8-K

UNITED STATES
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): January 13, 2005

DEL MONTE FOODS COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware	001-14335	13-3542950
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Market @ The Landmark
San Francisco, California		94105
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (415) 247-3000

N/A

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 8 – Other Events

Item 8.01. Other Events

On January 13, 2005, Del Monte Foods Company announced via press release that its wholly-owned subsidiary, Del Monte Corporation, is considering a private placement of senior subordinated notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

     (c) Exhibits.

Exhibit	Description
99.1	Del Monte Foods Company Press Release dated January 13, 2005.

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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 hereunto duly authorized.

	Del Monte Foods Company
Date: January 13, 2005	By:	/s/ James Potter
		Name:	James Potter
		Title:	Secretary

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EXHIBIT INDEX

Exhibit	Description
99.1	Del Monte Foods Company Press Release dated January 13, 2005.

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EX-99.1

Exhibit 99.1

NEWS RELEASE

Del Monte Foods Company
P.O. Box 193575
San Francisco, CA 94119-3575

DEL MONTE FOODS COMPANY CONTEMPLATES SENIOR
SUBORDINATED NOTE OFFERING

SAN FRANCISCO, January 13, 2005 — Del Monte Foods Company (NYSE: DLM) announced today that its wholly-owned subsidiary Del Monte Corporation (“Del Monte”) is considering a private placement of senior subordinated notes (the “New Notes”). The proceeds of the New Notes, if issued, would be used, together with borrowings under a contemplated new or amended senior secured credit facility, to purchase any or all of Del Monte’s outstanding 9 1/4% senior subordinated notes due 2011 (the “Existing Notes”) which are tendered pursuant to the cash tender offer and consent solicitation commenced by Del Monte on January 10, 2005 with respect to the Existing Notes.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy the New Notes, nor does it constitute an offer to buy or the solicitation of an offer to sell the Existing Notes. The New Notes will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release contains forward-looking statements conveying management’s expectations as to the future based on plans, estimates and projections at the time Del Monte Foods Company makes the statements. Forward-looking statements involve inherent risks and uncertainties and the Company cautions you that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. The forward-looking statements contained in this press release include statements related to the possible offering of the New Notes, the contemplated new or amended senior secured credit facility, and the tender offer and consent solicitation relating to the Existing Notes, including the possible completion of any of such transactions. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company does not undertake to update any of these statements in light of new information or future events.

CONTACTS:
	Brandy Bergman/Tracy Greenberger (Media) Citigate Sard Verbinnen (212) 687-8080	Tom Gibbons (Analysts) Del Monte Foods (415) 247-3382