AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 1995

REGISTRATION NO. 33-
61519
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1

TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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H.J. HEINZ COMPANY
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-0542520
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

600 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15219
(412) 456-5700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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LAWRENCE J. MCCABE, ESQ.
SENIOR VICE PRESIDENT - GENERAL COUNSEL
H.J. HEINZ COMPANY
600 GRANT STREET
PITTSBURGH, PENNSYLVANIA 15219
(412) 456-5700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:

JAMES L. PURCELL, ESQ. FREDERICK W. KANNER, JEFFREY SMALL, ESQ.
PAUL, WEISS, RIFKIND, WHARTON ESQ. DAVIS POLK & WARDWELL
& GARRISON DEWEY BALLANTINE 450 LEXINGTON AVENUE
1285 AVENUE OF THE AMERICAS 1301 AVENUE OF THE AMERICAS NEW YORK,
NEW YORK, NEW YORK 10019-6064 NEW YORK, NEW YORK 10019 NEW YORK 10017
(212) 373-3000 (212) 259-8000 (212) 450-4000

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED PROPOSED
SECURITIES TO BE AMOUNT TO MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
REGISTERED BE REGISTERED PRICE PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE(3)
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Common Stock, $.25 par value 14,662,500(1) $43.00 $630,487,500.00 $217,410.00

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(1) Includes 1,912,500 shares of Common Stock that may be purchased by the
U.S. Underwriters from the Selling Shareholders to cover over-allotments,
if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average high ($43.375) and low
($42.625) sales prices of the Registrant's Common Stock on the New York
Stock Exchange on July 31, 1995.

(3) Previously paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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EXPLANATORY NOTE

The prospectus relating to the Common Stock being registered hereby to be
used in connection with an offering in the United States and Canada (the "U.S.
Prospectus") is set forth following this page. The prospectus to be used in a
concurrent international offering outside the United States and Canada (the
"International Prospectus") will consist of alternate pages set forth
following the U.S. Prospectus and the balance of the pages included in the
U.S. Prospectus for which no alternate is provided. The U.S. Prospectus and
the International Prospectus are identical except that they contain different
front cover and back cover pages.

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED AUGUST 18, 1995

[LOGO OF H.J. HEINZ COMPANY]

12,750,000 SHARES
H.J. HEINZ COMPANY
COMMON STOCK

The 12,750,000 shares of common stock, par value $.25 per share (the "Common
Stock"), of H.J. Heinz Company (the "Company") offered hereby are being offered
by the Selling Shareholders in concurrent offerings in the United States and
Canada and outside the United States and Canada (collectively, the
"Offerings"). See "Underwriting." Of such shares, 10,200,000 shares are
initially being offered in the United States and Canada by the U.S.
Underwriters (the "United States Offering") and 2,550,000 shares are initially
being offered outside the United States and Canada by the International
Underwriters (the "International Offering"). The price to public and the
aggregate underwriting discounts and commissions for the Offerings will be
identical. The Company will not receive any of the proceeds from the sale of
the shares.

The Common Stock is listed on the New York Stock Exchange and the Pacific
Stock Exchange under the symbol "HNZ." On August 15, 1995, the closing sales
price of the Common Stock on the New York Stock Exchange was $42 5/8 per share.
See "Price Range of Common Stock and Dividends."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-----------

Underwriting
Price to Discounts and Proceeds to Selling
Public Commissions* Shareholders+

Per Share............................ $ $ $
Total++.............................. $ $ $

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* The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933. See "Underwriting."
+ Before deducting expenses of the Offerings payable by the Selling
Shareholders estimated to be $ .
++The Selling Shareholders have granted the U.S. Underwriters a 30-day option
to purchase up to 1,912,500 additional shares of Common Stock on the same
terms per share solely to cover over-allotments, if any. If such option is
exercised in full, the total price to public will be $ , the total
underwriting discounts and commissions will be $ and the total proceeds to
Selling Shareholders will be $ . See "Underwriting."

The Common Stock is being offered by the Underwriters as set forth under
"Underwriting" herein. It is expected that delivery of the Common Stock will be
made at the offices of Dillon, Read & Co. Inc., New York, New York, on or about
, 1995, against payment therefor in New York funds.

The Joint Book Managers of the Offerings are Dillon, Read & Co. Inc. and
Lazard Freres & Co. LLC.

DILLON, READ & CO. INC. LAZARD FRERES & CO. LLC

MERRILL LYNCH & CO.

The date of this Prospectus is , 1995

[PICTURES OF 36 OF THE COMPANY'S PRODUCTS]

IN CONNECTION WITH THE OFFERINGS, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, THE PACIFIC STOCK
EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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AVAILABLE INFORMATION

H.J. Heinz Company (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy materials and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy materials and other information concerning the Company can
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or at its
Regional Offices located at Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies can be obtained by mail from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. In addition, reports, proxy statements and other information concerning
the Company can also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005 and the Pacific
Stock Exchange, Inc., 301 Pine Street, San Francisco, California 94104 or 233
South Beaudry Avenue, Los Angeles, California 90012, on which exchanges the
Company's Common Stock, par value $.25 per share (the "Common Stock"), is
listed.

The Company has filed with the Commission a registration statement on Form
S-3 (the "Registration Statement") (which term encompasses any amendments
thereto) under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the shares of Common Stock offered hereby. This Prospectus
does not contain all the information set forth in the Registration Statement,
certain parts of which have been omitted in accordance with the rules and
regulations of the Commission. For further information, reference is hereby
made to the Registration Statement including the exhibits filed as a part
thereof or otherwise incorporated therein. Statements made in this Prospectus
as to the contents of any documents referred to are not necessarily complete,
and in each instance reference is made to such exhibit for a more complete
description and each such statement is qualified in its entirety by such
reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K for the fiscal year ended May 3,
1995 filed with the Commission (File No. 1-3385) pursuant to the Exchange Act,
the Company's Current Report on Form 8- K dated March 29, 1995, as amended by
the Company's Form 8-K/A dated May 30, 1995, the Company's Current Report on
Form 8-K dated July 7, 1995, and the description of the Company's Common Stock
contained in its Registration Statement on Form 10 filed in 1945 with the
Commission pursuant to Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating such description, are
incorporated herein by reference.

All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering of the shares
of Common Stock made hereby shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of the filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference, or contained in this Prospectus, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus has been delivered, upon written or oral request of such person, a
copy (without exhibits other than exhibits specifically incorporated by
reference) of any or all documents incorporated by reference into this
Prospectus. Requests for such copies should be directed to the Corporate
Affairs Department, H.J. Heinz Company, P.O. Box 57, Pittsburgh, Pennsylvania
15230-0057; telephone number (412) 456-6000.

THE COMPANY

GENERAL

H.J. Heinz Company ("Heinz" or the "Company") is one of the world's leading
providers of processed food products and nutritional services. The Company's
well diversified portfolio of businesses and strong brands achieved sales of
$8.1 billion and operating income of $1.2 billion in fiscal 1995. Heinz sells
more than 4,000 varieties to consumers in more than 200 countries and
territories. Products with the number one share position in their respective
markets generated approximately 58% of the Company's sales in fiscal 1995.

The Company has substantially repositioned its product portfolio over the
past four years towards higher growth categories including foodservice
products, pet food and baby food through a series of acquisitions and
divestitures with a net investment of approximately $1.6 billion. Concurrent
with its repositioning, Heinz has invested approximately $1.4 billion over the
same period to modernize and expand production facilities, which has enhanced
efficiency and reduced costs. The Company has acted to reduce manufacturing and
operating costs through headcount control, working capital efficiency, targeted
use of marketing dollars and rationalization of fixed asset capacity.

