UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington D.C. 20549

                            FORM 10-Q

                           (Mark One)

  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

        For the quarterly period ended September 30, 2006
                                       ------------------

                               or

  [X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

  For the transition period from _____________ to _____________

                Commission file number: 000-28827
                ---------------------------------

                      PETMED EXPRESS, INC.
     ------------------------------------------------------
     (Exact name of registrant as specified in its charter)

              FLORIDA                           65-0680967
   -------------------------------         -------------------
   (State or other jurisdiction of          (I.R.S. Employer
    incorporation or organization)         Identification No.)

       1441 S.W. 29th Avenue, Pompano Beach, Florida 33069
  ------------------------------------------------------------
  (Address of principal executive offices, including zip code)

                          (954) 979-5995
       ----------------------------------------------------
       (Registrant's telephone number, including area code)

                               N/A
       ----------------------------------------------------
       (Former name, former address and former fiscal year,
                   if changed since last report)

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.  [X]  Yes   [ ] No

Indicate  by  check  mark  whether  the  registrant  is  a  large
accelerated  filer,  an accelerated filer, or  a  non-accelerated
filer.    See  definition  of  "accelerated  filer"   or   "large
accelerated  filer"  in Rule 12b-2 of the  Exchange  Act.  (Check
one):

[ ] Large accelerated filer             [X] Accelerated filer
[ ] Non-accelerated filer

Indicate by check mark whether the registrant is a shell  company
(defined in Rule 12b-2 of the Exchange Act).  [ ] Yes    [X] No

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
24,212,501 Common Shares, $.001 par value per share at November
3, 2006.




PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

              PETMED EXPRESS, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED BALANCE SHEETS




                                                September 30,      March 31,
                                                    2006             2006
                                                -------------   --------------
                                                (UNAUDITED)
                                                          
                      ASSETS
                      ------
Current assets:
   Cash and cash equivalents                    $  37,663,345   $   23,216,907
   Accounts receivable, less allowance
     for doubtful accounts of $30,000
     and $23,000, respectively                      1,503,233        1,155,781
   Inventories - finished goods                     9,863,560       14,997,675
   Prepaid expenses and other current assets        1,701,719          583,038
                                                -------------   --------------
          Total current assets                     50,731,857       39,953,401

   Property and equipment, net                      1,531,926        1,497,589
   Deferred income taxes                              873,663          794,002
   Intangible asset                                   365,000          365,000
   Other assets                                             -           14,167
                                                -------------   --------------
Total assets                                    $  53,502,446   $   42,624,159
                                                =============   ==============

        LIABILITIES AND SHAREHOLDERS' EQUITY
        ------------------------------------

Current liabilities:
   Accounts payable                             $   5,798,892   $    3,052,953
   Income taxes payable                                     -          958,318
   Accrued expenses and other current
     liabilities                                    1,008,076          973,359
                                                -------------   --------------
Total liabilities                                   6,806,968        4,984,630
                                                -------------   --------------

Commitments and contingencies

Shareholders' equity:
   Preferred stock, $.001 par value,
     5,000,000 shares authorized;
     2,500 convertible shares issued
     and outstanding with a liquidation
     preference of $4 per share                         8,898            8,898
   Common stock, $.001 par value, 40,000,000
     shares authorized; 24,212,501 and
     23,967,390 shares issued and outstanding,
     respectively                                      24,213           23,967
   Additional paid-in capital                      14,423,528       13,433,054
   Retained earnings                               32,238,839       24,173,610
                                                -------------   --------------
          Total shareholders' equity               46,695,478       37,639,529
                                                -------------   --------------

Total liabilities and shareholders' equity      $  53,502,446   $   42,624,159
                                                =============   ==============




  See accompanying notes to condensed consolidated financial statements


                             1



              PETMED EXPRESS, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                           (UNAUDITED)



                                   Three Months Ended                   Six Months Ended
                                      September 30,                        September 30,
                                   2006            2005               2006             2005
                               -------------   --------------     -------------   --------------
                                                                      
Sales                          $  43,812,754   $   38,652,674     $  94,486,107   $   82,284,432
Cost of sales                     26,890,113       23,801,822        57,439,141       50,574,994
                               -------------   --------------     -------------   --------------

Gross profit                      16,922,641       14,850,852        37,046,966       31,709,438
                               -------------   --------------     -------------   --------------

Operating expenses:
  General and administrative       4,320,703        3,808,677         8,769,325        7,661,571
  Advertising                      7,670,641        6,922,832        15,999,359       14,527,135
  Depreciation and amortization      130,851          131,745           266,152          259,290
                               -------------   --------------     -------------   --------------
Total operating expenses          12,122,195       10,863,254        25,034,836       22,447,996
                               -------------   --------------     -------------   --------------

Income from operations             4,800,446        3,987,598        12,012,130        9,261,442
                               -------------   --------------     -------------   --------------

Other income (expense):
  Interest income                    336,817          152,715           587,984          252,152
  Other, net                         136,763           81,821           237,165          122,108
  Loss on disposal of
    property and equipment                 -                -            (1,250)               -
                               -------------   --------------     -------------   --------------
  Total other income (expense)       473,580          234,536           823,899          374,260
                               -------------   --------------     -------------   --------------

Income before provision for
  income taxes                     5,274,026        4,222,134        12,836,029        9,635,702

Provision for income taxes         1,959,055        1,511,308         4,770,800        3,383,290
                               -------------   --------------     -------------   --------------

Net income                     $   3,314,971   $    2,710,826     $   8,065,229   $    6,252,412
                               =============   ==============     =============   ==============

Net income per common share:
  Basic                        $        0.14   $         0.12     $        0.33   $         0.27
                               =============   ==============     =============   ==============
  Diluted                      $        0.14   $         0.11     $        0.33   $         0.26
                               =============   ==============     =============   ==============

Weighted average number of
  common shares outstanding:
  Basic                           24,172,319       23,564,051        24,091,242       23,517,911
                               =============   ==============     =============   ==============
  Diluted                         24,240,345       24,111,210        24,223,267       24,032,552
                               =============   ==============     =============   ==============



See accompanying notes to condensed consolidated financial statements


                             2



              PETMED EXPRESS, INC. AND SUBSIDIARIES
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (UNAUDITED)



                                                         Six Months Ended
                                                            September 30,
                                                          2006           2005
                                                     -------------   -------------
                                                               
