On February 9, 2009, the Board of Directors of Central Garden & Pet Company (the "Company") amended, effective immediately, the first sentence of Article II,
Section 1(c) of its By-laws to read in its entirety as follows:

"Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time only by the Chairman of the Board of Directors or the Board of Directors of the Corporation pursuant to a resolution adopted by a majority of the total number of authorized directors constituting the whole Board of Directors, or at the request in writing of stockholders owning not less than thirty-five percent (35%) of the voting power of the Corporation."

A copy of the amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.

(d) Exhibits.

Exhibit No.       Description

    3.1           Amendment to the By-laws of the corporation, effective as of
                  February 9, 2009