January 26, 2006


Mr. Arthur B. Winkleblack
Executive Vice President and Chief Financial Officer
H. J. Heinz Company
600 Grant Street
Pittsburgh, Pennsylvania  15219



	Re:	H. J. Heinz Company
		Form 10-K for Fiscal Year Ended April 27, 2005
Filed June 17, 2005
		File No. 1-03385

Dear Mr. Winkleblack:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.









Form 10-K for the Fiscal Year Ended April 27, 2005

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Fiscal Years Ended April 27, 2005 and April 28, 2004, page 13

1. We note the decline in your effective tax rate for the three
years
presented and the impact of this trend on your income from
continuing
operations and related earnings per share.  Describe if you
reasonably expect this known trend to continue, and if so, how it
will impact income from continuing operations and any known events
that will cause a material change in this relationship, as
required
by Regulation S-K Item 303(a)(3)(ii).

Liquidity and Financial Position, page 19

2. You have discussed a $125 million tax pre-payment as a reason
for
reduced cash flow from operations.  On page 49 in Note 6 of your
financial statements, you disclose that you incurred a $124.9
million
foreign liability that was settled in the third quarter of 2005.
Tell us in greater detail the nature of the item and how it has
impacted and will impact your financial statements.  Revise your
discussion and footnote as appropriate to consistently describe
this
item and its impact on your financial position and results of
operations.

Financial Statements and Supplementary Data

Consolidated Statements of Cash Flows, page 38

3. We note your presentation of the effect of discontinued
operations.  Statement of Financial Accounting Standards (SFAS)
Number 95 requires all cash flows to be reported as either an
operating, investing or financing activity.  SFAS 95 does not
support
aggregating operating, investing and financing cash flows from
discontinued operations into a single line item.  Revise your
statements of cash flows accordingly.

Note 7 - Debt, page 49

4. We note your new $2.0 billion credit agreement which supports
your
commercial paper borrowings and remarketable securities.  File
this
agreement as an exhibit or incorporate such document by reference
as
required by Regulation S-K Item 601(a) and (b)(10).


Note 7 - Debt, page 50

5. You have disclosed that SFAS No. 150 applies to your
mandatorily
redeemable preferred shares.  Revise your disclosure to provide
all
the disclosures required under SFAS No. 150, paragraphs 26-28, or
tell us why such disclosures are not required.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Gary Newberry at (202) 551-3761 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551- 3684 with any other
questions.

								Sincerely,



								April Sifford
								Branch Chief

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Mr. Arthur B. Winkleblack
H. J. Heinz Company
January 26, 2006
page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010