SCHEDULE 14A
                         (Rule 14a-101)
             INFORMATION REQUIRED IN PROXY STATEMENT
                    SCHEDULE 14A INFORMATION
   Proxy Statement Pursuant to Section 14(a) of the Securities
             Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[X]  Preliminary Proxy Statement    [ ]  Confidential, for Use of the
                                         Commission Only (as permitted by
                                         Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
                                
                      PetMed Express, Inc.
---------------------------------------------------------------------------
        (Name of Registrant as Specified In Its Charter)

---------------------------------------------------------------------------
  (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.
[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     (1)   Title of each class of securities to which transaction applies:

     (2)   Aggregate number of securities to which transaction applies:

     (3)   Per unit price or other underlying value of transaction computed
           pursuant to Exchange Act Rule 0-11 (set forth the amount on which
           the filing fee is calculated and state how it was determined):

     (4)   Proposed maximum aggregate value of transaction:

     (5)   Total fee paid:


[ ]  Fee paid previously with preliminary materials:

[ ]  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee
     was paid previously. Identify the previous filing by registration
     statement number, or the Form or Schedule and the date of its filing.


     (1) Amount Previously Paid:

     (2) Form, Schedule or Registration Statement No.:

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     (4) Date Filed:




                                

               [LOGO]    1-800-PetMeds[R]

              PETMED EXPRESS, INC. PROXY STATEMENT
            NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                  TO BE HELD ON AUGUST 5, 2005

                                
TO THE OWNERS OF COMMON STOCK
OF PETMED EXPRESS, INC.

    The  Annual  Meeting  of Stockholders of PetMed  Express,  Inc.
(the  "Company") will be held on Friday, August 5, 2005, at  1:00
p.m.,  Eastern Time at the Company's principal place of business,
1441 S.W. 29th Avenue, Pompano Beach, FL 33069.  The purposes  of
the meeting are:

     1.   To vote upon a proposal to amend the Company's Articles of
          Incorporation to provide for staggered terms for our
          Board of Directors,
     
     2.   To elect six Directors to our Board of Directors, for
          terms in accordance with the Amendment to the Articles
          of Incorporation if Proposal 1 is adopted and, if the
          proposal is not adopted, for a one year term
          until their successors are elected and qualified,

     3.   To ratify the appointment of Goldstein Golub Kessler LLP as
          the independent registered public accounting firm for the Company
          to serve for the 2006 fiscal year, and

     4.   To transact any other business as may properly come before
          the meeting.

    These items are described in this proxy statement.

    Only  stockholders  of  record  at the close of  business  on
Tuesday,  June 21, 2005, the record date, are entitled to  notice
of and to vote at the annual meeting.  Each stockholder of record
on  the  record  date is entitled to one vote for each  share  of
Common  Stock  held.   On  June 21, 2005, there  were  23,496,191
shares of Common Stock issued and outstanding.
  
    A list of stockholders entitled to vote will be available for
examination  for  ten  days prior to the annual  meeting,  during
normal  business  hours,  at  the Company's  principal  place  of
business at 1441 S.W. 29th Avenue, Pompano Beach, FL 33069.  This
list  will  also  be  available to  stockholders  at  the  annual
meeting.

    I  would  like  to  extend  a personal invitation for you  to
join us at our annual meeting.  Your vote is important to us  and
to  our business.  I encourage you to sign and return your  proxy
card  prior  to  the  meeting,  so  that  your  shares  will   be
represented  and voted at the meeting even if you cannot  attend.
If you attend, you may withdraw your proxy and vote in person.

    This  proxy  statement  and  our  2005   Annual  Report  to
Stockholders  are being  distributed on or about June 30, 2005.

                            By Order of the Board of Directors,


                            MENDERES AKDAG
                            Chief Executive Officer and Director

Pompano Beach, Florida
June 30, 2005





                        TABLE OF CONTENTS
                                
                                                                   Page

QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING                   1

ITEM 1 - AMENDMENT OF ARTICLES OF INCORPORATION TO PROVIDE
FOR STAGGERED TERMS FOR DIRECTORS                                    3

ITEM 2 - ELECTION OF DIRECTORS                                       4

ITEM 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM                                               4

DIRECTORS AND EXECUTIVE OFFICERS                                     4

BOARD GOVERNANCE AND OPERATIONS                                      6

       Corporate Code of Business Conduct and Ethics                 6
       Policy with Regard to the Consideration of Director
       Candidate Recommendations by our Stockholders                 6
       Stockholder Communications with the Board                     6
       Meetings of the Board of Directors                            6
       Committees of the Board of Directors                          7

REPORT OF THE AUDIT COMMITTEE                                        8

PRINCIPAL ACCOUNTANT FEES AND SERVICES                               9

       Pre-Approval Policy for Services of Independent Auditor       9

BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT       11

       Section 16(a) Beneficial Ownership Reporting Compliance      11

REPORT OF THE COMPENSATION COMMITTEE                                12

EXECUTIVE COMPENSATION                                              13

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      15

PERFORMANCE GRAPH                                                   15

OTHER MATTERS                                                       15  

EXHIBIT A                                                           16




                      QUESTIONS AND ANSWERS
                  ABOUT THE MEETING AND VOTING

What am I voting on?

  -    To amend the Company's Articles of Incorporation to provide
       for staggered terms for our Board of Directors.
  -    To elect six directors to our Board of Directors (Menderes
       Akdag, Frank J. Formica, Gian M. Fulgoni, Ronald J. Korn, Marc A.
       Puleo, M.D., Robert C. Schweitzer).
  -    To ratify the appointment of Goldstein Golub Kessler LLP as
       our independent registered public accounting firm.

What is a proxy?

  It  is  your  legal designation of another person to  vote  the
stock  you  own.  That other person is called a  proxy.   If  you
designate  someone  as  your proxy in a  written  document,  that
document  also  is  called a proxy or  a  proxy  card.   We  have
designated  Bruce S. Rosenbloom, our Chief Financial Officer  and
Alison  Berges, our Corporate Secretary and General  Counsel,  as
proxies for the 2005 Annual Meeting of Stockholders.

How will my proxy vote my shares?

  Your  proxy  will vote according to your instructions.  If  you
complete your proxy instructions but do not indicate your vote on
one  or  all of the business matters, your proxy will vote  "FOR"
these  items. Also, your proxy is authorized to vote on any other
business  that  properly  comes  before  the  annual  meeting  in
accordance with the recommendation of our Board of Directors.

Why did I receive this proxy statement?

  Our  Board of Directors is soliciting your proxy to vote at the
annual  meeting because you were a stockholder of record  at  the
close  of  business on June 21, 2005, the record  date,  and  are
entitled  to vote at the meeting.  This proxy statement  and  the
2005  Annual  Report to Stockholders, along with either  a  proxy
card   or  a  voting  instruction  card,  are  being  mailed   to
stockholders  beginning on or about June  30,  2005.  This  proxy
statement summarizes the information you need to know to vote  at
the  annual meeting. You do not need to attend the annual meeting
to vote your shares.

What is the difference between holding shares as a stockholder of
record and as a beneficial owner?

  If  your  shares are registered directly in your name with  our
transfer  agent, Florida Atlantic Stock Transfer, Inc.,  you  are
considered,  with  respect to those shares, the  "stockholder  of
record."  The proxy statement, annual report and proxy card  have
been sent directly to you by us.

  If  your shares are held in a stock brokerage account by a bank
or  other  nominee, you are considered the "beneficial owner"  of
shares held in the "street name."  The proxy statement and annual
report  have been forwarded to you by your broker, bank or  other
nominee  who  is  considered, with respect to those  shares,  the
stockholder  of  record. As the beneficial owner,  you  have  the
right to direct your broker, bank or other nominee on how to vote
your shares by using the voting instruction card included in  the
mailing or by following their instructions for voting.

How do I vote?

  If  your  shares are held in the street name, through a broker,
bank  or  other nominee, that institution will send you  separate
instructions  describing the procedure for  voting  your  shares.
Stockholders of record can vote as follows:

  -  By  Mail: Stockholders should sign, date and return their
     proxy cards in the pre-addressed, postage-paid envelope that is
     provided.
  -  At the Meeting: If you attend the annual meeting, you may
     vote in person by ballot, even if you have previously returned a
     proxy card.

Who is entitled to vote and how many votes do they have?

  Holders  of  our  common stock as of the close of  business  on
June  21,  2005,  the record date, are entitled to  vote  at  the
annual  meeting.  Each share of our Common Stock is  entitled  to
one vote.  As of the record date, 23,496,191 shares of our Common
Stock  were  outstanding  and entitled  to  vote  at  the  annual
meeting.


                                  1




May I change my vote after I return my proxy card?

  Yes,  you  may change your vote at any time before your  shares
are voted at the annual meeting by:

  -  Notifying our Corporate Secretary, in writing  at  PetMed
     Express, Inc., 1441 S.W. 29th Avenue, Pompano Beach, FL 33069
     that you are revoking your proxy;
  -  Executing and delivering a later dated proxy card; or
  -  Voting in person at the annual meeting.

