Sec Form 4 Filing - HARBERT MANAGEMENT CORP @ CENTRAL GARDEN & PET CO - 2008-03-24

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 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 HARBERT MANAGEMENT CORP 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE RIVERCHASE PARKWAY SOUTH, 3. Date of Earliest Transaction (MM/DD/YY) 03/24/2008 (Street) BIRMINGHAM, AL35244 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

$ 4.71 Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/24/2008 S 106,864 D $ 4.23 1,803,619 ( 1 ) I By Harbinger Capital Partners Master Fund I, Ltd. Common Stock 03/24/2008 S 87,453 D $ 4.2 1,716,166 ( 1 ) I By Harbinger Capital Partners Master Fund I, Ltd. Common Stock 03/25/2008 S 440,733 D $ 4.71 1,275,433 ( 1 ) I By Harbinger Capital Partners Master Fund I, Ltd. Common Stock 03/25/2008 S 4,200 D $ 4.76 1,271,233 ( 1 ) I By Harbinger Capital Partners Master Fund I, Ltd. Common Stock 03/24/2008 S 53,431 D $ 4.23 901,816 ( 2 ) I By Harbinger Capital Partners Special Situations Fund, L.P. Common Stock 03/24/2008 S 43,727 D $ 4.2 858,089 ( 2 ) I By Harbinger Capital Partners Special Situations Fund, L.P. Common Stock 03/25/2008 S 220,366 D 637,723 ( 2 ) I By Harbinger Capital Partners Special Situations Fund, L.P. Common Stock 03/25/2008 S 2,100 D $ 4.76 635,623 ( 2 ) I By Harbinger Capital Partners Special Situations Fund, L.P.

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HARBERT MANAGEMENT CORP ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM, AL35244 X FALCONE PHILIP 555 MADISON AVE 16TH FLOOR NEW YORK, NY10022 X HARBERT RAYMOND J ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM, AL35244 X LUCE MICHAEL D ONE RIVERCHASE PARKWAY SOUTH BIRMINGHAM, AL35244 X Signatures Harbert Management Corporation, By: /s/ William R. Lucas, Jr. 03/26/2008 Signature of Reporting Person Date /s/ Philip Falcone 03/26/2008 Signature of Reporting Person Date /s/ Raymond J. Harbert 03/26/2008 Signature of Reporting Person Date /s/ Michael D. Luce 03/26/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are owned by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"). These securities may be deemed to be beneficially owned by Harbert Management Corporation ("HMC"), Philip Falcone, Raymond J. Harbert and Michael D. Luce. Philip Falcone is the portfolio manager of the Master Fund and a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC. Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 2 )These securities are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund"). These securities may be deemed to be beneficially owned by HMC, Philip Falcone, Raymond J. Harbert and Michael Luce. HMC wholly owns the managing member of the Special Situations Fund's general partner. Philip Falcone is the portfolio manager of the Special Situations Fund and is a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC. Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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