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* Nollen Margaret Roach (Last) (First) (Middle) H. J. HEINZ COMPANY P.O. BOX 57 (Street) PITTSBURGH PA 15230 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/14/2011	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) Sr. VP of Investor Relations	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)
H. J. Heinz Company, Common Stock. $.25 Par Value	20,902(1)	D
H. J. Heinz Company, Common Stock, $.25 Par Value	3,436	I	H. J. Heinz Company Employee Retirement and Savings Plan Account as of January 31, 2011.

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(2)	09/03/2017	Common Stock, $.25 Par Value	12,313	$46.42	D

Explanation of Responses:

1. Includes 1,451 shares purchased through the Heinz Global Stock Purchase Plan.

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

Remarks:

* Power of Attorney attached as Exhibit 24.

	Patrick J. Guinee, Attorney-in-Fact for Margaret R. Nollen*	02/18/2011
	** 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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