  However,  if  you  have shares held through a  brokerage  firm,
bank or other custodian, you may revoke your instructions only by
informing the custodian in accordance with any procedures it  has
established.

What  is  a  quorum of stockholders and what vote is required  to
approve each item?

  Shares  representing  the  majority of  the  total  outstanding
votes  present or represented by proxy constitute a  quorum.   If
you  vote  or return a proxy card, your shares will be considered
part  of the quorum.  The affirmative vote of a majority of votes
cast is required to approve each item.

How are abstentions and broker non-votes counted?

  Abstentions and broker non-votes will not be included  in  vote
totals and will not affect the outcome of the vote.  With respect
to  the election of directors, votes withheld will be treated  as
shares  present for purposes of determining a quorum but are  not
counted as votes cast on any matter to which they relate.

Who will count the votes?

  A  representative of The Altman Group, a company contracted  by
us  to  assist the Company in the tabulation of proxies, and  our
Corporate  Secretary  and General Counsel,  Alison  Berges,  will
tabulate the votes and act as inspector of election.

What  happens if a nominee for director is unable to serve  as  a
director?

  If  any of the nominees becomes unavailable for election, which
we  do not expect, votes will be cast for such substitute nominee
or  nominees  as  may  be designated by our Board  of  Directors,
unless  our  Board of Directors reduces the number of  directors.
Under  the  policies  of  our Board of Directors,  directors  are
expected  to  attend  regular  board  meetings,  board  committee
meetings and our annual stockholders meeting.

How do I get an admission card to attend the annual meeting?

  If  you  are  a stockholder of record, your admission  card  is
attached to your proxy card.  You will need to bring it with  you
to  the meeting.  If you own shares in the street name, you  will
need to ask your broker or bank for an admission card in the form
of  a  legal proxy.  You will need to bring the legal proxy  with
you  to  the meeting.  If you do not receive the legal  proxy  in
time  or  you want to attend the meeting but not vote in  person,
bring  your  most  recent brokerage statement  with  you  to  the
meeting.   We  can  use that to verify your ownership  of  Common
Stock and admit you to the meeting; however you will not be  able
to vote your shares at the meeting without a legal proxy.  Please
note that if you own shares in the street name and you request  a
legal  proxy, any previously executed proxy will be revoked,  and
your  vote  will not be counted unless you appear at the  meeting
and vote in person.

  You will also need to bring a photo ID to gain admission.

Who is soliciting my proxy and who pays the cost?

     PetMed  Express,  Inc.  and  the  Board  of  Directors   are
soliciting  your proxy.  The cost of soliciting proxies  will  be
borne  by  the Company.  PetMed Express, Inc. will also reimburse
brokerage  firms, banks and other custodians for their reasonable
out-of-pocket  expenses for forwarding these proxy  materials  to
you.   Our  directors, officers and employees  may  also  solicit
proxies  by mail, telephone and personal contact.  They will  not
receive any additional compensation for these activities.




                                  2






When  are  the  stockholder proposals due for next year's  annual
meeting?

  Pursuant  to  Rule  14a-8 under the Exchange Act,  stockholders
may present proper proposals for inclusion in the Company's proxy
statement  and  for consideration at the 2006 annual  meeting  of
stockholders  by submitting their proposals to the Company  in  a
timely manner. Proposals that stockholders wish to be included in
next year's Proxy Statement for the annual meeting to be held  in
2006  must  be  received  at  the Company's  principal  place  of
business  at  1441  S.W. 29th Avenue, Pompano  Beach,  FL  33069,
addressed  to the Corporate Secretary's attention, no later  than
March 15, 2006 and must otherwise comply with the requirements of
Rule 14a-8.

Can different stockholders sharing the same address receive only
one Annual Report and Proxy Statement?

  Yes.   The Securities and Exchange Commission permits companies
and  intermediaries,  such as a brokerage  firm  or  a  bank,  to
satisfy the delivery requirements for proxy statements and annual
reports with respect to two or more security holders sharing  the
same  address by delivering only one proxy statement  and  annual
report  to that address.  This process which is commonly referred
to  as  "householding" can effectively reduce  our  printing  and
postage  costs.   Under  householding,  each  stockholder   would
continue  to  receive a separate proxy card or voting instruction
card.

  Certain  of  our  stockholders whose shares  are  held  in  the
street  name and who have consented to householding will  receive
only  one set of our annual meeting materials per household  this
year.   If  your  household received a single set of  our  annual
meeting   materials  this  year,  you  can  request  to   receive
additional  copies of these materials by calling or writing  your
broker,  bank  or other nominee.  If you own your shares  in  the
street  name, you can request householding by calling or  writing
your broker, bank or other nominee.
                                
    ITEM 1- AMENDMENT OF ARTICLES OF INCORPORATION TO PROVIDE
                FOR STAGGERED TERMS FOR DIRECTORS
                                
The  Board  of Directors unanimously recommends a vote "FOR"  the
amendment  of  the Articles of Incorporation to provide  for  the
classification  of the Board of Directors into three  classes  of
directors with staggered terms of office.

  The Company's By-Laws now provide that all directors are to  be
elected  annually  for a term of one year.  Florida  law  permits
provisions  in  the  by-laws  or the  articles  of  incorporation
approved  by stockholders that provide for a classified board  of
directors.   The  proposed  classified  board  amendment  to  the
Articles  of Incorporation described in Exhibit A to  this  Proxy
Statement  would  provide that directors will be classified  into
three  classes as nearly equal in number as possible.  One  class
would  hold  office  initially for a term expiring  at  the  2006
annual meeting; another class would hold office initially  for  a
term expiring at the 2007 annual meeting; and another class would
hold  office  initially for a term expiring at  the  2008  annual
meeting.   At   each  annual  meeting  following   this   initial
classification  and  election, the successors  to  the  class  of
directors whose terms expire at that meeting would be elected for
a term of office to expire at the third succeeding annual meeting
after  their election and until their successors have  been  duly
elected   and  qualified.  Information  concerning  the   current
nominees for election as directors at the annual meeting  is  set
forth below under "Election of Directors."
  
  Our  Board believes that staggered terms for directors  provide
stability  and  continuity in the Board of Directors'  leadership
and  policies, ensuring that a majority of directors will  always
be  familiar  with  the Company's long-term strategy  and  goals.
This  knowledge  will  assist the directors in  fulfilling  their
duties  to our stockholders, providing for greater effectiveness,
which  ultimately  creates  value  for  our  stockholders.  While
management  has not experienced any problems with such continuity
in  the  past,  it  wishes to ensure that  this  experience  will
continue.   Electing directors to two- or three-year  terms  will
not  reduce  their accountability to our stockholders. Regardless
of  their  term,  all  directors will have the  same  duties  and
responsibilities to our stockholders.
  
  The  Board of Directors also believes that the classified board
will assist the Board of Directors in protecting the interests of
the  Company's stockholders against potentially coercive takeover
tactics  where  a party might attempt to acquire control  of  the
Company  on  terms that do not offer the greatest  value  to  all
stockholders.  The  proposed  classified  board  amendment   will
significantly  extend the time required to  effect  a  change  in
control  of  the  Board of Directors and may  discourage  hostile
takeover bids for the Company.  Currently, a change in control of
the  Board  of  Directors can be made by stockholders  holding  a
plurality of the votes cast at a single annual meeting.   If  the
Company implements a classified board of directors, it will  take
at  least two Annual Meetings for even a majority of stockholders
to  make  a change in control of the Board of Directors,  because
only a minority of the directors will be elected at each meeting.
  
  
                                  3



  Seen  as  a  disadvantage on the other  hand,  because  of  the
additional  time  required to change  control  of  the  Board  of
Directors,  the classified board proposal will tend to perpetuate
present  management.  Without  the ability  to  obtain  immediate
control of the Board of Directors, a takeover bidder will not  be
able   to  take  action  to  remove  other  impediments  to   its
acquisition  of the Company.  While the proposal is not  intended
as a takeover-resistive measure in response to a specific threat,
it  may  discourage  the  acquisition  of  large  blocks  of  the
Company's  shares by causing it to take longer for  a  person  or
group  of persons who acquire such a block of shares to effect  a
change  in  management. The classified board proposal  will  also
make  it  more  difficult  for  the stockholders  to  change  the
composition  of  the Board of Directors even if the  stockholders
believe such a change would be desirable.
  
  In  addition,  Florida law provides that the  stockholders  may
remove  one  or more directors with or without cause  unless  the
Articles  of Incorporation provide that directors may be  removed
only for "cause." Cause is not defined in the statute, but it  is
generally considered a difficult standard to meet in any  attempt
to  remove a director. The amendment of the Company's Articles of
Incorporation  will specifically provide that  directors  may  be
removed only for cause. This will have the effect of preventing a
majority stockholder from voting to remove directors whose three-
year terms have not yet expired.

