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): September 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))

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                                    GENERAL


ITEM 7.01.  Regulation FD Disclosure

The information contained in this Current Report on Form 8-K, including the
Exhibit attached hereto, is being furnished and shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section. Furthermore,
the information contained in this Current Report on Form 8-K shall not be deemed
to be incorporated by reference into any registration statement or other
document filed pursuant to the Securities Act of 1933, as amended.

On September 20, 2005, the Company presented the information contained in the
attached press release to institutional investors and financial analysts at a
conference hosted by the Company. The conference was simultaneously webcast live
at the Company's website at www.heinz.com. An archive of the conference with
slide presentation will be available on the Company's website for one year.


                               INDEX TO EXHIBITS

Exhibit Number
(Referenced to
Item 601 of
Regulation S-K)                     Description of Exhibit
- ---------------                     ----------------------
99                                  H.J. Heinz Company Press Release dated
                                    September 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: September 22, 2005


                                 EXHIBIT INDEX

Exhibit NO.                         Description
- -----------                         -----------
99                                  H. J. Heinz Company Press Release dated
                                    September 20, 2005

EX-99

                                                                  Exhibit 99

                                                                NEWS RELEASE

       HEINZ
  WORLD HEADQUARTERS
"THE GOOD FOOD COMPANY"

FOR RELEASE UPON RECEIPT

             HEINZ UNVEILS DETAILS OF GROWTH AND INNOVATION STRATEGY

     o    COMPANY TO FOCUS ON THREE ATTRACTIVE CATEGORIES WHERE IT HAS UNIQUE
          STRENGTHS - KETCHUP, CONDIMENTS & SAUCES, MEALS & SNACKS, AND INFANT
          NUTRITION;

     o    HEINZ EUROPE TO REPLICATE THE COMPANY'S SUCCESSFUL MODEL OF FOCUSED
          GROWTH IN NORTH AMERICA AND AUSTRALASIA;

     o    COMPANY IN DISCUSSION WITH INVESTMENT BANKS REGARDING POTENTIAL
          DIVESTITURES OF NON-CORE BUSINESSES.


PITTSBURGH, SEPTEMBER 20, 2005 - H.J. Heinz Company (NYSE: HNZ) at a meeting
with security analysts in Pittsburgh today will unveil its growth and innovation
strategy, which when completed is expected to drive annual revenue growth of 3%
to 4%, earnings per share growth near the upper end of a 6% to 8% range off the
Fiscal Year 2006 pro forma base, and operating free cash flow (cash from
operations less capital expenditures) of approximately $800 million to $1
billion a year.

Heinz's plans include focusing on three attractive food categories where it has
unique strengths - Ketchup, Condiments & Sauces, Meals & Snacks, and Infant
Nutrition. Heinz said that it is the "category champion" in these businesses by
virtue of its detailed knowledge of consumer preferences, its distribution and
channel expertise (including its world-class foodservice business), its
operational capabilities with leading-edge tomato technologies, and the strength
of


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





its brands, especially the iconic Heinz(R) brand, which has approximately $3
billion in sales and represents one-third of global revenue.

Heinz's growth plans include increased innovation in new products, creative
recipes and packaging as a key contributor to sales and profit margin growth.
The company this week opened a new Global Innovation and Quality Center in
Pittsburgh where more than 100 chefs, nutritionists and researchers will be the
driving force for product development in Heinz's three core categories.

At the meeting with analysts, Heinz also plans to discuss dramatically improving
its business and distribution systems, benefiting both Heinz and the retail
trade. Heinz is moving to an integrated rolling 24-month planning system ("Heinz
Business Management"), which will improve demand forecasting and greatly
facilitate new product introduction and promotion planning.

