Form: SC 13G/A

Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

January 13, 1997

SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

Published on January 13, 1997





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G


Under the Securities Exchange Act of 1934
(Amendment No. 1)*


Central Garden & Pet Co.
(Name of Issuer)


Common Stock
(Title of Class of Securities)

15352710
(CUSIP Number)



*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

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 ("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).





SCHEDULE 13G


CUSIP No. 15352710

1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Warburg, Pincus Counsellors, Inc.
13-2673503

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]

3. SEC USE ONLY

4. CITIZENSHIP OR PLACE OF ORGANIZATION

United States

5. SOLE VOTING POWER 925,400

NUMBER OF 6. SHARED VOTING POWER 255,500
SHARES
BENEFICIALLY
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 1,481,600
REPORTING
PERSON 8. SHARED DISPOSITIVE POWER 0
WITH


9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,484,700

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.10%

12. TYPE OF REPORTING PERSON*

Investment Advisor


*SEE INSTRUCTION








SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934

Amendment No.: 1 Date: 1/9/97


Item 1 (a) Name of issuer: Central Garden & Pet Co.
Item 1 (b) Address of issuer's principal executive offices:

3697 Mount Diablo Boulevard Suite 310
Lafayette, CA 94549

Item 2 (a) Name of person filing:

Warburg, Pincus Counsellors, Inc.

Item 2 (b) Address of principal business office:

466 Lexington Avenue
New York, NY 10017

Item 2 (c) Citizenship: United States

Item 2 (d) Title of class of securities: Common Stock

Item 2 (e) Cusip No.: 15352710

Item 3 Type of Person: Investment Advisor

Item 4 (a) Amount beneficially owned: 1,484,700

Item 4 (b) Percent of class: 12.10%

Item 4 (c) (i) sole power to vote: 925,400
(ii) shared power to vote: 255,500
(iii) sole power to dispose: 1,481,600
(iv) shared power to dispose: 0

Item 5 Ownership of 5 percent or less of a class: Not Applicable

Item 6 Ownership of more than 5 percent on behalf of another person:
Warburg, Pincus Counsellors, Inc. serves as Investment
Advisor to many accounts. The securities which are the
subject of this report are owned by our accounts. None of
these accounts, individually, own more than 5% of the
securities which are the subject of this report.





Item 7 Identification and classification of subsidiary: Not Applicable

Item 8 Identification and classification of members
of the group: Not Applicable

Item 9 Notice of dissolution of the group: Not Applicable

Item 10 Certification:

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

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.


/s/ Linda S. Iovan
--------------------------------
Linda S. Iovan
Vice President