                 ITEM 2 - ELECTION OF DIRECTORS

  The  Board of Directors unanimously recommends a vote "FOR" the
election of the following directors:
  
  Menderes  Akdag, Frank J. Formica, Gian M. Fulgoni,  Ronald  J.
Korn, Marc Puleo, M.D. and Robert C. Schweitzer.

  Our  Board of Directors currently has six members, all of  whom
are  standing for re-election at this year's annual meeting.   If
our  stockholders approve Item 1, above, if elected the directors
will serve initial staggered terms of one, two or three years  as
follows: term of Class I directors for one year: Gian M.  Fulgoni
and  Robert  C.  Schweitzer; term of Class II directors  for  two
years:  Ronald J. Korn and Marc Puleo, M.D.; term  of  Class  III
directors  for three years: Menderes Akdag and Frank J.  Formica.
At  each annual meeting following this initial classification and
election,  the successors to the class of directors  whose  terms
expire  at that meeting would be elected for a term of office  to
expire  at  the  third  succeeding  Annual  Meeting  after  their
election  and until their successors have been duly  elected  and
qualified. If our stockholders do not approve Item 1,  above,  if
elected the directors will serve until the next annual meeting of
stockholders  or  until  the director  is  succeeded  by  another
director who has been elected.
  
  Each  of  the  nominated  directors  has  agreed  to  serve  if
elected.  However,  if for some reason one or  more  of  them  is
unable  to accept nomination, or election, proxies will be  voted
for  the  election of a nominee(s) designated  by  our  Board  of
Directors.  Biographical information for each of the nominees  is
presented below.
  
 ITEM 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
                     PUBLIC ACCOUNTING FIRM

  The   Board   of   Directors  recommends  a  vote   "FOR"   the
ratification of the appointment of Goldstein Golub Kessler LLP as
the Company's independent registered public accounting firm.
  
  The  Audit Committee has appointed and approved Goldstein Golub
Kessler  LLP to audit our fiscal year 2006 consolidated financial
statements. Representatives of the firm will be available at  the
annual meeting to make a statement, if they choose, and to answer
any questions you may have.

                DIRECTORS AND EXECUTIVE OFFICERS

MENDERES AKDAG, age 44, was appointed Chief Executive Officer  on
March  16, 2001.  Prior to joining PetMed Express, from  November
2000  until  March  2001,  Mr. Akdag served  as  Chief  Executive
Officer  of  International Cosmetics Marketing Co. d/b/a  Beverly
Sassoon  &  Co., a publicly held (PS:SASN) direct  sales  company
distributing skin care and nutritional products.  From  May  1991
until  August 2000, Mr. Akdag was employed by Lens Express, Inc.,
a  direct sales company distributing replacement contact  lenses,
serving  as its President from May 1996 until August 2000,  Chief
Executive  Officer  and a member of the Board of  Directors  from
August  1992  until May 1996, and Chief Financial Officer  and  a
member of the Board of Directors from May 1991 until August 1992.
On  December  14, 1998, Netel Inc., a corporation  in  which  Mr.
Akdag  served  as  a  member of the Board of Directors,  filed  a
Petition   for  Chapter  11  bankruptcy  in  the  United   States
Bankruptcy  Court Southern District of Florida.   The  proceeding
was  styled IN RE: NETEL, INC., CASE NO.98-28929-BKC-PGH. On July
19,  1999,  the  Bankruptcy Court entered an Order Confirming  an
Amended  Chapter  11 Plan. On December 21, 1999,  the  Bankruptcy
Court  entered a Final Decree, Discharge of Trustee,  and  closed
the  case.  Mr.  Akdag  holds a Bachelor  of  Science  degree  in
Business  Administration  with  a  major  in  finance  from   the
University of Florida.


                                  4



FRANK J. FORMICA, age 61, has served as a member of our Board  of
Directors  since August 11, 2003.  Mr. Formica has  served  as  a
legal   consultant  and  expert  in  corporate   securities   and
securities industry litigation and arbitration cases since  1999.
From 1969 until 1999, Mr. Formica held various positions with the
National  Association of Securities Dealers  ("NASD"),  including
Director   of   the  NASD's  Congressional  and   State   Liaison
Department,  Director  of the Corporate Finance  Department,  and
Vice  President and Deputy General Counsel.  Mr. Formica received
his  Juris  Doctor degree from the Washington College of  Law  at
American  University  and  an  undergraduate  degree  from   Ohio
University. He is a member of the New York State Bar.

GIAN  M. FULGONI, age 57, has served as a member of our Board  of
Directors  since  November 14, 2002.  Mr. Fulgoni  has  been  the
Executive  Chairman of ComScore Networks, Inc. since 1999.   From
1981  until  1998,  Mr.  Fulgoni served as  President  and  Chief
Executive Officer of Information Resources, Inc. (NASDAQ:  IRIC).
He  was  a  member  of our Board of Directors  from  August  1999
through  November  2000.   Mr. Fulgoni served  on  the  Board  of
Directors  of Platinum Technology, Inc. from 1990 to  1999,  U.S.
Robotics, Inc. from 1991 to 1994, and Yesmail.com, Inc. in  1999.
Educated  in  the  United Kingdom, Mr. Fulgoni  holds  a  Masters
degree  in  Marketing  from the University  of  Lancaster  and  a
Bachelor  of  Science degree in Physics from  the  University  of
Manchester.

RONALD  J. KORN, age 65, has served as a member of our  Board  of
Directors  since  November  14, 2002.   Mr.  Korn  has  been  the
President of Ronald Korn Consulting, a business consulting  firm,
since  1991.   He served as the Managing Partner of  KPMG,  LLP's
Miami  office from 1985 to 1991.  Mr. Korn held various positions
including  Partner with KPMG, an international  accounting  firm,
from  1961 until 1991.  He has served as a Director, Chairman  of
the  Audit Committee, and member of the Loan Committee of Equinox 
Bank, FSB, formerly Horizon Bank, FSB, since 1999. He  has served
as a Director and Chairman of  the   Audit   Committee of   Ocwen
Financial Corporation (NYSE:OCN) and Ocwen Federal Bank since July
2003.  Mr. Korn previously  served as  a  Director and Chairman of
the Audit Committee of Vacation Break U.S.A.,  Inc. and Magicworks
Entertainment Corporation, a Director of TOUSA Homes, Inc. (formerly
Engle Homes, Inc.),  and  Non-Executive  Chairman  of  Carole  Korn
Interiors, Inc.   Mr.  Korn holds  a  Juris  Doctor degree from the
New York University  Law School  and  a Bachelor of Science  degree
in Economics from  the University of Pennsylvania, Wharton  School.

MARC PULEO, M.D., age 42, has served as President and Chairman of
our Board of Directors since our inception in January 1996.  From
January  1996  until March 2001, Dr. Puleo served  as  our  Chief
Executive  Officer,  and from January 1996 until  May  2001,  Dr.
Puleo  served  as  our Treasurer.  Dr. Puleo has  also  been  the
President  of South Florida Anesthesia Professionals,  an  entity
located  in Fort Lauderdale, Florida, since founding that company
in  January 1996.  Dr. Puleo was Vice President of Dynamic Press,
Inc., an offset printing and direct marketing company, from  June
1997  until  June  1998.   Dr. Puleo,  an  anesthesiologist,  was
employed  with Anesthesia Professional Association,  North  Ridge
Medical  Center  and North Ridge Outpatient Surgery  Center  from
December 1994 through December 1995.  Dr. Puleo was an anesthesia
resident  with the University of Illinois Hospitals and  Clinics,
the Michael Reese Hospital, the Westside Veteran's Administration
Hospital,  the University of Illinois Eye and Ear Infirmary,  the
Nathan Cummings Surgicenter, and the University of Illinois  Pain
Clinic, all located in the Chicago, Illinois area, from July 1991
through  June 1994.  Dr. Puleo received his medical  degree  from
the   University  of  Illinois  College  of  Medicine,   Chicago,
Illinois.

ROBERT C. SCHWEITZER, age 59, has served as a member of our Board
of  Directors since November 14, 2002.  Mr. Schweitzer  has  been
the  President and Chief Executive Officer of Equinox Bank,  FSB,
since  March  2005. Mr. Schweitzer was the Regional President  of
Union  Planters  Bank for Broward and Palm Beach  County  Florida
markets from April 1999 to December 2002.  Prior to joining Union
Planters,  Mr. Schweitzer served as the Executive Vice  President
and  Head  of Commercial Banking for Barnett Bank/NationsBank  in
Jacksonville,  Florida from 1993 to 1999.  Other  positions  held
include Director and Head of Real Estate Consulting for Coopers &
Lybrand in Washington, D.C.; Senior Vice President and Manager of
Central North America Real Estate for the First National Bank  of
Chicago,  and  Manager  of Domestic Credit  Process  Review;  and
Senior  Vice  President  and Manager of  Central  North  American
Banking for Wachovia Bank.  Mr. Schweitzer holds a Masters degree
in Business Administration from the University of North Carolina,
and  a  Bachelor of Science degree from the United  States  Naval
Academy.

