Form 5/A CENTRAL GARDEN & PET CO For: Sep 26 Filed by: BROWN WILLIAM E (10K)

FORM 5/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

BROWN WILLIAM E

(Last)

(First)

(Middle)

1340 TREAT BLVD., SUITE 600

(Street)

WALNUT CREEK

94597

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CENTRAL GARDEN & PET CO [CENT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman and CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/26/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/04/2009

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date(Month/Day/Year)	2A. Deemed Execution Date, if any(Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date(Month/Day/Year)	2A. Deemed Execution Date, if any(Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/27/2009		G	27,000	D	$ 0	3,213,585	D
Class A Common Stock	07/31/2009		G	39,700	D	$ 0	3,173,885	D
Class A Common Stock	07/31/2009		G	34,500	A	$ 0	159,000	I ⁽¹⁾	By Irrevocable Trusts
Class A Common Stock	09/23/2009		G	4,000	D	$ 0	3,169,885	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Excercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any(Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Excercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any(Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$ 10	12/23/2008		A4	250,000		⁽²⁾	06/18/2014	Class A Common Stock	250,000	$ 0	250,000	D
Stock Option (right to buy)	$ 12.5	12/23/2008		A4	250,000		⁽²⁾	06/18/2014	Class A Common Stock	250,000	$ 0	250,000	D
Stock Option (right to buy)	$ 15	12/23/2008		A4	250,000		⁽²⁾	06/18/2014	Class A Common Stock	250,000	$ 0	250,000	D
Stock Option (right to buy)	$ 10	12/23/2008		A4	250,000		⁽³⁾	06/18/2014	Common Stock	250,000	$ 0	250,000	D
Stock Option (right to buy)	$ 12.5	12/23/2008		A4	250,000		⁽³⁾	06/18/2014	Common Stock	250,000	$ 0	250,000	D
Stock Option (right to buy)	$ 15	12/23/2008		A4	250,000		⁽³⁾	06/18/2014	Common Stock	250,000	$ 0	250,000	D

Explanation of Responses:

1. On July 31, 2009, the Reporting Person contributed a total aggregate amount of 34,500 shares of Class A Common Stock of the Issuer for the benefit of various family Irrevocable Trusts. These securities are owned directly by each of the Irrevocable Trusts and indirectly by the Reporting Person and his spouse as co-trustees of the Irrevocable Trusts. The Reporting Person and his spouse, as co-trustees, have and share investment control over the securities held in each of the Irrevocable Trusts but disclaim beneficial ownership of the reported securities held by the Irrevocable Trusts except to the extent of his and his wife's pecuniary interest therein.

2. On June 18, 2008, the Issuer's Compensation Committee granted the Reporting Person a performance-based premium priced option to purchase 250,000 shares of Class A Common Stock of the Issuer, which option was reported in the Issuer's proxy statement on Schedule 14A filed on January 2, 2009. The closing price of the Issuer's Class A Common Stock on the date of grant was $4.07 per share. The option vests in five equal annual installments beginning June 18, 2009 based on the satisfaction of certain annual performance targets for each of the fiscal years ending September 2008, 2009, 2010, 2011 and 2012. The Issuer's Compensation Committee determined on December 23, 2008, that 60% of the performance targets for fiscal 2008 were met which resulted in the vesting on June 18, 2009, of the option to purchase 30,000 shares. The option to purchase the remaining 20,000 shares for fiscal 2008 may vest in the future if certain cumulative performance targets are met.

3. On June 18, 2008, the Issuer's Compensation Committee granted the Reporting Person a performance-based premium priced option to purchase 250,000 shares of Common Stock of the Issuer, which option was reported in the Issuer's proxy statement on Schedule 14A filed on January 2, 2009. The closing price of the Issuer's Common Stock on the date of grant was $4.67 per share. The option vests in five equal annual installments beginning June 18, 2009 based on the satisfaction of certain annual performance targets for each of the fiscal years ending September 2008, 2009, 2010, 2011 and 2012. The Issuer's Compensation Committee determined on December 23, 2008, that 60% of the performance targets for fiscal 2008 were met which resulted in the vesting on June 18, 2009, of the option to purchase 30,000 shares. The option to purchase the remaining 20,000 shares for fiscal 2008 may vest in the future if certain cumulative performance targets are met.

	/s/ William E. Brown	11/06/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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