Cash flows from operating activities:
  Net income                                         $   8,065,229   $   6,252,412
  Adjustments to reconcile net income to
  net cash provided by operating activities:
    Depreciation and amortization                          266,152         259,290
    Compensation expense relating to stock issuances       489,488               -
    Tax benefit related to stock options exercised               -          38,110
    Deferred income taxes                                  (79,661)        (18,353)
    Loss on disposal of property and equipment               1,250               -
    Bad debt expense (recovery)                             27,565         (15,616)
    (Increase) decrease in operating assets
    and increase (decrease) in liabilities:
      Accounts receivable                                 (375,017)        817,099
      Inventories - finished goods                       5,134,115       2,812,609
      Prepaid expenses and other current assets         (1,118,681)       (298,569)
      Other assets                                          14,167               -
      Accounts payable                                   2,745,939        (242,986)
      Income taxes payable                                (958,318)      2,636,401
      Accrued expenses and other current liabilities        34,717         440,690
                                                     -------------   -------------
Net cash provided by operating activities               14,246,945      12,681,087
                                                     -------------   -------------

Cash flows from investing activities:
  Purchases of property and equipment                     (302,139)        (30,915)
  Net proceeds from the sale of property
    and equipment                                              400               -
                                                     -------------   -------------
    Net cash used in investing activities                 (301,739)        (30,915)
                                                     -------------   -------------

Cash flows from financing activities:
  Proceeds from the exercise of stock options              421,513         285,962
  Tax benefit related to stock options exercised            79,719               -
                                                     -------------   -------------
Net cash provided by financing activities                  501,232         285,962
                                                     -------------   -------------

Net increase in cash and cash equivalents               14,446,438      12,936,134
Cash and cash equivalents, at beginning of period       23,216,907      12,680,962
                                                     -------------   -------------

Cash and cash equivalents, at end of period          $  37,663,345   $  25,617,096
                                                     =============   =============

Supplemental disclosure of cash flow information:
  Cash paid for income taxes                         $   6,364,063   $     727,132
                                                     =============   =============




See accompanying notes to condensed consolidated financial statements


                                 3



              PETMED EXPRESS, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (UNAUDITED)

Note 1:  Summary of Significant Accounting Policies

Organization

  PetMed  Express,  Inc.  and subsidiaries,  d/b/a  1-800-PetMeds
(the  "Company"),  is  a leading nationwide  pet  pharmacy.   The
Company markets prescription and non-prescription pet medications
and  other  health products for dogs, cats, and horses direct  to
the   consumer.   The  Company  offers  consumers  an  attractive
alternative   for   obtaining  pet  medications   in   terms   of
convenience, price, and speed of delivery.

  The  Company  markets its products through national television,
online and direct mail/print advertising campaigns, which aim  to
increase  the  recognition  of  the "1-800-PetMeds"  brand  name,
increase  traffic on its website at www.1800petmeds.com,  acquire
new  customers, and maximize repeat purchases.  The  majority  of
all of the Company's sales are to residents in the United States.
The  Company's  executive offices are located in  Pompano  Beach,
Florida.

   The  Company's  fiscal year end is March  31,  and  references
herein to fiscal 2007 or 2006 refer to the Company's fiscal years
ending March 31, 2007 and 2006, respectively.

Basis of Presentation and Consolidation

  The  accompanying  unaudited Condensed  Consolidated  Financial
Statements have been prepared in accordance with the instructions
to   Form  10-Q  and,  therefore,  do  not  include  all  of  the
information  and  footnotes  required  by  accounting  principles
generally  accepted in the United States of America for  complete
financial   statements.   In  the  opinion  of  management,   the
accompanying Condensed Consolidated Financial Statements  contain
all   adjustments,  consisting  of  normal  recurring   accruals,
necessary  to  present  fairly  the  financial  position  of  the
Company,   after   elimination  of  intercompany   accounts   and
transactions, at September 30, 2006 and the Statements of  Income
for  the  three and six months ended September 30, 2006 and  2005
and  Statements of Cash Flows for the six months ended  September
30,  2006 and 2005.  The results of operations for the three  and
six   months   ended  September  30,  2006  are  not  necessarily
indicative of the operating results expected for the fiscal  year
ending March 31, 2007.  These financial statements should be read
in  conjunction with the financial statements and  notes  thereto
contained  in  the Company's annual report on Form 10-K  for  the
fiscal  year  ended  March 31, 2006.  The Condensed  Consolidated
Financial Statements include the accounts of PetMed Express, Inc.
and its wholly owned subsidiaries.

  All  significant intercompany transactions have been eliminated
upon consolidation.

Use of Estimates

  The  preparation of Condensed Consolidated 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 Condensed Consolidated  Financial
Statements  and  the  reported amounts of revenues  and  expenses
during  the  reporting period.  Actual results could differ  from
those estimates.

Recently Issued Accounting Standards

  In   June  2006,  the  Financial  Accounting  Standards   Board
("FASB")  issued  FASB  Interpretation No.  48,  "Accounting  for
Uncertainty in Income Taxes - an interpretation of FASB Statement
No. 109" ("FIN 48"), which provides criteria for the recognition,
measurement,   presentation  and  disclosure  of  uncertain   tax
positions.   A  tax  benefit from an uncertain  position  may  be
recognized only if it is "more likely than not" that the position
is  sustainable based on its technical merits.  The provisions of
FIN   48   are   effective  for  fiscal  years  beginning   after
December  15, 2006.  We do not expect FIN 48 will have a material
effect  on  our  consolidated  financial  position,  results   of
operations or cash flows.

  The  Company  does not believe that any other recently  issued,
but not yet effective, accounting standard, if currently adopted,
will  have  a  material  effect  on  the  Company's  consolidated
financial position, results of operations or cash flows.


                                 4
PAGE>



Note 2:  Net Income Per Share

  In  accordance  with  the  provisions of  Financial  Accounting
Standards  ("SFAS")  No. 128, "Earnings  Per  Share,"  basic  net
income per share is computed by dividing net income available  to
common  shareholders  by the weighted average  number  of  common
shares  outstanding during the period.  Diluted  net  income  per
share  includes  the dilutive effect of potential  stock  options
exercised  and  the  effects  of  the  potential  conversion   of
preferred  shares,  calculated using the treasury  stock  method.
Outstanding stock options and convertible preferred shares issued
by  the  Company represent the only dilutive effect reflected  in
diluted weighted average shares outstanding.