BRUCE  S.  ROSENBLOOM,  age  36, was  appointed  Chief  Financial
Officer on May 30, 2001.  Mr. Rosenbloom served as the Manager of
Finance and Financial Reporting of Cooker Restaurant Corporation,
a  publicly  held  (PS: CGRTQ) restaurant, in  West  Palm  Beach,
Florida,  from  December 2000 until May 2001.   Mr.  Rosenbloom's
duties included all internal and external reporting including all
SEC  filings and Annual Reports to Shareholders.  Mr.  Rosenbloom
was  a  senior  audit accountant for Deloitte &  Touche  LLP,  an
international  accounting firm, West Palm  Beach,  Florida,  from
January 1996 until December 2000.  Mr. Rosenbloom was responsible
for  planning and conducting all aspects of audit engagements for
clients   in  various  industries,  including  direct  marketing,
healthcare,    manufacturing,   financial    institutions,    and
professional service firms.  From August of 1992 to May of  1995,
Mr.    Rosenbloom    was   an   Account   Executive    for    MCI
Telecommunications.    Mr.   Rosenbloom,   a   certified   public
accountant,  received a Bachelor of Science degree in  Accounting
from Florida Atlantic University, Boca Raton, Florida in 1996 and
a  Bachelor  of  Arts degree in Economics from the University  of
Texas, Austin, Texas in 1992.


                                  5



                 BOARD GOVERNANCE AND OPERATIONS

        The  business  and  affairs of PetMed Express,  Inc.  are
managed by or under the direction of our Board of Directors.  Our
Board  includes a majority of independent directors.   Our  Board
reaffirms   its  accountability  to  stockholders   through   the
stockholder  election  process.  Our Board reviews  and  ratifies
executive  officer  selection  and  compensation,  and   monitors
overall  corporate performance and the integrity of our financial
controls.  Our Board of Directors also oversees our strategic and
business planning processes.

Corporate Code of Business Conduct and Ethics

        Our  Board of Directors has adopted a Corporate  Code  of
Business  Conduct  and  Ethics,  which  is  applicable   to   all
directors,  officers  and  employees,  including  our   principal
executive   officer,  and  principal  financial  and   accounting
officer.   A  Code of Business Conduct and Ethics  is  a  written
standard designed to deter wrongdoing and to promote:

  -   honest and ethical conduct,
  -   full, fair, accurate, timely and understandable disclosure
      in regulatory filings and public statements,
  -   compliance with applicable laws, rules and regulations,
  -   the prompt reporting of violation of the code, and
  -   accountability for adherence to the Code of Business Conduct
      and Ethics.

        Any person, who wishes to receive a copy of our Corporate
Code  of Business Conduct and Ethics, without charge, can send  a
letter addressed to our General Counsel at PetMed Express,  Inc.,
1441 S.W. 29th Avenue, Pompano Beach, FL 33069.

Policy with Regard to the Consideration of Director Candidate
Recommendations by our Stockholders

  The  Corporate Governance and Nominating Committee has a policy
pursuant to which it considers director candidates recommended by
our  stockholders.   All director candidates recommended  by  our
stockholders  are considered for selection to the  Board  on  the
same  basis as if such candidates were recommended by one or more
of  our  directors  or  other sources.  To recommend  a  director
candidate  for  consideration  by our  Corporate  Governance  and
Nominating    Committee,   a   stockholder   must   submit    the
recommendation  in writing to our Corporate Secretary  not  later
than  one  hundred  twenty  (120)  calendar  days  prior  to  the
anniversary  date  of  our  proxy statement  distributed  to  our
stockholders in connection with our most recent annual meeting of
stockholders,  and the recommendation must provide the  following
information:  (i)  the  name  of  the  stockholder   making   the
recommendation,  (ii)  the  name  of  the  candidate,  (iii)  the
candidate's  resume or a listing of his or her qualifications  to
be  a director, (iv) the proposed candidate's written consent  to
being  named as a nominee and to serving as one of our  directors
if   elected,   and  (v)  a  description  of  all  relationships,
arrangements  or  understandings, if any,  between  the  proposed
candidate  and  the  recommending  stockholder  and  between  the
proposed  candidate  and us so that the candidate's  independence
may  be assessed.  The stockholder or the director candidate also
must   provide  any  additional  information  requested  by   our
Corporate  Governance  and Nominating  Committee  to  assist  the
Committee in appropriately evaluating the candidate.

Stockholder Communications with the Board

     Stockholders  who  wish  to  communicate directly  with  our
Board of Directors, or specified individual directors, may do  so
in  writing  to the Board of Directors or individual director  in
c/o  Corporate  Secretary  and General Counsel,  PetMed  Express,
Inc., 1441 S.W. 29th Avenue, Pompano Beach, FL 33069.

Meetings of the Board of Directors

     During  the  fiscal  year  ended March 31, 2005, there  were
six meetings of our Board of Directors, and the Board took action
three times by written consent in lieu of a meeting.  Except  for
one  meeting, each director attended all of the meetings  of  the
Board  and  meetings  held  by committees  on  which  he  served.
Members of the Board are required to attend the annual meeting of
stockholders.   A  director who is unable to  attend  our  annual
meeting of stockholders is expected to notify the Chairman of the
Board in advance of the meeting.


                                  6




Committees of the Board of Directors

      Our   Board   of   Directors   maintains   three   standing
committees,  an Audit Committee, a Compensation Committee  and  a
Corporate  Governance and Nominating Committee.  All  members  of
the  committees  are independent directors.  The following  table
shows  the  present  members of each  committee,  the  number  of
committee   meetings  held  during  FY  2005  and  the  functions
performed by each committee:


Committee                               Functions
---------                               ---------

Audit                                   -Oversees the Company's systems of
Number of Meetings during FY 2005: 8    internal controls regarding
                                        finance, accounting and legal
                                        compliance
Members                                 -Oversees the Company's auditing,
                                        accounting and financial
                                        reporting processes generally
Ronald J. Korn*, Financial Expert (1)   -Oversees the Company's financial
                                        statements and other financial
Robert C. Schweitzer                    information provided by the Company to
                                        its stockholders, the
Gian M. Fulgoni                         public and others
                                        -Oversees the Company's compliance
                                        with legal and regulatory requirements
                                        -Oversees the performance of the
                                        Company's independent auditors

Compensation                            -Establishes, in consultation with
                                        senior management, the
Number of Meetings during FY 2005: 1    Company's general compensation
                                        philosophy, and oversees
Members:                                development and implementation of the
                                        compensation programs
                                        -Reviews and approves corporate goals
                                        and objectives relating to
Robert C. Schweitzer                    the compensation of the Company's CEO
Ronald J. Korn                          -Recommends, subject to Board approval,
                                        salaries and other
Gian M. Fulgoni                         compensation matters for executive
                                        and other senior officers
                                        -Approves annual incentive plans for
                                        the Company's officers and
                                        employees, grants stock options to
                                        directors, officers and employees
                                        and supervises administration of
                                        employee benefit plans
                                        -Oversees, in consultation with
                                        management, regulatory compliance
                                        with respect to compensation matters
                                         -Reviews and approves any severance
                                         or similar termination
                                         payment proposed to be made to any
                                         Company executive or senior officer
                                        -Recommends, subject to the approval
                                        of the Board of Directors,
                                        compensation for directors
                                        -Conducts an annual performance
                                        evaluation of the Committee and
                                        prepares and issues all required
                                        evaluations and reports

Corporate Governance and Nominating     -Recommends the slate of director
                                        nominees for election to Board
Number of Meetings during FY 2005: 1    of Directors
Members:                                -Identifies and recommends candidates
                                        to fill vacancies occurring
                                        between annual shareholders meetings
Frank J. Formica*                       -Develops and recommends to the Board
                                        of Directors corporate
Gian M. Fulgoni                         governance principles
Robert C. Schweitzer                    -Leads annual review of performance
                                        of Board of Directors
Ronald J. Korn



* Chairperson
  (1)  The Board considers Mr. Korn to be an audit committee
       financial expert as defined by regulations promulgated by the
       Securities and Exchange Commission.


                                  7



                    REPORT OF THE AUDIT COMMITTEE
                                
        The  following  Report of the Audit  Committee  does  not
constitute soliciting material and should not be deemed filed  or
incorporated by reference into any other filing by us  under  the
Securities  Act  of 1933, as amended, or the Securities  Exchange
Act  of  1934,  as amended, except to the extent we  specifically
incorporate this Report by reference therein.

       The Securities and Exchange Commission rules require us to
include in this proxy statement a report from the Audit Committee
of  our  Board  of Directors. The following report  concerns  the
Audit Committee's activities regarding oversight of our financial
reporting and auditing process.

