EX-24

                   Microsoft Word 11.0.6568;POWER OF ATTORNEY

     Know all by these  presents,  that the undersigned  hereby  constitutes and
appoints  each of Brian L.  Schorr  and Stuart I.  Rosen,  signing  singly,  the
undersigned's true and lawful attorney-in-fact to:

(1)  complete  and  execute  for  and  on  behalf  of  the  undersigned,  in the
     undersigned's capacity as (i) a director,  and/or (ii) a 10% shareholder of
     H. J. Heinz Company (the  "Company"),  Forms 3, 4, and 5 in accordance with
     Section  16(a)  of the  Securities  Exchange  Act of  1934  and  the  rules
     thereunder; and

(2)  do and perform any and all acts for and on behalf of the undersigned  which
     may be necessary or desirable to complete and execute any such Form 3, 4 or
     5,  complete and execute any amendment or  amendments  thereto,  and timely
     file such form with the United States  Securities  and Exchange  Commission
     and any stock exchange or similar authority.

     The undersigned hereby grants to each such  attorney-in-fact full power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute or substitutes,  shall lawfully do or cause to be
done by virtue of this  power of  attorney  and the  rights  and  powers  herein
granted. The undersigned acknowledges that the foregoing  attorneys-in-fact,  in
serving in such  capacity at the request of the  undersigned,  are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the  Securities  Exchange  Act of 1934  ("Section  16").  The
undersigned  hereby agrees on behalf of the  undersigned  and the  undersigned's
heirs,  executors,  legal  representatives and assigns to indemnify,  defend and
hold each of the foregoing  attorneys-in-fact  harmless from and against any and
all  claims  that may  arise  against  such  attorney-in-fact  by  reason of any
violation by the undersigned of the undersigned's responsibilities under Section
16 or any other  claim  relating  to any action  taken by such  attorney-in-fact
pursuant to this Power of Attorney.  This Power of Attorney shall remain in full
force and effect until the undersigned is no longer required to file Forms 3, 4,
and 5 with  respect  to  the  undersigned's  holdings  of  and  transactions  in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF,
the undersigned has caused this Power of Attorney to be executed as of this 19th
day of September, 2006.
                          TRIAN FUND MANAGEMENT L.P.
                          By: Trian Fund Management, G.P. LLC
                              Its General Partner


                          By: /s/Nelson Peltz
                              ---------------------------------
                              Nelson Peltz
                              Member

EX-24

                   Microsoft Word 11.0.6568;POWER OF ATTORNEY

     Know all by these  presents,  that the undersigned  hereby  constitutes and
appoints  each of Brian L.  Schorr  and Stuart I.  Rosen,  signing  singly,  the
undersigned's true and lawful attorney-in-fact to:

(1)  complete  and  execute  for  and  on  behalf  of  the  undersigned,  in the
     undersigned's capacity as (i) a director,  and/or (ii) a 10% shareholder of
     H. J. Heinz Company (the  "Company"),  Forms 3, 4, and 5 in accordance with
     Section  16(a)  of the  Securities  Exchange  Act of  1934  and  the  rules
     thereunder; and

(2)  do and perform any and all acts for and on behalf of the undersigned  which
     may be necessary or desirable to complete and execute any such Form 3, 4 or
     5,  complete and execute any amendment or  amendments  thereto,  and timely
     file such form with the United States  Securities  and Exchange  Commission
     and any stock exchange or similar authority.

     The undersigned hereby grants to each such  attorney-in-fact full power and
authority  to do and perform any and every act and thing  whatsoever  requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally  present,  with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute or substitutes,  shall lawfully do or cause to be
done by virtue of this  power of  attorney  and the  rights  and  powers  herein
granted. The undersigned acknowledges that the foregoing  attorneys-in-fact,  in
serving in such  capacity at the request of the  undersigned,  are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the  Securities  Exchange  Act of 1934  ("Section  16").  The
undersigned  hereby agrees on behalf of the  undersigned  and the  undersigned's
heirs,  executors,  legal  representatives and assigns to indemnify,  defend and
hold each of the foregoing  attorneys-in-fact  harmless from and against any and
all  claims  that may  arise  against  such  attorney-in-fact  by  reason of any
violation by the undersigned of the undersigned's responsibilities under Section
16 or any other  claim  relating  to any action  taken by such  attorney-in-fact
pursuant to this Power of Attorney.  This Power of Attorney shall remain in full
force and effect until the undersigned is no longer required to file Forms 3, 4,
and 5 with  respect  to  the  undersigned's  holdings  of  and  transactions  in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF,
the undersigned has caused this Power of Attorney to be executed as of this 19th
day of September, 2006.
                          TRIAN FUND MANAGEMENT L.P.
                          By: Trian Fund Management, G.P. LLC
                              Its General Partner


                          By: /s/Peter W. May
                              ---------------------------------
                              Peter W. May
                              Member