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):
June 30, 2008

New Jersey
State of Incorporation 1-3822
Commission File Number 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))

Item 7.01 — Regulation FD Disclosure

On June 30, 2008, Campbell Soup Company (“Campbell”) issued a press release announcing (i) that Campbell’s Board of Directors has authorized the purchase of up to $1.2 billion of Campbell stock under a new share repurchase program that will be in effect through the end of Campbell’s 2011 fiscal year, and (ii) expected adjusted net earnings per share growth for fiscal 2008. A copy of the press release is attached as Exhibit 99.1.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 8.01 — Other Events

On June 30, 2008, Campbell announced that its Board of Directors has authorized the purchase of up to $1.2 billion of Campbell stock on the open market or through privately negotiated transactions. The program will be in place through the end of Campbell’s 2011 fiscal year. This new share repurchase program is in addition to Campbell’s ongoing practice of buying back shares sufficient to offset shares issued under incentive compensation plans. Campbell expects to complete in fiscal year 2008 the previously announced share repurchase program utilizing approximately $600 million of the net proceeds from the sale of the Godiva Chocolatier business.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits

99.1 Release dated June 30, 2008 announcing (i) that Campbell’s Board of Directors has authorized the purchase of up to $1.2 billion of Campbell stock under a new share repurchase program that will be in effect through the end of Campbell’s 2011 fiscal year, and (ii) expected adjusted net earnings per share growth for fiscal 2008.

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: June 30, 2008

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

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Release dated June 30, 2008 announcing (i) that Campbell’s Board of Directors has authorized the purchase of up to $1.2 billion of Campbell stock under a new share repurchase program that will be in effect through the end of Campbell’s 2011 fiscal year, and (ii) expected adjusted net earnings per share growth for fiscal 2008.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT: Anthony Sanzio (Media)
(856) 968-4390
Leonard F. Griehs (Analysts)
(856) 342-6428

CAMPBELL ANNOUNCES $1.2 BILLION SHARE REPURCHASE PROGRAM

Company Updates Fiscal 2008 Guidance to High End of its Range

CAMDEN, N.J., June 30, 2008—Campbell Soup Company (NYSE: CPB) today announced that its Board of Directors has authorized a new share repurchase program. Under the new program, Campbell is authorized to purchase up to $1.2 billion of its outstanding shares in open market and privately negotiated transactions. The program will be in place through the end of Campbell’s 2011 fiscal year.

     This new share repurchase program is in addition to Campbell’s ongoing practice of buying back shares sufficient to offset shares issued under incentive compensation plans. Campbell expects to complete in fiscal year 2008 the share repurchase program utilizing approximately $600 million of the net proceeds from the sale of the Godiva business.

     Douglas R. Conant, Campbell’s President and Chief Executive Officer, said, “This $1.2 billion share repurchase program reflects the ongoing confidence we have in Campbell’s long-term growth potential and is a continuation of our commitment to enhance shareowner value.”

     Additionally, Campbell updated its fiscal 2008 full-year guidance. The company now expects adjusted net earnings per share growth for its fiscal year ending August 3, 2008 to be at the upper end of the 5 to 7 percent range from the fiscal 2007 adjusted base of $1.95.

     Campbell will host a meeting with investors tomorrow, July 1, 2008, at its headquarters in Camden, New Jersey. The presentation can be accessed via a Web cast at www.campbellsoupcompany.com beginning at 2:30 p.m. Eastern Time.

About Campbell Soup Company

Campbell Soup Company is a global manufacturer and marketer of high-quality foods and simple meals, including soup, baked snacks, and healthy beverages. Founded in 1869, the company has a portfolio of market-leading brands, including “Campbell’s,” “Pepperidge Farm,” “Arnott’s,” and “V8.” For more information on the company, visit Campbell’s website at www.campbellsoup.com.

Non-GAAP Financial Information

A reconciliation of the adjusted fiscal 2007 financial information to the reported financial information is attached to this release.

Forward-Looking Statements

This release contains “forward-looking statements” that reflect the company’s current expectations about its future plans and performance, including share repurchases, on cash flows and earnings. These forward-looking statements rely on a number of assumptions and estimates that could be inaccurate and which are subject to risks and uncertainties. Actual results could vary materially from those anticipated or expressed in any forward-looking statement made by the company. Please refer to the company’s most recent Form 10-K and subsequent filings for a further discussion of these risks and uncertainties. The company disclaims any obligation or intent to update the forward-looking statements in order to reflect events or circumstances after the date of this release.

