Item 8.01 - Other Events

On January 14, 2009, Campbell Soup Company ("Campbell") announced an offering of $300,000,000 aggregate principal amount of senior unsecured notes bearing interest at the rate of 4.500% per annum, due February 15, 2019 (the "Notes").

Campbell may redeem some or all of the Notes at any time on the terms specified in the Notes. The Notes are subject to customary event of default provisions.

The Notes were offered and sold pursuant to an Underwriting Agreement (the "Underwriting Agreement") dated January 14, 2009 between Campbell and J.P. Morgan Securities Inc., as representative of the several underwriters named therein, under Campbell's automatic shelf registration statement (the "Registration Statement") on Form S-3 (Registration No. 333-155626) filed with the Securities and Exchange Commission (the "SEC") on November 24, 2008. Campbell has filed with the SEC a prospectus supplement, dated January 14, 2009, together with the accompanying prospectus, dated November 24, 2008, relating to the offering and sale of the Notes. The Notes are expected to be issued on January 20, 2009 pursuant to the Indenture dated as of November 24, 2008 between Campbell and The Bank of New York Mellon, as Trustee, which was filed with the Registration Statement.

The above description of the Underwriting Agreement and the Notes is qualified in its entirety by reference to the Underwriting Agreement and the form of Note, each of which is incorporated by reference into the Registration Statement and attached to this Current Report on Form 8-K as Exhibits 1.1 and 4.1, respectively.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

1.1 Underwriting Agreement dated January 14, 2009 between Campbell and J.P. Morgan Securities Inc., as representative of the several underwriters named therein.

4.1 Form of Note.

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