STRONGER CORE CATEGORY FOCUS

In addition to focusing on three food categories where it has leading brands and
superior capabilities, Heinz will drive for greater scale and leverage in key
markets and countries. The company is in discussion with its investment bankers
regarding the potential divestiture of non-core businesses representing
approximately $1.4 billion of annualized sales. These potential sales would
include seafood, vegetable and frozen businesses in Europe (including the Petit
Navire(R), John West(R) and HAK(R) brands) and the Tegel(R) poultry business in
New Zealand. Following these potential divestitures, Heinz Europe would generate
annual revenue of $2.5


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billion, representing approximately 30% of Heinz's global sales, with leading
brands and a streamlined, less costly organization. Heinz has retained the
services of J.P. Morgan & Company and UBS to assist with the potential
divestitures.

FISCAL YEAR 2006

Heinz confirmed that it is on track to achieve its previously forecasted EPS
range for Fiscal 2006 of $2.35 to $2.45. (This represents results from
continuing operations, excluding special items currently estimated to be $100
million which include costs associated with organizational streamlining.) Net
sales growth for the year is expected to be at the upper end of the 4% to 6%
range. EPS results are likely to be at the lower end of the range as a result of
much higher fuel costs and the significant strengthening of the U.S. dollar.

For the second quarter, Heinz expects a modest increase in operating income
excluding special items versus the prior year. Largely due to the timing of tax
expenses and higher interest rates, the company anticipates second-quarter EPS
to be below the prior year.

Heinz expects a net dilution range from the potential divestitures of $0.25 to
$0.29 per share, which includes the impact of the tax-advantaged status of the
potentially divested businesses. Reflecting the effect of these potential
divestitures as of the beginning of fiscal year 2006, the pro forma EPS of the
remaining core businesses would be $2.10 to $2.16, excluding special items. The
sale proceeds are estimated to be approximately $1 billion of which a portion
would be used for share repurchase with the remainder being applied to debt
reduction. Importantly,


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gross profit margins would be expected to improve by at least 200 basis points
and the cash conversion cycle by approximately five days. Heinz also expects
future dividend increases of between 4% to 6% a year from its current $1.20
annualized payout per share.

Commenting on the new growth plans, Heinz Chairman, President and Chief
Executive Officer, William R. Johnson said "Heinz is becoming an even more
attractive investment opportunity as we focus on three strong categories where
we have the consumer expertise, the leading brands and operational capabilities
to generate stronger and higher quality growth in profits and sales. Heinz has
successfully demonstrated the effectiveness of this model in North America and
in Australasia, and we will extend it to Europe and to the fast-growing emerging
markets of China, India, Russia and Indonesia. Our recent acquisitions of the
iconic condiments and sauces brands Lea & Perrins(R) and HP(R), together with
Petrosoyuz(R) in Russia, reinforce and strengthen this global strategy.
Meanwhile, Heinz's record improvement in cash conversion cycle over the last
three years gives us the balance sheet strength and the financial flexibility to
support dividend growth and share repurchases, enabling us to maximize
shareholder value as we go forward."

The company is still evaluating the impact of FASB 123R and its long-term
incentive program. Such costs are not included in the projected ranges.

MEETING WITH SECURITIES ANALYSTS - INTERNET BROADCASTS

         Heinz will host a meeting with security analysts today at 9:30 a.m.
(Eastern Time). The call will be webcast live on www.heinz.com and will be
archived for playback beginning at 4 p.m. The meeting is available live via
conference call at 1-800-933-5758 (listen only). It will be hosted by William R.
Johnson, Chairman, President and CEO, and include presentations from Heinz
global management team.

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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
ability to identify and anticipate and respond through innovation to consumer
trends, 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 identify and complete
and the timing, pricing and success of acquisitions, joint ventures,
divestitures and other strategic initiatives, the success of Heinz's growth and
innovation strategy and the ability to limit disruptions to the business
resulting from the emphasis on three core categories and potential divestitures,
the ability to effectively integrate acquired businesses, 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), HP(R) and
Lea & Perrins(R), 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.


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     CONTACTS:

                  MEDIA:

                  Ted Smyth, 412-456-5780;

                  Debbie Foster, 412-456-5778;



                  INVESTOR CONTACT:

                  Jack Runkel, 412-456-6034





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