###

Reconciliation of GAAP and Non-GAAP Financial Measures
Fiscal Year Ended July 29, 2007

Campbell Soup Company uses certain non-GAAP financial measures as defined by the Securities and Exchange Commission in certain communications. These non-GAAP financial measures are measures of performance not defined by accounting principles generally accepted in the United States and should be considered in addition to, not in lieu of, GAAP reported measures.

Items Impacting Net Earnings

The company believes that financial information excluding certain transactions not considered to be part of the ongoing business improves the comparability of year-to-year results. Consequently, the company believes that investors may be able to better understand its earnings results if these transactions are excluded from the results.

The following items impacted net earnings:

(1) In the third quarter of fiscal 2007, the company recorded a pre-tax non-cash benefit of $20 million ($13 million after tax or $0.03 per share) in earnings from continuing operations from the reversal of legal reserves due to favorable results in litigation.

(2) In the third quarter of fiscal 2007, the company recorded a tax benefit of $22 million resulting from the settlement of bilateral advance pricing agreements (“APA”) among the company, the United States, and Canada related to royalties. In addition, the company reduced net interest expense by $4 million ($3 million after tax). The aggregate impact on earnings from continuing operations was $25 million or $0.06 per share.

(3) In the second quarter of fiscal 2007, the company recorded a pre-tax gain of $23 million ($14 million after tax or $0.04 per share) in earnings from continuing operations associated with the sale of an idle manufacturing facility.

(4) In the first quarter of fiscal 2007, the company completed the sale of its businesses in the United Kingdom and Ireland. The total after-tax gain recognized on the sale in 2007 in earnings from discontinued operations was $24 million ($0.06 per share). Additionally, in the fourth quarter of fiscal 2007, a $7 million tax benefit ($0.02 per share) was recognized from the favorable resolution of tax audits in the United Kingdom.

The table below reconciles financial information, presented in accordance with GAAP, to financial information excluding certain transactions:

(millions, except per share amounts)

	Year-to-Date
	July 29, 2007
Earnings before interest and taxes, as reported	$	1,243
Deduct: Reversal of legal reserves (1)		(20	)
Deduct: Gain on sale of an idle manufacturing facility (3)		(23	)
Adjusted Earnings before interest and taxes	$	1,200
Interest, net, as reported	$	144
Add: Reduction in interest expense related to the settlement of the APA (2)		4
Adjusted Interest, net	$	148
Adjusted Earnings before taxes	$	1,052
Taxes on earnings, as reported	$	307
Deduct: Tax impact of reversal of legal reserves (1)		(7	)
Deduct: Tax impact of reduction of interest expense related to settlement of the APA (2)		(1	)
Add: Tax benefit from settlement of the APA (2)		22
Deduct: Tax impact of gain on sale of an idle manufacturing facility (3)		(9	)
Adjusted Taxes on earnings	$	312
Adjusted effective income tax rate		29.7	%
Earnings from continuing operations, as reported	$	792
Deduct: Net adjustment related to reversal of legal reserves (1)		(13	)
Deduct: Net benefit from settlement of the APA (2)		(25	)
Deduct: Gain on sale of an idle manufacturing facility (3)		(14	)
Adjusted Earnings from continuing operations	$	740
Earnings from discontinued operations, as reported	$	62
Deduct: Gain on sale of UK/Ireland businesses and resolution of tax audits (4)		(31	)
Adjusted Earnings from discontinued operations	$	31
Adjusted Net earnings	$	771
Diluted net earnings per share, as reported	$	2.16
Deduct: Net adjustment related to reversal of legal reserves (1)		(0.03	)
Deduct: Net benefit from settlement of the APA (2)		(0.06	)
Deduct: Gain on sale of an idle manufacturing facility (3)		(0.04	)
Deduct: Gain on sale of UK/Ireland businesses and resolution of tax audits (4)		(0.08	)
Adjusted Diluted net earnings per share	$	1.95

Reconciliation has been prepared reflecting the results of the Godiva Chocolatier business as discontinued operations.