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^*

Ostryniec Robert Paul

(Last)

(First)

(Middle)

H.J. HEINZ COMPANY

P.O. BOX 57

(Street)

PITTSBURGH

15230

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2010

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)
	SVP-Chief Supply Chain Officer

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	20,671⁽¹⁾	D
Common Stock, $.25 Par Value	397	I	H. J. Heinz Company Employee Retirement and Savings Plan Account as of January 31, 2010.

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)
Employee Stock Option (Right to Buy)	⁽²⁾	09/12/2013	Common Stock, $.25 Par Value	10,000	$34	D
Employee Stock Option (Right to Buy)	⁽³⁾	05/19/2014	Common Stock, $.25 Par Value	6,000	$37.06	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	08/27/2014	Common Stock, $.25 Par Value	13,440	$45.54	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	08/25/2015	Common Stock, $.25 Par Value	15,900	$51.25	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	08/24/2016	Common Stock, $.25 Par Value	19,621	$39.03	D

Explanation of Responses:

1. Includes 1,066 shares purchased through the Heinz Global Stock Purchase Plan.

2. Option vested in 25% increments on each of the following dates: 9/12/2004; 9/12/2005; 9/12/2006; 9/12/2007.

3. Option vested in 25% increments on each of the following dates: 5/19/2005; 5/19/2006; 5/19/2007; 5/19/2008.

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

Remarks:

* Power of attorney is attached as Exhibit 24.

	/s/ Patrick J. Guinee, Attorney-in-Fact for Robert P. Ostryniec*	02/11/2010
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.