DIVERSIFIED PORTFOLIO

The Company has a strong and diversified product portfolio with brands that
are among the most recognizable in the world. Each of the brands and products
listed below had sales in fiscal 1995 in excess of $100 million.

PRODUCTS & BRANDS OVER $100 MILLION IN SALES

"9-Lives" Canned Cat Food (U.S.) "Ore-Ida" Frozen Potatoes (U.S.
"Budget Gourmet" Frozen Entrees Foodservice)
(U.S.) "Ore-Ida" Frozen Potatoes (U.S.
"Heinz" Baby Food (U.S.) Retail)
"Heinz" Beans (U.K.) "Plasmon" Biscuits (Italy)
"Heinz" Ketchup (Central Europe) "Plasmon" Strained Baby Foods
"Heinz" Ketchup (U.S. Foodservice) (Italy)
"Heinz" Ketchup (U.S. Grocery) Private Label Soups (U.S.)
"Heinz" Single-Serve Condiments "Star-Kist" Light Meat Tuna (U.S.)
(U.S.) "Star-Kist" White Meat Tuna (U.S.)
"Heinz" Soups (U.K.) "Tegel" Chicken (New Zealand)
"Heinz" Soups (U.S. Foodservice) "Wattie's" Food Products (New
"Kibbles'N Bits" Dry Dog Food Zealand)
(U.S.) "Weight Watchers" Frozen Entrees
(U.S.)
"Weight Watchers" Meetings (U.S.)

Heinz and its affiliates participate, and are among the market leaders, in
the following product categories: foodservice; pet food; sauces and condiments;
infant feeding; frozen meals and snacks; tuna and seafood; frozen potatoes and
vegetables; soups; beans and pasta; and weight control services.

. FOODSERVICE. The Company has focused its efforts on developing or acquiring
recipied, differentiated branded foodservice products with specialized and
sophisticated distribution systems. "Heinz" ketchup holds a 61% share of the
U.S. foodservice market. The Company also has a greater than 50% domestic
market share of foodservice portion control products such as single-serve
condiments, jellies, sweeteners, dressings and syrups. The Company has a
strong and growing share of the approximately $2 billion foodservice frozen
potato market. Other important branded foodservice products include "Chef
Francisco" frozen soups; "Escalon" and "Heinz Bell'Orto" tomato products;
"Moore's" frozen onion rings; "Domani" frozen pasta; and "Omstead" frozen
coated vegetables and lake fish.

. PET FOOD. Heinz is the third largest producer and marketer of pet food in
the U.S. with an overall market share of almost 20% in the over $7 billion
U.S. market. The Company's strong portfolio of pet food products includes
"9-Lives", "Amore" and "Kozy Kitten" cat food; "Kibbles 'n Bits", "Gravy
Train", "Cycle", "Skippy", "Ken-L Ration" and "Reward" dog food; "Meaty
Bone" and "Tartar Check" dog biscuits; and "Jerky Treats", "Pup-Peroni",
"Snausages" and "Pounce" pet treats. The Company also has pet food
operations in New Zealand and sells pet food in Canada and Japan. The
Company's product line offers a balanced product mix of dog and cat food in
either dry or canned form.

. SAUCES AND CONDIMENTS. Heinz is known worldwide for its flagship product,
"Heinz" tomato ketchup, the world's most popular ketchup. The Company holds
a 51% share of the U.S. retail ketchup market and the leading share in most
other markets in which its ketchup competes. Other notable products in this
category include "Orlando" and "Guloso" tomato products and sauces, "Heinz
57 Sauce", "Heinz Gravy" and other specialty sauces, salad dressings,
pickles, relishes and other condiments.

. INFANT FEEDING. Heinz is a major producer of baby food in the U.S. and holds
category leading shares in Italy, Canada, the United Kingdom, Australia, New
Zealand, Venezuela, Hungary and the Czech Republic. The Company also has
infant feeding businesses in China and India and is near completion of a
baby food production facility in Russia. Major brands in this category
include "Heinz", "Plasmon", "Nipiol", "Dieterba", "Farley's", "Farex" and
"Wattie's".

. FROZEN MEALS AND SNACKS. The Company markets frozen entrees and dinners
under the "Weight Watchers", "The Budget Gourmet" and "Smart Ones" brands in
the U.S. and under the "Weight Watchers from Heinz" brand in the U.K., and
the "Weight Watchers" brand in Sweden, France and Australia. The Company
holds 26% of the U.S. frozen entree market. Frozen snacks include "Bagel
Bites", "Dyna Bites", "Cheese Bites" and "Papa's Piroshkis".

. TUNA AND SEAFOOD. The Company is the largest tuna processor in the world and
holds a 41% share of the U.S. market under its "Star-Kist" brand. In Europe,
the Company sells tuna and other canned fish products under the "Petit
Navire" and "Marie Elizabeth" brands and sells tuna products in Australia
under the "Greenseas" label.

. FROZEN POTATOES AND VEGETABLES. The Company has a category leading 49% share
of the U.S. retail frozen potato market under its "Ore-Ida" brand. Ore-Ida
holds a greater than 50% market share of the domestic frozen onion ring
market. The Company's New Zealand affiliate also has leading shares in
frozen potatoes and vegetables under the "Wattie's" brand.

. SOUPS. "Heinz" is the leading brand of canned soup in the U.K., Australia
and New Zealand. The Company also supplies approximately 85% of the private
label soup sold in the U.S.

. BEANS AND PASTA. The Company holds the number one market share in beans and
canned pasta in the U.K., Australia and New Zealand with a greater than 50%
market share in each country.

. WEIGHT CONTROL SERVICES. The Company is the leading service provider of
weight control meetings in the U.S., the U.K. and Australia under the
"Weight Watchers" trademark. Weight Watchers also has meeting operations in
Switzerland, Germany, Sweden, Finland and France.

GEOGRAPHIC DIVERSIFICATION

The Company's business is geographically diversified. U.S. operations
accounted for 57% and non-U.S. operations represented 43% of consolidated
fiscal 1995 sales. The following table shows the percentage of fiscal 1995
sales and operating income by geographic area.

OPERATING
NET SALES INCOME
--------- ---------

North America 62% 62%
Europe 23 24
Asia/Pacific 12 11
Other 3 3

The fastest growing geographic area is Asia/Pacific where sales have
increased nearly 80% and operating income has more than doubled in the past
two years.

OPERATING STRATEGY

During the past four years, the Company has reinvested in and repositioned
its portfolio, thereby improving its manufacturing base, gaining access to new
markets and concentrating its portfolio in core product categories.

Since the beginning of fiscal 1992 the Company has invested approximately
$1.4 billion in various capital projects, enhancing efficiency and reducing
production costs. Major factory modernizations and expansions include:
rebuilding soup and baby food production facilities at Pittsburgh,
Pennsylvania; expanding pet food production capacity at Bloomsburg,
Pennsylvania; modernizing soup, bean and pasta production facilities at Kitt
Green and Harlesden in the U.K.; and upgrading its baby food factory at
Latina, Italy.

The Company also has repositioned its portfolio through a series of
acquisitions and divestitures that has resulted in a net investment of
approximately $1.6 billion during the past four fiscal years. The most
significant acquisitions include: The Quaker Oats Company's North American Pet
Foods Division; John Labatt Ltd.'s JL Foods Inc. Division; Wattie's Limited in
New Zealand; The All American Gourmet frozen meals business in the U.S.;
Farley's infant feeding and adult nutrition business in the U.K.; Domani and
Moore's in the U.S.; Glaxo's Family Products Division in India; and the Borden
Foodservice Group in the U.S.

