EXHIBIT 10(a)(xxxiv)


                           AMENDMENT NUMBER ONE TO THE
                               H. J. HEINZ COMPANY
                             1996 STOCK OPTION PLAN


     THIS AMENDMENT Number One to the H. J. Heinz Company 1996 Stock Option Plan
(the "Plan") is made by H. J. Heinz Company, a Pennsylvania corporation (the
"Company"), effective as of May 17, 2005. Capitalized terms not otherwise
defined herein shall have the meaning set forth in the Plan.

     WHEREAS, Section 13 of the Plan provides that the Board of Directors of the
Company (the "Board of Directors") may amend the Plan as it shall deem
advisable, in accordance with the recommendation of the Management Development
and Compensation Committee of the Board of Directors (the "Committee"), and
subject to certain limited exceptions which require shareholder approval; and

     WHEREAS, the Committee has recommended to the Board of Directors, and the
Board of Directors has determined that it is in the best interests of the
Company to amend those provisions of the Plan that address the treatment of
Options in connection with a Change in Control, effective for Options granted
under the Plan on or after the effective date of this Amendment, and that such
Amendment shall not require the approval of the shareholders of the Company.

     NOW, THEREFORE, the Plan is hereby amended as follows:

I. Section 1 of the Plan shall be amended by:

     A. adding the following definition for "Cause" as a new Section 1(b):

     "Cause" shall mean an act of dishonesty, moral turpitude or an intentional
     or gross negligent act detrimental to the best interests of the Company or
     a Subsidiary; provided, that, if an Optionee is a party to a Severance
     Protection Agreement with the Company, and such Optionee's employment with
     the Company is terminated in a manner such that the Optionee is entitled to
     any payments or benefits (including accrued payments or benefits) under the
     terms of the Severance Protection Agreement, then "Cause" for purposes of
     this Plan shall have the meaning set forth in such Severance Protection
     Agreement

     B. by adding the following definition for "Good Reason" as a new Section
     1(j):

     "Good Reason" shall mean the occurrence after a Change in Control of any of
     the events or conditions described in the following subsections (l) through
     (5):






     (1) a change in the Optionee's title, position, duties or responsibilities
     (including reporting responsibilities) which represents an adverse change
     from the Optionee's title, position, duties or responsibilities as in
     effect at any time within 90 days preceding the date of the Change in
     Control or at any time thereafter; or any removal of the Optionee from or
     failure to reappoint or reelect him or her to any one of such offices or
     positions, except in connection with a disability termination (as described
     in Section 9(D)(2) of the Plan) or a termination of the Optionee's
     employment for Cause, as a result of the Optionee's death or by the
     Optionee other than for Good Reason;

     (2) a reduction in the Optionee's base salary or any failure to pay the
     Optionee any compensation or benefits to which the Optionee is entitled
     within five days after the date due;

     (3) the Optionee being required by the Company to perform the Optionee's
     regular duties at any place outside a 30-mile radius from the place where
     the Optionee's regular duties were performed immediately before the Change
     in Control, except for reasonably required travel on the Company's business
     which is not materially greater than such travel requirements in effect
     immediately before the Change in Control;

     (4) the failure by the Company to provide the Optionee with compensation
     and benefits, in the aggregate, at least equal (in opportunities) to those
     provided for under the compensation and employee benefit plans, programs
     and practices in which the Optionee was participating at any time within 90
     days preceding the date of a Change in Control or at any time thereafter;
     or

     (5) for any Optionee who is a party to a Severance Protection Agreement
     with the Company, any additional event or condition that constitutes "Good
     Reason" under such Severance Protection Agreement.

     Any event or condition described in subsections 1 through 5, above, which
     occurs before a Change in Control but which the Participant reasonably
     demonstrates (a) was at the request of a third party who has indicated an
     intention or taken steps reasonably calculated to effect a Change in
     Control and who effectuates a Change in Control or (b) otherwise arose in
     connection with, or in anticipation of, a Change in Control which actually
     occurs, shall constitute Good Reason for purposes of this Plan
     notwithstanding that it occurred before the Change in Control

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     C. by re-lettering Sections 1(b) through 1(h) as Sections 1(c) through
1(i), and Sections 1(i) through 1(t) as Sections 1(k) through 1(v),
respectively; and

     D. by deleting from the definition of "Change in Control" in re-lettered
Section 1(c) the phrase "the events described in Section 8(C)(1) hereof" and
inserting in lieu thereof "the occurrence of any of the events set forth in
clauses (1), (2) and (3) of this subparagraph 1(c)" and adding as clauses (1),
(2) and (3) the text that is currently in clauses (a), (b) and (c) of Section
8(C)(1), respectively.

II. Section 8(C)(1) of the Plan shall be deleted in its entirety and the
subsequent Sections 8(C)(2) and 8(C)(3) shall be re-numbered as Sections 8(C)(1)
and 8(C)(2), respectively.

III. Section 8(D) of the Plan shall be amended as follows:

     A. by adding the following language at the beginning of such section, and
deleting the word "All" from the existing language: "With respect to any Option
granted on or prior to May 16, 2005, all"; and

     B. adding the following sentence at the end of Section 8(D):

     With respect to any Option granted on or after May 17, 2005, unless
     otherwise provided in any Stock Option Agreement, each Option shall become
     immediately vested and exercisable as to 100% of the shares of Common Stock
     subject to the Option upon (i) the occurrence of a Change in Control if
     such Option is not assumed, substituted or replaced by a Surviving
     Corporation or other successor to the business of the Company with an award
     of equivalent value, or (ii) if clause (i) does not apply, the termination
     of an Optionee's employment with or services for the Company within 24
     months following a Change in Control if such termination is (a) by the
     Company for reasons other than Cause or (b) by the Optionee for Good
     Reason, but, in either case of clause (i) or (ii), only to the extent the
     Option has not otherwise been terminated and canceled or become exercisable
     as of such date.

IV. Section 9 of the Plan shall be amended as follows:

     A. Section 9(D)(1) of the Plan shall be amended by (a) capitalizing the
initial "C" in "cause" the first time it is used in the subsection, (b) deleting
the parenthetical beginning with "(for the purpose of this Plan. . .)" in its
entirety, and (c) inserting the words "the Plan and" before "applicable
agreements" and "such agreements" in the proviso at the end of such subsection;
and

     B. Section 9(D)(2) of the Plan shall be amended by inserting the following
phrase after the "If" that appears immediately after the Section Heading
"Disability Termination": "(i) an Optionee is a party to a Severance Protection
Agreement with the Company, and such Participant's employment with the Company
is terminated in a manner such that the Participant is entitled to payments or
benefits under the Severance Protection Agreement due to a termination due to
"Disability" within the meaning of such Severance Protection Agreement or (ii)
in all other cases, ".

V. Except for the foregoing amendments set forth in Sections I through IV above,
all of the terms and conditions of the Plan shall remain in full force and
effect.
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