        The  Audit  Committee is comprised solely of  independent
directors,  as  defined in the Marketplace Rules  of  the  Nasdaq
National  Market  and  under Securities Exchange  Act  Rule  10A-
3(b)(1), and it operates under a written charter adopted  by  the
Company's  Board  of  Directors.  The composition  of  the  Audit
Committee, the attributes of its members and the responsibilities
of the Audit Committee, as reflected in its charter, are intended
to  be  in  accordance with applicable requirements for corporate
audit  committees. The Audit Committee reviews and  assesses  the
adequacy of its charter on an annual basis.

       As described more fully in its charter, the purpose of the
Audit  Committee  is  to assist the Board  of  Directors  in  the
oversight of its financial reporting, internal control and  audit
functions.   Management  is  responsible  for  the   preparation,
presentation   and   integrity  of  its  consolidated   financial
statements,  accounting and financial reporting  principles,  and
internal  controls  and procedures designed to ensure  compliance
with  accounting  standards and applicable laws and  regulations.
Goldstein  Golub Kessler LLP, the Company's independent  auditor,
is  responsible  for  performing  an  independent  audit  of  the
Company's  consolidated financial statements in  accordance  with
auditing standards generally accepted in the United States.

        The   Audit   Committee  members  are   not  professional
accountants or auditors, and their functions are not intended  to
duplicate  or  to  certify the activities of management  and  the
independent auditor, nor can the Audit Committee certify that the
independent auditor is "independent" under applicable rules.  The
Audit Committee serves a board-level oversight role, in which  it
provides  advice,  counsel and direction to  management  and  the
independent auditor on the basis of the information it  receives,
discussions with management and the independent auditor  and  the
experience   of  the  Audit  Committee's  members  in   business,
financial and accounting matters.

        Among  other  matters, the Audit Committee  monitors  the
activities and performance of the Company's independent  auditor,
including   the   audit  scope,  external  audit  fees,   auditor
independence  matters  and the extent to  which  the  independent
auditor may be retained to perform non-audit services. The  Audit
Committee and the Board of Directors have ultimate authority  and
responsibility to select, evaluate and, when appropriate, replace
the  independent  auditor. The Audit Committee also  reviews  the
results  of  the  audit  work with regard  to  the  adequacy  and
appropriateness  of financial, accounting and internal  controls.
Management   and   independent  auditor  presentations   to   and
discussions  with the Audit Committee also cover  various  topics
and  events that may have significant financial impact or are the
subject  of  discussions between management and  the  independent
auditor.  In  addition,  the Audit Committee  generally  oversees
internal compliance programs.

        The  Audit  Committee  has  reviewed  and  discussed  the
Company's  consolidated financial statements with management  and
the  independent  auditor, management represented  to  the  Audit
Committee   that  its  consolidated  financial  statements   were
prepared   in  accordance  with  generally  accepted   accounting
principles,  and  the  independent auditor represented  that  its
presentations included the matters required to be discussed  with
the  independent auditor by Statement on Auditing  Standards  No.
61, as amended, "Communication with Audit Committees."

       Goldstein Golub Kessler LLP, the independent auditor, also
provided   the  Audit  Committee  with  the  written  disclosures
required  by  Independence  Standards  Board  Standard   No.   1,
"Independence Discussions with Audit Committees," and  the  Audit
Committee  discussed with Goldstein Golub Kessler LLP the  firm's
independence.

         Following   the   Audit  Committee's  discussions   with
management  and Goldstein Golub Kessler LLP, the Audit  Committee
recommended  that  the  Board of Directors  include  the  audited
consolidated financial statements in the Company's Annual  Report
for the fiscal year ended March 31, 2005.

                                   Audit Committee

                                   RONALD J. KORN, Chairperson
                                   ROBERT C. SCHWEITZER
                                   GIAN M. FULGONI


                                  8




             PRINCIPAL ACCOUNTANT FEES AND SERVICES

       The following table sets forth the fees billed to us by
Goldstein Golub Kessler LLP, our independent registered public
accounting firm, as of and for the fiscal years ended March 31,
2005 and 2004:

                            For the Year Ended
                                 March 31,
                           2005            2004
                           ----            ----

Audit fees              $  65,294       $  70,500
Audit-related fees              -               -
Tax fees                        -               -
All other fees                  -               -
                        ---------       ---------

                        $  65,294       $  70,500
                        =========       =========

   Audit  fees billed  by  Goldstein Golub  Kessler  LLP  related
to  the audit of our annual consolidated financial statements for
the fiscal years ended March 31, 2005 and 2004; the review of our
Annual  Report; the review of our interim consolidated  financial
statements included in our Quarterly Reports on Form 10-Q for the
periods  ended June 30, September 30, and December 31,  2004  and
2003;  attest  services; provisions of comfort letters;  and  the
provision of consents.

   Goldstein Golub Kessler LLP has a continuing relationship with
American  Express Tax and Business Services Inc.  from  which  it
leases  auditing staff who are full-time, permanent employees  of
American Express Tax and Business Services Inc. and through which
its  partners  provide non-audit services.  As a result  of  this
arrangement,  Goldstein  Golub  Kessler  LLP  has  no  full  time
employees and therefore, none of the audit services performed was
provided  by  permanent full-time employees  of  Goldstein  Golub
Kessler LLP.   Goldstein Golub Kessler LLP manages and supervises
the audit and audit staff, and is exclusively responsible for the
opinion  rendered  in  connection with  its  examination.   Other
services,  which  do  not  include financial  information  system
design  and  implementation fees, have been provided by  American
Express Tax and Business Services Inc.

Pre-Approval Policy for Services of Independent Auditor

  The Audit Committee shall:
  
  -   Have  the  responsibility to  review  and  consider  and
      ultimately pre-approve all audit and permitted non-audit services
      to be performed by our independent auditors.
   
  -   Select,  evaluate, and, where appropriate,  replace  the
      independent registered public accounting firm or nominate the
      independent registered public accounting firm for shareholder
      approval.  The Committee also has the responsibility to approve
      all audit engagement fees and terms and all non-audit engagements
      with the independent registered public accounting firm. The
      following sets forth what the Committee shall do in order to
      fulfill its responsibilities and duties with respect to the
      independent registered public accounting firm: be  directly
      responsible for the appointment, compensation approval  and
      oversight of the work of the independent registered  public
      accounting firm (including resolution of disagreements between
      management and the independent registered public accounting firm
      regarding financial reporting) for the purpose of preparing its
      audit report or related work.

  -   Have the sole authority to review in advance, and grant any
      appropriate pre-approvals of: (i) all auditing services to be
      provided by the independent auditors, (ii) all non-audit services
      to be provided by the independent registered public accounting
      firm as permitted by Section 10A of the Securities Exchange Act
      of 1934, and (iii) in connection therewith to approve all fees
      and other terms of engagement. The Committee shall also review
      and approve disclosures required to be included in Securities and
      Exchange Commission periodic reports filed under Section 13(a) of
      the Securities Exchange Act of 1934 with respect to non-audit
      services.

  -   Review  the  performance  of the  Company's  independent
      registered public accounting firm on at least an annual basis.



                                  9




  -   On an annual basis, review and discuss with the independent
      registered  public  accounting firm all  relationships  the
      independent registered public accounting firm have with the
      Company in order to evaluate the independent registered public
      accounting firm' continued independence. The Committee: (i) shall
      ensure that the independent registered public accounting firm
      submit to the Committee on an annual basis a written statement
      (consistent with Independence Standards Board Standards No. 1)
      delineating all relationships and services that may impact the
      objectivity and independence of the independent registered public
      accounting  firm; (ii) shall discuss with  the  independent
      registered public accounting firm any disclosed relationship or
      services that may impact the objectivity and independence of the
      independent registered public accounting firm; and (iii) shall
      satisfy itself as to the independent registered public accounting
      firm' independence.

  -   At least annually, obtain and review an annual report from
      the independent registered public accounting firm describing: (i)
      the independent registered public accounting firm' internal
      quality control procedures and (ii) any material issues raised by
      the most recent internal quality control review, or peer review,
      of the independent registered public accounting firm, or by any
      inquiry  or  investigation by governmental or  professional
      authorities, within the preceding five years, respecting one or
      more independent audits carried out by the independent registered
      public accounting firm, and any steps taken to deal with any such
      issues.

  -   Confirm  that the lead audit partner, or the lead  audit
      partner responsible for reviewing the audit for the Company's
      independent registered public accounting firm, has not performed
      audit services for the Company for each of the five previous
      fiscal years.

  -   Review  all  reports  required to be  submitted  by  the
      independent registered public accounting firm to the Committee
      under Section 10A of the Securities Exchange Act of 1934.

  -   Review, based upon the recommendation of the independent
      registered public accounting firm and management, the scope and
      plan of the work to be done by the independent registered public
      accounting firm for each fiscal year.

    Our  Audit  Committee  has  considered whether  the provision
of   non-audit  services  is  compatible  with  maintaining   the
independence  of Goldstein Golub Kessler LLP, and  has  concluded
that   the   provision  of  such  services  is  compatible   with
maintaining the independence of our auditors.









