8-K

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                       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): May 18, 2005


                              H. J. HEINZ COMPANY
             (Exact name of registrant as specified in its charter)


      Pennsylvania                   1-3385                   25-0542520
(State of Incorporation)     (Commission File Number)      (I.R.S. Employer
                                                          Identification No.)

     600 Grant Street, Pittsburgh,                            15219
              Pennsylvania                                  (Zip Code)
(Address of principal executive offices)


                                  412-456-5700
              (Registrant's telephone number, including area code)


                                 Not Applicable
         (Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

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


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


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

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

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ITEM 7.01. REGULATION FD DISCLOSURE


Attached is H.J. Heinz Company's press release dated May 18, 2005 furnished
herewith as Exhibit 99.

On May 18, 2005, the Board of Directors of H.J. Heinz Company announced that the
common stock dividend will be raised by 5.3% (from 28.5 cents to 30.0 cents per
quarter), for all shareholders of record as of June 24, 2005, payable July 10,
2005, representing the Company's commitment to return approximately 45 to 50% of
future years' earnings to shareholders in the form of a dividend.





                               INDEX TO EXHIBITS


Exhibit Number
(referenced to
  Item 601 of
Regulation S-K      Description of Exhibit
- --------------      ----------------------

     99             H.J. Heinz Company Press Release dated May 18, 2005






                                   SIGNATURE

     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 thereunto duly authorized.


                                        H.J. HEINZ COMPANY


                                        By  /s/ Arthur Winkleblack
                                           ----------------------------------
                                           Arthur Winkleblack
                                           Executive Vice President and
                                           Chief Financial Officer


Dated: May 18, 2005





Exhibit No.         Description of Exhibit
- -----------         ----------------------

     99             H.J. Heinz Company Press Release dated May 18, 2005

EX-99

                                                                    Exhibit 99

        HEINZ
   WORLD HEADQUARTERS
"THE GOOD FOOD COMPANY"

FOR RELEASE UPON RECEIPT

              HEINZ BOARD INCREASES QUARTERLY COMMON STOCK DIVIDEND
                        BY 5.3%, AS PREVIOUSLY DISCUSSED

PITTSBURGH, MAY 18, 2005 - The H.J. Heinz Company (NYSE:HNZ) announced today
that its Board of Directors declared quarterly dividends on both common and
preferred stock.
         The common stock dividend will be raised by 5.3% (from 28.5 cents to
30.0 cents per quarter), for all shareholders of record as of June 24, payable
July 10. This increase was previously discussed with investors on February 28,
during the company's third-quarter conference call.
         "This increase reflects the health of our core business, both in the
U.S. and abroad and our strong cash performance. It also represents our
commitment to return 45 to 50% of earnings to shareholders in the form of a
dividend. This increase puts the Heinz common stock dividend in the upper end of
that payout range," explained William R. Johnson, Heinz chairman, president and
CEO.
         Based on yesterday's closing price of Heinz stock of $37.18, the new
dividend yield would be approximately 3.2%, ranking Heinz in the top 20% of the
S&P 500.
         The Board also declared a dividend of 42.5 cents per share on the
company's Third Cumulative Preferred Stock, $1.70 First Series, payable July 1,
2005, to shareholders of record at the close of business on June 24, 2005.


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H.J. Heinz Company, P.O. Box 57, Pittsburgh 15230-0057


                                       2



SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS:

This press release contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements reflect management's view of future
events and financial performance. These statements are subject to risks,
uncertainties, assumptions and other important factors, many of which may be
beyond Heinz's control and could cause actual results to differ materially from
those expressed or implied in these forward-looking statements. Uncertainties
contained in such statements include, but are not limited to, sales, earnings,
and volume growth, general economic, political, and industry conditions,
competitive conditions, which affect, among other things, customer preferences
and the pricing of products, production, energy and raw material costs, the need
for product recalls, the ability to anticipate and respond to consumer trends,
the ability to maintain favorable supplier relationships, achieving cost savings
programs and gross margins, currency valuations and interest rate fluctuations,
success of acquisitions, joint ventures, and divestitures, new product and
packaging innovations, product mix, the effectiveness of advertising, marketing,
and promotional programs, supply chain efficiency and cash flow initiatives, the
impact of e-commerce and e-procurement, risks inherent in litigation (including
the Remedia-related claims in Israel and rights against third parties) and
international operations, particularly the performance of business in
hyperinflationary environments, changes in estimates in critical accounting
judgments and other laws and regulations, including tax laws, the success of
tax-planning strategies, the possibility of increased pension and medical
benefit expenses, and contributions and other people-related costs, the
possibility of an impairment in Heinz's investments, and other factors described
in "Cautionary Statement Relevant to Forward-Looking Information" in the
Company's Form 10-K for the fiscal year ended April 28, 2004, and the Company's
subsequent filings with the Securities and Exchange Commission. The
forward-looking statements are and will be based on management's then current
views and assumptions regarding future events and speak only as of their dates.
The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by the securities laws.

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ABOUT HEINZ: H.J. Heinz Company, offering "Good Food Every Day(TM)," is one of
the world's leading marketers and producers of branded foods in ketchup,
condiments, sauces, meals, soups, seafood, snacks, and infant foods. Heinz
satisfies hungry consumers in every outlet, from supermarkets, to restaurants to
convenience stores and kiosks. Heinz is a global family of leading brands,
including Heinz(R) Ketchup, Sauces, Soups, Beans, Pasta and Infant Foods
(representing nearly one-third of total sales or close to $3 billion),
Ore-Ida(R) french fries, Boston Market(R) and SmartOnes(R) meals, and Plasmon(R)
baby food. Heinz's 50 companies have number-one or number-two brands in 200
countries, showcased by Heinz(R) Ketchup, the World's Favorite Ketchup(TM).
Information on Heinz is available at www.heinz.com/news.

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     CONTACT:

             Media:

             Ted Smyth, 412-456-5780;

             Debbie Foster, 412-456-5778;

             OR

             Investors:

             Jack Runkel, 412-456-6034.