With its renewed manufacturing facilities and repositioned portfolio, the
Company has established a platform for growth. The expanding sales base should
enable the Company to leverage its strong brand position and efficient
production systems to grow earnings through the continued execution of the
following strategies:

. CORE PRODUCT LEADERSHIP AND GROWTH. The Company intends to continue to
support its core brand franchises with a mix of media and consumer and trade
directed marketing support, customized to meet the requirements of specific
product markets and designed to encourage category growth and increase the
Company's market shares. Total marketing support in fiscal 1995 was
approximately $1.7 billion, an increase of 12% over the prior year.

. NEW GEOGRAPHIC MARKETS. The Company has extended its geographic reach to new
markets through exports, acquisitions, joint ventures and "greenfield"
construction of new factories. The Company views geographic expansion as one
of its most promising growth opportunities and it will continue to strive to
expand its presence in markets in India, Eastern Europe, Asia/Pacific,
Southern Africa and other areas outside the U.S.

. INNOVATION. The Company expects to realize growth from the development of
new products and services, including: new product introductions such as
Star-Kist's "Pasta Sensations," "Rosetto" frozen pasta and "Heinz Fat Free
Gravy"; new marketing concepts such as the "snack zone" in the frozen
grocery section; and specially developed products for new selling channels
such as "Select Balance" and "Select Care" pet foods sold through veterinary
clinics and animal hospitals.

. ACQUISITIONS. The Company has enhanced both sales and earnings growth
through synergistic acquisitions. Recent acquisitions such as The Quaker
Oats Company's North American Pet Food Division, The All American Gourmet
frozen meal business in the U.S. and Farley's infant food business in the
U.K. have strengthened the Company's position in key markets and provided
opportunities to rationalize its manufacturing base. Acquisitions have also
enabled the Company to expand to new geographic markets. The acquisition of
"Wattie's" in New Zealand has provided the Company with a dominant position
in the local market as well as a low cost manufacturing base for exports to
Japan and elsewhere in Asia.

. COST CONTROL. The Company pursues a program to become the low-cost operator
in each of its businesses. The Company expects to continue to realize
improvements in productivity and profitability as a result of its focus on
controlling costs and the cost savings and production synergy opportunities
presented as a result of recent acquisitions.

The Company's executive offices are located at 600 Grant Street, Pittsburgh,
Pennsylvania 15219. Its telephone number is (412) 456-5700.

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the Common
Stock offered hereby, and none of such proceeds will be available for use by
the Company or otherwise for the Company's benefit.

PRICE RANGE OF COMMON STOCK AND DIVIDENDS

The Company's Common Stock is listed on the New York Stock Exchange and the
Pacific Stock Exchange under the symbol "HNZ."

The following table sets forth for the periods indicated the high and low
intra-day prices for the Common Stock as reported on the New York Stock
Exchange-Composite Transactions and dividends per common share.

COMMON STOCK PRICES
--------------------
HIGH LOW DIVIDENDS
-------------------- ---------

Fiscal 1996:
Second Quarter (through August 15, 1995)..... $44 $ 42 1/8 $0.00
First Quarter................................ 47 41 1/2 0.36
Fiscal 1995:
Fourth Quarter............................... 43 37 1/8 0.36
Third Quarter................................ 41 1/4 35 1/2 0.36
Second Quarter............................... 38 3/8 32 3/8 0.36
First Quarter................................ 35 1/2 31 5/8 0.33
Fiscal 1994:
Fourth Quarter............................... 35 7/8 30 3/4 0.33
Third Quarter................................ 38 1/2 34 0.33
Second Quarter............................... 39 7/8 34 1/8 0.33
First Quarter................................ 39 1/4 35 1/8 0.30

As of July 31, 1995, there were approximately 59,227 holders of record of
the Company's Common Stock. The last reported sales price of the Common Stock
on the New York Stock Exchange on August 15, 1995 was $42 5/8 per share.

SELECTED FINANCIAL DATA

The following table contains selected consolidated financial data for each
of the fiscal years in the five-year period ended May 3, 1995. The
consolidated financial statements of the Company as of May 3, 1995 and April
27, 1994 and for each fiscal year in the three year period ended May 3, 1995
and the accountants' report thereon is incorporated by reference herein to the
Company's Annual Report on Form 10-K for the fiscal year ended May 3, 1995
(the "1995 Form 10-K"). Such information is qualified in its entirety by and
should be read in conjunction with the Company's consolidated financial
statements and related footnotes included in the 1995 Form 10-K. The selected
consolidated financial information is not necessarily indicative of the
results of future operations of the Company.

FISCAL YEAR ENDED
------------------------------------------------------
MAY 3, APRIL 27, APRIL 28, APRIL 29, MAY 1,
1995 1994 1993 1992 1991
(53 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS)
---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Sales................... $8,086,794 $7,046,738 $7,103,374 $6,581,867 $6,647,118
Interest expense........ 210,585 149,243 146,491 134,948 137,592
Income before cumulative
effect of accounting
change................. 591,025 602,944 529,943 638,295 567,999
Net income.............. 591,025 602,944 396,313 638,295 567,999
Income before cumulative
effect of accounting
change per common
share.................. 2.38 2.35 2.04 2.40 2.13
Net income per common
share.................. 2.38 2.35 1.53 2.40 2.13
Short-term debt and
current portion of
long-term debt......... 1,074,291 439,701 1,604,355 1,724,095 509,757
Long-term debt,
exclusive of current
portion................ 2,326,785 1,727,002 1,009,381 178,388 716,937
Total assets............ 8,247,188 6,381,146 6,821,321 5,931,901 4,935,382
Cash dividends per
common share........... 1.41 1.29 1.17 1.05 .93

During 1995, the Company invested approximately $1.2 billion in
acquisitions, the most significant of which was the North American pet food
businesses of The Quaker Oats Company. See Notes 2 and 6 to the Consolidated
Financial Statements, beginning on pages 43 and 47, respectively, of the
Company's Annual Report to Shareholders for the fiscal year ended May 3, 1995,
filed as Exhibit 13 to the 1995 Form 10-K (the "1995 Annual Report").

Results recorded in 1994 include pretax gains totaling $127.0 million ($0.24
per share) from the sale of the confectionery business of Heinz Italy and the
sale of Heinz U.S.A.'s Near East specialty rice business. See Note 3 to the
Consolidated Financial Statements on page 44 of the 1995 Annual Report.

During 1993, the Company adopted the provisions of FAS No. 106 and elected
immediate recognition of the cumulative effect by recording an after-tax
charge of $133.6 million ($0.51 per share). See Note 11 to the Consolidated
Financial Statements beginning on page 52 of the 1995 Annual Report.

In 1993, restructuring charges of $192.3 million on a pretax basis ($0.45
per share) were reflected in operating income. See Note 4 to the Consolidated
Financial Statements on page 45 of the 1995 Annual Report.

In 1992, restructuring charges of $88.3 million on a pretax basis ($0.20 per
share) were reflected in operating income to provide for the consolidation of
functions, staff reductions, organizational reform and plant modernizations
and closures.

Results recorded in 1992 also include a pretax gain of $221.5 million ($0.53
per share) on the sale of The Hubinger Company to Roquette Freres and a pretax
pension curtailment gain of $38.8 million.