  The  following  is  a  reconciliation  of  the  numerators  and
denominators  of  the  basic and diluted  net  income  per  share
computations for the periods presented:




                                                Three Months Ended            Six Months Ended
                                                   September 30,                 September 30,
                                                2006           2005           2006           2005
                                            -----------    -----------    -----------    -----------
                                                                             
Net income (numerator):

  Net income                                $ 3,314,971    $ 2,710,826    $ 8,065,229    $ 6,252,412
                                            ===========    ===========    ===========    ===========
Shares (denominator):

  Weighted average number of common shares
    outstanding used in basic computation    24,172,319     23,564,051     24,091,242     23,517,911
  Common shares issuable upon exercise
    of stock options                             57,901        537,034        121,900        504,516
  Common shares issuable upon conversion
    of preferred shares                          10,125         10,125         10,125         10,125
                                            -----------    -----------    -----------    -----------
  Shares used in diluted computation         24,240,345     24,111,210     24,223,267     24,032,552
                                            ===========    ===========    ===========    ===========
Net income per common share:

  Basic                                     $      0.14    $       0.12   $      0.33    $      0.27
                                            ===========    ===========    ===========    ===========
  Diluted                                   $      0.14    $       0.11   $      0.33    $      0.26
                                            ===========    ===========    ===========    ===========



   For  the  three and six months ended September  30,  2006  all
common stock options were included in the diluted net income  per
share  computation as their exercise prices were  less  than  the
average  market price of the common shares for the  period.   For
the  three  months  ended  September  30,  2005,  250,000  shares
issuable  upon  the  exercise of common  stock  options,  with  a
weighted average exercise price of $10.64, and for the six months
ended September 30, 2005, 422,334 shares of common stock options,
with  a  weighted average exercise price of $9.93, were  excluded
from  the  diluted  net  income per share  computation  as  their
exercise prices were greater than the average market price of the
common  shares for the periods, therefore the effect  would  have
been anti-dilutive.

Note 3:  Accounting for Stock-Based Compensation

  Effective   April   1,  2006,  the  Company   began   recording
compensation expense associated with stock options in  accordance
with SFAS No. 123R, "Share Based Payment", which is a revision of
SFAS No. 123.  Prior to April 1, 2006, the Company accounted  for
stock-based  compensation  related to  stock  options  under  the
recognition  and measurement principles of Accounting  Principles
Board  Opinion  ("APB") No. 25, "Accounting for Stock  Issued  to
Employees."   At  that  time  the Company  measured  compensation
expense  for  its  stock option plans using the  intrinsic  value
method, that is, as the excess, if any, of the fair market  value
of the Company's stock at the grant date over the amount required
to  be  paid  to acquire the stock, and provided the  disclosures
required  by  SFAS Nos. 123 and 148. The Company has adopted  the
modified  prospective  transition  method  provided  under   SFAS
No. 123R, and as a result, has not retroactively adjusted results
from  prior  periods. Under this transition method,  compensation
expense  associated with stock options recognized  in  the  first
quarter   of  fiscal  year  2007,  and  in  subsequent  quarters,
includes: 1) expense related to the remaining unvested portion of
all stock option awards granted prior to April 1, 2006, based  on
the  grant  date  fair  value estimated in  accordance  with  the
original  provisions of SFAS No. 123; and 2) expense  related  to
all  stock  option awards granted subsequent to  April  1,  2006,
based  on the grant date fair value estimated in accordance  with
the provisions of SFAS No. 123R.


                             5



  As  a  result  of the adoption of SFAS No. 123R, the  Company's
net  income for the three and six months ended September 30, 2006
includes  $223,000  and  $446,000 of compensation  expense.   The
compensation expense related to all of the Company's  stock-based
compensation arrangements is recorded as a component  of  general
and administrative expenses.

  At  September 30, 2006, the Company had one stock option  plan.
The  PetMed  Express, Inc. 1998 Stock Option Plan  (the  "Plan"),
provides  for  the issuance of qualified options to officers  and
key employees, and nonqualified options to directors, consultants
and  other  service providers, to purchase the  Company's  common
stock.  The Company had reserved 5,000,000 shares of common stock
for  issuance  under the Plan.  The exercise  prices  of  options
issued under the Plan must be equal to or greater than the market
price  of  the Company's common stock as of the date of issuance.
The  Company had 672,684 and 1,200,079 options outstanding  under
the  Plan at September 30, 2006 and 2005, respectively.   Options
generally vest ratably over a three-year period commencing on the
first anniversary of the grant with respect to options granted to
employees  under  the Plan.  The 1998 Plan expires  on  July  31,
2008.

  For   stock  options  granted  prior  to  April  1,  2006,  the
estimated  fair value of each option award granted was determined
on  the  date  of grant using the Black-Scholes option  valuation
model.   For stock option grants on and after April 1, 2006,  the
estimated  fair  value  of  each option  award  granted  will  be
determined  on the date of grant using the Black Scholes  option-
pricing  model  or a lattice based option valuation  model.   The
following  weighted-average  assumptions  were  used  for  option
grants during the six month period ended September 30, 2005: risk-
free  interest rates ranging from 4 percent, expected  volatility
of  66 percent, no dividend yield, and expected lives of 4 years.
No  assumptions were necessary for the six months ended September
30,  2006,  due  to the fact that no stock options  were  granted
during  the  period.  The risk free interest  rate  for  the  six
months  ended September 30, 2005 was based on the prime  interest
rate at the date of grant.  The expected volatility was based  on
the historical volatility of the Company's stock.

  A  summary of the status of the Company's stock option plan  as
of September 30, 2006 is as follows:



                                                       Weighted-      Weighted-
                                                       Average        Average
                                                       Exercise        Remining       Aggregate
                                         Number of     Price per     Contractural      Intrinsic
                                          Shares        Share        Term (years)        Value
                                         ---------   -----------     ------------    ------------
                                                                         

Options outstanding at March 31, 2006      851,170   $      7.28

Options granted                                      $         -              -

Options exercised                         (178,486)  $      2.36

Options forfeited or expired                         $         -              -
                                           ------------------------------------------------------
Options outstanding at September 30, 2006  672,684   $      8.59           3.23         5,779,000
                                           ======================================================
Options vested and exercisable at
September 30, 2006                         380,183   $      8.89           2.37         3,378,173
                                           ======================================================




  A  summary of the status of the Company's non-vested shares  as
of September 30, 2006 is presented below:



                                                     Weighted-     Weighted-
                                                      Average       Average
                                                     Exercise      Remaining
                                        Number of    Price per    Contractural
                                          Shares       Share       Term (years
                                        ---------   ------------  -------------
                                                         

Non-vested shares at March 31, 2006       460,336   $      7.81

Options granted                                     $         -              -

Options vested                           (167,835)  $      7.11

Options forfeited or expired                        $         -              -
                                         -------------------------------------
Non-vested shares at September 30, 2006   292,501   $      8.21           3.98
                                         =====================================



  As  of September 30, 2006, there was $1,511,000 of unrecognized
compensation  cost  related to non-vested  stock  option  awards,
which  is  expected  to be recognized over a  remaining  weighted
average vesting period of 3.44 years.


