S-8

As filed with the Securities and Exchange Commission on July 5, 2006

Registration No. 333-                    

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

H. J. Heinz Company

(Exact name of registrant as specified in its charter)

Pennsylvania	25-0542520
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

600 Grant Street 60th Floor Pittsburgh, Pennsylvania	15219
(Address of principal executive offices)	(Zip code)

H. J. Heinz Company Employees Retirement and Savings Plan
H. J. Heinz Company SAVER Plan
(Full title of the plan)

Theodore N. Bobby
Senior Vice President and General Counsel
H. J. Heinz Company
600 Grant Street, 60th Floor
Pittsburgh, Pennsylvania 15219
(Name and address of agent for service)

(412) 456-5700
(Telephone number, including area code, of agent for service )

CALCULATION OF REGISTRATION FEE

		Proposed maximum	Proposed maximum
Title of securities	Amount to be	offering price	aggregate	Amount of
to be registered	Registered (1)(2)	per share (3)	offering price (3)	registration fee (3)
Common Stock, $0.25 par value	1,500,000	$40.10	$60,150,000	$6,436.05

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”) this registration statement shall be deemed to register an indeterminate amount of interests to be offered and sold pursuant to the H. J. Heinz Company Employees Retirement and Savings Plan and the H. J. Heinz Company SAVER Plan. Pursuant to Rule 452(h)(2) under the Securities Act, no filing fee is payable with respect to these interests.

(2) Pursuant to Rule 416(a) under the Securities Act, the number of shares of Common Stock registered shall be adjusted to include any additional shares that may become issuable as a result of stock splits, stock dividends or similar transactions in accordance with the anti-dilution provisions of the H. J. Heinz Company Employees Retirement and Savings Plan and the H. J. Heinz Company SAVER Plan.

(3) Estimated pursuant to Paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee, based upon the average of the high and low sales prices per share of the Common Stock on June 28, 2006, as reported on the New York Stock Exchange.

EXPLANATORY NOTE

     This registration statement on Form S-8 is filed by H. J. Heinz Company pursuant to General Instruction E to Form S-8 to register an additional 1,500,000 shares of Common Stock that may be offered and sold to participants under the H. J. Heinz Company Employees Retirement and Savings Plan and the H. J. Heinz Company SAVER Plan (together, the “Plans”). The contents of the registration statements on Form S-8, file numbers, 2-51719 and 33-32563, previously filed by H. J. Heinz Company and relating to the registration of shares of Common Stock for issuance under the Plans, are hereby incorporated by reference to this registration statement in accordance with General Instruction E to Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit Numbers	Exhibit
3.1	Articles of Amendment of H. J. Heinz Company, dated July 13, 1994, amending and restating the amended and restated Articles of Amendment in their entirety (incorporated by reference to Exhibit 3(i) to H. J. Heinz Company’s annual report on Form 10-K for the fiscal year ended April 27, 1994)
3.2	By-Laws of H. J. Heinz Company, as amended effective June 12, 2002 (incorporated by reference to Exhibit 3 to H. J. Heinz Company’s quarterly report on Form 10-Q for the three months ended July 31, 2002)
5.1	Opinion of Theodore N. Bobby, Senior Vice President and General Counsel
23.1	Consent of Theodore N. Bobby (contained in Exhibit 5.1)
23.2	Consent of PricewaterhouseCoopers LLP
24.1	Power of Attorney (included as part of the signature page of this registration statement)

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania on July 5, 2006.

H. J. Heinz Company
By:	/s/  Theodore N. Bobby
	Theodore N. Bobby Senior Vice President and General Counsel

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William R. Johnson, Arthur Winkleblack and Theodore N. Bobby, and each of them, such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign a Registration Statement on Form S-8 and to sign any and all amendments to such Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or such person’s or person’s substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     This Power of Attorney has been signed below as of the 10^th day of May, 2006 by the following persons in the capacities indicated.