SELLING SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of July 17, 1995, and as adjusted to reflect the
sale of the Common Stock offered hereby, for all Selling Shareholders:

SHARES OF COMMON STOCK SHARES TO BE SHARES OF COMMON STOCK TO
NAME OF SELLING BENEFICIALLY OWNED BEFORE SOLD IN THE BE BENEFICIALLY OWNED AFTER
SHAREHOLDER THE OFFERINGS OFFERINGS(1) THE OFFERINGS(1)
--------------- ------------------------------------------- --------------------------------
NUMBER PERCENTAGE NUMBER PERCENTAGE
--------------- --------------- ---------------- ---------------

Howard Heinz Endowment.. 15,063,231 6.12% 6,400,000 8,663,231 3.52%
Vira I. Heinz Endowment. 7,567,460 3.07% 3,200,000 4,367,460 1.77%
H. John Heinz III
Revocable Trust No. 1.. 3,158,639 1.28% 1,275,000 1,883,639 *
Heinz Family Foundation. 735,922 * 250,000 485,922 *
H. John Heinz III
Descendants' Trust (No.
1)..................... 625,000 * 625,000 -- --
H.J. Heinz II Family
Trust................... 2,229,724 * 500,000 1,729,724 *
H.J. Heinz II Charitable
and Family Trust....... 2,697,000 1.10% 500,000 2,197,000 *
--------------- ----------- ---------- ---------------- -----------
32,076,976 13.03% 12,750,000 19,326,976 7.85%
=============== ========== ================

--------
* Less than one percent of the outstanding shares of Common Stock.
(1) Assumes there is no exercise of the U.S. Underwriters' over-allotment
option.

The Howard Heinz Endowment, Vira I. Heinz Endowment and Heinz Family
Foundation are nonprofit corporations organized under the laws of the State of
Pennsylvania and based in Pittsburgh, Pennsylvania. Their combined assets
place them among the nation's 25 largest private, charitable foundations. The
grantmaking of the Howard Heinz Endowment and the Vira I. Heinz Endowment is
focused on the areas of arts and culture, community and economic development,
education, health and human services, and the environment. The principal
activity of the Heinz Family Foundation is the administration of the Heinz
Awards, a program recognizing individual excellence and achievement. The H.
John Heinz III Revocable Trust No. 1 and H.J. Heinz II Charitable and Family
Trust are trusts established for certain related individuals and charities.
The H. John Heinz III Descendants' Trust (No. 1) and H.J. Heinz II Family
Trust are trusts established for certain related individuals. S. Donald Wiley,
a trustee of the Vira I. Heinz Endowment, is a director of the Company.

Pursuant to the Agreement for the Registration of Stock (the "Registration
Agreement") between the Selling Shareholders and the Company, the Selling
Shareholders have agreed not to sell or otherwise dispose of any shares of
Common Stock of the Company (other than as set forth above) or any securities
convertible into or exchangeable for, or any rights, options or warrants to
acquire, any shares of Common Stock without the prior written consent of the
Company (i) during the 90 day period beginning on the date of this Prospectus
and (ii) with certain exceptions (including the right to sell up to 2.5
million shares and the right to make grants of 500,000 shares to charitable
organizations), during an additional period of 180 days following the initial
90 day period. In addition, the Selling Shareholders have agreed not to sell
or otherwise dispose of any shares of Common Stock during a specified period
without the prior written consent of Dillon, Read & Co. Inc. and Lazard Freres
& Co. LLC. See "Underwriting."

Concurrently with the Offerings, 175,000 shares of Common Stock held by
another shareholder are being registered by the Company under a separate
registration statement.

DESCRIPTION OF CAPITAL STOCK

The Company's authorized capital stock as set forth in its amended and
restated Articles of Incorporation consists of 600,000,000 shares of Common
Stock and 2,238,876 shares of Third Cumulative Preferred Stock, par value $10
per share (the "Third Preferred Stock"). The Board of Directors of the Company
(the "Board of Directors") is authorized to designate the Third Preferred
Stock into one or more series and to fix the rights, powers and preferences of
each such series. As of July 17, 1995, 246,239,778 shares of Common Stock were
outstanding and 35,746 shares of Third Preferred Stock, $1.70 First Series
(the "First Series Stock") were outstanding.

The following summarizes the terms of the Common Stock and the Third
Preferred Stock (including the First Series Stock). Such summary does not
purport to be complete and is qualified in all respects by reference to the
Articles of Amendment dated July 13, 1994, amending and restating the
Company's amended and restated Articles of Incorporation in their entirety
(the "Articles of Incorporation"), and the By-laws of the Company, which have
been incorporated by reference as exhibits to this Registration Statement of
which this Prospectus forms a part.

COMMON STOCK

Each share of Common Stock is entitled to one vote and is equal in all other
respects to any other share of Common Stock. Subject to the dividend
preferences of the Third Preferred Stock described below, dividends may be
paid to the holders of Common Stock when, as and if declared by the Board of
Directors out of funds legally available therefor. Upon liquidation,
dissolution or winding up of the affairs of the Company, any assets remaining
after providing for payment of creditors (and any liquidation preference of
any outstanding shares of Third Preferred Stock) will be distributed pro rata
among the holders of the Common Stock.

THIRD PREFERRED STOCK

Holders of Third Preferred Stock are entitled to receive when, as and if
declared by the Board of Directors out of the funds legally available therefor
cumulative cash dividends payable quarter-yearly at the annual rate fixed by
the Board of Directors for each particular series. The Board of Directors
fixed $1.70 per share as the rate per annum at which the holders of shares of
First Series Stock are entitled to receive dividends.

Holders of Third Preferred Stock entitled to vote shall be entitled to vote
together with the Common Stock, and not as a separate class, on all matters at
every meeting of the holders of Common Stock and, in addition, may vote
separately as a class to the extent provided in the paragraph below. In
addition, if and when six quarter-yearly dividends payable on Third Preferred
Stock of any series are in default, in whole or in part, the holders of the
then outstanding Third Preferred Stock will be entitled to elect separately as
a class two additional directors to the then existing Board of Directors. When
all dividends then in default are thereafter paid, the Third Preferred Stock
will be divested of such additional voting power until such time as a similar
future default occurs. Each holder of First Series Stock is entitled to one-
half vote for each share of First Series Stock registered in such holder's
name.

The consent of the holders of at least two-thirds of the Third Preferred
Stock at any time outstanding is necessary to effect any one or more of the
following: (1) the authorization, or any increase in the authorized amount, of
any class of stock of the corporation ranking prior to or on parity with the
Third Preferred Stock, either as to dividends or upon liquidation, or any
increase in the authorized amount of the Third Preferred Stock; (2) any
amendment, alteration or repeal of any provision of the Articles of
Incorporation which would adversely affect the Third Preferred Stock; or (3)
the redemption of less than all of the Third Preferred Stock then outstanding
or the purchase of Third Preferred Stock from less than all holders thereof,
unless the full dividend on the Third Preferred Stock for all past dividend
periods has been paid or declared and a sum sufficient for the payment thereof
set apart.

So long as any Third Preferred Stock remains outstanding, no dividend may be
paid or declared on the Common Stock nor may any distribution be made on the
Common Stock (other than a dividend payable in Common Stock), nor may the
Company acquire for consideration any shares of Common Stock (1) unless all
dividends on the Third Preferred Stock of all series for all past dividend
periods have been paid and the full dividend thereon for the then current
period has been paid or declared and a sum sufficient for the payment thereof
set apart, or (2) unless, if at any time the Company is obligated to retire
shares of any series of the Third Preferred Stock pursuant to its sinking
fund, all arrears in respect of each sinking fund for each series of Third
Preferred Stock have been made good.

Subject to the rights of the holders of Third Preferred Stock described
above and to any resolutions issuing shares of any particular series of Third
Preferred Stock, the Company may redeem at any time in whole or in part any
Third Preferred Stock then outstanding for a redemption price established in
the resolution issuing the series being redeemed, together with any accrued
and unpaid dividends up to the date fixed for redemption. The Board of
Directors by resolution has fixed the redemption price for each share of First
Series Stock at $28.50.

In the event of any liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, before any payment is made to the holders of
Common Stock, holders of each series of Third Preferred Stock then outstanding
will be entitled to receive in cash out of the assets of the Company the
preferential liquidation price established in the resolution issuing such
series, together with any accrued and unpaid dividends thereon to such time.
The Board of Directors has fixed the preferential liquidation price for each
share of First Series Stock at $28.50.

