content: <PAGE>
   
                       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)      October 13, 1996
                                                        ----------------
  
  
                            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            (510) 283-4573
                                                                --------------
  
  
                                    Inapplicable
                                    ------------
            (Former name or former address if changed since last report)
  
  
  Exhibit Index located on page 3
  <PAGE>
   
  Item 2.   Acquisition or Disposition of Assets
            ------------------------------------
  
            On October 13, 1996, Central Garden & Pet Company (the "Company")
            issued a press release announcing that it has entered into a
            definitive agreement (the "Agreement") to acquire assets comprising
            the flea and tick protection business in the United States and Canada
            of Sandoz, Ltd.  Under the terms of the Agreement, the Company will
            pay $41 million in cash to Sandoz.  The Company anticipates that it
            will use financing under its existing credit facility, to finance the
            acquisition.
  
  Item 7.   Financial Statements and Exhibits
            ---------------------------------
  
            (a)  See attached Exhibit Index.
  
                                         2
  <PAGE>
   
                                   EXHIBIT INDEX
  
  
  
  Number         Exhibit                                    Page Number
  ------         -------                                    -----------
  
  1.1            Press Release dated October 13, 1996.         5
  
                                         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
                                   and Chief Financial Officer
  
  Dated:  October 15, 1996
  
                                         4
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metadata_filer: {"company-data": {"conformed-name": "CENTRAL GARDEN & PET COMPANY", "cik": "0000887733", "assigned-sic": "5190", "irs-number": "680275553", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20242", "film-number": "96643775"}, "business-address": {"street1": "3697 MT DIABLO BLVD SUITE 300", "city": "LAFAYETTE", "state": "CA", "zip": "94549", "phone": "5102834573"}, "mail-address": {"street2": "3697 MT DIABLO BLVD SUITE 310", "city": "LAFAYETTE", "state": "CA", "zip": "94549"}}
text: 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)      October 13, 1996
                                                        ----------------
  
                            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            (510) 283-4573
                                                                --------------
  
                                    Inapplicable
                                    ------------
            (Former name or former address if changed since last report)
  
  Exhibit Index located on page 3
  Item 2.   Acquisition or Disposition of Assets
            ------------------------------------
  
            On October 13, 1996, Central Garden & Pet Company (the "Company")
            issued a press release announcing that it has entered into a
            definitive agreement (the "Agreement") to acquire assets comprising
            the flea and tick protection business in the United States and Canada
            of Sandoz, Ltd.  Under the terms of the Agreement, the Company will
            pay $41 million in cash to Sandoz.  The Company anticipates that it
            will use financing under its existing credit facility, to finance the
            acquisition.
  
  Item 7.   Financial Statements and Exhibits
            ---------------------------------
  
            (a)  See attached Exhibit Index.
  
                                         2
  EXHIBIT INDEX
  
  Number         Exhibit                                    Page Number
  ------         -------                                    -----------
  
  1.1            Press Release dated October 13, 1996.         5
  
                                         3
  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
                                   and Chief Financial Officer
  
  Dated:  October 15, 1996
  
                                         4