ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Effective January 21, 2009, the Board of Directors of the Company amended Article VI, Section 2 of the Company By-Laws to modernize the provisions regarding the nature and location of the Company's transfer agent(s) and/or registrar(s). The foregoing description is qualified in its entirety by the text of the amended By-Laws, which are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number
(Referenced to
Item 601 of
Regulation S-K) Description of Exhibit
3.2 H.J. Heinz Company By-Laws

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