8-K

============================================================================

                       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): June 20, 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))

=============================================================================





ITEM 8.01. OTHER EVENTS


Attached is H.J. Heinz Company's press release dated June 20, 2005 furnished
herewith as Exhibit 99.

On June 18, 2005, H.J. Heinz Company entered into a Sale and Purchase Agreement
with Danone Holdings (UK) to acquire its HP Foods table sauce business,
including the HP(R) and Lea & Perrins(R) brands, and a perpetual license to
market Amoy(R) Asian sauces and products in Europe, for approximately
US $855 million.

H.J. Heinz Company expects to fund the acquisition using a combination of cash
and debt.



                               INDEX TO EXHIBITS


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

     99             H.J. Heinz Company Press Release dated June 20, 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: June 20, 2005




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

     99             H.J. Heinz Company Press Release dated June 20, 2005

EX-99.1

                                                                      EXHIBIT 99

                                                                    NEWS RELEASE

      (HEINZ LOGO)
    WORLD HEADQUARTERS
 "THE GOOD FOOD COMPANY"
FOR RELEASE UPON RECEIPT


            HEINZ TO EXPAND ITS GLOBAL CONDIMENTS & SAUCES BUSINESS;

       ACQUIRES LEADING CULINARY SAUCE BRANDS, HP(R) AND LEA & PERRINS(R),
                 AND LICENSE FOR AMOY(R) ASIAN SAUCES IN EUROPE;

                  HEINZ TO BECOME U.K.'S LEADING SAUCE COMPANY

PITTSBURGH, PA, JUNE 20, 2005 - H.J. Heinz Company (NYSE:HNZ) today announced
that it has signed a definitive agreement with Groupe Danone S.A. to acquire a
number of leading culinary sauce brands for Pound Sterling 470 million
(approximately US$855 million) in cash. The transaction includes the HP(R) and
Lea & Perrins(R) brands and a perpetual license to market Amoy(R) Asian sauces
and products in Europe. These brands, marketed primarily in the U.K., United
States and Canada, have approximately $300 million in worldwide annual sales.
This acquisition will strengthen Heinz's global condiments & sauces business and
make it the sauces leader in the U.K.

         Heinz Chairman, President and Chief Executive Officer William R.
Johnson said: "The acquisition of these brands is consistent with our strategy
to drive growth in our profitable and expanding core condiments and sauces
category. We will add two of the world's best-known sauce names, HP(R) and Lea &
Perrins(R), to our global basket of iconic condiments & sauce brands, such as
Heinz(R), ABC(R), Classico(R) and Wattie's(R). Heinz also will gain a perpetual
license to sell the rapidly growing Amoy(R) brand of Asian sauces throughout
Europe."

         "This acquisition underscores our commitment to become a
faster-growing, more focused company. It also is in line with our strategy of
growth in our four core businesses of ketchup, condiments & sauces; meals &
snacks; infant nutrition; and foodservice. We have identified

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




                                       2

many opportunities to expand sales of the HP(R), Lea & Perrins(R) and Amoy(R)
brands. Once concluded, we expect the acquisition to be accretive in the first
full fiscal year," Mr. Johnson added.

         The acquisition is expected to close during the next few months,
pending all regulatory approvals. Heinz was advised by UBS LLC and

         Clifford Chance LLP.

HP(R) AND LEA & PERRINS(R) BRANDS

         The Lea & Perrins(R) brand is the world's number-one Worcestershire
Sauce and the market leader in the United States, Canada and the U.K. The HP(R)
brand of savory sauce is a leader in both Canada and the U.K.

         Both brands are exported worldwide to more than 75 countries and sold
through retail and foodservice channels alike. Along with Heinz(R) Ketchup,
HP(R) and Lea & Perrins(R) sauces sit proudly atop tables and counters in
restaurants worldwide.

         The HP(R) name (which stands for Houses of Parliament) has long been
Britain's number-one savory table sauce.

         Lea & Perrins(R) is truly an historic global brand. The famous
Worcestershire Sauce has literally traversed the globe since 1837 when it was
served on the tables of ocean liners that traveled in and out of British waters.

         Today, the Lea & Perrins(R) and HP(R) brand sauces maintain their
acclaim and are regularly featured as essential ingredients in contemporary
recipes created by celebrity chefs and restaurateurs.



                                       3

AMOY(R) SAUCE

         The Amoy(R) brand of Asian varieties is popular in more than 40
countries. The line, which was first created in China in 1908, continues to
expand and includes ever-popular soy and stir-fry sauces and noodles.

HEINZ GLOBAL REVIEW

         On May 26, Heinz announced a strategic review of its European portfolio
and global structure. The review places emphasis on Heinz's four core businesses
and on its big number-one and number-two brands. Heinz intends to focus on its
large markets and its four primary developing markets of Russia, Indonesia,
China and India.

         Heinz also announced its intention to divest non-core products, such as
the HAK(R) line of prepared vegetables in Northern Europe, and that it is
undertaking an evaluation of its non-core seafood and frozen businesses in
Europe and the Tegel(R) poultry business in New Zealand.

HP FOODS FACILITIES

         HP Foods employs approximately 450 workers at three factories. Two are
located in the U.K. at Aston Cross, Birmingham; and Worcester, Worcestershire.
The North American production facility is in Fair Lawn, New Jersey.

         Amoy(R) is a trademark of Danone Asia PTE Ltd, used under license by HP
Foods Ltd.

                                       ##

             SAFE HARBOR PROVISIONS FOR FORWARD-LOOKING STATEMENTS:



                                        4

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 maintain favorable supplier relationships,
achieving cost savings and gross margins objectives, currency valuations and
interest rate fluctuations, the ability to execute and the success of
acquisitions, joint ventures, divestitures and other strategic initiatives, new
product and packaging innovations, product mix, the effectiveness of
advertising, marketing, and promotional programs, supply chain efficiency and
cash flow initiatives, risks inherent in litigation 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 expense 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 27, 2005. 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.

                                       # #

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 and roasted potatoes, 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.


                                      # # #


   CONTACT:

      Media:
      Ted Smyth, 412-456-5780;
      Debbie Foster, 412-456-5778;

      Media in Europe:
      Michael Mullen, 44-208-848-2403.

      OR

      Investors:
      Jack Runkel, 412-456-6034.