Holders of First Series Stock may at any time convert each share of First
Series Stock into fully paid and non-assessable shares of Common Stock at a
conversion rate of nine shares of Common Stock per share of First Series
Stock, subject to adjustment.

No stock of the Company has cumulative voting, preemptive or other similar
rights.

CERTAIN PROVISIONS OF THE COMPANY'S ARTICLES OF INCORPORATION

Certain provisions of the Articles of Incorporation of the Company
summarized below may be deemed to have an anti-takeover effect and may delay,
defer or prevent a tender offer or takeover attempt, including an attempt that
might result in a premium over the market price for the shares of Common Stock
held by stockholders.

The Company's Articles of Incorporation provide that certain Business
Combinations (as defined in the Articles of Incorporation) involving the
Company and an Interested Shareholder (as defined in the Articles of
Incorporation) must either (a) be approved by at least 80% of the voting power
of the then outstanding shares of capital stock of the Company entitled to
vote in an annual election of directors unless the Business Combination has
been approved by a majority of the Continuing Directors (as defined in the
Articles of Incorporation) or (b) provide for the stockholders to receive the
minimum consideration for their shares described in the Articles of
Incorporation and satisfy certain other conditions specified in the Articles
of Incorporation. In addition, the Articles of Incorporation give to the Board
of Directors the power to issue shares of preferred stock and to fix voting,
redemption, conversion and other rights thereof without stockholder approval.
By exercising this power, the Board of Directors could create and issue
securities that could dilute the voting power of the holders of Common Stock,
create obstacles to the merger of the Company with any other entity or
otherwise make it impossible for a potential acquiror to obtain control of the
Company, thus making its Common Stock less attractive to potential acquirors.

CERTAIN UNITED STATES TAX CONSEQUENCES TO NON-UNITED STATES HOLDERS

The following is a general discussion of the material United States federal
tax consequences of the ownership and disposition of Common Stock by a person
(a "non-U.S. Holder") that, for United States federal income tax purposes, is
a nonresident alien individual, a foreign corporation, a foreign partnership,
or a non-resident fiduciary of a foreign estate or trust, as such terms are
defined in the Internal Revenue Code of 1986, as amended (the "Code"). This
discussion is based on the Code and administrative interpretations as of the
date hereof, all of which may be changed either retroactively or
prospectively. The discussion does not consider specific facts and
circumstances that may be relevant to a particular holder's tax position. Each
holder is urged to consult a tax advisor with respect to the United States
federal tax consequences of holding and disposing of Common Stock, as well as
any tax consequences that may arise under the laws of any state, municipality,
foreign or other taxing jurisdiction. This discussion assumes that the
Company's distribution to a non-U.S. Holder will consist solely of cash.

Dividends paid to a non-U.S. Holder of Common Stock will be subject to
withholding of United States federal income tax at a 30% rate or such lower
rate as may be specified by an applicable income tax treaty, unless the
dividends are effectively connected with the conduct of a trade or business of
the non-U.S. Holder within the United States. Dividends received by such non-
U.S. Holder that are effectively connected with the conduct of a trade or
business of the non-U.S. Holder within the United States are exempt from the
withholding tax described above. A non-U.S. Holder may claim this exemption by
filing Form 4224 (Exemption From Withholding of Tax on Income Effectively
Connected with the Conduct of Trade or Business in the United States) with the
Company or its dividend paying agent. Dividends that are effectively connected
with the conduct of a trade or business within the United States are generally
taxed on a net basis, at regular rates and, in the case of foreign
corporations, may also be subject to an additional U.S. branch profits tax of
30% (or lower applicable treaty rate). For purposes of determining whether tax
is to be withheld at a 30% rate or at a reduced rate as specified by an income
tax treaty, the Company ordinarily will presume that dividends paid to an
address in a foreign country are paid to a resident of such country absent
knowledge that such presumption is not warranted. However, under proposed U.S.
Treasury regulations which have not yet been put into effect, in order to
claim the benefit of an applicable tax treaty rate, a non-U.S. Holder may have
to file with the Company or its dividend-paying agent a reduced treaty rate
certificate or letter in accordance with the terms of such treaty.

Dividends paid to a non-U.S. Holder at an address within the United States
may be subject to backup withholding (imposed at a rate of 31%) if the non-
U.S. Holder fails to establish that it is entitled to an exemption or to
provide a correct taxpayer identification number and other information to the
payor.

Generally, the Company must report to the U.S. Internal Revenue Service the
amount of dividends paid, the name and address of the recipient, and the
amount, if any, of tax withheld. A similar report is sent to the holder.
Pursuant to tax treaties or other agreements, the U.S. Internal Revenue
Service may make its reports available to tax authorities in the recipient's
country of residence.

A non-U.S. Holder generally will not be subject to United States federal
income tax with respect to gain recognized on a disposition of Common Stock
unless (i) the gain is effectively connected with a trade or business of the
non-U.S. Holder in the United States, (ii) in the case of a non-U.S. Holder
who is a nonresident alien individual and holds the Common Stock as a capital
asset, such holder is present in the United States for 183 or more days in the
taxable year of the sale, (iii) the non-U.S. Holder has owned more than 5% of
the Common Stock at any time during the five-year period ending on the date of
the disposition of such interest and the Common Stock is, at the time of the
disposition, a United States real property interest within the meaning of
section 897(c)(1) of the Code, or (iv) the non-U.S. Holder is subject to tax
pursuant to certain provisions of the Code applicable to expatriates. The
Common Stock is not, and the Company does not anticipate that the Common Stock
will become, a U.S. real property interest.

The tax consequences to non-U.S. Holders who acquire Common Stock through
partnerships engaged in a trade or business in the United States may be
different from those discussed above.

Common Stock held by or treated as held by a non-U.S. Holder at the time of
death will be included in such holder's gross estate for United States federal
estate tax purposes, unless an applicable estate tax treaty provides otherwise.

Under temporary United States Treasury regulations, United States information
reporting requirements and backup withholding tax will not apply to dividends
paid on Common Stock to a non-U.S. Holder at an address outside the United
States. Payment by a United States office of a broker of the proceeds of a sale
of Common Stock is subject to both backup withholding at a rate of 31% and
information reporting unless the holder certifies its non-United States status
under penalties of perjury or otherwise establishes an exemption. Information
reporting requirements (but not backup withholding) will also apply to a
payment of the proceeds of a sale of Common Stock by a foreign office of a
United States broker, or certain foreign brokers, unless the broker has
documentary evidence in its records that the holder is a non-U.S. Holder and
certain other conditions are met, or the holder otherwise establishes an
exemption.

If withholding results in an overpayment of taxes, a non-U.S. Holder may
obtain a refund of any amounts withheld under the backup withholding rules by
filing the appropriate claim for refund with the United States Internal Revenue
Service.

These backup withholding and information reporting rules are under review by
the United States Treasury and their application to the Common Stock could be
changed by future regulations.

UNDERWRITING

The names of the U.S. Underwriters for the United States Offering and the
aggregate number of shares of Common Stock which each has severally agreed to
purchase from the Selling Shareholders, subject to the terms and conditions
specified in the U.S. Underwriting Agreement, are as follows:

NUMBER
U.S. UNDERWRITERS OF SHARES
------------------ ----------

Dillon, Read & Co. Inc. .......................................
Lazard Freres & Co. LLC........................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated..........................................
----------
Total...................................................... 10,200,000
==========

The U.S. Managing Underwriters are Dillon, Read & Co. Inc., Lazard Freres &
Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

The names of the International Underwriters for the International Offering
and the aggregate number of shares of Common Stock which each has severally
agreed to purchase from the Selling Shareholders, subject to the terms and
conditions specified in the International Underwriting Agreement, are as
follows:

NUMBER
INTERNATIONAL UNDERWRITERS OF SHARES
--------------------------- ---------

Lazard Brothers & Co., Limited..................................
Dillon, Read & Co. Inc. ........................................
Merrill Lynch International Limited.............................
---------
Total....................................................... 2,550,000
=========

The International Managing Underwriters are Lazard Brothers & Co., Limited,
Dillon, Read & Co. Inc. and Merrill Lynch International Limited.