                                  10

                                
                                
                                
  BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
  
  The   following   table   sets  forth   information   regarding
beneficial ownership of our Common Stock as of June 21, 2005,  by
each person known by us to own beneficially or exercise voting or
dispositive  control  over 5% or more of our  outstanding  Common
Stock,  by each of our executive officers and directors,  and  by
all  executive  officers and directors as a group.   In  general,
"beneficial  ownership" includes those shares a  person  has  the
power  to  vote  or transfer, and options to acquire  our  Common
Stock that are exercisable currently or become exercisable within
60  days.   Except  as otherwise indicated, we believe  that  the
beneficial  owners  of the Common Stock listed  below,  based  on
information  furnished by these owners, have sole investment  and
voting  power  with respect to these shares, except as  otherwise
provided  by  community property laws where  applicable.   Unless
otherwise  indicated below, the address for each person  is  1441
S.W. 29th Avenue, Pompano Beach, FL 33069.




                                       Aggregate Number of    Percent of
                                           Shares              Shares
Name and Address of Beneficial Owner   Beneficially Owned    Outstanding
------------------------------------   ------------------    -----------
                                                       
Tricon Holdings, LLC                       5,477,500 (1)       23.3%
Marc Puleo, M.D.                           1,403,286 (2)        5.9%
Bricoleur Capital Management, LLC          1,280,364 (3)        5.4%
Menderes Akdag                               754,534 (4)        3.2%
Bruce S. Rosenbloom                           75,434 (5)          *
Robert C. Schweitzer                          28,667 (6)          * 
Gian M. Fulgoni                               26,667 (7)          *
Ronald J. Korn                                24,567 (8)          *
Frank Formica                                 13,333 (9)          *
All executive officers and directors
   as a group (seven persons)              2,326,488 (10)       9.7%
__________
*    Less than 1% of the issued and outstanding shares.
(1)  Emel  Yesil  is  the sole manager of Tricon  Holdings,  LLC
     ("Tricon").   Creslin Limited ("Creslin") is  the  sole  member
     (shareholder) of Tricon.  Mr. Robert G. Guest is the officer, and
     Mr.  Guest  and  Christopher J. Pitaluga are the  directors  of
     Creslin.   Creslin Limited Trust owns 99% of  Creslin.   Abacus
     Trustees (Gibraltar) Limited is the trustee and Mustafa Yesil is
     the beneficiary of the Creslin Limited Trust.  Emel Yesil is the
     daughter of Mustafa Yesil.  The address for Tricon is 1020 N.W.
     163rd Drive, Miami, FL 33169.
(2)  Dr. Puleo's holdings include 1,113,286 shares of our Common
     Stock held by Marpul Trust, a trust established by Dr. Puleo
     under an agreement dated September 3, 1999 and of which he is the
     beneficiary.  Southpac Trust International, Inc. is the trustee
     of Marpul Trust.  Dr. Puleo's holdings also include vested
     options held by him to purchase 50,000 shares of our Common Stock
     at $.35 per share until March 2006, 80,000 shares of our Common
     Stock at $1.05 per share until May 2006, 80,000 shares of our
     Common Stock at $1.05 per share until May 2007, and 80,000 shares
     of our Common Stock at $1.05 per share until May 2008.
(3)  As  reflected  on the Form 13F, which was  filed  with  the
     Securities  and  Exchange Commission on April  28,  2005.   The
     address for Bricoleur Capital Management, LLC is 12230 El Camino
     Real, Suite 100, San Diego, CA 92130.
(4)  Mr.  Akdag's  holdings include vested options  to  purchase
     83,333 shares of our Common Stock at $10.64 per share until March
     2008,  but  exclude  options to purchase an additional  166,667
     shares of our Common Stock at $10.64 per share, which have  not
     yet vested.
(5)  Mr. Rosenbloom's holdings include vested options to purchase
     16,667 shares of our Common Stock at $1.65 per share until  May
     2006, 16,667 shares of our Common Stock at $1.65 per share until
     May  2007, 5,000 shares of our Common Stock at $3.45 per  share
     until  June 2007, 8,334 shares of our Common Stock at $.86  per
     share until March 2008, 5,000 shares of our Common Stock at $3.45
     per share until June 2008, and 6,000 shares of our Common Stock
     at  $8.90  per  share until June 2008, but exclude  options  to
     purchase an additional 5,000 shares of our Common Stock at $3.45
     per share, 12,000 shares of our Common Stock at $8.90 per share,
     and 20,000 shares of our Common Stock at $6.60 per share, which
     have not yet vested.
(6)  Mr. Schweitzer's holdings include vested options to purchase
     6,667 shares of our Common Stock at $8.90 per share until June
     2008, but exclude options to purchase an additional 10,000 shares
     of our Common Stock at $1.90 per share, 13,333 shares of our
     Common Stock at $8.90 per share, and 20,000 shares of our Common
     Stock at $6.60 per share, which have not yet vested.
(7)  Mr. Fulgoni's holdings include vested options to purchase
     6,667 shares of our Common Stock at $8.90 per share until June
     2008, but exclude options to purchase an additional 10,000 shares
     of our Common Stock at $1.90 per share, and 13,333 shares of our
     Common Stock at $8.90 per share, and 20,000 shares of our Common
     Stock at $6.60 per share, which have not yet vested.
(8)  Mr. Korn's holdings include vested options to purchase 6,667
     shares of our Common Stock at $8.90 per share until June 2008,
     but exclude options to purchase an additional 10,000 shares of
     our Common Stock at $1.90 per share, 13,333 shares of our Common
     Stock at $8.90 per share, and 20,000 shares of our Common Stock
     at $6.60 per share, which have not yet vested.
(9)  Mr. Formica's holdings include vested options to purchase
     10,000 shares of our Common Stock at $7.90 per share until August
     2007 and 3,333 shares of our Common Stock at $8.90 per share
     until June 2008, but exclude options to purchase an additional
     20,000 shares of our Common Stock at $7.90 per share, 6,667
     shares of our Common Stock at $8.90 per share, and 20,000 shares
     of our Common Stock at $6.60 per share, which have not yet
     vested.
(10) Incorporates (1) through (9) above.


Section 16(a) Beneficial Ownership Reporting Compliance

      We became a reporting company under the Securities Exchange
Act  of  1934  (the "Exchange Act") in March 2000.  Based  solely
upon  a  review of Forms 3 and 4 and amendments thereto furnished
to  us under Rule 16a-3(d) of the Exchange Act through the fiscal
year ended March 31, 2005, the Company is not aware of any person
that  failed  to  file  on a timely basis, as  disclosed  in  the
aforementioned forms, reports required by Section  16(a)  of  the
Exchange Act during the fiscal year ended March 31, 2005.


                                  11



                REPORT OF THE COMPENSATION COMMITTEE
                                
        The following Report of the Compensation Committee of our
Board  of Directors and the performance graphs included elsewhere
in this proxy statement do not constitute soliciting material and
should not be deemed filed or incorporated by reference into  any
other filings by us under the Securities Act of 1933, as amended,
or the Securities Exchange Act of 1934, as amended, except to the
extent we specifically incorporate this Report or the performance
graphs by reference therein.

      The  primary purposes of our Compensation Committee of  our
Board  of  Directors,  a committee which is comprised  solely  of
independent directors, are to oversee the administration  of  the
Company's  compensation  programs,  review  the  compensation  of
executive officers and directors, prepare any report on executive
compensation  required  by  the  rules  and  regulations  of  the
Securities  and  Exchange  Commission and  generally  to  provide
assistance to the Board of Directors on compensation matters.

   During  FY 2005, we approved the granting of stock options  to
the Company's management and other employees.

Components of Executive Compensation

  The basic components of executive compensation are:
  
  -   Annual Cash Compensation, specifically, base salary; and
  -   Long-Term Incentive Compensation, specifically, stock options.

Annual Cash Compensation - Base Salary

  The  purpose of base salary is to create a secure base of  cash
compensation for executives that is competitive with the  market.
Executives'  salary increases do not follow a preset schedule  or
formula;   however,  the  following  will  be   considered   when
determining   appropriate  salary  levels  and   increases:   the
individual's  current and sustained performance results  and  the
methods  utilized  to  achieve such  results;  and  non-financial
performance  indicators  to  include strategic  developments  for
which an executive has responsibility and managerial performance.

  We  exercise discretion in making salary decisions taking  into
account,  among  other things, each individual's performance  and
the  Company's  overall performance. With  regard  to  individual
performance of executive officers other than the Chief  Executive
Officer,  we  rely  to  a  large extent on  the  Chief  Executive
Officer's  evaluations  of  each individual  executive  officer's
performance.

Long-Term Incentive Compensation - Stock Options

   Long-term incentives comprise the largest portion of the total
compensation  package  for  executives.  The  form  of  long-term
incentives  used for executives is stock options.   Grant  levels
will  be  determined  for  each  executive  based  on  individual
performance  and  potential, history  of  past  grants,  time  in
current   job   and   level  of,  or  significant   changes   in,
responsibility.   The  purpose of stock  options  is  to  provide
equity  compensation  whose  value is  directly  related  to  the
creation  of share-owner value.  Stock options provide executives
a   vehicle  to  increase  equity  ownership  and  share  in  the
appreciation of the value of Company stock.

