887733--11/26/2008--CENTRAL_GARDEN_&_PET

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{stock, price, share}

{condition, economic, financial}

{debt, indebtedness, cash}

{product, market, service}

{operation, natural, condition}

{customer, product, revenue}

{cost, regulation, environmental}

{gas, price, oil}

{system, service, information}

{product, liability, claim}

{personnel, key, retain}

{acquisition, growth, future}

{stock, price, operating}

Our operating results and cash flow are susceptible to fluctuations. Seeds and grains we use to produce bird feed and grass seed are commodity products subject to price volatility that has had, and could have, a negative impact on us. A decline in consumers discretionary spending or a change in consumer preferences could reduce our sales and harm our business. Inflation, economic uncertainty and adverse macro-economic conditions may harm our business. Supply disruptions in pet birds and small animals may negatively impact our sales. Our lawn and garden sales are highly seasonal and subject to adverse weather. Rising energy prices could adversely affect our operating results. If we experience adverse financial results in fiscal 2009, we may be required to amend the financial covenants of our credit agreement which could include an increase in the interest margin on loans or additional fees. This could materially impact our ability to finance our future operations, future acquisitions or capital needs. Deterioration in operating results given our current outstanding indebtedness and seasonal borrowing needs could adversely affect our financial results and prevent us from fulfilling our obligations under the terms of our indebtedness. The decline in our stock price could limit our ability to issue equity and increase dilution to our shareholders. We may not be able to borrow the additional capital to provide us with sufficient liquidity and capital resources necessary to meet our future financial obligations. We depend on a few customers for a significant portion of our business. We may be adversely affected by trends in the retail industry. We cannot be certain that our product innovations and marketing successes will continue. Competition in our industries may hinder our ability to execute our business strategy, increase our profitability or maintain relationships with existing customers. Our acquisition strategy involves a number of risks. Our success depends upon our retaining key personnel. We are implementing a new enterprise resource planning information technology system. Some of the products that we manufacture and distribute require governmental permits and also subject us to potential environmental liabilities. Our business is dependent upon our ability to continue to source products from China. The products that we manufacture could expose us to product liability claims. We do not expect to pay dividends in the foreseeable future. We may issue additional shares of our common stock or Class A common stock that could dilute the value and market price of your common stock. Our Chairman, through his holdings of our Class B common stock, could greatly influence control of the Company, which may discourage potential acquisitions of our business and could have an adverse effect on the market price of our common stock and our Class A common stock. We have authorized the issuance of shares of common stock, Class A common stock and preferred stock, which may discourage potential acquisitions of our business and could have an adverse effect on the market price of our common stock and our Class A common stock.

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887733--11/26/2008--CENTRAL_GARDEN_&_PET_CO