PROSPECTUS SUPPLEMENT NO. 5                    Filed Pursuant to Rule 424(B)(3)
(To Prospectus Dated March 18, 1997,       Registration Statement No. 333-21603 
As Supplemented By Prospectus Supplement
No. 1 Dated April 8, 1997, Prospectus 
Supplement No. 2 Dated May 14, 1997,
Prospectus Supplement No. 3 Dated July 
16, 1997 and Prospectus Supplement No. 4
Dated December 2, 1997)



                   [CENTRAL GARDEN & PET LOGO APPEARS HERE]


                                 $115,000,000
                  6% CONVERTIBLE SUBORDINATED NOTES DUE 2003
                                      AND
                            SHARES OF COMMON STOCK
                       ISSUABLE UPON CONVERSION THEREOF

     This Prospectus Supplement supplements information contained in that
certain Prospectus dated March 18, 1997, as amended or supplemented (the
"Prospectus") of Central Garden & Pet Company relating to the potential sale
from time to time of up to $115,000,000 aggregate principal amount of Notes and
the Conversion Shares by the Selling Securityholders.  This Prospectus
Supplement is not complete without, and may not be delivered or utilized except
in connection with, the Prospectus, including any amendments or supplements
thereto.  Capitalized terms used herein but not defined have the meanings
assigned to such terms in the Prospectus.

     The following table supplements the information set forth in the Prospectus
under the caption "Selling Securityholders" with respect to the Selling
Securityholders and the respective principal amounts of Notes and Conversion
Shares beneficially owned by such Selling Securityholder that may be offered
pursuant to the Prospectus:

                                                                                                    
Donaldson, Lufkin & Jenrette Sec. Corp.         320,000         *               11,428          *               *
McMahan Securities Company, L.P.                50,000          *               1,785           *               *
 
 

     The line "Any other holder of Notes or future transferee from any such
holder ... 1,640,000, 1.4, 58,571, *, *" (other than the footnotes thereto which
remain unchanged) contained in the table set forth in the Prospectus under the
caption "Selling Securityholders" shall be deleted in its entirety and replaced
with the following:

                                                                                                  
Any other holder of Notes or future or future 
transferee from any such holder(8)(9)           1,270,000       1.1             45,357          *               *
 
 

     All information in this Prospectus Supplement is as of March 16, 1998.



           THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MARCH 17, 1998