Sec Form 4 Filing - GREEN EQUITY INVESTORS III LP @ VCA ANTECH INC - 2004-05-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GREEN EQUITY INVESTORS III LP 2. Issuer Name and Ticker or Trading Symbol VCA ANTECH INC [ WOOF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 11111 SANTA MONICA BOULEVARD, SUITE 2000 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2004 (Street) LOS ANGELES, CA90025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.001 par value per share 05/18/2004 S 3,000,000 D $ 37.92 3,846,937 D ( 1 ) ( 2 ) ( 3 ) Common Stock, $0.001 par value per share 05/18/2004 S 450,000 D $ 37.92 3,396,937 D ( 1 ) ( 2 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GREEN EQUITY INVESTORS III LP 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X GREEN EQUITY INVESTORS SIDE III LP 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X GEI CAPITAL III LLC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X LGP MANAGEMENT INC 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X LEONARD GREEN PARTNERS LP 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X DANHAKL JOHN G 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X NOLAN PETER J 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA90025 X BAUMER JOHN M 11111 SANTA MONICA BOULEVARD, SUITE 2000 LOS ANGELES, CA90025 X GRAND AVENUE ASSOCIATES LP 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X GRAND AVENUE CAPITAL CORP 11111 SANTA MONICA BOULEVARD SUITE 2000 LOS ANGELES, CA90025 X Signatures Jonathan D. Sokoloff as Manager of GEI Capital III, LLC, General Partner of Green Equity Investors III, L.P. 05/18/2004 Signature of Reporting Person Date Jonathan D. Sokoloff as Manager of GEI Capital III, LLC, General Partner of Green Equity Investors Side III, L.P. 05/18/2004 Signature of Reporting Person Date Jonathan D. Sokoloff as Vice President of LGP Management, Inc., General Partner of Leonard Green & Partners, L.P. 05/18/2004 Signature of Reporting Person Date Jonathan D. Sokoloff as Vice President of Grand Avenue Capital Corporation, General Partner of Grand Avenue Associates, L.P. 05/18/2004 Signature of Reporting Person Date Jonathan D. Sokoloff as Vice President of Grand Avenue Capital Corporation 05/18/2004 Signature of Reporting Person Date Jonathan D. Sokoloff as Manager of GEI Capital III, LLC 05/18/2004 Signature of Reporting Person Date Jonathan D. Sokoloff as Vice President of LGP Management, Inc 05/18/2004 Signature of Reporting Person Date John G. Danhakl 05/18/2004 Signature of Reporting Person Date Peter J. Nolan 05/18/2004 Signature of Reporting Person Date John M. Baumer 05/18/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Green Equity Investors III, L.P. ("GEI III") and Green Equity Investors Side III, L.P. ("GEI Side III") are the direct owners of 3,396,937 shares of common stock, par value $0.001 per share of the Issuer (the "Shares"). GEI Side III is an affiliated fund of GEI III and invests in tandem with GEI III. GEI Side III's investments represent less than 1% of the amount invested in each transaction. GEI Capital III, LLC ("GEIC") is the general partner of GEI III and GEI Side III. Grand Avenue Associates, L.P. ("Grand Avenue") is a limited partner of GEI III. Grand Avenue Capital Corporation ("GACC") is the general partner of Grand Avenue. Leonard Green & Partners, L.P. ("LGP") is the management company of GEI III and GEI Side III and an affiliate of GEIC, Grand Avenue and GACC. LGP Management, Inc. ("LGPM") is the general partner of LGP. ( 2 )John G. Danhakl and Peter J. Nolan are each a director of the Issuer and a managing partner of LGP. John M. Baumer is a director of the Issuer and a partner of LGP. ( 3 )LGP, as the management company of GEI III and GEI Side III, LGPM, as the general partner of LGP, GEIC, as the general partner of GEI III and GEI Side III, Grand Avenue, as the limited partner of GEI III, GACC, as the general partner of Grand Avenue and Messrs. Danhakl, Nolan and Baumer directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owners of the Shares owned by GEI III and GEI Side III and, therefore, a "ten percent holder" hereunder. Each of LGP, LGPM, GEIC, Grand Avenue, GACC and Messrs. Danhakl, Nolan and Baumer disclaims beneficial ownership of the Shares reported herein, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of such securities for purposes of Section 16 or for any other purposes.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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