CERTIFICATE OF AMDNT TO CERT. OF INCORPORATION

EXHIBIT 3.1.1


CERTIFICATE OF AMENDMENT OF
THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION


Central Garden & Pet Company, a corporation organized and

existing under and by virtue of the General Corporation Law of the State of

Delaware, DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of Central Garden &

Pet Company resolutions were duly adopted setting forth a proposed amendment to

the Third Amended and Restated Certificate of Incorporation of said corporation,

declaring said amendment to be advisable and calling a meeting of the

stockholders of said corporation for consideration thereof. The resolution

setting forth the proposed amendment is as follows:

RESOLVED, that Article FIFTH, Section 1 of the Third Amended and

Restated Certificate of Incorporation of this Corporation be amended to read as

follows:

FIFTH: Section 1. Classes and Number of Shares.

The total number of shares of all classes of stock which this
corporation shall have authority to issue is 84,000,000 shares which will
consist of Preferred Stock and Common Shares. Common Shares will consist of two
classes of stock--Common Stock and Class B stock. The classes and the aggregate
number of shares of stock of each class which this corporation shall have
authority to issue are as follows:

(i) 80,000,000 shares of Common Stock, $0.01 par value per share
(hereinafter the "Common Stock");

(ii) 3,000,000 shares of Class B Stock, $0.01 par value per share
(hereinafter the "Class B Stock");

(iii) 1,000,000 shares of Preferred Stock, $0.01 par value per share,
with such rights, privileges, restrictions and preferences as the Board of
Directors may authorize from time to time (hereinafter the "Preferred Stock").

SECOND: That thereafter, pursuant to resolution of its Board of

Directors, an annual meeting of the stockholders of said corporation was duly

called and held, upon notice in accordance with Section 222 of the General

Corporation Law of the State of Delaware, at which

meeting the necessary number of shares as required by statute were voted in

favor of the amendments.

THIRD: That said amendments were duly adopted in accordance with the

provisions of Section 242 of the General Corporation Law of the State of

Delaware .

IN WITNESS WHEREOF, said Central Garden & Pet Company has caused this

certificate to be signed by William E. Brown, its Chairman, and attested by

Robert B. Jones, its Secretary, this 23rd day of February, 1998.


CENTRAL GARDEN & PET COMPANY


By /s/ William E. Brown
-----------------------------
William E. Brown, Chairman


ATTEST:

By /s/ Robert B. Jones
------------------------------
Robert B. Jones, Secretary

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