EXHIBIT 4.1


                            AMENDMENT NO. 3 TO THE
                         CENTRAL GARDEN & PET COMPANY
                      1993 OMNIBUS EQUITY INCENTIVE PLAN

     CENTRAL GARDEN & PET COMPANY, having adopted the Central Garden & Pet
Company 1993 Omnibus Equity Incentive Plan (the "Plan"), effective as of October
19, 1993, and amended the Plan on two subsequent occasions, hereby again amends
the Plan, effective as of November 6, 1997, by deleting the numeral 2,000,000
from the first sentence of Section 4.1 thereof and substituting the numeral
4,000,000 therefor.

     IN WITNESS WHEREOF, Central Garden & Pet Company, by its duly authorized
officer, has executed this Amendment No. 3 to the Plan on the date indicated
below.

                                         CENTRAL GARDEN & PET COMPANY




Dated:  December 9, 1997                 By  /s/ Robert B. Jones   
                                             ----------------------------------
                                         Title  Vice President and Chief 
                                                Financial Officer