POS AM

As filed with the Securities and Exchange Commission on June 20, 2003
	Registration No. 333-48017

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

H. J. HEINZ COMPANY
(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania	25-0542520
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification Number)

600 Grant Street
Pittsburgh, Pennsylvania 15219
(412) 456-5700
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Leonard A. Cullo, Jr. Treasurer 600 Grant Street
Pittsburgh, Pennsylvania 15219
(412) 456-5700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copy to:
Robert H. Craft, Jr., Esq.
     Sullivan & Cromwell
1701 Pennsylvania Ave., N.W.
Suite 800
Washington, D.C. 20006
(202) 956-7500

Approximate date of commencement of proposed sale to the public: Not Applicable.

     If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

      If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

       If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o _______

       If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o ______

     If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

     H. J. Heinz Company, a Pennsylvania corporation (“Heinz”), filed a Registration Statement on Form S-3 on March 16, 1998 (Registration No. 333-48017), as amended by Amendment No. 1 thereto filed on March 19, 1998 (the “Registration Statement”), to register for issuance $750,000,000 of its Debt Securities and Warrants to Purchase Debt Securities. The Registration Statement was declared effective by the Securities and Exchange Commission on March 19, 1998. $550,000,000 of Debt Securities were sold under the Registration Statement.

     Heinz is filing this Post-Effective Amendment No. 1 to withdraw from registration under the Securities Act of 1933, as amended, the $200,000,000 of Debt Securities and Warrants to Purchase Debt Securities that remain unsold under the Registration Statement as of the date of filing of this Post-Effective Amendment No. 1. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such Debt Securities and Warrants to Purchase Debt Securities.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the registration statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, State of Pennsylvania, on June 20, 2003.

H. J. HEINZ COMPANY
By:	/s/ Leonard A. Cullo, Jr.
	Leonard A. Cullo, Jr., Treasurer

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the registration statement on Form S-3 has been signed by the following persons in the capacities indicated on June 20, 2003.

Signature	Title
	Chairman of the Board of Directors, President
*	and Chief Executive Officer
William R. Johnson
*	Director
Mary C. Choksi
*	Director
Leonard S. Coleman, Jr.
*	Director
Peter H. Coors
*	Director
Edith E. Holiday
	Director
Candace Kendle
*	Director
Dean R. O’Hare
*	Director
Thomas J. Usher
*	Director
James M. Zimmerman

Signature	Title
*	Executive Vice President and Chief Financial
	Officer (Principal Financial Officer)
Arthur Winkleblack
*	Vice President – Finance (Principal
	Accounting Officer)
Edward McMenamin
/s/ Leonard A. Cullo, Jr.
* By Leonard A. Cullo, Jr., Attorney-in-Fact

EXHIBIT INDEX

Exhibit No.	Document
24.1	Power of Attorney

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Laura Stein and Leonard A. Cullo, Jr., and each of them, such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to a Registration Statement on Form S-3 and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     This Power of Attorney has been signed below as of the 11th day of June 2003 by the following persons in the capacities indicated.

Signature	Title
	Chairman of the Board of Directors, President
/s/ William R. Johnson	and Chief Executive Officer
William R. Johnson
/s/ Mary C. Choksi	Director
Mary C. Choksi
/s/ Leonard S. Coleman, Jr.	Director
Leonard S. Coleman, Jr.
/s/ Peter H. Coors	Director
Peter H. Coors
/s/ Edith E. Holiday	Director
Edith E. Holiday
	Director
Candace Kendle
/s/ Dean R. O’Hare	Director
Dean R. O’Hare
/s/ Thomas J. Usher	Director
Thomas J. Usher
/s/ James M. Zimmerman	Director
James M. Zimmerman

Signature	Title
	Executive Vice President and Chief Financial
/a/ Arthur Winkleblack	Officer (Principal Financial Officer)
Arthur Winkleblack
	Vice President – Finance (Principal
/a/ Edward J. McMenamin	Accounting Officer)
Edward McMenamin