                                   Compensation Committee

                                   ROBERT C. SCHWEITZER,
                                   Chairperson
                                   RONALD J. KORN
                                   GIAN M. FULGONI
                                







                                  12

                                



                     EXECUTIVE COMPENSATION

  The  following  table  sets  forth  the  annual  and  long-term
compensation  paid by the Company for services performed  on  our
behalf for the last three completed fiscal years ended March  31,
2005, 2004, and 2003, with respect to our Chief Executive Officer
and  other  officers  serving  as such  who  earned  compensation
greater than $100,000 in these fiscal years:




                          Summary Compensation Table

                             Annual Compensation         Long-Term Compensation
                             -------------------         ---------------------- 
                                                                        Awards      Payouts
                                                         Other         Securities
Name and Principal                                       Annual        Underlying     LTIP           All Other
   Position               Year     Salary     Bonus   Compensation($)  Options/SARs  Payouts ($)  Compensation ($)
   --------               ----     ------     -----   ---------------  ------------  -----------  ----------------
                                                                           (#)
                                                                           ---
                                                                                 

Menderes Akdag            2005   $  250,000   $   -          -                 -          -              -

    Chief Executive       2004      201,731       -          -           250,000          -              -

    Officer               2003      200,000       -          -                 -          -              -

Marc Puleo, M.D.          2005      150,000       -          -                 -          -              -

     Chairman of Board    2004      146,154       -          -                 -          -

     and President        2003      100,000  50,000                      240,000

Bruce Rosenbloom          2005      125,577     700          -            18,000          -              -

     Chief Financial      2004      106,461   1,600          -            15,000          -              -

     Officer              2003      100,000     500          -                 -          -              -


  The following table sets forth certain information for the
fiscal year ended March 31, 2005, with respect to options granted
to individuals named in the Summary Compensation Table above.





       Option Grants for Fiscal Year Ended March 31, 2005
                        Individual Grants

                                      Potential Realizable Value at Assumed
                                    Annual Rates of Stock Price Appreciation



                      Number of    % of Total
                     Securities     Options     Exercise
                     Underlying    Granted to     Price     Expiration
Name                Options (#)    Employees    ($/Share)     Date         0% ($)  5% ($)   10% ($)
----                -----------    ---------    ---------     ----         ------  ------   -------
                                                                       

Bruce Rosenbloom     18,000   (1)      8%         $8.90      6/11/2008      -       -         -
Menderes Akdag            -   (2)       -             -          -          -       -         -
Marc Puleo, M.D.          -   (2)       -             -          -          -       -         -


(1)  The  Company  granted Mr. Rosenbloom  options  to  purchase
     18,000  shares of its Common Stock on June 11, 2004, under  the
     Company's 1998 Stock Option Plan at an exercise price of  $8.90
     per share which will vest at the rate of 6,000 options on each of
     June 11, 2005, 2006, and 2007.
(2)  No options were issued to the individual during fiscal 2005.

     The  following  table  sets  forth certain information  with
respect  to the number of shares covered by both exercisable  and
unexercisable stock options held by the individuals named in  the
Summary  Compensation Table as of March 31, 2005.  Also  reported
are  the  values for "in-the-money" stock options that  represent
the  positive  spread between the respective exercise  prices  of
outstanding stock options and the fair market value of our Common
Stock as of March 31, 2005 ($ per share).

  Aggregate Option Exercises and Fiscal Year-End Option Values





                                                 Number of  Securities           Value of Unexercised
                                                 Underlying Unexercised          In-the-Money Options
                                              Options at Fiscal Year End (#)  at  Fiscal Year End ($) (1)
                                              ------------------------------  ---------------------------

                     Shares
                  Acquired on      Value
Name              Exercise (#)   Realized ($)  Exercisable  Unexercisable     Exercisable  Unexercisable
----              ------------   ------------  -----------  -------------     -----------  -------------
                                                                         

Menderes Akdag      187,500      $   708,750           -        250,000       $        -   $         -
Marc Puleo, M.D.    750,000        2,272,500     210,000         80,000        1,370,600       508,800
Bruce Rosenbloom     10,000           63,900      36,667         44,667          208,786       135,602


(1)  Represents  the  difference  between  the  closing  price
     ($7.41)  of the Company's Common Stock on March 31,  2005,  the
     last trading day of the    Company's 2005 fiscal year, and  the
     exercise price of the options.


                                  13




Employment Agreement with Marc Puleo, M.D., President

  On  May 1, 2000, the Company entered into a two-year employment
agreement  with  Marc  Puleo,  M.D.,  current  President,   which
provided  for  annual cash compensation to him of  $150,000.   On
November 8, 2000, Dr. Puleo's employment agreement dated  May  1,
2000  was amended to reflect a salary of $75,000 annually.  Under
the  terms  of  the  employment agreement Dr. Puleo  received  an
annual  salary  of $75,000, subject to increase no less  frequent
than  an  annual review by our Board of Directors.   Dr.  Puleo's
salary  was increased to $100,000 in fiscal year 2002,  and  then
increased  to  $150,000  in  May  2003.   The  agreement  can  be
terminated  upon the mutual consent of the parties,  or  upon  90
days  notice  by  the Company, in which case  the  Company  would
continue  to  compensate him under the terms  of  his  employment
agreement, or his contract will renew annually.

Employment Agreement with Menderes Akdag, Chief Executive Officer

    On  March  16,  2001,  the Company    had  entered  into  an
employment  agreement with its current Chief  Executive  Officer,
Menderes Akdag.  Under the terms of this three-year agreement the
Company paid Mr. Akdag an annual salary of $150,000 for the first
six months of the agreement, and thereafter his annual salary was
to  be increased to $200,000.  The Company also granted Mr. Akdag
options to purchase 750,000 shares of its common stock under  the
Company's 1998 Stock Option Plan at an exercise price of $.32 per
share,  which vested at the rate of 187,500 options  on  each  of
March 16, 2001, 2002, 2003 and 2004.

    The   agreement   provided the  following:  the  Company  can
terminate the employment of Mr. Akdag either upon mutual  consent
or  for  cause.   If the Company should terminate Mr.  Akdag  for
cause,  or  if  Mr. Akdag should terminate the agreement  without
"good  reason"  as  described  in the  employment  agreement,  no
severance  benefits  would  be  paid.   If  the  Company   should
terminate Mr. Akdag without cause, the Company would be  required
to  give Mr. Akdag three months notice and continue to compensate
him  under  the terms of this employment agreement  during  those
three  months.  At the end of the three-month period, the Company
would  have  to  pay Mr. Akdag severance benefits  equal  to  his
annual  base  salary,  and any previously  granted  but  unvested
options  would immediately vest.  If the Company should terminate
Mr.  Akdag for cause, as defined in the employment agreement,  no
severance  benefits  would  be  paid.   The  agreement   can   be
terminated  upon the mutual consent of the parties,  or  upon  90
days  notice  by the Company during which time the Company  would
continue  to  compensate him under the terms  of  his  employment
agreement.

    On March  16, 2004, the Company amended Mr. Akdag's  existing
employment agreement.  The amendments are as follows: the term of
the  agreement will be for three years, commencing on  March  16,
2004;  Mr. Akdag's salary will be increased to $250,000 per  year
throughout  the  term of the agreement, and Mr.  Akdag  shall  be
granted 250,000 incentive stock options under the Company's  1998
Stock Option Plan at an exercise price of $10.64 per share, which
vest at the rate of 83,333 options on each of March 16, 2005  and
2006,  and 83,334 options on March 16, 2007.  All other terms  of
Mr. Akdag's original employment agreement remain in effect.

Directors' Compensation

    Each member of our Board of Directors who is not  employed by
us  receives  an  annual  retainer  of $10,000  per  year,   paid
quarterly.    Additionally,  upon  election  to  the   Board   of
Directors,  each director not employed by us was  granted  30,000
stock options, under our 1998 Stock Option Plan, to purchase  our
Common Stock, at an exercise price equal to the fair market value
of  the  stock at the time of granting, with the options  vesting
equally  over  a  three-year period.  From time to  time  at  the
discretion of the Board, additional options may be issued in  the
future.   We  also  pay the reasonable travel  and  accommodation
expenses  of directors in connection with their participation  in
meetings of the Board of Directors.

Compensation Committee Interlocks and Insider Participation

    During  the  fiscal  year  ended  March  31, 2005, Robert  C.
Schweitzer,  Ronald  J. Korn and Gian M. Fulgoni  served  on  the
Compensation Committee. All members of the Compensation Committee
are  independent.   Accordingly, insiders do not  participate  in
compensation decisions.
  

