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                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of Earliest Event Reported): November 8, 2006


                               H. J. HEINZ COMPANY
             (Exact name of registrant as specified in its charter)


      Pennsylvania                     1-3385                    25-0542520
(State of Incorporation)     (Commission File Number)         (I.R.S. Employer
                                                             Identification No.)

     600 Grant Street, Pittsburgh,                                  15219
              Pennsylvania                                        (Zip Code)
(Address of principal executive offices)


                                  412-456-5700
              (Registrant's telephone number, including area code)


                                 Not Applicable
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

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

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

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

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

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ITEM 8.01. OTHER EVENTS

Attached is H.J. Heinz Company's press release dated November 8, 2006 announcing
certain corporate governance changes furnished herewith as Exhibit 99.1.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)  Exhibits



Exhibit Number
(Referenced to
Item 601 of
Regulation S-K)                     Description of Exhibit
- ---------------                     ----------------------
99.1                                H.J. Heinz Company Press Release dated
                                    November 8, 2006




                                    SIGNATURE

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


                                        H.J. HEINZ COMPANY


                                        By /s/ Theodore N. Bobby
                                           -------------------------
                                           Theodore N. Bobby
                                           Senior Vice President and
                                           General Counsel


Dated: November 8, 2006




                                  EXHIBIT INDEX

Exhibit NO.                         Description
- -----------                         -----------
99.1                                H. J. Heinz Company Press Release dated
                                    November 8, 2006