The U.S. Underwriters and the International Underwriters are collectively
referred to as the "Underwriters," and the U.S. Underwriting Agreement and the
International Underwriting Agreement are collectively referred to as the
"Underwriting Agreements." The offering price and aggregate underwriting
discounts and commissions per share for the two Offerings are identical. The
closing of the United States Offering is a condition to the closing of the
International Offering, and vice versa.

If any shares of Common Stock offered hereby are purchased by the
Underwriters, all such shares will be so purchased. The Underwriting Agreements
contain certain provisions whereby if any U.S. Underwriter or International
Underwriter defaults in its obligation to purchase such shares and if the
aggregate obligations of the U.S. Underwriters or International Underwriters so
defaulting do not exceed 10% of the shares offered in the United States
Offering or the International Offering, respectively, the remaining U.S.
Underwriters, or some of them, or the remaining International Underwriters, or
some of them, as the case may be, must assume such obligations.

The shares of Common Stock offered hereby are being initially offered
severally by the Underwriters for sale at the price set forth on the cover page
hereof, or at such price less a concession not to exceed $ per share on sales
to certain dealers. The Underwriters may allow, and such dealers may reallow, a
concession not to exceed $ per share to other Underwriters or to certain
other dealers. The offering of the shares of Common Stock is made for delivery
when, as and if accepted by the Underwriters and subject to prior sale and to
withdrawal, cancellation or modification of the offer without notice. The
Underwriters reserve the right to reject any order for the purchase of the
shares of Common Stock. After the initial offering of the Common Stock, the
offering price, concession and reallowance may be varied by the U.S. Managing
Underwriters or the International Managing Underwriters.

Pursuant to the Agreement between the U.S. Underwriters and the International
Underwriters (the "Agreement Between Underwriters"), each U.S. Underwriter has
represented and agreed that, with certain exceptions, (i) it is not purchasing
any U.S. Shares (as defined below) for the account of anyone other than a
United States or Canadian Person (as defined below) and (ii) it has not offered
or sold, and will not offer or sell, directly or indirectly, any U.S. Shares or
distribute any prospectus relating to the U.S. Shares outside the United States
or Canada or to anyone other than a United States or Canadian Person. Pursuant
to the Agreement Between Underwriters, each International Underwriter has
represented and agreed that, with certain exceptions, (i) it is not purchasing
any International Shares (as defined below) for the account of any United
States or Canadian Person and (ii) it has not offered or sold, and will not
offer or sell, directly or indirectly, any International Shares or distribute
any prospectus relating to the International Shares within the United States or
Canada or to any United States or Canadian Person. The foregoing limitations do
not apply to stabilization transactions or to certain other transactions
specified in the Agreement Between Underwriters. As used herein "United States
or Canadian Person" means any resident of the United States or Canada, or any
corporation, pension, profit sharing or other trust or other entity organized
under the laws of the United States or Canada or of any political subdivision
thereof (other than a branch located outside the United States and Canada of
any United States or Canadian Person) and includes any United States or
Canadian branch of a person who is otherwise not a United States or Canadian
Person. All shares of Common Stock to be purchased by the U.S. Underwriters and
the International Underwriters are referred to herein as the "U.S. Shares" and
the "International Shares," respectively.

Pursuant to the Agreement Between Underwriters, sales may be made between the
U.S. Underwriters and the International Underwriters of such number of shares
of Common Stock as may be mutually agreed. As a result, shares of Common Stock
originally purchased pursuant to the U.S. Underwriting Agreement may be sold
outside the United States and Canada, and shares of Common Stock originally
purchased pursuant to the International Underwriting Agreement may be sold in
the United States or Canada. The price of any shares so sold will, unless
otherwise agreed, be the price to the public, less an amount not greater than
the selling concession.

Pursuant to the Agreement Between Underwriters, each U.S. Underwriter has
represented that it has not offered or sold, and has agreed not to offer or
sell, any shares of Common Stock, directly or indirectly, in Canada in
contravention of the securities laws of Canada or any province or territory
thereof and has represented that any offer of Common Stock in Canada will be
made only pursuant to an exemption from the requirement to file a prospectus in
the province or territory of Canada in which any such offer is made. Each U.S.
Underwriter has further agreed to send any dealer who purchases from it any
shares of Common Stock a notice stating in

substance that, by purchasing such Common Stock, such dealer represents and
agrees that it has not offered or sold, and will not offer or sell, directly
or indirectly, any of such Common Stock in Canada or to, or for the benefit
of, any resident of Canada in contravention of the securities laws of Canada
or any province or territory thereof and that any offer of Common Stock in
Canada will be made only pursuant to an exemption from the requirement to file
a prospectus in the province of Canada in which such offer is made, and that
such dealer will deliver to any other dealer to whom it sells any of such
Common Stock a notice to the foregoing effect.

Pursuant to the Agreement Between Underwriters, each International
Underwriter has represented and agreed that: (i) it has not offered or sold
and during the period of six months from the date hereof will not offer or
sell any shares of Common Stock to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will not
result in an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations of 1995 (the "Regulations"); (ii)
it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 and the Regulations with respect to anything done
by it in relation to the Common Stock in, from or otherwise involving the
United Kingdom; and (iii) it has only issued or passed on and will only issue
or pass on to any person in the United Kingdom any document received by it in
connection with the offer of the Common Stock if that person is of a kind
described in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1988 or is a person to whom such document
may otherwise lawfully be issued or passed on.

The Selling Shareholders have granted to the U.S. Underwriters an option to
purchase an aggregate of up to an additional 1,912,500 shares of Common Stock
on the same terms. If the U.S. Underwriters exercise this option, each of the
U.S. Underwriters will be obligated, subject to certain conditions, to
purchase approximately the same proportion of the aggregate shares so
purchased as the number of shares to be purchased by it shown in the above
tables bears to 10,200,000. The U.S. Underwriters may exercise such option on
or before the thirtieth day from the date hereof solely for the purpose of
covering over-allotments, if any, in connection with the United States
Offering.

The Selling Shareholders have agreed not to offer, pledge, sell, contract to
sell, grant any option to purchase, transfer or otherwise dispose of, directly
or indirectly, any shares of Common Stock or securities convertible into or
exercisable or exchangeable for Common Stock or warrants or other rights to
purchase Common Stock for a period of 90 days after the date of this
Prospectus without the prior written consent of Dillon, Read & Co. Inc. and
Lazard Freres & Co. LLC. In addition, the Selling Shareholders have agreed
pursuant to the Registration Agreement not to sell or otherwise dispose of any
shares of Common Stock (with certain exceptions) during certain specified
periods without the prior written consent of the Company. See "Selling
Shareholders."

The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, as amended, or to contribute to payments that the Underwriters
may be required to make in respect thereof.

From time to time, Dillon, Read & Co. Inc. has provided investment banking
services to the Company for which it received normal and customary fees.

The Common Stock is listed for trading on the New York Stock Exchange and
the Pacific Stock Exchange under the symbol "HNZ."

LEGAL MATTERS

The validity of the Common Stock will be passed upon by Lawrence J. McCabe,
Senior Vice President-General Counsel of the Company. Mr. McCabe beneficially
owns shares of the Company's Common Stock and holds options to purchase
additional shares of Common Stock. Paul, Weiss, Rifkind, Wharton & Garrison,
New York, New York, has acted as special counsel to the Company in connection
with the Offerings. Davis Polk & Wardwell, New York, New York, has served as
counsel to the Underwriters in connection with the Offerings. Dewey
Ballantine, New York, New York, has served as counsel to the Selling
Shareholders in connection with the Offerings.

