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): August 16, 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 8.01. OTHER EVENTS


Attached is H.J. Heinz Company's press release dated August 16, 2005 furnished
herewith as Exhibit 99, regarding the completion, on August 16, 2005, of its
acquisition of the 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, from Danone Holdings (UK).




                               INDEX TO EXHIBITS


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

     99             H.J. Heinz Company Press Release dated August 16, 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: August 16, 2005




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

     99             H.J. Heinz Company Press Release dated August 16, 2005

EX-99

                                                                      EXHIBIT 99

                                                                    NEWS RELEASE

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

        HEINZ ACQUIRES LEADING SAUCE BRANDS, INCLUDING LEA & PERRINS(R),
                     FROM GROUPE DANONE FOR US$820 MILLION;
         TRANSACTION ACCELERATES GROWTH IN GLOBAL CONDIMENTS AND SAUCES

ALSO GIVES HEINZ HP(R) SAUCES AND PERPETUAL LICENSE FOR AMOY(R) SAUCES IN EUROPE


PITTSBURGH, PA, AUGUST 16 - H.J. Heinz Company (NYSE:HNZ) today announced that
it has successfully completed its acquisition of the HP Foods Group from Groupe
Danone S.A. for Pound Sterling 470 million (approximately US$820 million) in
cash. The transaction includes leading culinary brands such as Lea & Perrins(R),
the world's number-one Worcestershire Sauce, HP(R) sauces and a perpetual
license to market the rapidly growing Amoy(R) Asian sauces brands in Europe.
This acquisition enhances and expands Heinz's global condiment and sauces
business by adding popular brands. Last year, the HP Foods Group had worldwide
annual sales of approximately $300 million. Heinz and Groupe Danone announced
their definitive agreement on June 20, 2005. The three larger brands included in
the transaction are marketed primarily in the United States, Canada and the
United Kingdom, where the transaction instantly elevates Heinz to one of the
leading marketers of sauces in the U.K.

The transaction includes three factories, two in the U.K. and one at Fair Lawn,
New Jersey, which together with its Head Office in London employ a total of
approximately 400 people. Heinz will not make any decisions regarding the future
of the HP Foods facilities until it completes a comprehensive review in several
months.



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




Heinz Chairman, President and Chief Executive Officer William R. Johnson said:
"The addition of Lea & Perrins(R), HP(R) sauces and Amoy(R) Asian sauces
complements Heinz's leadership in our core condiments and sauces businesses,
especially in Europe and North America. This transaction is perfectly aligned
with our strategy to focus on quality brands in three core businesses: Ketchup,
Condiments and Sauces; Meals & Snacks; and Infant Nutrition."

Johnson said he believes the transaction is a "win-win" for consumers and Heinz,
the world's leading manufacturer of ketchup. "The name Heinz is synonymous with
great-tasting condiments and sauces. The brands we have acquired from Groupe
Danone are also very popular with consumers and represent a great fit with our
product portfolio."

Heinz today reiterated that it expects the transaction to be accretive to the
Company's earnings in Fiscal Year 2007, which begins on May 4, 2006. Johnson
said that Heinz aims to expand global sales of the HP(R), Lea & Perrins(R) and
Amoy(R) brands by leveraging the company's global retail and foodservice
distribution and marketing capabilities.

Heinz was advised on the transaction by UBS LLC and Clifford Chance LLP.



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

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

The HP(R) name (which stands for Houses of Parliament) has long been one of
Britain's most popular savory table sauces.

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 travelled 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.

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.


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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 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.

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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 and roasted potatoes, Boston



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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;

                  Media in Europe:

                  Michael Mullen, 44-208-848-2403.

                  OR

                  Investors:
                  ---------

                  Jack Runkel, 412-456-6034.




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