UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Pet DRx Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

715813101

(CUSIP Number)

December 4, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Cusip No. 715813101   13G Page 2 of 13 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield Partners Small Cap Value, L.P. 13-3688497
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a)  o (b)xReporting person is affiliated with other persons
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 1,706,423 (1)
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 1,706,423 (1)
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,706,423 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)  o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.85%(2)
12	TYPE OF REPORTING PERSON (See Instructions) PN

(1)    Includes 25,000 shares of Common Stock issuable upon conversion of the Issuer’s 12% Senior Convertible Note (“Note”), and 578,923 shares of Common Stock issuable upon the exercise of warrants held by the reporting person (“Warrants”).

(2)    Percentage of beneficial ownership is based on 23,690,460 shares of Common Stock outstanding as of October 31, 2009, as reported in the Issuer's Report on Form 10-Q for the quarterly period ended September 30, 2009 filed with the Commission on November 16, 2009 plus shares of Common Stock that may be acquired by the Wynnefield Reporting Persons upon conversion of all Notes held by the Wynnefield Reporting Persons and exercise of all Warrants held by the Wynnefield Reporting Persons.

Cusip No. 715813101   13G Page 3 of 13 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield Partners Small Cap Value, L.P. I 13-3953291
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a)  o (b)xReporting person is affiliated with other persons
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 1,429,768 (1)
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 1,429,768 (1)
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,429,768 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)                                                             o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.74%(2)
12	YPE OF REPORTING PERSON (See Instructions) PN

(1)   Includes 25,000 shares of Common Stock issuable upon conversion of the Note and 579,923 shares of Common Stock issuable upon the exercise of Warrants held by the reporting person.

(2)   Percentage of beneficial ownership is based on 23,690,460 shares of Common Stock outstanding as of October 31, 2009, as reported in the Issuer's Report on Form 10-Q for the quarterly period ended September 30, 2009 filed with the Commission on November 16, 2009 plus shares of Common Stock that may be acquired by the Wynnefield Reporting Persons upon conversion of all Notes held by the Wynnefield Reporting Persons and exercise of all Warrants held by the Wynnefield Reporting Persons.   

Cusip No. 715813101   13G Page 4 of 13 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a)  o (b)xReporting person is affiliated with other persons
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 753,000(1)
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 753,000(1)
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 753,000(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  3.02%(2)
12	TYPE OF REPORTING PERSON (See Instructions) CO

(1)   Includes 4,000 shares of Common Stock issuable upon the exercise of Warrants held by the reporting person.

(2)   Percentage of beneficial ownership is based on 23,690,460 shares of Common Stock outstanding as of October 31, 2009, as reported in the Issuer's Report on Form 10-Q for the quarterly period ended September 30, 2009 filed with the Commission on November 16, 2009 plus shares of Common Stock that may be acquired by the Wynnefield Reporting Persons upon conversion of all Notes and exercise of all Warrants held by the Wynnefield Reporting Persons.   

Cusip No. 715813101   13G Page 5 of 13 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield Capital Management, LLC 13-4018186
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a)  o (b)xReporting person is affiliated with other persons
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 3,136,191(1)
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 3,136,191 (1)
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,136,191 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)                         o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.59 %
12	TYPE OF REPORTING PERSON (See Instructions) OO (Limited Liability Company)

(1)   Wynnefield Capital Management, LLC holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P.I.

Cusip No. 715813101   13G Page 6 of 13 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Wynnefield Capital, Inc. 13-3688495
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a)  o (b)xReporting person is affiliated with other persons
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 753,000 (1)
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 753,000 (1)
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 753,000 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)                                              o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.02%
12	TYPE OF REPORTING PERSON (See Instructions) CO

(1)   Wynnefield Capital, Inc. holds an indirect beneficial interest in these shares which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd.

Cusip No. 715813101   13G Page 7 of 13 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Nelson Obus
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a)  o (b)xReporting person is affiliated with other persons
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION (a)United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 3,889,191(1)
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 3,889,191(1)
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,889,191 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.62 %
12	TYPE OF REPORTING PERSON* IN

(1)    Mr. Obus may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value Offshore Fund, Ltd, because he is a co-managing member of Wynnefield Capital Management, LLC and an executive officer of Wynnefield Capital, Inc. The filing of this Statement and any future amendment by Mr. Obus, and the inclusion of information herein and therein with respect to Mr. Obus, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Obus disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.