                                  14




         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  Our  Board's  policy  requires that transactions  with  related
parties must be entered into in good faith on fair and reasonable
terms  that are no less favorable to us than those that would  be
available  in  a comparable transaction in arm's-length  dealings
with  an  unrelated third party.  Our Board, by  a  vote  of  the
disinterested   directors,  must  approve   all   related   party
transactions,  recommended  by the Audit  Committee.   Since  the
beginning of the Company's last fiscal year, the Company has  not
had,  or  been  a  party to, nor is there currently  proposed,  a
transaction with a related party.

                        PERFORMANCE GRAPH

  Set   forth   below  is  a  graph  comparing   the   cumulative
performance  of  our  Common Stock with  the  Standard  &  Poor's
Composite-500  Stock  Index  (the  "S&P  500")  and  the   Nasdaq
Composite  (the "NASDAQ") from March 31, 2000 to March 31,  2005.
The  graph  assumes that $100 was invested on March 31,  2000  in
each of our Common Stock, the S&P 500 and the NASDAQ and that all
dividends were reinvested.



  

[LINE GRAPH] 


Value of $100 Investment made March 31, 2000 


                      3/31/2000 3/31/2001 3/31/2002 3/31/2003 3/31/2004 3/31/2005
                      --------- --------- --------- --------- --------- ---------
                                                      
Nasdaq Composite        100.00     40.24     40.35     29.33     43.61     43.72
S&P 500                 100.00     77.43     76.57     56.60     75.15     78.78
PetMed Express, Inc.    100.00     32.63     27.83     82.09    382.61    257.74




                          OTHER MATTERS
                                
       Our Board of Directors does not intend to present, or have
any  reason to believe others will present, any items of business
other  than  those  stated above. If other matters  are  properly
brought before the Board of Directors at the annual meeting,  the
persons  named  in the accompanying proxy will  vote  the  shares
represented  by it in accordance with the recommendation  of  our
Board of Directors.

                              By Order of the Board of Directors,


                              MENDERES AKDAG
                              Chief Executive Officer and Director

Pompano Beach, Florida
June 30, 2005


                                  15





June 30, 2005


                                                        EXHIBIT A
                                                                 
                                
                      ARTICLES OF AMENDMENT
               TO THE ARTICLES OF INCORPORATION OF
                      PETMED EXPRESS, INC.

  Pursuant  to  Section 607.1006 of the Business Corporation  Act
of  the  State  of  Florida,  the undersigned,  being  the  Chief
Executive   Officer  of  PETMED  EXPRESS,  INC.,  a   corporation
organized  and  existing  under and by  virtue  of  the  Business
Corporation  Act  of  the State of Florida  (the  "Corporation"),
bearing  document number P96000010098, does hereby  certify  that
the following resolution was adopted pursuant to the authority of
the  Board  of  Directors and the holders of a  majority  of  the
Corporation's   issued  and  outstanding  voting  securities   as
required  by Section 602.1003 of the Florida Business Corporation
Act:

   RESOLVED,  that  the name of this Corporation  is  PetMed
Express, Inc.

  RESOLVED,  that  Article  VI  -  BOARD  OF  DIRECTORS  of   the
Corporation's  Articles  of Incorporation,  as  amended,  be  and
hereby is amended by adding the following paragraph:

                 ARTICLE VI - BOARD OF DIRECTORS
     
   The  Directors shall be divided into three (3)  classes.  Each
such  class shall consist, as nearly as may be possible, of  one-
third  of  the  total  number  of Directors,  and  any  remaining
Directors  shall be included within such groups as the  Board  of
Directors shall designate. The first class of Directors  will  be
elected  for a term which expires in 2006. The second class  will
be elected for a term which expires in 2007. The third class will
be  elected  to  a  term which expires in 2008.  At  each  annual
meeting  of  stockholders, beginning in 2005, successors  to  the
class of Directors whose term expires at the annual meeting shall
be  elected for a three-year term. If the number of Directors  is
changed, any increase or decrease shall be apportioned among  the
classes  so as to maintain the number of Directors in each  class
as  nearly equal as possible, but in no case shall a decrease  in
the  number  of  Directors  shorten the  term  of  any  incumbent
Director.  A Director may be removed from office for  cause  only
and,  subject to such removal, death, resignation, retirement  or
disqualification, shall hold office until the annual meeting  for
the  year in which his term expires and until his successor shall
be  elected  and qualify. No alteration, amendment or  repeal  of
this  Article  VI  or  the  Bylaws of the  Corporation  shall  be
effective  to shorten the term of any Director holding office  at
the  time of such alteration, amendment or repeal, to permit  any
such  Director  to be removed without cause, or to  increase  the
number  of  Directors in any class or in the aggregate from  that
existing  at  the  time of such alteration, amendment  or  repeal
until the expiration of the terms of office of all Directors then
holding  office, unless such alteration, amendment or  repeal  of
this Article VI has been approved by the holders of the shares of
stock entitled to vote thereon.

  The  foregoing  resolutions  and  articles  of  amendment  were
adopted by the Board of Directors of the Corporation and  by  the
holders of a majority of the Corporation's issued and outstanding
voting securities at a meeting of shareholders held on August  5,
2005,  which  number  of  votes cast for  the  amendment  by  the
shareholders was sufficient for approval pursuant to the  Florida
Business Corporation Act.

  IN  WITNESS WHEREOF, the undersigned, being the Chief Executive
Officer  of  this  Corporation, has executed  these  Articles  of
Amendment as of August 5, 2005.

                        PETMED EXPRESS, INC.

                        By: 
                           ---------------------------------------
                           Menderes Akdag, Chief Executive Officer



                                  16







[LOGO] 1-800-PetMeds[R]

                                
                                
                                
              PETMED EXPRESS, INC. ADMISSION TICKET
                                
  2005 ANNUAL MEETING OF STOCKHOLDERS FRIDAY, AUGUST 5, 2005 AT
                          1:00 P.M. EST

   TO BE HELD AT PETMED EXPRESS, INC. AT 1441 S.W. 29th AVE.,
                     POMPANO BEACH, FL 33069
                                
       THIS TICKET MUST BE PRESENTED TO ENTER THE MEETING




                                 



[ ]  DETACH PROXY CARD HERE

     Please Vote, Sign, Date and
     Return Promptly in the
     Enclosed Envelope.             [X]
                                    Votes must be indicated
                                    (x) in Black or Blue Ink.
The Board of Directors recommends a vote "FOR" each item.

                                                            FOR AGAINST ABSTAIN

1. To amend the Company's     3. To ratify the appointment  [ ]   [ ]     [ ]
   Articles of Incorporation     of Goldstein Golub Kessler 
   to provide for staggered      LLP as the independent  
   terms for Directors:          registered accounting firm:
                                
                                

FOR                     AGAINST                      ABSTAIN
amendment    [  ]       amendment        [  ]                  [  ]
of Company's            of the Company's
Articles of             Articles of
Incorporation           Incorporation
                                


2. To elect six (6) members to the Board of Directors:


FOR all nominees         WITHHOLD                           *EXCEPTIONS
listed below      [  ]   AUTHORITY to vote for all  [  ]                 [ ]
                         nominees listed below
                       

Nominees:   Menderes Akdag, Frank J. Formica, Gian M. Fulgoni, Ronald Korn,
            Marc A. Puleo, M.D., and Robert C. Schweitzer

                                                   To change your address,
Instructions: To withhold authority to vote        please mark this box. [  ]
for any individual nominee, mark the "*Exception"
box and write that nominee's name in the space
provided below.
                          
                                
*Exceptions
                                                   To include any
                                                   comments, please mark
                                                   this box.             [  ]
                                

                       S C A N   L I N E


     The signature on this Proxy should correspond
exactly with stockholders name as printed to the left.
In case of joint tenancies, co-executors, or co-trustees,
both should sign. Persons signing as Attorney, Executor,
Administrator, Trustee or Guardian should give their
full title.

-
   Date      Stock Owner sign here      Co-Owner sign here






                      PETMED EXPRESS, INC.
     Proxy Solicited on behalf of the Board of Directors of
                      PetMed Express, Inc.


      The  undersigned  hereby appoints Bruce S.  Rosenbloom  and
Alison  Berges,  and each of them, proxies, with  full  power  of
substitution  in  each  of  them,  for  and  on  behalf  of   the
undersigned to vote as proxies, as directed and permitted  herein
to  vote the undersigned's shares of PetMed Express, Inc.  Common
Stock  at  the Annual Meeting of Stockholders of PetMed  Express,
Inc.  to be held on Friday, August 5, 2005, at 1:00 p.m., Eastern
Time  at  the Company's principal place of business  and  at  any
adjournments  thereof  upon  matters  set  forth  in  the   proxy
statement and, in their judgment and discretion, upon such  other
business as may properly come before the meeting.

This  proxy  when properly executed will be voted in  the  manner
directed on the reverse hereof by the Stockholder.
If  no  direction  is  made, this proxy will  be  voted  FOR  all
nominees listed and items 1 and 3.

(Continued and to be dated and signed on the reverse side)

                                         PetMed Express, Inc.
                                         1441 S.W. 29th Avenue
                                         Pompano Beach, FL 33069