                             6



  For  stock  options granted prior to the adoption of  SFAS  No.
123R, the following table illustrates the pro forma effect on net
income  and  earnings  per common share as  if  the  Company  has
applied the fair value recognition provisions of SFAS No. 123, as
amended   by  SFAS  No.  148,  and  related  interpretations   in
accounting  for  its  stock  options in  determining  stock-based
compensation for awards under the plan:




                                           Three Months     Six Months
                                             Ended             Ended
                                          September 30,    September 30,
                                              2005             2005
                                          ------------     ------------
                                                     
Reported net income:                      $  2,710,826      $  6,252,412

Deduct: total stock-based employee
compensation expense determined under
fair-value based method for all awards,
net of related tax effects                      71,782          290,798
                                          ------------     ------------
Pro forma net income:                     $  2,639,044     $  5,961,614
                                          ============     ============
Reported basic net income per share:      $       0.12     $       0.27
                                          ============     ============
Pro forma basic net income per share:     $       0.11     $       0.25
                                          ============     ============
Reported diluted net income per share:    $       0.11     $       0.26
                                          ============     ============
Pro forma diluted net income per share:   $       0.11     $       0.25
                                          ============     ============



  Cash  received from stock options exercised for the six  months
ended  September  30,  2006 and 2005 was $422,000  and  $286,000,
respectively.   The  income  tax  benefits  from  stock   options
exercised  totaled $80,000 and $38,000 for the six  months  ended
September 30, 2006 and 2005, respectively.

  On  July  28,  2006, the Company received shareholder  approval
for  the  adoption  of  the  2006  Employee  Equity  Compensation
Restricted Stock Plan  (the "Employee Plan") and the 2006 Outside
Director Equity Compensation Restricted Stock Plan (the "Director
Plan.")   The purpose of the plans is to promote the interests of
the  Company by securing and retaining both employees and outside
directors.  The Company has reserved 1,000,000 shares  of  common
stock  for  issuance under the Employee Plan.   The  Company  has
reserved  200,000 shares of common stock for issuance  under  the
Director  Plan.  The value of the restricted stock is  determined
based on the market value of the stock at the issuance date.  The
restriction  period  or  vesting  period  is  determined  by  the
Company's Board, to be no less than 1 year and no more  than  ten
years.   The  Company had 46,625 restricted common shares  issued
under  the  Employee  Plan  and 20,000 restricted  common  shares
issued under the Director Plan at  September 30, 2006,  the  fair
value of which  is  being amortized over the three  year  vesting
period.

Note 4:  Commitments and Contingencies

  On  January  19,  2006, PetMed Express, Inc.  was  added  as  a
defendant  in  the  matter of Yali Golan v.  Marc  Puleo  (former
President and Chairman of the Board of Directors of the Company),
filed  in  the Circuit Court of the Eleventh Judicial Circuit  in
and  for  Miami-Dade  County, Florida which had  originally  been
filed  solely  against Dr. Puleo in March 2003.  This  action  is
based   upon  allegations  by  the  plaintiff  that   Dr.   Puleo
individually entered into a written agreement with the  plaintiff
(the  purported "General Agreement," of which the  plaintiff  has
not  produced  an  original document)  which  in  pertinent  part
granted  plaintiff  50%  of any salary, stock  or  stock  options
received by Dr. Puleo from the Company for so long as the Company
remains in business. The plaintiff now alleges that the Company's
past  and  continuing failure to disclose the  purported  General
Agreement  in  filings with the SEC has caused the  plaintiff  to
suffer damages.  The plaintiff is seeking a judgment against  the
Company  for  specific performance and unspecified damages,  pre-
and  post-judgment interest, court fees and such other relief  as
the court deems appropriate.  The Company believes that, based on
information currently available to it, the claims being  asserted
against  it  are  factually and legally without  merit,  and  the
Company intends to vigorously defend against such claims.

  The  Company is a defendant in a multi-defendant lawsuit, filed
in  August  2006  in  the United States District  Court  For  The
Eastern  District of Texas, Marshall Division, seeking injunctive
and  monetary relief styled Ronald A. Katz Technology  Licensing,
L.P.,  v.  Aetna Inc. et al., Cause No. 206CV 335.   The  lawsuit
alleges that the Company is infringing on certain telephone  call
manipulation  technology-related patents owned by the  plaintiff.
In  an  effort to resolve this lawsuit, we anticipate negotiating
a  licensing agreement, although there can be no assurances  that
the  negotiations will be successful.  Thus, at this stage it  is
difficult  to  assess the outcome or estimate any potential  loss
in the event of an adverse outcome.


                             7



Routine Proceedings

  The   Company   is   a   party   to  routine   litigation   and
administrative complaints incidental to its business.  Management
does  not  believe  that the resolution of any  or  all  of  such
routine  litigation and administrative complaints  is  likely  to
have  a  material  adverse  effect  on  the  Company's  financial
condition  or  results of operations.  The  Company  has  settled
complaints  that  had  been filed with various  states'  pharmacy
boards  in the past.  There can be no assurances made that  other
states  will  not  attempt to take similar  actions  against  the
Company  in the future.  Legal costs related to the above matters
are expensed as incurred.














                             8



Item  2.    Management's  Discussion and  Analysis  of  Financial
            Condition and Results of Operations.

Executive Summary

  PetMed  Express  was incorporated in the state  of  Florida  in
January 1996.  The Company's common stock is traded on the Nasdaq
National Market ("NASDAQ") under the symbol "PETS."  The  Company
began  selling pet medications and other pet health  products  in
September 1996, and issued its first catalog in the fall of 1997.
This  catalog  displayed  approximately  1,200  items,  including
prescription  and  non-prescription pet  medications,  other  pet
health products and pet accessories.  In fiscal 2001, the Company
focused its product line on approximately 600 of the most popular
pet  medications  and other health products for  dogs  and  cats.
Presently, the Company's product line includes approximately  750
of the most popular pet medications and other health products for
dogs, cats, and horses.

  The  Company  markets its products through national television,
on-line, and direct mail/print advertising campaigns which direct
consumers  to  order  by phone or on the  Internet,  and  aim  to
increase the recognition of the "1-800-PetMeds" brand name.   For
the  quarter ended September 30, 2006, approximately 62%  of  all
sales  were  generated via the Internet compared to 55%  for  the
same period last year.