EXPERTS

The consolidated financial statements of the Company as of May 3, 1995 and
April 27, 1994 and for each of the three years in the period ended May 3, 1995
incorporated in this Prospectus by reference to the Annual Report on Form 10-K
for the fiscal year ended May 3, 1995 have been so incorporated in reliance on
the report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of said firm as experts in accounting and auditing. The combined
financial statements of The Quaker Oats Company's North American Pet Food
Business for the fiscal year ended June 30, 1994 included in the Company's
Form 8-K/A dated May 30, 1995, amending the Company's Current Report on Form
8-K dated March 29, 1995, have been incorporated by reference in this
Prospectus and have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
giving said reports.

[PICTURES OF 12 OF THE COMPANY'S PRODUCTS]

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING SHAREHOLDERS
OR ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SHARES OF COMMON STOCK TO ANY PERSON IN ANY
JURISDICTION OR IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER WOULD BE UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROSPECTUS OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

---------------

TABLE OF CONTENTS

PAGE

Available Information................................................. 3
Incorporation of Certain Documents
by Reference......................................................... 3
The Company........................................................... 4
Use of Proceeds....................................................... 7
Price Range of Common Stock
and Dividends........................................................ 7
Selected Financial Data............................................... 8
Selling Shareholders.................................................. 9
Description of Capital Stock.......................................... 10
Certain United States Tax Consequences to Non-United States Holders... 12
Underwriting.......................................................... 14
Legal Matters......................................................... 17
Experts............................................................... 17

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[LOGO OF H.J. HEINZ COMPANY]

H.J. HEINZ COMPANY
---------------

12,750,000 SHARES
COMMON STOCK

PROSPECTUS

, 1995

---------------

DILLON, READ & CO. INC.

LAZARD FRERES & CO. LLC

MERRILL LYNCH & CO.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]

SUBJECT TO COMPLETION, DATED AUGUST 18, 1995

[LOGO OF H.J. HEINZ COMPANY]

12,750,000 SHARES
H.J. HEINZ COMPANY
COMMON STOCK

The 12,750,000 shares of common stock, par value $.25 per share (the "Common
Stock"), of H.J. Heinz Company (the "Company") offered hereby are being offered
by the Selling Shareholders in concurrent offerings in the United States and
Canada and outside the United States and Canada (collectively, the
"Offerings"). See "Underwriting." Of such shares, 2,550,000 shares are
initially being offered outside the United States and Canada by the
International Underwriters (the "International Offering") and 10,200,000 shares
are initially being offered in the United States and Canada by the U.S.
Underwriters (the "United States Offering"). The price to public and the
aggregate underwriting discounts and commissions for the Offerings will be
identical. The Company will not receive any of the proceeds from the sale of
shares.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------

Underwriting
Price to Discounts and Proceeds to Selling
Public Commissions* Shareholders+

Per Share............................ $ $ $
Total++.............................. $ $ $

-----
* The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933. See "Underwriting."
+ Before deducting expenses of the Offerings payable by the Selling
Shareholders estimated to be $ .
++The Selling Shareholders have granted the U.S. Underwriters a 30-day option
to purchase up to 1,912,500 additional shares of Common Stock on the same
terms per share solely to cover over-allotments, if any. If such option is
exercised in full, the total price to public will be $ , the total
underwriting discounts and commissions will be $ and the total proceeds
to Selling Shareholders will be $ . See "Underwriting."
------------------

JOINT BOOK MANAGERS
DILLON, READ & CO. INC. LAZARD FRERES & CO. LLC

LAZARD CAPITAL MARKETS DILLON, READ & CO. INC.
MERRILL LYNCH INTERNATIONAL LIMITED

The date of this Prospectus is , 1995

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMA-
TION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPEC-
TUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING SHAREHOLDERS OR ANY
UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICI-
TATION OF AN OFFER TO BUY SHARES OF COMPANY STOCK TO ANY PERSON IN ANY JURIS-
DICTION OR IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER WOULD BE UNLAWFUL. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AF-
FAIRS OF THE COMPANY SINCE THE DATE OF THIS PROSPECTUS OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

THERE ARE RESTRICTIONS ON THE OFFER AND SALE OF THE SHARES OF COMMON STOCK
OFFERED HEREBY IN THE UNITED KINGDOM. ALL APPLICABLE PROVISIONS OF THE PUBLIC
OFFERS OF SECURITIES REGULATION OF 1995, THE FINANCIAL SERVICES ACT 1986 AND
THE COMPANIES ACT 1985 WITH RESPECT TO ANYTHING DONE BY A PERSON IN RELATION TO
THE COMMON STOCK IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM MUST BE
COMPLIED WITH. SEE "UNDERWRITING."

REFERENCES IN THIS PROSPECTUS TO "DOLLARS" AND "$" ARE TO U.S. DOLLARS.

---------------

TABLE OF CONTENTS

PAGE

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[LOGO OF H.J. HEINZ COMPANY]

H.J. HEINZ COMPANY

---------------

12,750,000 SHARES

COMMON STOCK

PROSPECTUS

, 1995

------------------

LAZARD CAPITAL MARKETS

DILLON, READ & CO. INC.

MERRILL LYNCH INTERNATIONAL LIMITED

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following are the expenses of the issuance and distribution of the
securities being registered, other than underwriting discounts and
commissions, all of which will be borne by the Selling Shareholders. All
amounts shown are estimates, except the SEC registration fee.

SEC registration fee....................................... $217,410.00
Accounting fees and expenses............................... 125,000.00
Legal fees and expenses.................................... 550,000.00
Printing and engraving..................................... 90,000.00
Blue Sky fees and expenses................................. 20,000.00
Miscellaneous expenses..................................... 20,000.00
-------------
Total.................................................. $1,022,410.00
=============

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company provides in Article Sixth of its Articles of Incorporation and
Article VII of its By-Laws for the limitation of the liability of the
Company's directors to the maximum extent permitted under Pennsylvania law
from time to time in effect. These provisions were approved by the Company's
shareholders on Septem- ber 9, 1987 and were adopted as a result of the
passage of the Directors' Liability Act (an amendment to the Pennsylvania
Judicial Code) which became effective on January 27, 1987 (the "Act"). The Act
permits Pennsylvania corporations to eliminate, subject to shareholder
approval of a provision in a corporation's by-laws, the personal liability
(including liability to the corporation or to its shareholders) of directors
for monetary damages for a breach of, or a failure to perform, their duties as
directors, except to the extent their acts or omissions constitute self-
dealing, willful misconduct or recklessness. The Act does not apply, however,
to the responsibility or liability of a director pursuant to any criminal
statute or to the liability of a director for the payment of taxes pursuant to
local, state or Federal law.

In addition, the Company provides in Article Sixth of its Articles of
Incorporation and Article VIII of its By-Laws for the indemnification of the
Company's directors, officers and others who may be later designated by the
Board of Directors of the Company to the maximum extent permitted under
Pennsylvania law from time to time in effect with respect to proceedings based
on acts or omissions on or after January 27, 1987. These provisions were also
adopted in response to the Act, which provides that directors, officers and
other persons designated by the directors may be indemnified against
liabilities and expenses incurred in the performance of their duties subject
to the limitation that no indemnification may be made in any case where the
act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted self- dealing, willful misconduct or
recklessness. Given that the aforementioned provisions relating to
indemnification incorporate the full extent of indemnification permitted under
Pennsylvania law as from time to time in effect, such provisions would
implement automatically any future changes in the law which expand the scope
of permissible indemnification of the Company's directors and officers.
However, any amendment or repeal of these provisions would not limit the
rights of directors or officers to be indemnified with respect to acts or
omissions which occurred prior to any such change.

