Washington, D.C. 20549

                                 FORM 8-K

                              CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 17, 2004

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

                        Commission file number 000-28827

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

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

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

                               Not Applicable
        (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under
      the Exchange Act

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under
      the Exchange Act

Item 8.01  Other Events

On August 17, 2004, a purported class action shareholder complaint was
filed in the United States District Court for the Southern District of
Florida against Petmed Express, Inc. (the "Company") and certain of
the Company's officers and directors for alleged violations of the
federal securities laws.  The complaint alleges violations of the
anti-fraud provision contained in Section 10(b) of the Securities
Exchange Act of 1934 and Rule 10b-5 thereunder and asserts violations
of Section 20(a) of that act against the individual defendants as
controlling persons. The action purports to be brought on behalf of
purchasers of the Company's common stock between June 18, 2003 and
July 26, 2004 and generally alleges that the defendants made false or
misleading statements concerning the Company's business, prospects,
and operations and failed to disclose, among other things, (1) that
the Company's business depends on veterinarians, who are the Company's
competitors, to authorize prescriptions, (2) that the Company's
business model, which, in part, requires veterinarians to authorize
prescriptions, caused veterinarians to incur certain costs and
burdens, which were shifted from the Company to the veterinarians; (3)
the existence of an increase in veterinarian refusals to comply with
Company requests for prescription authorization, (4) the Company's
inability to guarantee the quality of, and maintain control over, pet
medications and the negative impact this was having on veterinarian
willingness to authorize prescriptions, and (5) that the foregoing
allegations were adversely impacting the Company.  The plaintiffs seek
unspecified monetary damages.  The complaint also alleges that the
individual defendants were motivated to engage in the alleged
violations so that they could effect sales of their shares of the
Company's common stock at artificially inflated prices.  The plaintiff
seeks unspecified monetary damages. The Company is reviewing and
evaluating the allegations, but at this juncture intends to defend
vigorously against the allegations of wrongdoing.


     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 hereunto duly authorized.

(The "Registrant")

Date: August 23, 2004

By: /s/  Menderes Akdag
    Menderes Akdag

    Chief Executive Officer
    (principal executive officer)

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

    Chief Financial Officer
    (principal financial and accounting officer)