   The  Company's sales consist of products sold mainly to retail
consumers  and minimally to wholesale customers.  Typically,  the
Company's customers pay by credit card or check at the  time  the
order  is  shipped.  The Company usually receives cash settlement
in  two  to  three banking days for sales paid by  credit  cards,
which minimizes the accounts receivable balances relative to  the
Company's sales.  Certain wholesale customers are extended credit
terms,  which usually require payment within 30 days of delivery.
The  Company's sales returns average was approximately  1.7%  for
the  quarter ended September 30, 2006, compared to 1.6%  for  the
quarter  ended  on September 30, 2005.  The three  month  average
retail  purchase was approximately $77 per order for the  quarter
ended  September  30, 2006, compared to $74  per  order  for  the
quarter  ended September 30, 2005.  The six month average  retail
purchase was approximately $80 per order for the six months ended
September 30, 2006, compared to $77 per order the for six  months
ended September 30, 2005.

Critical Accounting Policies

  Our  discussion and analysis of our financial condition and the
results   of   our  operations  are  based  upon  our   Condensed
Consolidated  Financial Statements and the data used  to  prepare
them.   The Company's Condensed Consolidated Financial Statements
have  been  prepared  in  accordance with  accounting  principles
generally  accepted  in  the United States  of  America.   On  an
ongoing   basis  we  re-evaluate  our  judgments  and   estimates
including   those   related  to  product  returns,   bad   debts,
inventories,  long-lived  assets, income  taxes,  litigation  and
contingencies.   We  base  our estimates  and  judgments  on  our
historical  experience, knowledge of current conditions  and  our
beliefs  of what could occur in the future considering  available
information.   Actual  results may differ  from  these  estimates
under  different  assumptions or conditions.  Our  estimates  are
guided by observing the following critical accounting policies.

Revenue recognition

   The  Company  generates  revenue  by  selling  pet  medication
products primarily to retail consumers and minimally to wholesale
customers.   The  Company's policy is to recognize  revenue  from
product  sales  upon shipment, when the rights of  ownership  and
risk of loss have passed to the consumer.  Outbound shipping  and
handling fees are included in sales and are billed upon shipment.
Shipping expenses are included in cost of sales.

   The  majority of the Company's sales are paid by credit  cards
and  the Company usually receives the cash settlement in  two  to
three   banking  days.   Credit  card  sales  minimize   accounts
receivable balances relative to sales.  The Company maintains  an
allowance  for  doubtful  accounts for losses  that  the  Company
estimates  will  arise  from  the customers'  inability  to  make
required  payments, arising from either credit card  charge-backs
or   insufficient  funds  checks.   The  Company  determines  its
estimates  of  the  uncollectibility of  accounts  receivable  by
analyzing  historical bad debts and current economic trends.   At
September  30, 2006 and 2005 the allowance for doubtful  accounts
was approximately $30,000 and $20,000, respectively.

Valuation of inventory

   Inventories  consist of prescription and non-prescription  pet
medications and pet supplies that are available for sale and  are
priced  at  the  lower of cost or market value using  a  weighted
average  cost method.  The Company writes down its inventory  for
estimated  obsolescence.  At September 30,  2006  and  2005,  the
inventory   reserve  was  approximately  $201,000  and  $171,000,
respectively.


                             9



Property and equipment

  Property and equipment are stated at cost and depreciated using
the  straight-line method over the estimated useful lives of  the
assets.  The furniture, fixtures, equipment and computer software
are  depreciated over periods ranging from three to seven  years.
Leasehold  improvements and assets under capital lease agreements
are  amortized over the shorter of the underlying lease agreement
or the useful life of the asset.

Long-lived assets

   Long-lived assets are reviewed for impairment whenever  events
or changes in circumstances indicate that the carrying amount may
not  be  recoverable.  Recoverability of assets  is  measured  by
comparison of the carrying amount of the asset to net future cash
flows expected to be generated from the asset.

Advertising

   The  Company's  advertising  expenses  consists  primarily  of
television advertising, internet marketing, and direct mail/print
advertising.  Television costs are expensed as the advertisements
are televised.  Internet costs are expensed in the month incurred
and direct mail/print costs are expensed when the related catalog
and postcards are produced, distributed or superseded.

Accounting for income taxes

   The Company accounts for income taxes under the provisions  of
SFAS  No.  109,  Accounting  for Income  Taxes,  which  generally
requires  recognition of deferred tax assets and liabilities  for
the  expected future tax benefits or consequences of events  that
have  been  included  in  the  Condensed  Consolidated  Financial
Statements  or  tax  returns.  Under this  method,  deferred  tax
assets  and  liabilities  are  determined  based  on  differences
between the financial reporting carrying values and the tax bases
of  assets and liabilities, and are measured by applying  enacted
tax  rates  and  laws  for  the  taxable  years  in  which  those
differences are expected to reverse.

Results of Operations

   The following should be read in conjunction with the Company's
Condensed Consolidated Financial Statements and the related notes
thereto  included  elsewhere herein.  The  following  table  sets
forth,  as a percentage of sales, certain items appearing in  the
Company's Condensed Consolidated Statements of Income.



                                            Three Months Ended     Six Months Ended
                                              September 30,          September 30,
                                              2006       2005       2006       2005
                                           -------------------     -----------------
                                                                
 Sales                                       100.0  %   100.0  %   100.0  %   100.0  %
 Cost of sales                                61.4       61.6       60.8       61.5
                                           -------    -------    -------    -------
 Gross profit                                 38.6       38.4       39.2       38.5
                                           -------    -------    -------    -------
 Operating expenses:
      General and administrative               9.8        9.9        9.3        9.3
      Advertising                             17.5       17.9       16.9       17.6
      Depreciation and amortization            0.3        0.3        0.3        0.3
                                           -------    -------    -------    -------
 Total operating expenses                     27.6       28.1       26.5       27.2
                                           -------    -------    -------    -------

 Income from operations                       11.0       10.3       12.7       11.3
                                           -------    -------    -------    -------

 Other income                                  1.1        0.6        0.9        0.4
                                           -------    -------    -------    -------

 Income before provision for income taxes     12.1       10.9       13.6       11.7

 Provision for income taxes                    4.5        3.9        5.1        4.1
                                           -------    -------    -------    -------

 Net income                                    7.6  %     7.0  %     8.5  %     7.6  %
                                           =======    =======    =======    =======



                             10



Three  Months Ended September 30, 2006 Compared With Three Months
Ended September 30, 2005, and Six Months Ended September 30, 2006
Compared With Six Months Ended September 30, 2005

Sales
-----

   Sales  increased  by approximately $5,160,000,  or  13.3%,  to
approximately  $43,813,000 for the quarter  ended  September  30,
2006,  from  approximately  $38,653,000  for  the  quarter  ended
September 30, 2005.  For the six months ended September 30, 2006,
sales  increased  by  approximately  $12,202,000,  or  14.8%,  to
approximately  $94,486,000  compared to  sales  of  approximately
$82,284,000  for the six months ended September  30,  2005.   The
increase  in  sales for the three and six months ended  September
30,   2006  can  be  primarily  attributed  to  increased  retail
reorders, offset by decreased wholesale sales.

