8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 28, 2005

DEL MONTE FOODS COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware	001-14335	13-3542950
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Market @ The Landmark San Francisco, California	94105
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (415)247-3000

N/A

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Section 7 – Regulation FD
	Item 7.01. Regulation FD Disclosure
	Section 9 – Financial Statements and Exhibits
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure

The information contained in this Item 7.01 and in the accompanying exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On December 28, 2005, Del Monte Corporation, a wholly-owned subsidiary of Del Monte Foods Company, announced via press release that it has completed its offer to exchange up to $250.0 million principal amount of newly issued 6³/4% Senior Subordinated Notes Due 2015, registered under the Securities Act of 1933, for a like principal amount of its outstanding, privately placed 6³/4% Senior Subordinated Notes Due 2015. The exchange offer did not affect Del Monte’s outstanding debt levels, as new notes issued pursuant to the registration under the Securities Act were issued only upon cancellation of a like amount of currently outstanding notes.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

The information contained in this Item 9.01 and in the accompanying exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

     (c) Exhibits.

Exhibit	Description
99.1	Del Monte Foods Company Press Release dated December 28, 2005.

2

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Del Monte Foods Company
Date: December 28, 2005	By:	/s/ James Potter
		Name:	James Potter
		Title:	Secretary

3

EXHIBIT INDEX

Exhibit	Description
99.1	Del Monte Foods Company Press Release dated December 28, 2005.

4

EX-99.1

Exhibit 99.1

Del Monte Foods Company
P.O. Box 193575
San Francisco, CA 94119-3575 NEWS RELEASE

DEL MONTE CORPORATION ANNOUNCES
EXPIRATION OF EXCHANGE OFFER

     SAN FRANCISCO, CA, December 28, 2005 — Del Monte Corporation, a wholly-owned subsidiary of Del Monte Foods Company (NYSE:DLM), announced that it has completed its exchange offer to exchange up to $250.0 million principal amount of newly issued 6³/4% Senior Subordinated Notes Due 2015, registered under the Securities Act of 1933, for a like principal amount of its outstanding, privately placed 6³/4% Senior Subordinated Notes Due 2015. The newly issued notes are guaranteed on a subordinated basis by Del Monte Foods Company and on a senior subordinated basis by certain wholly-owned subsidiaries of Del Monte Corporation.

     Approximately $247.2 million aggregate principal amount, or 98.9%, of the privately placed 6³/4% Senior Subordinated Notes Due 2015 were exchanged in the exchange offer and were accepted by Del Monte Corporation. The exchange offer expired at 5:00 p.m. New York City time on December 20, 2005.

     The outstanding, privately placed notes were issued in conjunction with the refinancing of a substantial portion of Del Monte Foods’ then-existing indebtedness in February 2005. Del Monte Corporation made the exchange offer to satisfy its obligations under the registration rights agreement relating to the outstanding, privately placed notes in which Del Monte Corporation committed to use its commercially reasonable efforts to issue notes pursuant to a registration under the Securities Act of 1933, which notes generally can be publicly traded, in exchange for the outstanding, privately placed notes, which are subject to certain transfer restrictions. The exchange offer did not affect Del Monte’s outstanding debt levels, as new notes issued pursuant to the registration under the Securities Act were issued only upon cancellation of a like amount of currently outstanding notes.

     This announcement is not an offer to sell any securities, nor a solicitation of any offer to buy any securities. The exchange offer was made only pursuant to Del Monte’s prospectus dated November 21, 2005, which was filed with the Securities and Exchange Commission as part of Del Monte’s Registration Statement on Form S-4.

- more -

     Del Monte Foods is one of the country’s largest and most well known producers, distributors and marketers of premium quality, branded and private label food and pet products for the U.S. retail market, generating over $3 billion in net sales in fiscal 2005. With a powerful portfolio of brands including Del Monte®, Contadina®, StarKist®, S&W®, Nature’s Goodness™, College Inn®, 9Lives®, Kibbles ‘n Bits®, Pup-Peroni®, Snausages®, Pounce® and Meaty Bone®, Del Monte products are found in nine out of ten American households. For more information on Del Monte Foods Company (NYSE:DLM), visit the Company’s website at www.delmonte.com.

CONTACTS:	Media Inquiries	Investor Relations
	Brandy Bergman/Tracy Greenberger	Jennifer Garrison
	Citigate Sard Verbinnen	Del Monte Foods
	(212) 687-8080	(415) 247-3382

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