8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report
(Date of Earliest Event Reported):
September 23, 2004

New Jersey
State of Incorporation Commission File Number
1-3822 21-0419870
I.R.S. Employer
Identification No.

One Campbell Place
Camden, New Jersey 08103-1799
Principal Executive Offices

Telephone Number: (856) 342-4800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))

TABLE OF CONTENTS

FORM OF STOCK OPTION AWARD STATEMENT

FORM OF RESTRICTED STOCK AWARD STATEMENT

Item 1.01 — Entry into a Material Definitive Agreement

On September 23, 2004, Campbell Soup Company (the “Company”) made a number of stock option and restricted stock awards to certain of its executives and key managers, including the following:

	Number of Stock		Number of Restricted
Name	Options Awarded		Shares (Units) Awarded
Douglas R. Conant		805,000		58,075
Anthony P. DiSilvestro		42,310		13,600
John A. Doumani		57,500	19,500 (units)
M. Carl Johnson, III		75,900		22,800
Ellen O. Kaden		75,900		27,100
Larry S. McWilliams		79,695		25,400
Denise M. Morrison		41,400		14,000
Nancy A. Reardon		57,500		22,300
Mark A. Sarvary		100,000		36,000
Robert A. Schiffner		80,500		24,000
David R. White		41,400		16,000
Doreen A. Wright		41,400		14,900

The stock option and restricted stock awards were made pursuant to the Company’s 2003 Long-Term Incentive Plan, which was filed with the Securities and Exchange Commission with the Company’s 2003 Proxy Statement (the “Plan”). A form of stock option award statement and restricted stock award statement are filed with this Current Report as Exhibit 10.1 and 10.2, respectively.

The stock options are exercisable at a price of $26.36 per share and vest in accordance with the schedule set forth in the stock option award statement. Subject to earlier termination as described in the Plan, the stock options expire as set forth in the stock option award statement. The restricted shares (or, in the case of Mr. Doumani, restricted share units) vest in accordance with the schedule set forth in the restricted stock award statement. If the recipient voluntarily resigns or is terminated for cause as defined in the Plan, any restricted shares (or units) will be forfeited and returned to the Company. If the recipient’s employment is ended because of retirement, a Company initiated termination, or death, each segment of the award will be prorated based upon the length of time the recipient was employed during the restriction period, and the prorated award will vest in accordance with the schedule in the restricted stock award statement. The restricted shares (or units) may not be sold, assigned, transferred, pledged or otherwise disposed of by the recipient until they vest. Each recipient is entitled to receive any dividends or

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other distributions made with respect to the restricted shares (or units).

Item 9.01 — Financial Statements and Exhibits

(c)        Exhibits

10.1	Form of Stock Option Award Statement.
10.2	Form of Restricted Stock Award Statement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CAMPBELL SOUP COMPANY
                    (Registrant)
 

Date: September 28, 2004

By:	/s/ Robert A. Schiffner
	Robert A. Schiffner
	Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Form of Stock Option Award Statement.
10.2	Form of Restricted Stock Award Statement.

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EX-10.1

Exhibit 10.1

Campbell Soup Company

Stock Option Award

<Name>
<Title>
Date of Grant: <grant date>

Congratulations!

You have been awarded <grant amount> Stock Options at a price of $<price>

Each option represents your right to purchase a share of Campbell Soup Company stock at the price stated above.

Providing you continue to be employed by the Company, your right to exercise these options extends 10 years from the date of the grant. If you retire from the Company, you will have the entire 10 year period in which to exercise these options. If your employment terminates for any other reason, refer to Section 5.6 of the 2003 Long-Term Incentive Plan for an explanation of your rights.

These options vest in three installments as follows:

• 30% on <the first anniversary of the grant date>

• an additional 30% on <the second anniversary of the grant date>

• the balance on <the third anniversary of the grant date>

This statement is not intended to fully explain stock option awards. Please consult the 2003 Long-Term Incentive Plan and the Stock Option brochure for a complete understanding of the Company’s stock option program.

President & Chief Executive Officer

EX-10.2

Exhibit 10.2

Campbell Soup Company

Fiscal Year 2005 Restricted Stock Award
<name>
<title>
Date of Grant: <grant date>

Congratulations!

You have been awarded a grant of <amount> restricted shares under the Fiscal 2005 Restricted Stock Program.

Providing you continue to be actively employed by the Company, these shares will vest in three installments as follows:

• One third vests <two and one-half years from the grant date>

• One third vests <three and one-half years from the grant date>

• One third vests <four and one-half years from the grant date>

The statement is not intended to fully explain restricted stock awards. Please consult the 2003 Long-Term Incentive Plan and the Restricted Stock brochure for a complete understanding of the Company’s restricted stock program.

President & Chief Executive Officer