   The  Company has committed certain dollar amounts specifically
designated  towards  television, direct  mail/print  and  on-line
advertising  to  stimulate  sales, create  brand  awareness,  and
acquire  new  customers.  Retail reorder sales have increased  by
approximately $5,240,000, or 22.9%, to approximately  $28,108,000
for the three months ended September 30, 2006, from approximately
$22,868,000  for  the  three  months ended  September  30,  2005.
Retail reorder sales have increased by approximately $13,389,000,
or  27.5%, to approximately $62,020,000 for the six months  ended
September  30, 2006, from approximately $48,631,000 for  the  six
months  ended  September 30, 2005.  Retail new order  sales  have
increased  by  approximately $831,000, or 5.7%, to  approximately
$15,511,000 for the three months ended September 30,  2006,  from
approximately  $14,680,000 for the three months  ended  September
30, 2005.  Retail new order sales have increased by approximately
$888,000,  or  2.9%,  to approximately $32,003,000  for  the  six
months  ended September 30, 2006, from approximately  $31,115,000
for  the  six  months ended September 30, 2005.  Wholesale  sales
have   decreased  by  approximately  $911,000,   or   82.5%,   to
approximately  $193,000 for the three months ended September  30,
2006,  from  approximately $1,104,000 for the three months  ended
September   30,   2005.   Wholesale  sales  have   decreased   by
approximately $2,077,000, or 81.8%, to approximately $462,000 for
the  six  months  ended  September 30, 2006,  from  approximately
$2,539,000  for  the six months ended September  30,  2005.   The
decrease  in  wholesale sales for the three and six months  ended
September 30, 2006 compared to the same period in the prior  year
can  be attributed to a strategic business decision to focus more
on  retail customers and limit wholesale sales.  We may  continue
to  limit  our  wholesale sales in the future to concentrate  our
business  on  retail  sales.  The Company acquired  approximately
212,000  new customers for the quarter ended September 30,  2006,
compared  to  approximately 208,000 new customers  for  the  same
period in the prior year.  For the six months ended September 30,
2006  the  Company acquired approximately 419,000 new  customers,
compared  to  approximately 425,000 new customers  for  the  same
period in the prior year.  The decrease in new customers acquired
for  the six months ended September 30, 2006 compared to the  six
months  ended September 30, 2005 may be attributable to increased
price  competition and increased advertising costs to  acquire  a
new customer.

   The majority of our product sales are affected by the seasons,
due  to  the  seasonality of mainly heartworm and flea  and  tick
medications.   For  the  quarters ended June  30,  September  30,
December  31,  and March 31 of fiscal 2006, the  Company's  sales
were approximately 32%, 28%, 19%, and 21%, respectively.

Cost of sales
-------------

   Cost of sales increased by approximately $3,088,000, or 13.0%,
to  approximately $26,890,000 for the quarter ended September 30,
2006,  from  approximately  $23,802,000  for  the  quarter  ended
September 30, 2005.  For the six months ended September 30, 2006,
cost of sales increased by approximately $6,864,000, or 13.6%, to
approximately   $57,439,000  compared  to  cost   of   sales   of
approximately $50,575,000 for the six months ended September  30,
2005.  The increase in cost of sales for the three and six months
ended  September 30, 2006 is directly related to the increase  in
sales.   As  a percent of sales, the cost of sales was 61.4%  and
61.6%  for  the three months ended September 30, 2006  and  2005,
respectively, and for the six months ended September 30, 2006 and
2005  cost  of  sales  was  60.8% and 61.5%,  respectively.   The
percentage  decrease  can be attributed  to  a  decrease  in  our
wholesales sales, which had a higher cost of sales percentage.

Gross profit
------------

   Gross  profit increased by approximately $2,072,000, or 14.0%,
to  approximately $16,923,000 for the quarter ended September 30,
2006,  from  approximately  $14,851,000  for  the  quarter  ended
September 30, 2005.  For the six months ended September 30, 2006,
gross profit increased by approximately $5,338,000, or 16.8%,  to
approximately   $37,047,000   compared   to   gross   profit   of
approximately $31,709,000 for the six months ended September  30,
2005.   Gross profit as a percentage of sales was 38.6% and 38.4%
for   the  three  months  ended  September  30,  2006  and  2005,
respectively, and for the six months ended September 30, 2006 and
2005  gross profit as a percentage of sales was 39.2% and  38.5%,
respectively.   The  gross  profit  percentage  increase  can  be
attributed  to  a decrease in our wholesale sales,  which  had  a
lower gross profit percentage.


                             11



General and administrative expenses
-----------------------------------

   General and administrative expenses increased by approximately
$512,000,  or 13.4%, to approximately $4,321,000 for the  quarter
ended  September 30, 2006, from approximately $3,809,000 for  the
quarter  ended  September 30, 2005.  For  the  six  months  ended
September 30, 2006, general and administrative expenses increased
by   approximately   $1,107,000,  or  14.5%,   to   approximately
$8,769,000  compared  to general and administrative  expenses  of
approximately  $7,662,000 for the six months ended September  30,
2005.   The  increase in general and administrative expenses  for
the  three months ended September 30, 2006 was primarily  due  to
the  following: a $392,000 increase to payroll expenses, $223,000
of  the  increase  is  due  to the recognition  of  stock  option
compensation  expense  during  the  quarter,  relating   to   the
implementation of SFAS 123R, "Share Based Payment", the remaining
increase  can also be attributed to the addition of new employees
in  the  customer  care  and  pharmacy departments  enabling  the
company  to sustain the Company's growth; a $120,000 increase  to
bank   service  and  credit  card  fees  which  can  be  directly
attributed to increased sales in the quarter; a $70,000  increase
to  property  expenses relating to additional  rent  due  to  our
warehouse  expansion; and a $77,000 increase  in  other  expenses
which includes mainly office expenses, telephone expenses and bad
debt  expense.   Offsetting the increase was a  $77,000  one-time
charge relating to state/county sales tax which was not collected
on  behalf  of our customers in the first quarter of fiscal  2006
and a $70,000 decrease to other expenses which includes insurance
expenses, professional fees, and travel expenses.

