SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

STRAWBRIDGE GEORGE JR

(Last)

(First)

(Middle)

C/O DECHERT LLP

4000 BELL ATL. TWR., 1717 ARCH ST.

(Street)

PHILADELPHIA

19103-2793

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAMPBELL SOUP CO [ CPB ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
07/31/2004

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/12/2004		J	34,270	A	$27.065	7,115,252	I	See⁽¹⁾⁽²⁾
Common Stock	04/12/2004		J	22,103	A	$27.065	7,137,355	I	See⁽¹⁾⁽³⁾
Common Stock	05/25/2004		J	160,000	D	$25.32	6,977,355	I	See⁽¹⁾⁽⁴⁾
Common Stock	05/27/2004		J	31,653	A	$25.505	7,009,008	I	See⁽¹⁾⁽²⁾
Common Stock	05/27/2004		J	20,474	A	$25.505	7,029,482	I	See⁽¹⁾⁽³⁾
Common Stock	07/09/2004		J	96,103	A	$26.165	7,125,585	I	See⁽¹⁾⁽⁵⁾
Common Stock	04/12/2004		J	34,270	D	$27.065	733,604	I	See⁽¹⁾⁽²⁾
Common Stock	05/27/2004		J	31,653	D	$25.505	701,951	I	See⁽¹⁾⁽²⁾
Common Stock	04/12/2004		J	22,103	D	$27.065	157,052	I	See⁽¹⁾⁽³⁾
Common Stock	05/27/2004		J	20,474	D	$25.505	136,578	I	See⁽¹⁾⁽³⁾
Common Stock	05/25/2004		J	160,000	A	$25.32	160,000	I	See⁽¹⁾⁽⁴⁾
Common Stock	07/09/2004		J	96,103	D	$26.165	0	I	See⁽¹⁾⁽⁵⁾
Common Stock	07/31/2004		J	0	A	$0	0	I	See⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Units	⁽¹³⁾	07/31/2004		J	77		⁽¹³⁾	⁽¹³⁾	Common Stock	77	⁽¹³⁾	3,937	D

Explanation of Responses:

1. By a trust of which I am income beneficiary and co-trustee and which I have the power to revoke (the "1991 Trust").

2. By a trust created by me on August 6, 2003 (the "2003 Five Year Trust") of which I am the income beneficiary until August 2008. I am the trustee of this trust. I do not have the power to revoke this trust. On April 12, 2003 34,270 shares and on May 27, 2004 31,653 shares were transferred from the 2003 Five Year Trust to the 1991 Trust.

3. By a trust created by me on August 6, 2003 (the "2003 Two Year Trust") of which I am the income beneficiary until August 2005. I am the trustee of this trust. I do not have the power to revoke this trust. On April 12, 2003 22,103 shares and on May 27, 2004 20,474 shares were transferred from the 2003 Five Year Trust to the 1991 Trust.

4. 160,000 shares were transferred from the 1991 Trust to a new trust created by me on May 25, 2004 (the "2004 Three Year Trust") of which I am the income beneficiary until May 2007. I am the trustee of this trust. I do not have the power to revoke this trust.

5. By a trust created by me on November 19, 2001 (the "2001 Trust") of which I am the income beneficiary until November 2004. I am the trustee of this trust. I do not have the power to revoke this trust. On July 9, 2004 96,103 shares were transferred from the 2001 Trust to the 1991 Trust.

6. I disclaim beneficial ownership of the 11,635,421 shares held by a partnership, a general partner of which is a trust for the benefit of my sister which she has the power to revoke and of which I am a co-trustee (Reported pursuant to Rule 16a-8(b)(2)).

7. I disclaim beneficial ownership of 2,071,056 shares held by trusts for the benefit of my nephews of which I am co-trustee. (Reported pursuant to Rule 16a-8(b)(2)).

8. I disclaim beneficial ownership of 1,000 shares held by a trust for the benefit of my step-daughter of which I am co-trustee. (Reported pursuant to Rule 16a-8(b)(2)).

9. I disclaim beneficial ownership of 1,000 shares held by a trust for the benefit of my step-daughter of which I am co-trustee. (Reported pursuant to Rule 16a-8(b)(2)).

10. I disclaim beneficial ownership of 111,464 shares held by trusts for the benefit of one of my adult sons who currently resides with me. (I do not serve as a trustee.). I disclaim beneficial ownership of 48,530 shares held by a trust for the benefit of one of my adult sons who currently resides with me (I do serve as a co-trustee). (Reported pursuant to Rule 16a-8(b)(2)).

11. I disclaim beneficial ownership of 2,142,320 shares held by trusts for the benefit of my descendants. (I do not serve as a trustee.). I disclaim beneficial ownership of 48,530 shares held by a trust for the benefit of one of my adult sons who does not currently reside with me (I do serve as co-trustee). (Reported pursuant to Rule 16a-8(b)(2)).

12. I disclaim beneficial ownership of 3,000 shares held by a trust for the benefit of my wife of which I am co-trustee. (Reported pursuant to Rule 16a-8(b)(2)).

13. These phantom shares were credited to the reporting person's deferred compensation account during the last fiscal year.

	Robert L. Freedman, By Power of Attorney	09/03/2004
	** 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 4 (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.
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