SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  Schedule 13D

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 7)*

                               H.J. Heinz Company
                                (Name of Issuer)

                          Common Stock, $.25 par value
                         (Title of Class of Securities)

                                  423074-10-3
                                 (CUSIP Number)

                             Paul J. Bschorr, Esq.
                                Dewey Ballantine
                          1301 Avenue of the Americas
                              New York, NY  10019
                             (Phone:  212-529-8000)
                 (Name, Address and Telephone Number of Person
                Authorized to Receive Notices an Communications)

                               September 7, 1995
                      (Date of Event which Requires Filing
                               of this Statement)

If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ].

Check the following box if a fee is being paid with the statement [ ].  (A fee
is not required only if the reporting person:  (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

Note:  Six copies of this statement, including all exhibits, should be filed
with the Commission.  See Rule 13d-1(a) for other parties to whom copies are to
be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                        (Continued on following page(s))

                               Page 1 of 4 Pages

 
CUSIP No. 423074-10-03                13D                      Page 2 of 4 Pages
                                      
1.   NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Teresa Heinz

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                   (a) [ ]
                                                                         (b) [x]
3.   SEC USE ONLY

4.   SOURCE OF FUNDS*
     N/A

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(d) or 2(e)                                          [ ]


6.   CITIZENSHIP OR PLACE OF ORGANIZATION
     United States

                     NUMBER OF SHARES BENEFICIALLY OWNED BY
                           EACH REPORTING PERSON WITH

7.   SOLE VOTING POWER
     -0-

8.   SHARED VOTING POWER
     18,672,490

9.   SOLE DISPOSITIVE POWER
     -0-

10.  SHARED DISPOSITIVE POWER
     18,672,490

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     18,672,490

12.  CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                             [ ]

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     7.6%

14.  TYPE OF REPORTING PERSON*
     IN

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!

 
        The Schedule 13D of Teresa Heinz, as amended by Amendment Nos. 1 through
        6, is hereby amended as follows:


        Item 4.  Purpose of Transaction.
        ------   ---------------------- 

                  The first paragraph of Item 4 is hereby amended and restated
        as follows:

                  "The undersigned as co-executor of an estate, co-trustee of
        ten trusts, Chairperson and Chief Executive Officer or director of
        three nonprofit corporations is the beneficial owner of 18,672,490
        shares of Common Stock.  Such shares were given to such trusts or
        nonprofit corporations or transferred to such estate upon death and no
        consideration was paid for them.  On August 24, 1995 certain of such
        entities closed a public offering of an aggregate of 12,750,000 shares
        of Common Stock at a purchase price of $41.125 per share (net of
        underwriters' discounts and commissions) (the "purchase price per
        share").  On September 7, 1995, the underwriters of such public offering
        exercised their over-allotment option and purchased an additional
        1,768,100 shares of Common Stock at the purchase price per share.  The
        remaining 18,672,490 shares of Common Stock held by the undersigned in
        such estate, trusts and nonprofit organizations are held for investment,
        although the investments in the Issuer by each of such entities will be
        periodically reviewed and at any time the amount of such investments may
        be increased or decreased."


        Item 5.  Interest in Securities of the Issuer.
        ------   ------------------------------------ 

                  The first and second paragraphs of Item 5 are hereby amended
        and restated as follows:

                  "(a) The undersigned beneficially owns 18,672,490 shares of
        Common Stock which is 7.6% of the outstanding 246,239,778 shares of
        Common Stock which are believed to be the total number of shares
        outstanding on the date hereof.

                  (b) The undersigned has shared voting and dispositive power
        with respect to 18,672,490 shares of Common Stock."


                              Page 3 of 4 Pages 

 
                                   SIGNATURE
                                   ---------

                  After reasonable inquiry and to the best of my knowledge and
        belief, I hereby certify that the information set forth in this
        Statement is true, complete and correct.



                                       /s/ Teresa Heinz
                                       --------------------------------
                                       Teresa Heinz


        Dated:  September 12, 1995

                               Page 4 of 4 Pages