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^*

Ciesinski David Alan

(Last)

(First)

(Middle)

P.O. BOX 57

(Street)

PITTSBURGH

15230

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2006

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-Office of Chrmn & Strategy

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	8,505	D
Common Stock, $.25 Par Value	577	I	H. J. Heinz Company Employee Retirement and Savings Plan Account as of January 31, 2006.

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)
Common Stock, $.25 Par Value	⁽¹⁾	09/12/2012	Employee Stock Option, Right to Buy	1,110	$32.0645	D
Common Stock, $.25 Par Value	⁽¹⁾	03/11/2013	Employee Stock Option, Right to Buy	2,000	$29.7	D
Common Stock, $.25 Par Value	⁽¹⁾	06/02/2013	Employee Stock Option, Right to Buy	3,000	$33.17	D
Common Stock, $.25 Par Value	⁽²⁾	09/12/2013	Employee Stock Option, Right to Buy	3,370	$34	D
Common Stock, $.25 Par Value	⁽³⁾	05/19/2014	Employee Stock Option, Right to Buy	600	$37.06	D
Common Stock, $.25 Par Value	⁽³⁾	08/01/2014	Employee Stock Option, Right to Buy	2,400	$37.28	D

Explanation of Responses:

1. Option vests on third anniversary of date of grant.

2. Option vests in four equal installments beginning on September 12, 2004.

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

Remarks:

Power of attorney included in this filing as Exhibit 24.

	Patrick J. Guinee, Attorney-in-Fact for David A. Ciesinski	02/10/2006
	** 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.
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