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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Central Garden & Pet Co.
_____________________________
(Name of Issuer)
Common Stock
______________________________
(Title of Class of Securities)
5352710
______________
(CUSIP Number)
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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).
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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
NUMBER OF 5. SOLE VOTING POWER 925,400
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 230,500
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 1,451,900
REPORTING
PERSON 8. SHARED DISPOSITIVE POWER 0
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 1,455,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.85%
12. TYPE OF REPORTING PERSON*
Investment Advisor
*SEE INSTRUCTION
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No.: Date: 12/6/96
Fee Being Paid: YES
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: 1,455,000
Item 4 (b) Percent of class: 11.85%
Item 4 (c) (i) sole power to vote: 925,400
(ii) shared power to vote: 230,500
(iii) sole power to dispose: 1,451,900
(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.
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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
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