CENTRAL GARDEN & PET COMPANY
8-K, 1999-06-15
MISCELLANEOUS NONDURABLE GOODS
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                  ___________

                                   FORM 8-K

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



Date of Report (Date of earliest event reported)            June 11, 1999
                                                  ------------------------------

                         Central Garden & Pet Company
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)



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


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


Registrant's telephone number, including area code     (925) 283-4573
                                                   -----------------------------

                                 Inapplicable
- --------------------------------------------------------------------------------
         (Former name or former address if changed since last report)



Exhibit Index located on page 3
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Item 5.   Other Events

          On June 11, 1999, Central Garden & Pet Company (the "Company") issued
          a press release announcing that the Company's Board of Directors has
          authorized an increase of $25 million in the Company's share
          repurchase program, bringing the existing program from $80 million to
          $105 million.

Item 7.   Financial Statement and Exhibits

          (a)  Not applicable

          (b)  Not applicable

          (c)  See attached Exhibit Index.

                                       2
<PAGE>

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Number    Exhibit                                 Page Number
- ------    -------                                 -----------
<S>       <C>                                     <C>
99.1      Press Release dated June 11, 1999.          5
</TABLE>

                                       3
<PAGE>

                                  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, Chief
                               Financial Officer and Secretary

Dated:  June 11, 1999

                                       4

<PAGE>

[LOGO OF CENTRAL GARDEN & PET]
                                                                Corporate Office
                                                3697 Mt. Diablo Blvd., Suite 310
                                                             Lafayette, CA 94549
                                                                   925) 283-4573
                                                              Fax (925) 283-4984
FOR IMMEDIATE RELEASE
                              Contacts:   Gregory Reams
                                          Central Garden & Pet
                                          (925) 283-4573

            CENTAL GARDEN & PET INCREASES SHARE REPURCHASE PROGRAM
                           BY ADDITIONAL $25 MILLION
                       _________________________________

     LAFAYETTE, CALIFORNIA, JUNE 11, 1999 - Central Garden & Pet Company
(NASDAQ: CENT), the nation's leading supplier of consumer lawn and garden and
pet supply products, announced today that the Company's Board of Directors has
authorized an increase of $25 million in the Company's share repurchase program,
bringing the existing program from $80 million to $105 million. To date, the
Company has repurchased 6.0 million shares for approximately $77.6 million.

     Purchases will be made through brokers and dealers in the public market or
privately negotiated transactions with nonaffiliated stockholders.

     Central Garden & Pet Company is the nation's leading supplier of consumer
lawn and garden and pet supply products and a manufacturer of proprietary
branded products, including Pennington Seed(R), Kaytee(R), TFH(R), Nylabone(R),
Zodiac(R), and Four Paws(R) pet products, Island(R) aquariums, Matthews(R) Four
Seasons products and Grant's(R) ant control products. Central offers customers a
wide array of value-added services designed to increase the sales and
profitability of both manufacturers and retailers, including inventory
management, advertising and promotional programs, in-store service and display
building and sales program development.

     "Safe Harbor" Statement under the Private Securities Litigation Reform Act
of 1995: The statements contained in this release which are not historical facts
are forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those set forth in or
implied by forward-looking statements. These risks are described in the
Company's Securities and Exchange Commission filings.

                                      ###


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