In connection with the adoption of Article VIII of the By-Laws relating to
indemnification, the Company retained Article IX (formerly Article VII) of its
By-Laws which provides for the indemnification of its present and former
directors, officers, and managerial employees to the fullest extent permitted
by and in accordance with the standards and procedures provided under
Subchapter C of Chapter 17 of the Pennsylvania Business Corporation Law of
1988 (the "BCL") unless such persons have received the benefits of
indemnification under

II-1

Article VIII of the Company's By-Laws. Subchapter C of the BCL sets forth
comprehensive indemnification provisions authorizing corporations to indemnify
present and former directors, officers, employees and agents against
liabilities incurred in connection with their service in such capacities.
Under these sections of the BCL, such persons could be indemnified only if (i)
the director or officer was successful on the merits of the suit or proceeding
in respect of which indemnification was sought or (ii) indemnification was
ordered by a court or (iii) a determination was made by the board of directors
by a majority vote of a quorum consisting of directors who were not parties to
the suit or proceeding, by independent legal counsel or by the stockholders
that the director or officer has acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful.

The Company is also authorized under Pennsylvania law, including the BCL,
its Articles of Incorporation (Article Sixth) and its By-Laws (Article VIII
and Article IX) to purchase insurance against such liabilities, whether or not
the Company would have the power to indemnify such person against such
liability by law or under the provisions of the Company's Articles of
Incorporation or By-Laws. The Company has obtained directors' and officers'
insurance against loss, within certain policy limits, arising from any claim
made against the Company's directors and officers by reason of any wrongful
act, as defined in such insurance policies, in their respective capacities as
directors or officers or as fiduciaries under certain of the Company's
employee benefit plans.

ITEM 16. EXHIBITS

The following Exhibits are either filed as part of this Registration
Statement or incorporated herein by reference:

**1(a) -- Form of U.S. Underwriting Agreement to be entered into by the
Selling Shareholders, the Company and the U.S. Underwriters
**1(b) -- Form of International Underwriting Agreement to be entered into by
the Selling Shareholders, the Company and the International
Underwriters
4(a) -- The Company's Articles of Amendment dated July 13, 1994, amending
and restating the Company's amended and restated Articles of
Incorporation in their entirety (Incorporated by reference to
Exhibit No. 3(i) to the Company's Annual Report on Form 10-K for
the fiscal year ended April 27, 1994)
4(b) -- By-Laws of the Company, as amended effective October 12, 1994
(Incorporated by reference to Exhibit No. 3(ii) to the Company's
Annual Report on Form 10-K for the fiscal year ended
May 3, 1995)
4(c) -- Agreement for the Registration of Stock (the "Registration
Agreement") among the Company and Howard Heinz Endowment, Vira I.
Heinz Endowment, Heinz Family Foundation, H. John Heinz III
Revocable Trust No. 1 and H. John Heinz III Descendants' Trust
(No. 1) dated June 22, 1995 (Incorporated by reference to Exhibit
10 to the Company's Current Report on Form 8-K dated July 7,
1995)
**4(d) -- Amendment, dated August 2, 1995, to the Registration Agreement
among the Company and Howard Heinz Endowment, Vira I. Heinz
Endowment, Heinz Family Foundation, H. John Heinz III Revocable
Trust No. 1, H. John Heinz III Descendants' Trust (No. 1), H.J.
Heinz Family Trust and H.J. Heinz II Charitable and Family Trust
*4(e) -- Registration Rights Agreement dated as of May 2, 1995 between AT&T
Investment Management Corp. and the Company

II-2

**5 -- Opinion of Lawrence J. McCabe, Senior Vice President-General
Counsel of the Company, as to the legality of the Common Stock
*23(a) -- Consent of Coopers & Lybrand L.L.P.
*23(b) -- Consent of Arthur Andersen LLP
**23(c) -- Consent of Lawrence J. McCabe (included in his opinion filed as
Exhibit 5)
*24 -- Power of Attorney

--------

* Previously filed.

** Filed herewith.

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE FILED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF PITTSBURGH, STATE OF
PENNSYLVANIA, ON AUGUST 17, 1995.

H.J. Heinz Company
(Registrant)

/s/ David R. Williams
By___________________________________
DAVID R. WILLIAMS
Senior Vice President-Finance
and Chief Financial Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS
IN THE CAPACITIES INDICATED ON AUGUST 17, 1995.

SIGNATURE CAPACITY
--------- --------

_____________________*_____________________ Chairman of the Board, President and
Anthony J. F. O'Reilly Chief Executive Officer
(Principal Executive Officer)
/s/ David R. Williams
___________________________________________ Senior Vice President-Finance and
David R. Williams Chief Financial Officer
(Principal Financial Officer)
_____________________*_____________________ Corporate Controller
Tracy E. Quinn (Principal Accounting Officer)

Anthony J. F. O'Reilly Director
Joseph J. Bogdanovich Director
Nicholas F. Brady Director
Richard M. Cyert Director
Thomas S. Foley Director
Edith E. Holiday Director
Samuel C. Johnson Director
William R. Johnson Director
Donald R. Keough Director
Albert Lippert Director
Lawrence J. McCabe Director /s/ David R. Williams
*By______________________________
Luigi Ribolla Director DAVID R. WILLIAMS
Herman J. Schmidt Director Director and Attorney-in-Fact
David W. Sculley Director
Eleanor B. Sheldon Director
William P. Snyder III Director
William C. Springer Director
S. Donald Wiley Director
David R. Williams Director

II-4

INDEX TO EXHIBITS

SEQUENTIAL
PAGE
EXHIBITS DESCRIPTION NUMBER
-------- ----------- ----------

**1(a) - Form of U.S. Underwriting Agreement to be entered
into by the Selling Shareholders, the Company and
the U.S. Underwriters
**1(b) - Form of International Underwriting Agreement to be
entered into by the Selling Shareholders, the Company
and the International Underwriters
4(a) - The Company's Articles of Amendment dated July 13, 1994,
amending and restating the Company's amended and
restated Articles of Incorporation in their entirety
(Incorporated by reference to Exhibit No. 3(i) to the
Company's Annual Report on Form 10-K for the fiscal year
ended April 27, 1994)
4(b) - By-Laws of the Company, as amended effective October 12,
1994 (Incorporated by reference to Exhibit No. 3(ii) to
the Company's Annual Report on Form 10-K for the fiscal
year ended May 3, 1995)
4(c) - Agreement for the Registration of Stock (the
"Registration Agreement") among the Company and Howard
Heinz Endowment, Vira I. Heinz Endowment, Heinz Family
Foundation, H. John Heinz III Revocable Trust No. 1 and
H. John Heinz III Descendants' Trust (No. 1) dated June
22, 1995 (Incorporated by reference to Exhibit 10 to the
Company's Current Report on Form 8-K dated July 7, 1995)
**4(d) - Amendment, dated August 2, 1995, to the Registration
Agreement among the Company and Howard Heinz Endowment,
Vira I. Heinz Endowment, Heinz Family Foundation, H.
John Heinz III Revocable Trust No. 1, H. John Heinz III
Descendants' Trust (No. 1), H.J. Heinz Family Trust and
H.J. Heinz II Charitable and Family Trust
*4(e) - Registration Rights Agreement dated as of May 2, 1995
between AT&T Investment Management Corp. and the Company
**5 - Opinion of Lawrence J. McCabe, Senior Vice President-
General Counsel of the Company, as to the legality of
the Common Stock
*23(a) - Consent of Coopers & Lybrand L.L.P.
*23(b) - Consent of Arthur Andersen LLP
**23(c) - Consent of Lawrence J. McCabe (included in his opinion
filed as Exhibit 5)
*24 - Power of Attorney

--------

* Previously filed.

** Filed herewith.

II-5