  The increase in general and administrative expenses for the six
months  ended  September  30,  2006  was  primarily  due  to  the
following:  a $849,000 increase to payroll expenses, $446,000  of
the   increase  is  due  to  the  recognition  of  stock   option
compensation  expense  during  the  quarter,  relating   to   the
implementation of SFAS 123R, "Share Based Payment", the remaining
increase  can also be attributed to the addition of new employees
in  the  customer  care  and  pharmacy departments  enabling  the
company  to sustain the Company's growth; a $286,000 increase  to
bank   service  and  credit  card  fees  which  can  be  directly
attributed to increased sales in the period; a $147,000  increase
to  property  expenses relating to additional  rent  due  to  our
warehouse  expansion;  a $82,000 increase to  telephone  expenses
resulting  from  receiving one time usage  credits  in  the  same
period  during  the  prior  year; a $66,000  increase  in  office
expenses, and a $54,000 increase in other expenses which includes
bad  debt expense and professional licenses and fees.  Offsetting
the   increase  was  a  $265,000  one-time  charge  relating   to
state/county sales tax which was not collected on behalf  of  our
customers in the first quarter of fiscal 2006, a $58,000 decrease
to  professional fees, which was related to a reduction in  legal
fees,  and  a  $54,000 decrease to other expenses which  includes
insurance expenses and travel expenses.

Advertising expenses
--------------------

   Advertising  expenses increased by approximately $748,000,  or
10.8%,   to  approximately  $7,671,000  for  the  quarter   ended
September 30, 2006, from approximately $6,923,000 for the quarter
ended September 30, 2005.  For the six months ended September 30,
2006, advertising expenses increased by approximately $1,472,000,
or  10.1%,  to approximately $15,999,000 compared to  advertising
expenses  of  approximately $14,527,000 for the six months  ended
September  30,  2005.   As  a percentage  of  sales,  advertising
expense  was 17.5% and 17.9% for the three months ended September
30,  2006 and 2005, respectively, and 16.9% and 17.6% for the six
months  ended  September  30, 2006 and  2005,  respectively.  The
advertising costs of acquiring a new customer, defined  as  total
advertising  costs  divided  by  the  number  of  new   customers
acquired,  for  the  quarter ended September 30,  2006  was  $36,
compared to $33 for the same period the prior year, and  for  the
six  months  ended  September 30, 2006, the advertising  cost  of
acquiring  a  new customer was $38 compared to $34 for  the  same
period  prior  year.   The  Company estimates  advertising  as  a
percentage  of sales to average between 15.0% and 16.0%  for  the
year ending March 31, 2007.  However, that advertising percentage
will  fluctuate  quarter  to  quarter  due  to  seasonality   and
advertising availability.

Other income
------------

    Other   income   increased  by  approximately   $239,000   to
approximately $474,000 for the quarter ended September 30,  2006,
from  approximately $235,000 for the quarter ended September  30,
2005.   For the six months ended September 30, 2006, other income
increased  by  approximately $450,000 to  approximately  $824,000
compared  to other income of approximately $374,000 for  the  six
months  ended  September 30, 2005.  The increase to other  income
for  the  three and six months ended September 30,  2006  can  be
primarily  attributed  to  increased  interest  income   due   to
increases in the Company's cash balance, which is swept  into  an
interest  bearing-overnight  account  and  tax-free  short   term
investment  accounts, and to advertising revenue  generated  from
our website.


                             12



Provision for income taxes
--------------------------

  For the quarters ended September 30, 2006 and 2005, the Company
recorded an income tax provision for approximately $1,959,000 and
$1,511,000, respectively, which resulted in an effective tax rate
of  37.1%  and  35.8%, respectively.  For the  six  months  ended
September  30, 2006 and 2005, the Company recorded an income  tax
provision    of   approximately   $4,771,000   and    $3,383,000,
respectively,  which resulted in an effective tax rate  of  37.2%
and 35.1%, respectively.

Liquidity and Capital Resources

   The  Company's working capital at September 30, 2006 and March
31,  2006  was  $43,925,000 and $34,969,000,  respectively.   The
$8,956,000 increase in working capital was primarily attributable
to  cash flow generated from operations and the exercise of stock
options.    Net   cash  provided  by  operating  activities   was
$14,247,000  and  $12,681,000 for the six months ended  September
30,  2006  and  2005, respectively.  Net cash used  in  investing
activities  was  $302,000 and $31,000 for the  six  months  ended
September 30, 2006 and 2005, respectively.  The $271,000 increase
can  be  attributed to increased property and equipment additions
to  further  the  Company's growth and the  addition  of  back-up
infrastructure  in  the period.  Net cash provided  by  financing
activities  was  $501,000 and $286,000 for the six  months  ended
September  30,  2006  and  2005,  respectively.   This   $215,000
increase can be attributed to an increase in the number of  stock
options  exercised in the six months ended September 30, 2006  as
compared to the six months ended September 30, 2005.

   The  Company had financed certain equipment acquisitions  with
capital  leases.  As of September 30, 2006 and 2005, the  Company
had no outstanding lease commitments except for the lease for its
executive  offices  and  warehouse.   The  Company's  sources  of
working capital include cash from operations and the exercise  of
stock options.  For the remainder of fiscal 2007, the Company has
approximately  $1,000,000 planned for capital  expenditures,  the
majority  of  which  will  be  used  to  upgrade  its  e-commerce
platform,  and  to maintain existing capital assets  and  to  add
additional  computer equipment to further the  Company's  growth.
These  capital  expenditures will be  funded  through  cash  from
operations.

  The  Company  presently  has  no  need  for  other  alternative
sources  of working capital and at this time, has no commitments,
or  plans  to  obtain additional capital.  If in the future,  the
Company  seeks to raise additional capital through  the  sale  of
equity  securities, no assurances can be given that  the  Company
will  be successful in obtaining additional capital, or that such
capital  will  be available on terms acceptable to  the  Company.
Further,  there can be no assurances that even if such additional
capital  is  obtained that the Company will sustain profitability
or positive cash flow.

Cautionary Statement Regarding Forward-Looking Information

  Certain  information  in this Quarterly  Report  on  Form  10-Q
includes   forward-looking  statements  within  the  meaning   of
Section 27A of the Securities Act of 1933 and Section 21E of  the
Securities Exchange Act of 1934.  You can identify these forward-
looking   statements   by   the  words   "believes,"   "intends,"
"expects,"   "may,"   "will,"  "should,"   "plans,"   "projects,"
"contemplates,"  "intends," "budgets,"  "predicts,"  "estimates,"
"anticipates,"  or  similar expressions.   These  statements  are
based  on our beliefs, as well as assumptions we have used  based
upon  information  currently  available  to  us.   Because  these
statements  reflect our current views concerning  future  events,
these  statements  involve risks, uncertainties and  assumptions.
Actual  future results may differ significantly from the  results
discussed  in the forward-looking statements.  A reader,  whether
investing  in  our common stock or not, should  not  place  undue
reliance  on these forward-looking statements, which  apply  only
as of the date of this quarterly report.

