SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549


________________


SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No. 2)*



Central Garden & Pet Company

(Name of Issuer)


Common Stock

$0.01 Par Value

(Title of Class of Securities)


153527106

(CUSIP Number)


December 31, 2003

(Date of Event Which Requires Filing of this Statement)



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


[   ]

Rule 13d-1(b)

[X]

Rule 13d-1(c)

[   ]

Rule 13d-1(d)


__________________________

*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 provisions of the Act (however, see the Notes).


13G



CUSIP No. 153527106

 

Page 2 of 5 Pages



1

NAME OF REPORTING PERSON/

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only)

Richard S. Strong

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   [  ]

(b)   [  ]

3

SEC USE ONLY



4

CITIZENSHIP OR PLACE OF ORGANIZATION


USA

Number of

Shares Beneficially

Owned by Each

Reporting Person

With

5

SOLE VOTING POWER


0

 

6

SHARED VOTING POWER


751,910

 

7

SOLE DISPOSITIVE POWER


0

 

8

SHARED DISPOSITIVE POWER


751,910

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


751,910

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


N/A

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


4.1%

12

TYPE OF REPORTING PERSON


IN


13G


CUSIP No.  153527106

 

Page 3 of 5 Pages



Item 1(a).

Name of Issuer


Central Garden & Pet Company


Item 1(b).

Address of Issuer’s Principal Executive Offices


3697 Mt. Diablo Boulevard, Suite 310

Lafayette, California  94549

USA


Item 2(a).

Name of Person Filing


Richard S. Strong


Item 2(b).

Address of Principal Business Office


c/o Godfrey & Kahn, S.C.

780 N. Water Street

Milwaukee

Wisconsin 53202


Item 2(c).

Citizenship


U.S. Citizen


Item 2(d).

Title of Class of Securities


Common Stock, $0.01 Par Value.


Item 2(e).

CUSIP Number


153527106


Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:


N/A


13G


CUSIP No.  153527106

 

Page 4 of 5 Pages


Item 4.

Ownership


(a)

Amount beneficially owned:


See responses to Item 9 of the cover pages


(b)

Percent of Class:


See responses to Item 11 of the cover pages


 

(c)

Number of shares as to which such persons have:


(i)

Sole power to vote or to direct the vote:

0

(ii)

Shared power to vote or to direct the vote:

See responses to Item 6 of the cover pages.

(iii)

Sole power to dispose or to direct the disposition of:

0

(iv)

Shared power to dispose or to direct the disposition of:

See responses to Item 8 of the cover pages.


Item 5.

Ownership of Five Percent or Less of a Class


If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.


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 or Control Person


N/A


Item 8.

Identification and Classification of Members of the Group


N/A


13G


CUSIP No.  153527106

 

Page 5 of 5 Pages



Item 9.

Notice of Dissolution of Group


N/A



Item 10.

Certifications


By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that 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:  February 9, 2004

  /s/ Richard S. Strong                                                           

Richard S. Strong*