount of each accrual at the balance
sheet date and the effect that could result from using other
reasonably likely assumptions than those upon which you currently
rely. For example, please disclose a range of reasonably likely
amounts or another type of sensitivity analysis.

b).	Disclose the factors that you consider in estimating each
accrual, such as historical product returns, levels of inventory
in
your distribution channels; estimated remaining product shelf
lives;
price changes from competitors and introductions of new products.

c).	To the extent that the information you consider in b. is
quantifiable, disclose both quantitative and qualitative factors
and
discuss the extent of availability and your use of information
from
external sources; for example, end-customer demand data compared
to
inventory levels. In discussing your estimate of product returns,
consider disclosing, preferably by product and in tabular format,
the
total amount of product in sales dollars that could potentially be
returned as of the most recent balance sheet date, disaggregated
by
expiration period.
d).	If applicable, discuss any shipments made as a result of
incentives and/or in excess of your customers` inventory levels in
the ordinary course of business. Please also discuss your revenue
recognition policy for such shipments.
e).	You should also consider disclosing a roll-forward of the
liability for each estimate for the periods presented, showing the
following:
* beginning balance;
* current provision related to sales made in current period;
* current provision related to sales made in prior periods;
* actual returns or credits in current period related to sales
made
in current period;
* actual returns or credits in current period related to sales
made
in prior periods;