Signature	Title
* William R. Johnson	Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)
* Charles E. Bunch	Director
* Mary C. Choksi	Director
* Leonard S. Coleman, Jr.	Director
* Peter H. Coors	Director
* John G. Drosdick	Director
* Edith E. Holiday	Director
* Candace Kendle	Director
* Dean R. O’Hare	Director
* Dennis H. Reilley	Director
* Lynn C. Swann	Director
* Thomas J. Usher	Director
* Arthur Winkleblack	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
* Edward J. McMenamin	Vice President — Finance (Principal Accounting Officer)

*By:	/s/ Theodore N. Bobby
	Theodore N. Bobby Attorney-In-Fact

Pursuant to the requirements of the Securities Act of 1933, the persons who administer the H. J. Heinz Company Employees Retirement and Savings Plan and the persons who administer the H. J. Heinz Company SAVER Plan have duly caused this registration statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on this 5th day of July, 2006.

H. J. Heinz Company
Employees Retirement and Savings Plan
By:	/s/ Randolph W. Keuch
	Chairman, Employee Benefits Administration Board
H. J. Heinz Company SAVER Plan
By:	/s/ Randolph W. Keuch
	Chairman, Employee Benefits Administration Board

Index to Exhibits

Exhibit Numbers	Exhibit
3.1	Articles of Amendment of H. J. Heinz Company, dated July 13, 1994, amending and restating the amended and restated Articles of Amendment in their entirety (incorporated by reference to Exhibit 3(i) to H. J. Heinz Company’s annual report on Form 10-K for the fiscal year ended April 27, 1994)
3.2	By-Laws of H. J. Heinz Company, as amended effective June 12, 2002 (incorporated by reference to Exhibit 3 to H. J. Heinz Company’s quarterly report on Form 10-Q for the three months ended July 31, 2002)
5.1	Opinion of Theodore N. Bobby, Senior Vice President and General Counsel
23.1	Consent of Theodore N. Bobby (contained in Exhibit 5.1)
23.2	Consent of PricewaterhouseCoopers LLP
24.1	Power of Attorney (included as part of the signature page of this registration statement)

EX-5.1

Exhibit 5.1

July 5, 2006

H. J. Heinz Company
U.S. Steel Building, 60^th Floor
600 Grant Street
Pittsburgh, PA 15219

RE: Registration Statement on Form S-8

Gentlemen:

     I am Senior Vice President and General Counsel of H. J. Heinz Company (the “Company”) and have acted in such capacity in connection with the Registration Statement on Form S-8 under the Securities Act of 1933 relating to 1,500,000 shares of the Company’s Common Stock, $.25 par value per share (the “Plan Shares”), reserved for the purposes of the Company’s Employees Retirement and Savings Plan and SAVER Plan (together, the “Plans”).

     In connection therewith, I (or attorneys under my supervision) have examined originals or copies, certified or otherwise identified to my satisfaction, of the Registration Statement and such documents, corporate records, certificates of public officials and other instruments as I have deemed necessary for the purpose of this opinion. Upon the basis of the foregoing, I am pleased to advise you that, in my opinion, the Plan Shares reserved for the purpose of the Plan have been duly authorized and the Plan Shares, when issued and sold pursuant to the Plan, will be legally issued, fully paid, and non-assessable, except as the foregoing may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including without limitation, those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

     I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.

Very truly yours,

Theodore N. Bobby

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 20, 2006 relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, of H. J. Heinz Company, which appears in H. J. Heinz Company’s Annual Report on Form 10-K for the year ended May 3, 2006.

We also consent to the incorporation by reference in this Registration Statement of our reports dated June 28, 2006 relating to the financial statements, which appear in the Annual Reports of H. J. Heinz Company Employees Retirement and Savings Plan and H. J. Heinz Company SAVER Plan on Form 11-K for the year ended December 31, 2005.

/s/PricewaterhouseCoopers LLP
Pittsburgh, PA
July 5, 2006