Form: S-3

Registration statement for specified transactions by certain issuers

February 11, 1997

Documents

FORM T-1

Published on February 11, 1997



Exhibit 25.1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM T-l

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE

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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(B)(2)_________

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CHEMICAL TRUST COMPANY OF CALIFORNIA
(formerly Manufacturers Hanover Trust Company of California)
(Exact name of trustee as specified in its charter)

CALIFORNIA 94-2926573
(State of incorporation I.R.S. employer
if not a national bank) identification No.)

101 California Street
San Francisco, California 94111
(Address of principal executive offices) (Zip Code)

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CENTRAL GARDEN & PET COMPANY
(Exact name of obligor as specified in its charter)

DELAWARE 68-0275553
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)

3697 Mt. Diablo Boulevard
LaFayette, California 94549
(Address of principal executive offices) (Zip Code)

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Convertible Subordinated Notes
(Title of the indenture securities)

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GENERAL

ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which
it is subject.

Superintendent of Banks of the State of California,
235 Montgomery Street, San Francisco, California 94104-2980.
Board of Governors of the Federal Reserve System,
Washington, D.C. 20551

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

ITEM 16. LIST OF EXHIBITS

List below all exhibits filed as a part of this Statement of Eligibility.

1. A copy of the Articles of Incorporation of the Trustee as now in
effect, including the Restated Articles of Incorporation dated December 23, 1986
and the Certificate of Amendment dated March 26, 1992 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 33-55136, which is
incorporated by reference).

2. A copy of the Certificate of Authority of the Trustee to Commence
Business (See Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-55136, which is incorporated by reference).

3. Authorization to exercise corporate trust powers (Contained in
Exhibit 2).

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 33-55136, which is
incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 21(b) of the Act
(See Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-55136, which is incorporated by reference).

7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

8. Not applicable.

9. Not applicable.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chemical Trust Company of California, a corporation organized and
existing under the laws of the State of California, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of San Francisco and State of
California, on the 4th day of February, 1997.

CHEMICAL TRUST COMPANY OF CALIFORNIA



By /s/ James Nagy
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JAMES NAGY
Assistant Vice President



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EXHIBIT 7. REPORT OF CONDITION OF THE TRUSTEE.
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TRUST COMPANY


CONSOLIDATED REPORT OF CONDITION OF Chemical Trust Company of California
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(Legal Title)

LOCATED AT San Francisco San Francisco CA 94111
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(City) (County) (State) (Zip)

AS OF CLOSE OF BUSINESS ON December 31, 1996 BANK NO. 1476
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ASSETS DOLLAR AMOUNT IN THOUSANDS





1. Cash and due from banks 10,939
2. U.S. Treasury securities 10,215
3. Obligations of other U.S. Government agencies and corporations
4. Obligations of States and political subdivisions
5. Other securities (including $____________corporate stock
(a) Loans
(b) Less: Reserve for possible loan losses
(c) Loans (Net)
7. Bank Premises, furniture and fixtures and other assets representing
bank premises (including $ -0- capital leases) 103
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8. Real estate owned other than bank premises
9. Investments in subsidiaries not consolidated
10. Other assets (complete schedule on reverse)
(including $_____________ intangibles) 939

11. TOTAL ASSETS 22,196

LIABILITIES

12. Liabilities For borrowed money
13. Mortgage indebtedness (including $_________ capital leases)
14. Other liabilities (complete on schedule on reverse 2,699
15. TOTAL LIABILITIES 2,699
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16. Capital notes and debentures

SHAREHOLDERS EQUITY

17. Preferred stock--
(Number shares outstanding _____________) Amount $
18. Common stock--
(Number shares authorized 100 ) Amount $
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(Number shares outstanding 100 ) Amount $ 10
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19. Surplus Amount $ 9,990
20. TOTAL CONTRIBUTED CAPITAL 10,000
21. Retained earnings and other capital reserves 9,497
22. TOTAL SHAREHOLDERS EQUITY 19,497
23. TOTAL LIABILITIES AND CAPITAL ACCOUNTS 22,196
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MEMORANDA

1. Assets deposited with State Treasurer to qualify for exercise of fiduciary
powers (market value) 605
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The undersigned, Francis J. Farrell, VP & Manager and Frank J. Seidel, Vice President
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(Name and Title) (Name and Title)

of the above named trust company, each declares, for himself alone and not for
the other: I have a personal knowledge of the matters contained in this report
(including the reverse side hereof), and I believe that each statement in said
report is true. Each of the undersigned, for himself alone and not for the
other, certifies under penalty of perjury that the foregoing is true and
correct.

Executed on 1/30/97 , at San Francisco , California
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(Date) (City)

s/Francis J. Farrell s/Frank J. Seidel
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(Signature) (Signature)



SCHEDULE OF OTHER ASSETS


Accounts Receivable $422
Accrued Interest 37
Deferred Taxes 396
Other 84
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Total (same as Item 10) $939

SCHEDULE OF OTHER LIABILITIES

Accrued Income Taxes $1,507
Accrued Expenses & A/P 377
Accrued Pension & Benefits 815
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Total (same as Item 14) $2,699



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