8-A12B/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Amendment No. 3 to
FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934

THE J. M. SMUCKER COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Ohio	36-0538550
(State of Incorporation or Organization)	(I.R.S. Employer Identification no.)
Strawberry Lane, Orrville, Ohio	44667-0280
(Address of Principal Executive Offices)	(Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. þ If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o

Securities Act registration statement file number to which this form relates (if applicable): N/A

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which
to be so Registered	Each Class is to be Registered
Rights to Purchase Preferred Shares	New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:

N/A
(Title of Class)

Item 1. Description of Registrant’s Securities To Be Registered.

     Effective as of June 4, 2008, the Amended and Restated Rights Agreement, dated as of August 28, 2000, between The J. M. Smucker Company, an Ohio corporation (the “Company”), and Computershare Investor Services, LLC, successor to Harris Trust and Savings Bank, as rights agent (the “Rights Agent”), as amended by Amendment No. 1 to Amended and Restated Rights Agreement, dated as of October 9, 2001, between the Company and the Rights Agent (the “Rights Agreement”), was amended. The amendment made the provisions of the Rights Agreement inapplicable to the Voting Agreement and Irrevocable Proxy, dated as of June 4, 2008, by and among The Procter & Gamble Company, an Ohio corporation, and those certain shareholders of the Company identified on the signature pages thereto, and the transactions contemplated thereby.

     The foregoing summary description of the amendment is qualified in its entirety by reference to the full text of the amendment, a copy of which has been filed as Exhibit 4.1 hereto and which is incorporated by reference herein. Documents filed by the Company with the SEC, including the Rights Agreement, and the related Summary of Rights, which is attached as Exhibit C to the Rights Agreement, can be obtained free of charge from the SEC’s website at www.sec.gov, or from Smucker upon written request to The J. M. Smucker Company, Shareholder Relations, Strawberry Lane, Orrville, Ohio 44667 or by calling (330) 684-3838.

Item 2. Exhibits.

Exhibit No.		Description of Exhibit
	4.1	Amendment No. 2, dated as of June 4, 2008, to the Amended and Restated Rights Agreement.

2

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

THE J. M. SMUCKER COMPANY
By:	/s/ M. Ann Harlan
	M. Ann Harlan
	Vice President, General Counsel and Secretary

Date: June 5, 2008

3

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
	4.1	Amendment No. 2, dated as of June 4, 2008, to the Amended and Restated Rights Agreement.

EX-4.1

Exhibit 4.1

The J. M. Smucker Company
Strawberry Lane
Orrville, Ohio 44667-0280

June 4, 2008

Computershare Investor Services, LLC
2 North LaSalle
P.O. Box A3504
Chicago, Illinois 60690-3504
Attention: Shareholder Services

Re: Amendment No. 2 to Amended and Restated Rights Agreement

Ladies and Gentlemen:

     Pursuant to Section 27 of the Amended and Restated Rights Agreement, dated as of August 28, 2000, between The J. M. Smucker Company (the “Company”), and Computershare Investor Services LLC, successor to Harris Trust and Savings Bank, as rights agent (the “Rights Agent”), as amended by Amendment No. 1 to Amended and Restated Rights Agreement, dated as of October 9, 2001, between the Company and the Rights Agent (the “Rights Agreement”), the Company, by resolution adopted by its Directors, hereby amends the Rights Agreement as follows (the “Amendment No. 2”):

     1. Section 1 of the Rights Agreement is hereby amended by adding the following new definitions thereto:

"“P&G” has the meaning set forth in the definition of “Shareholders Agreement” in Section 1 of this Agreement.”

"“Voting Agreement” means the Voting Agreement and Irrevocable Proxy, dated as of June 4, 2008, among P&G and those certain shareholders of the Company set forth on the signature pages thereto.”

     2. The paragraph at the end of Section 1 of the Rights Agreement is hereby amended to read in its entirety as follows:

“Notwithstanding anything in this Agreement to the contrary, neither P&G nor any of its permitted assignees shall be deemed an Acquiring Person and none of a Distribution Date, a Share Acquisition Date, or a Triggering Event shall be deemed to occur or to have occurred, and that the Rights will not become separable, distributable, unredeemable or exercisable, in each such case, solely by reason or solely as a result of the approval, execution or delivery of (i) the Shareholders Agreement, or the consummation

Computershare Investor Services, LLC
June 4, 2008
Page 2

of the transactions contemplated thereby, or (ii) the Voting Agreement, or the consummation of the transactions contemplated thereby.”

     3. Except as expressly set forth herein, the Rights Agreement shall not otherwise be supplemented or amended by virtue of this Amendment No. 2 to the Rights Agreement and shall remain in full force and effect.

     4. Capitalized terms used without other definition in this Amendment No. 2 to the Rights Agreement shall be used as defined in the Rights Agreement.

     5. This Amendment No. 2 to the Rights Agreement shall be deemed to be a contract made under the internal substantive laws of the State of Ohio and for all purposes will be governed by and construed in accordance with the internal substantive laws of such State applicable to contracts to be made and performed entirely within such State.

     6. This Amendment No. 2 to the Rights Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

     7. This Amendment No. 2 to the Rights Agreement shall be effective as of, and immediately prior to, the execution and delivery of the Voting Agreement, and all references to the Rights Agreement shall, from and after such time, be deemed to be references to the Rights Agreement as amended hereby.

     8. Exhibits B and C to the Rights Agreement shall be deemed amended in a manner consistent with this Amendment No. 2 to the Rights Agreement.

Very truly yours, THE J. M. SMUCKER COMPANY
By:	/s/ Richard K. Smucker
	Name:	Richard K. Smucker
	Title:	President and Co-CEO

Accepted and agreed to as of the
effective time specified above:

COMPUTERSHARE INVESTOR SERVICES, LLC

By:	/s/ Michael J. Lang
	Name:	Michael J. Lang
	Title:	Sr. Vice President