8-K/A: Current report filing

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) February 27, 1998
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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 4

The purpose of this Form 8-K/A is to amend the Form 8-K, which was
filed on March 11, 1998, to provide the required financial statements.

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

(a)(1) Financial Statements of Pennington Seed, Inc. are attached
as Exhibit 1.4 hereto.

(a)(2) Independent Auditors' Reports are included in Exhibit 1.4
hereto.

(b)(1) Pro Forma Financial Information is attached as Exhibit 1.5
hereto.

(c) See attached Exhibit Index.

2

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
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Robert B. Jones, Vice President
and Chief Financial Officer

Dated: May ____, 1998

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EXHIBIT INDEX