EXHIBIT 24


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William R. Johnson, Arthur Winkleblack
and Laura Stein, and each of them, such person's true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign H. J. Heinz Company's Annual Report on Form 10-K for the
fiscal year ended April 28, 2004 and to sign any and all amendments to such
Annual Report, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as such person might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or such persons' or person's
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

         This Power of Attorney has been signed below as of the 9th day of June,
2004 by the following persons in the capacities indicated.

Signature                        Title
- ---------                        -----

/s/ William R. Johnson           Chairman of the Board of Directors,
- ---------------------------      President and Chief Executive Officer
William R. Johnson               (Principal Executive Officer)




/s/ Charles E. Bunch             Director
- ---------------------------
Charles E. Bunch




/s/ Mary C. Choksi               Director
- ---------------------------
Mary C. Choksi



/s/ Leonard S. Coleman, Jr.      Director
- ---------------------------
Leonard S. Coleman, Jr.



/s/ Peter H. Coors               Director
- ---------------------------
Peter H. Coors



/s/ Edith E. Holiday             Director
- ---------------------------
Edith E. Holiday



/s/ Candace Kendle               Director
- ---------------------------
Candace Kendle



/s/ Dean R. O'Hare               Director
- ---------------------------
Dean R. O'Hare



/s/ Lynn C. Swann                Director
- ---------------------------
Lynn C. Swann



/s/ Thomas J. Usher              Director
- ---------------------------
Thomas J. Usher



/s/ James M. Zimmerman           Director
- ---------------------------
James M. Zimmerman



/s/ Arthur Winkleblack           Senior Vice President and
- ---------------------------      Chief Financial Officer
Arthur Winkleblack


/s/ Edward J. McMenamin          Vice President - Finance
- ---------------------------      (Principal Accounting Officer)
Edward J. McMenamin