EXHIBIT 99.6

                           AMENDMENT NO.1 TO AGREEMENT

     Reference is made to the Agreement made the 7th day of February, 2006 (the
"Agreement"), by and among Sandell Asset Management Corp. ("Sandell"), 40 West
57th Street, New York, NY 10019, and Trian Fund Management, L.P. ("Trian"), 280
Park Avenue, 41st Floor, New York, NY 10017, with respect to H. J. Heinz
Company, a Pennsylvania corporation. The parties hereto desire to amend the
Agreement pursuant to this Amendment, made as of the 15th day of September, 2006
(this "Amendment"). Capitalized terms used and not defined herein shall have the
meanings ascribed thereto in the Agreement.

     The parties hereto agree as follows:

1.  AMENDMENT. The provisions of Section 5 of the Agreement are hereby deleted
and replaced in their entirety with the following:

     "This Agreement shall terminate on December 1, 2006; PROVIDED, HOWEVER,
that the provisions set forth in Section 3 hereof and the governing law
provisions set forth in Section 6(a) hereof shall survive any termination of
this Agreement."

2.  MISCELLANEOUS.

     (a) Except as described in Section 1 above or in the agreement executed and
delivered on September 15, 2006 among Bear, Stearns & Co. Inc., Trian and
Sandell, the terms and provisions of the Agreement shall remain in full force
and effect.

     (b) This Amendment may be executed in counterparts.

         IN WITNESS WHEREOF, the undersigned have entered into this Amendment as
of the day and year first above written.

TRIAN FUND MANAGEMENT, L.P.                  SANDELL ASSET MANAGEMENT CORP.
By:  Trian Fund Management GP, LLC,
     its General Partner


By: /s/ EDWARD P. GARDEN                     By: /s/ THOMAS E. SANDELL
   ---------------------------------             -------------------------------
    Name:   Edward P. Garden                     Name:  Thomas. E. Sandell
    Title:  Member                               Title: Chief Executive Officer