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^*

Berry Jeff M

(Last)

(First)

(Middle)

PO BOX 193575

(Street)

SAN FRANCISCO

94119

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2006

3. Issuer Name and Ticker or Trading Symbol
DEL MONTE FOODS CO [ DLM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President & Treasurer

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, $0.01, par value	5,100⁽¹⁾	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)
Performance Shares	⁽²⁾	⁽³⁾	Common Stock	5,400	⁽⁴⁾	D
Performance Shares	⁽⁵⁾	⁽³⁾	Common Stock	3,600	⁽⁴⁾	D
Stock Option (right to purchase)	⁽⁶⁾	04/01/2013	Common Stock, $0.01 par value	12,000	$7.38	D
Stock Option (right to purchase)	⁽⁷⁾	04/08/2013	Common Stock, $0.01, par value	45,000	$7.37	D
Stock Option (right to purchase)	⁽⁸⁾	09/12/2013	Common Stock, $0.01, par value	24,900	$8.78	D
Stock Option (right to purchase)	⁽⁹⁾	09/22/2014	Common Stock, $0.01, par value	40,000	$10.59	D
Stock Option (right to purchase)	⁽¹⁰⁾	09/29/2015	Common Stock, $0.01, par value	15,000	$10.24	D

Explanation of Responses:

1. This entry reflects two grants of Performance Accelerated Restricted Stock Units (2,900 on 9/12/03 and 2,200 on 9/29/05) that vest 100% on the fifth anniversary of the transaction date; vesting may be accelerated to third or fourth anniversary of transaction date if certain performance milestones are met.

2. Vesting of performance shares is based on the Company's achievement of certain ROIC targets with 25% eligible to vest on the first day after the Company files its Form 10-K for the fiscal year ending April 29, 2007; 25% eligible to vest on the first day after the Company files its Form 10-K for the fiscal year ending April 27, 2008; and 50% eligible to vest on the first day after the Company files its Form 10-K for the fiscal year ending May 3, 2009. The vesting of the performance share award shall be accelerated to include cumulatively the next level(s) of vesting commensurate with the level of ROIC target achieved. Because the vesting of the performance shares is tied to a performance measure that is not the Company's stock price, the performance shares are not currently considered "derivative securities" under applicable rules and accordingly the Reporting Person may be considered to have reported these performance shares voluntarily.

3. Performance shares either vest or forfeit on their respective vesting dates.

4. 1 for 1

5. Vesting of performance shares generally is based on the Company's achievement of certain ROIC targets with 25% eligible to vest on the first day after the Company files its Form 10-K for the fiscal year ending April 27, 2008; 25% eligible to vest on the first day after the Company files its Form 10-K for the fiscal year ending May 3, 2009; and 50% eligible to vest on the first day after the Company files its Form 10-K for the fiscal year ending May 2, 2010. The vesting of the performance share award shall be accelerated to include cumulatively the next level(s) of vesting commensurate with the level of ROIC target achieved. Because the vesting of the performance shares is tied to a performance measure that is not the Company's stock price, the performance shares are not currently considered "derivative securities" under applicable rules and accordingly the Reporting Person may be considered to have reported these performance shares voluntarily.

6. Vests 25% per year for four (4) years, with the first 25% vesting 4/1/2004

7. Vests 75% on 4/8/2006 and 25% on 4/8/2007

8. Vests 25% per year for four (4) years, with the first 25% vesting 9/12/2004

9. Vests 25% per year for four (4) years, with the first 25% vesting 9/22/2005

10. Vests 25% per year for four (4) years, with the first 25% vesting 9/29/2006

Remarks:

	James Potter, signed pursuant to power of attorney	08/04/2006
	** 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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