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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person * HEIM JAMES V   2. Issuer Name and Ticker or Trading Symbol CENTRAL GARDEN & PET CO [CENT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President of Pet Products (Last) (First) (Middle) 1340 TREAT BLVD., SUITE 600 3. Date of Earliest Transaction (Month/Day/Year) 08/20/2006 (Street) WALNUT CREEK, CA 94549 4. If Amendment, Date 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 (City) (State) (Zip) 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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/20/2006   F(1)   1,341 D $ 42.5 13,659 D   Common Stock 05/22/2007   M(2)   5,000 A $ 10.47 18,659 D   Common Stock 05/22/2007   S   7,309 D $ 14.26 11,350 D   Class A Common Stock 05/22/2007   M(2)   10,000 A $ 10.39 40,000 D   Class A Common Stock 05/22/2007   S   14,818 D $ 13.31 25,182 D

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 10.47

05/22/2007

M

5,000

(3)

08/21/2010

Common Stock

5,000

$ 0

15,000

D

Stock Option (right to buy)

$ 10.39

05/22/2007

M

10,000

(4)

08/21/2010

Class A Common Stock

10,000

$ 0

30,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HEIM JAMES V 1340 TREAT BLVD., SUITE 600 WALNUT CREEK, CA 94549			President of Pet Products

Signatures

/s/ James V. Heim		05/23/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares withheld by the Issuer in payment of the withholding tax liability incurred upon the vesting of 25%, or 3,750 shares, of the restricted stock award on August 20, 2006. The amount of shares withheld is based on the closing sales price on August 18, 2006, the last sales price before the vesting date.
(2)	Options granted under Central Garden & Pet Company 2003 Omnibus Equity Incentive Plan pursuant to Rule 16b-3(d).
(3)	These options are exercisable in four installments. Of the 20,000 options, 25% vested on August 20, 2006 and 25% will vest upon the completion of each of 36 months, 48 months and 60 months of continuous employment after the date of the grant of August 20, 2004.
(4)	These options are exercisable in four installments. Of the 40,000 options, 25% vested on August 20, 2006 and 25% will vest upon the completion of each of 36 months, 48 months and 60 months of continuous employment after the date of the grant of August 20, 2004.

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