SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BOBBY THEODORE NICHOLAS

(Last)

(First)

(Middle)

H. J. HEINZ COMPANY

P.O. BOX 57

(Street)

PITTSBURGH

15230-0057

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/14/2005

3. Issuer Name and Ticker or Trading Symbol
HEINZ H J CO [ HNZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP and Acting General Counsel

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $.25 Par Value	18,669⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽³⁾	04/10/2006	Employee Stock Option (Right to Buy)	11,100	$28.94	D
Employee Stock Option (Right to Buy)	⁽³⁾	04/09/2007	Employee Stock Option (Right to Buy)	11,099	$34.91	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	06/10/2008	Employee Stock Option (Right to Buy)	12,209	$49.21	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	04/21/2009	Employee Stock Option (Right to Buy)	9,990	$44.77	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	10/13/2009	Employee Stock Option (Right to Buy)	11,099	$38.74	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	09/12/2010	Employee Stock Option (Right to Buy)	17,759	$33.39	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	09/20/2011	Employee Stock Option (Right to Buy)	20,534	$38.99	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	09/12/2012	Employee Stock Option (Right to Buy)	26,084	$32.06	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	09/12/2013	Employee Stock Option (Right to Buy)	47,619	$34	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	09/22/2013	Employee Stock Option (Right to Buy)	26,090	$34	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	05/19/2014	Employee Stock Option (Right to Buy)	7,000	$37.06	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	01/11/2015	Employee Stock Option (Right to Buy)	8,000	$37.76	D

Explanation of Responses:

1. Includes 5,198 shares held in the Heinz Global Stock Purchase Plan.

2. Reporting person also indirectly owns 14,296 shares in the H. J. Heinz Company Employee Retirement and Savings Plan account as of December 31, 2004.

3. Option vests in one-third increments on each of the third, fourth and fifth anniversaries of the date of the grant.

4. Option vests in 40% increment on the first anniversary of the date of the grant, and vests completely on the eighth anniversary subject to earlier vesting in years 2 through 7 based upon the Company's performance against pre-determined criteria.

5. Option vests on third anniversary of date of the grant.

6. Option vests in 25% increments on each of the first four anniversaries of the date of the grant.

	Theodore N. Bobby	01/21/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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