Central Garden & Pet Co - Amended Statement of Ownership (SC 13G/A)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934

CENTRAL GARDEN & PET CO
(Name of Issuer)

Common Stock - Class A Non-Voting
(Title of Class of Securities)

153527205
(CUSIP NUMBER)

Check the appropriate box to designate the rule pursuant to
Which this Schedule is filed:

[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

Check the following box is a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provision of the Act (however, see the Notes).

CUSIP NO. 153527205

1. NAME OF REPORTING PERSON & I.R.S. IDENTIFICATION NO.

Reed Conner & Birdwell, LLC ("RCB") I.R.S. 95-4833644

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) [ ]
N/A (b) [ ]

3. SEC USE ONLY


4. CITIZENSHIP OF PLACE OR ORGANIZATION

 Delaware

NUMBER OF 5. SOLE VOTING POWER 8,170,464
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 8,170,464
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 0

9. AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON

8,170,464

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
 CERTAIN SHARES* [ ]

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

16.94%

12. TYPE OF REPORTING PERSON*

IA

Cusip # 153527205
Item 1: Reporting Person - Donn B. Conner
Item 4: U.S.A.
Item 5: 8,170,464
Item 6: None
Item 7: 8,170,464
Item 8: None
Item 9: 8,170,464
Item 11: 16.94%
Item 12: IN

Cusip # 153527205
Item 1: Reporting Person - Jeff Bronchick
Item 4: U.S.A.
Item 5: 8,170,464
Item 6: None
Item 7: 8,170,464
Item 8: None
Item 9: 8,170,464
Item 11: 16.94%
Item 12: IN

Item 1.

(a) Name of Issuer: CENTRAL GARDEN & PET COM

(b) Address of Issuer's Principal Executive Offices

1340 TREAT BOULEVARD
SUITE 600
WALNUT CREEK, CA 94597

Item 2.

(a) Name of Person Filing: Reed Conner & Birdwell, LLC

(b) Address of Principal Office:

11111 Santa Monica Boulevard
Suite 1700
Los Angeles, CA 90025

(c) Citizenship: Delaware LLC

(d) Title and Class of Securities: Common Stock Class A

(e) CUSIP Number: 153527205
Item 3. If this statement if filed pursuant to 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:

(e) [X] An investment adviser in accordance with 240.13d-
 1(b)(1)(ii)(E)

Item 4. Ownership

Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer
identified in Item 1.

(a) Amount beneficially owned: Reed Conner & Birdwell 8,170,464

(b) Percent of Class: 16.94%

(c) Number of Shares as to which person has:

 (i) Sole power to vote or to direct the vote 8,170,464

 (ii) Shared power to vote or to direct the vote 0

 (iii) Sole power to dispose or to direct the disposition
 of 8,170,464

 (iv) Sole power to dispose or to direct the disposition of
 0

Item 5. Ownership of Five Percent or Less of a Class

N/A


Item 6. Ownership of More than Five Percent on Behalf of
 Another Person.

N/A


Item 7. Identification and Classification of the Subsidiary
 Which Acquired the Security Being Reported on By the
 Parent Holding Company

N/A


Item 8. Identification and Classification of Members of the
 Group

N/A

Item 9. Notice of Dissolution of Group

N/A

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant
in any transaction having such purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.

Dated: August 12, 2008


Reed Conner & Birdwell, LLC.


By: /S/ Donn B. Conner
----------------------------------
Donn B. Conner, President & CEO


By: /S/ Jeffrey Bronchick
----------------------------------
Jeffrey Bronchick, CIO






JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(F)(1)


This agreement is made pursuant to Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934 (the "Act") by and among the
parties listed below, each referred to herein as a "Joint Filer."
The Joint Filers agree that a statement of beneficial ownership
as required by Section 13(d) of the Act and the Rules thereunder
may be filed on each of their behalf on Schedule 13D or Schedule 13G,
as appropriate, and that said joint filing may thereafter be
amended by further joint filings. The Joint Filers states that
they each satisfy the requirements for making a joint filing under
Rule 13d-1.


Dated: August 12, 2008


By: /S/ Donn B. Conner
-----------------------------------
Donn B. Conner, President & CEO


By: /S/ Jeffrey Bronchick
-----------------------------------
Jeffrey Bronchick, CIO

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