8-K/A: Current report filing

Published on April 3, 1997



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

______________


FORM 8-K/A
AMENDMENT NO. 1

CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported) January 20, 1997
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Central Garden & Pet Company
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(Exact name of registrant as specified in its charter)


Delaware 0-20242 68-0275553
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)


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


Registrant's telephone number, including area code (510) 283-4573
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Inapplicable
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(Former name or former address, if changed since last report)

Exhibit Index located on page 3

The purpose of this Form 8-K/A is to amend the Form 8-K, which was
filed on January 23, 1997, to change the number of shares reported in Item 2 and
to provide the required financial statements. The complete text of Item 2 is
set forth below.

Item 2. Acquisition or Disposition of Assets
------------------------------------

On January 20, 1997, Central Garden & Pet Company ("Central") issued a
press release announcing the consummation of the acquisition of the
outstanding stock of Four Paws Products, Ltd. ("Four Paws") for $45
million in cash and $10 million in Central common stock (449,944
shares). All of such shares were issued to Allen Simon, the sole
shareholder of Four Paws, and are subject to a lockup agreement which
provides for certain restrictions on the resale of such shares for a
period of two years. Four Paws is a manufacturer and distributor of
branded pet supply products based in Hauppauge, New York.

Item 7. Financial Statement and Exhibits
--------------------------------

(a)(1) Financial Statements of Four Paws are attached as Exhibit
1.3 hereto.

(a)(2) Independent Auditors' Report is included in Exhibit 1.3
hereto.

(b)(1) Pro Forma Financial Information is attached as Exhibit 1.4
hereto.

(c) See attached Exhibit Index.

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EXHIBIT INDEX



Number Exhibit
- ------ -------

1.1 Press Release dated January 20, 1997./*/

1.2 Stock Purchase Agreement dated as of
December 17, 1996./*/

1.3 Financial Statements of Four Paws (including
Independent Auditors' Report).

1.4 Pro Forma Financial Information.

1.5 Independent Auditors' Consent.



/*/ Incorporated by reference to Exhibits 1.1 and 1.2, respectively, of the
Company's Form 8-K Current Report filed on January 23, 1997.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

CENTRAL GARDEN & PET COMPANY



By /s/ Robert B. Jones
---------------------------------
Robert B. Jones, Vice President
and Chief Financial Officer

Dated: April 2, 1997

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