  When  used  in  this  quarterly report on  Form  10-Q,  "PetMed
Express,"  "1-800-PetMeds,"  "PetMed,"  "1-888-PetMeds,"  "PetMed
Express.com,"  "the Company,"  "we," "our," and  "us"  refers  to
PetMed Express, Inc. and our subsidiaries.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

  Market  risk  generally represents the  risk  that  losses  may
occur  in  the  value of financial instruments  as  a  result  of
movements in interest rates, foreign currency exchange rates  and
commodity  prices.  Our financial instruments  include  cash  and
cash equivalents, accounts receivable, accounts payable, line  of
credit,   and  debt  obligations.   The  book  values   of   cash
equivalents,  accounts  receivable,  and  accounts  payable   are
considered  to  be representative of fair value  because  of  the
short  maturity of these instruments.  At September 30, 2006,  we
had no debt obligations.  We do not utilize financial instruments
for  trading purposes and we do not hold any derivative financial
instruments that could expose us to significant market risk.


                             13



Item 4.   Controls and Procedures.

  The   Company's  management,  including  our  Chief   Executive
Officer  and Chief Financial Officer, has conducted an evaluation
of   the  effectiveness  of  the  design  and  operation  of  our
disclosure  controls and procedures (as defined  in  Rule  13a-15
promulgated  under  the  Securities  Exchange  Act  of  1934,  as
amended) as of the quarter ended September 30, 2006, the  end  of
the period covered by this report (the "Evaluation Date").  Based
upon  that  evaluation,  our Chief Executive  Officer  and  Chief
Financial  Officer  have concluded, that our disclosure  controls
and  procedures are effective for timely gathering, analyzing and
disclosing  the  information we are required to disclose  in  our
reports  filed  under the Securities Exchange  Act  of  1934,  as
amended.   There  have been no significant changes  made  in  our
internal  controls  or in other factors that could  significantly
affect our internal controls over financial reporting during  the
period covered by this report.












                             14





PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

None.

Item 1A. Risk Factors

Our operations and financial results are subject to various risks
and  uncertainties  that  could adversely  affect  our  business,
financial condition, results of operations, and trading price  of
our common stock.  Please refer to our annual report on Form 10-K
for  fiscal year 2006 for additional information concerning these
and other uncertainties that could negatively impact the Company.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

During  the second quarter of fiscal 2007 we issued 46,625 shares
of  our  common stock to 25 employees, one of whom was an officer
of  our  company,  under  our 2006 Employee  Equity  Compensation
Restricted  Stock Plan valued at $544,114.  The  recipients  were
either  accredited  investors, sophisticated  investors  or  non-
accredited  investors who had such knowledge  and  experience  in
financial, investment and business matters that they were capable
of  evaluating the merits and risks of the prospective investment
in  our securities.  The participants received and had access  to
business  and financial information concerning our company.   The
issuances were exempt from registration under the Securities  Act
of  1933,  as  amended, in reliance on an exemption  provided  by
Section 4(2) of that act.

During  the second quarter of fiscal 2007 we issued 20,000 shares
of  our  common  stock to four outside directors under  our  2006
Outside Director Equity Compensation Restricted Stock Plan valued
at  $233,400.  The recipients were either accredited investors or
sophisticated investors who had such knowledge and experience  in
financial, investment and business matters that they were capable
of  evaluating the merits and risks of the prospective investment
in  our securities.  The participants received and had access  to
business  and  financial information concerning our company.  The
issuances were exempt from registration under the Securities  Act
of  1933,  as  amended, in reliance on an exemption  provided  by
Section 4(2) of that act.

Item 3.  Defaults Upon Senior Securities.

None

Item 4.  Submission of Matters to a Vote of Security Holders.

None

Item 5.  Other Information.

None

Item 6.  Exhibits

   The following exhibits are filed as part of this report.

31.1  Certification  of  Principal Executive  Officer  Pursuant  to
      Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under
      the Securities Exchange Act of 1934, as amended (filed herewith
      to Exhibit 31.1 of the Registrant's Report on Form 10-Q for the
      quarter ended September 30, 2006, Commission File No. 000-28827).

31.2  Certification  of  Principal Financial  Officer  Pursuant  to
      Section 302 of the Sarbanes-Oxley Act of 2002, promulgated under
      the Securities Exchange Act of 1934, as amended (filed herewith
      to Exhibit 31.2 of the Registrant's Report on Form 10-Q for the
      quarter ended September 30, 2006, Commission File No. 000-28827).

32.1  Certification  Pursuant to 18 U.S.C. Section  1350,  as
      adopted Pursuant to Section 906 of the Sarbanes-Oxley  Act  of
      2002  (filed  herewith  to Exhibit 32.1  of  the  Registrant's
      Report on Form 10-Q for the quarter ended September 30,  2006,
      Commission File No. 000-28827).


                             15



                           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.

PETMED EXPRESS, INC.
      (The "Registrant")

Date: November 3, 2006

By:/s/  Menderes Akdag
   ----------------------
        Menderes Akdag

      Chief Executive Officer and President
      (principal executive officer)

By:/s/  Bruce S. Rosenbloom
   -------------------------
        Bruce S. Rosenbloom

      Chief Financial Officer
      (principal financial and accounting officer)









                             16



______________________________________________________________________
______________________________________________________________________








                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549


                     _______________________



                       PETMED EXPRESS, INC


                     _______________________



                            FORM 10-Q


                     FOR THE QUARTER ENDED:

                       SEPTEMBER 30, 2006



                     _______________________


                            EXHIBITS

                     _______________________









______________________________________________________________________
______________________________________________________________________






                          EXHIBIT INDEX
                          -------------



Exhibit                                     Number of Pages  Incorporated By
Number       Description                 in Original Document   Reference



 31.1      Certification of Principal Executive
           Officer Pursuant to Section 302 of the
           Sarbanes-Oxley Act of 2002                 1             **


 31.2      Certification of Principal Financial
           Officer Pursuant to Section 302 of the
           Sarbanes-Oxley Act of 2002                 1             **


 32.1      Certification Pursuant to 18 U.S.C.
           Section 1350, as adopted Pursuant to
           Section 906 of the Sarbanes-Oxley Act
           of 2002                                    1             **


** Filed herewith