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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Moran David Charles

(Last)

(First)

(Middle)

H. J. HEINZ COMPANY

P.O. BOX 57

(Street)

PITTSBURGH

15230

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2005

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
Officer (give title below)	X	Other (specify below)
		Pres. Heinz Consumer Products

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	35,653⁽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)	⁽⁴⁾	03/11/2008	Common Stock $.25 Par Value	55,498	$52.03	D
Employee Stock Option (Right to Buy)	⁽³⁾	06/10/2008	Common Stock $.25 Par Value	16,649	$49.21	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	04/21/2009	Common Stock $.25 Par Value	33,299	$44.77	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	10/13/2009	Common Stock $.25 Par Value	27,749	$38.74	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	04/14/2010	Common Stock $.25 Par Value	55,498	$34.01	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	09/12/2010	Common Stock $.25 Par Value	55,498	$33.39	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	09/20/2011	Common Stock $.25 Par Value	53,833	$38.99	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	09/12/2012	Common Stock $.25 Par Value	44,398	$32.06	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	09/12/2013	Common Stock $.25 Par Value	9,524	$34	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	09/22/2013	Common Stock $.25 Par Value	45,000	$34	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	05/19/2014	Common Stock $.25 Par Value	37,000	$37.06	D

Explanation of Responses:

1. Includes 4,708 shares held in the Heinz Global Stock Purchase Plan.

2. Reporting person also indirectly owns 85 shares in the H. J. Heinz Company Employee Retirement and Savings Plan Account as of February 28, 2005.

3. Option vests 40% 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.

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

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

	David C. Moran	03/17/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.