Item 5.02           Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(e)

1. On March 5, 2007, at a regularly scheduled meeting, the Compensation Committee of the Board of Directors of Heska Corporation (the “Company”), approved the following cash bonus payouts under the Company’s previously disclosed 2006 Management Incentive Plan to the Company’s Chief Executive Officer and other named executive officers:

* Dr. Verser voluntarily terminated her employment with the Company as of December 31, 2006.

2. On March 6, 2007, at a regularly scheduled meeting of the Board of Directors (the “Board) of the Company, the Board ratified and approved an amended and restated Director Compensation Policy for non-employee directors upon the recommendation of the Corporate Governance Committee. A copy of the revised policy is filed as Exhibit 10.1 to this report.

3. On March 6, 2007, at a regularly scheduled meeting of the Board, the Board approved an amendment to the 1997 Stock Incentive Plan (the “Plan”) to amend Section 3.2 of the plan which provided for an annual increase in shares available under the plan on January 1 of each year, also known as an evergreen provision, such that the last evergreen increase was on January 1, 2007 and no further annual increases would be permitted. The plan was also amended to remove Article 7 with respect to equity grants to our outside directors as such provisions are now included in the Director Compensation Policy. The amended Plan is filed as Exhibit 10.2 to this report.