SEC FORM 5

SEC Form 5

FORM 5

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
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^*

WESTPHAL BRUCE A

(Last)

(First)

(Middle)

1340 TREAT BLVD., STE. 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	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2006

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

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)
Common Stock	01/30/2006		P4⁽¹⁾	100	A	$48.72	6,400	I	By L.P.⁽⁴⁾
Common Stock	01/30/2006		P4⁽¹⁾	160	A	$48.73	6,560	I	By L.P.⁽⁴⁾
Common Stock	05/04/2006		S4⁽²⁾	103	D	$46.57	6,457	I	By L.P.⁽⁴⁾
Common Stock	05/17/2006		P4⁽³⁾	4	A	$45.58	6,461	I	By L.P.⁽⁴⁾
Common Stock	06/27/2006		P4⁽³⁾	15	A	$41.87	6,476	I	By L.P.⁽⁴⁾
Common Stock	06/28/2006		P4⁽³⁾	16	A	$42.11	6,492	I	By L.P.⁽⁴⁾
Common Stock	06/30/2006		P4⁽³⁾	16	A	$43.54	6,508	I	By L.P.⁽⁴⁾
Common Stock							9,084	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 Exercise 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 Exercise 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)

Explanation of Responses:

1. Securities mistakenly purchased by financial planner.

2. Securities mistakenly sold by financial planner.

3. Securities mistakenly purchased by financial planner. These purchases are matchable under Section 16(b) of the Securities Exchange Act of 1934 with the reporting person's sale of the issuer's common stock at a price of $48.50 on February 8, 2006. The reporting person is the general partner of the limited partnership that holds these securities and the reporting person has a 0.1% pecuniary interest in the limited partnership's portfolio securities. The reporting person has paid the issuer $0.29, representing the full amount of the reporting person's proportionate interest in the profit realized in connection with these short-swing transactions.

4. Securities held by a limited partnership of which Mr. Westphal is general partner. Mr. Westphal disclaims beneficial ownership of the shares except to the extent of his 0.1% pecuniary interest therein.

	/s/ Glenn W. Novotny as Attorney-in-Fact for Bruce Westphal	11/13/2006
	** 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).
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