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U.S. Securities and Exchange Commission


Issuer Delisting; Order Granting the Application of Campbell Soup Company to Withdraw its Common Stock, $.0375 par value, from Listing and Registration on the Philadelphia Stock Exchange, Inc.
File No. 1-03822

June 17, 2005

On May 3, 2005, Campbell Soup Company, a New Jersey corporation ("Issuer"), filed an application with the Securities and Exchange Commission ("Commission"), pursuant to Section 12(d) of the Securities Exchange Act of 1934 ("Act"),1 and Rule 12d2-2(d) thereunder,2 to withdraw its common stock, $.0375 par value ("Security"), from listing and registration on the Philadelphia Stock Exchange, Inc. ("Phlx" or "Exchange"). Notice of such application requesting comments was published in the Federal Register on June 1, 2005.3 No comments were received. As discussed below, the Commission is granting the application.

The Board of Directors ("Board") of the Issuer approved resolutions on March 24, 2005 to voluntarily withdraw the Security from listing on the Exchange. The Board stated that among the reasons for its decision to withdraw the Security from Phlx were: (i) the Issuer maintains the principal listing for the Security on the New York Stock Exchange ("NYSE"); (ii) the maintenance of multiple listings requires significant time and expense in ensuring compliance with the rules and disclosure requirements of both the NYSE and the Phlx; and (iii) in the judgment of the Board, the benefits of continued listing on the Phlx are outweighed by the incremental cost and administrative burden of such listing.

The Issuer stated in its application that it has met the requirements of Phlx Rule 809 governing an issuer's voluntary withdrawal of a security from listing and registration by providing the required documents for withdrawal from Phlx. The Issuer's application relates solely to the withdrawal of the Security from listing on the Phlx, and shall not affect its continued listing on the NYSE or its obligation to be registered under Section 12(b) of the Act.4

The Commission, having considered the facts stated in the application and having due regard for the public interest and protection of investors, orders that the application be, and it hereby is, granted, effective at the opening of business on June 20, 2005.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.5

Jonathan G. Katz



Modified: 06/21/2005