Cusip No. 715813101  13G Page 8 of 13 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Joshua Landes
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a)  o (b)xReporting person is affiliated with other persons
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION (b)United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER  3,889,191(1)
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 3,889,191(1)
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,889,191(1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.62 %
12	TYPE OF REPORTING PERSON* IN

(1)    Mr. Landes may be deemed to hold an indirect beneficial interest in these shares, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners Small Cap Value, L.P. I and Wynnefield Small Cap Value Offshore Fund, Ltd, because he is a co-managing member of Wynnefield Capital Management, LLC and an executive officer of Wynnefield Capital, Inc. The filing of this Statement and any future amendment by Mr. Landes, and the inclusion of information herein and therein with respect to Mr. Landes, shall not be considered an admission that he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial owner of any shares in which he does not have a pecuniary interest. Mr. Landes disclaims any beneficial ownership of the shares of Common Stock covered by this Statement.

Cusip No. 715813101   13G Page 9 of 13 Pages

Explanatory Note:

This Statement of Beneficial Ownership on Schedule 13G (the “Statement”) is being filed to amend the Reporting Persons’ (as defined below) Statement of Beneficial Ownership on Schedule 13D filed with the Securities and Exchange Commission on October 3, 2008, as  amended by Amendment No. 1 filed on April 8, 2009, to re-establish the Reporting Persons’ Schedule 13G eligibility pursuant to Rule 13d-1(h) under the Securities Exchange Act of 1934, as amended, since the Reporting Persons have determined that that they  no longer hold the Common Shares (as defined hereinafter) with a purpose or effect of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect.

Item 1(a).  Name of Issuer:

Pet DRx Corporation, a Delaware corporation (“Issuer”).

Item 1(b).  Address of Issuer’s Principal Executive Offices:

215 Centerview Drive, Suite 360, Brentwood, Tennessee 37027

Item 2(a). Name of Filing Person:  The “Reporting Persons” are:

Wynnefield Partners Small Cap Value, L.P. ("Partners")

Wynnefield Partners Small Cap Value, L.P. I ("Partners I")

Wynnefield Partners Small Cap Offshore Fund, Ltd. ("Fund")

Wynnefield Capital Management, LLC (“WCM”)

Wynnefield Capital, Inc. (“WCI”)

Nelson Obus (“Obus”)

Joshua Landes (“Landes”)

Item 2(b).  Address of Principal Business Office or, if none, Residence:

450 Seventh Avenue, Suite 509, New York, New York 10123

Item 2(c).  Citizenship:

Partners and Partners I are Delaware Limited Partnerships.

Cusip No. 715813101   13G Page 10 of 13 Pages

Fund is a Cayman Islands Company.

WCM is a New York Limited Liability Company.

WCI is a Delaware Corporation.

Mr. Obus is a United States citizen.

Mr. Landes is a United States citizen.

Item 2(d).  Title of Class of Securities:

Common Stock, $0.0001 stated value per share (the “Common Shares”)

Item 2(e).  CUSIP Number:

715813101

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

None of the reporting persons is an entity specified in Rule 13d-1(b) (1)(ii).

Item 4.  Ownership:

(a) Amount beneficially owned by all Reporting Persons: 3,889,191 Common Shares

(b) Percent of class: 15.62% of the outstanding Common Shares (the percentage of shares owned being based upon 23,690,460 Common Shares outstanding as of October 31, 2009, as set forth in the Issuer’s most recent report on Form 10-Q for the period ended September 30, 2009, filed with the Securities and Exchange Commission on November 16, 2009) plus shares of Common Shares that may be acquired by all Reporting Persons upon conversion of all applicable Notes and exercise of all applicable Warrants.   

(c) Number of shares as to which the Reporting Persons have:

(i) sole power to vote or to direct the vote: 3,889,191 Common Shares

(ii) shared power to vote or to direct the vote: 0

(iii) sole power to dispose or to direct the disposition: 3,889,191 Common   Shares

(iv) shared power to dispose or to direct the disposition: 0

Cusip No. 715813101   13G Page 11 of 13 Pages

Item 5. Ownership of Five Percent or Less of a Class:

Not applicable.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable.

Item 8.  Identification and Classification of Members of the Group:

See Item 2.

Item 9.  Notice of Dissolution of Group:

Not applicable.

Item10.    Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Cusip No. 715813101   13G Page 12 of 13 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:   December 4, 2009

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.
By:	Wynnefield Capital Management, LLC, General Partner
	By:	/s/ Nelson Obus
		Nelson Obus, Co-Managing Member
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I
By:	Wynnefield Capital Management, LLC, General Partner
	By:	/s/ Nelson Obus
		Nelson Obus, Co-Managing Member
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.
By:	Wynnefield Capital, Inc.
	By:	/s/ Nelson Obus
		Nelson Obus, President
WYNNEFIELD CAPITAL MANAGEMENT, LLC
By:	/s/ Nelson Obus
	Nelson Obus, Co-Managing Member

Cusip No. 715813101   13G Page 13 of 13 Pages

WYNNEFIELD CAPITAL, INC.
By:	/s/ Nelson Obus
	Nelson Obus, President
/s/ Nelson Obus
Nelson Obus
/s/ Joshua H. Landes
Joshua H. Landes