<PAGE>
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 1996
 
                                                       REGISTRATION NO. 33-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ------------
 
                                    FORM S-8
 
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                 ------------
 
                              H. J. HEINZ COMPANY
             (Exact name of registrant as specified in its charter)
 
              PENNSYLVANIA                             25-0542520
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)
 
                600 GRANT STREET, PITTSBURGH, PENNSYLVANIA 15219
          (Address of principal executive offices, including zip code)
 
                   H. J. HEINZ COMPANY 1996 STOCK OPTION PLAN
                            (Full title of the plan)
 
           LAWRENCE J. MCCABE, SENIOR VICE PRESIDENT--GENERAL COUNSEL
                              H. J. HEINZ COMPANY
                                600 GRANT STREET
                         PITTSBURGH, PENNSYLVANIA 15219
                    (Name and address of agent for service)
 
                                  412-456-5700
             (Telephone, including area code, of agent for service)
                                 ------------
 
                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                      PROPOSED
                                                      MAXIMUM     PROPOSED MAXIMUM  AMOUNT OF
              TITLE OF SECURITIES   AMOUNT TO BE   OFFERING PRICE    AGGREGATE     REGISTRATION
                TO BE REGISTERED     REGISTERED      PER SHARE     OFFERING PRICE      FEE
-----------------------------------------------------------------------------------------------
<S>                                <C>             <C>            <C>              <C>
H. J. Heinz Company Common
 Stock, par value $.25 per share.   15,000,000(a)   $33.6255(b)   $504,375,000(b)  $152,840.91
</TABLE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
(a) Plus such indeterminate number of additional shares as may become issuable
    pursuant to the anti-dilution provisions contained in the Company's 1996
    Stock Option Plan.
 
(b) Pursuant to rule 457(h) the proposed maximum aggregate offering price is
    based upon $33.625 per share, the average of the high and low prices per
    share of the Company's Common Stock on the New York Stock Exchange--
    Composite Tape on October 9, 1996.
<PAGE>
 
                                    PART II
 
                     INFORMATION REQUIRED IN THE PROSPECTUS
 
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
  The following documents are incorporated herein by reference:
 
  (a)  H. J. Heinz Company Annual Report on Form 10-K for the fiscal year ended
       May 1, 1996 .
 
  (b)  H.J. Heinz Company Quarterly Report on Form 10-Q for the quarterly
       period endedJuly 31, 1996.
 
  (c)  H.J. Heinz Company Current Report on Form 8-K dated September 3, 1996.
 
  (d)  The description of H. J. Heinz Company's Common Stock contained in its
       Registration Statement on Form 10 filed in 1945, as amended by an
       amendment on Form 8 dated January 16, 1984 and as it may be amended in
       the future.
 
  In addition, there are incorporated herein by reference all documents
subsequently filed by H. J. Heinz Company (the "Company") pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this registration statement which
indicates that all shares covered hereby have been sold or which deregisters
all such shares then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing of such documents.
 
ITEM 4. DESCRIPTION OF SECURITIES
 
  Not Applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
  Certain legal matters in connection with the legality of the issuance of the
Company's Common Stock pursuant to the Company's 1996 Stock Option Plan (the
"Plan") have been passed upon by Lawrence J. McCabe, Senior Vice President--
General Counsel of the Company. Mr. McCabe is eligible to participate in the
Plan.
 
ITEM 6. 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
September 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 bylaws, 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.
 
                                      II-1
<PAGE>
 
  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 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 7. EXEMPTION FROM REGISTRATION CLAIMED
 
  Not Applicable.
 
 
                                      II-2
<PAGE>
 
ITEM 8. EXHIBITS
 
  Exhibits required to be filed pursuant to Item 8 of Form S-8 and Item 601 of
Regulation S-K are listed below and except as otherwise indicated below are
filed herewith as a part of this Registration Statement.
 
<TABLE>
<CAPTION>
   NUMBER                              DESCRIPTION
   ------                              -----------
   <C>    <S>
     4    H. J. Heinz Company 1996 Stock Option Plan is incorporated herein by
          reference to Appendix A to H.J. Heinz Company definitive proxy
          statement dated August 2, 1996.
     5    Opinion of Lawrence J. McCabe, Esq., Senior Vice President--General
          Counsel of the Company, as to legality of the Common Stock to be
          issued pursuant to the 1996 Stock Option Plan.
    23.1  Consent of Coopers & Lybrand L.L.P.
    23.2  Consent of Ivins, Phillips & Barker, Chartered.
    23.3  Consent of Lawrence J. McCabe is set forth in Exhibit 5.
    24    Powers of Attorney.
</TABLE>
 
ITEM 9. UNDERTAKINGS
 
A.The undersigned registrant hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement:
 
      (a) To include any prospectus required by section 10(a)(3) of the
      Securities Act of 1933;
 
      (b) To reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the registration statement;
 
      (c) To include any material information with respect to the plan of
    distribution not previously disclosed in the registration statement or
    any material change to such information in the registration statement;
 
    Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
    the registration statement is on Form S-3 or Form S-8 and the
    information required to be included in a post-effective amendment by
    those paragraphs is contained in periodic reports filed with or
    furnished to the Securities and Exchange Commission by the registrant
    pursuant to section 13 or section 15(d) of the Securities Exchange Act
    of 1934 that are incorporated by reference in the registration
    statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment 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.
 
    (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
 
                                      II-3
<PAGE>
 
B. The undersigned registrant hereby undertakes that, for purposes of
   determining any liability under the Securities Act of 1933, each filing of
   the registrant's annual report pursuant to section 13(a) or section 15(d) of
   the Securities Exchange Act of 1934 (and, where applicable, each filing of
   an employee benefit plan's annual report pursuant to section 15(d) of the
   Securities Exchange Act of 1934) 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.
 
C. Insofar as indemnification for liabilities arising under the Securities Act
   of 1933 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 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 Act and will be governed by the final
   adjudication of such issue.
 
                                      II-4
<PAGE>
 
                                   SIGNATURES
 
  THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on
October 10, 1996.
 
                                          H. J. HEINZ COMPANY
 
                                                  /s/ Lawrence J. McCabe
                                          By...................................
                                              LAWRENCE J. MCCABE SENIOR VICE
                                                PRESIDENT--GENERAL COUNSEL
 
                                 ------------
 
  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
 
 
<TABLE>
<CAPTION> 
         SIGNATURE                              TITLE
         ---------                              -----
 
 
<S>                                    <C>                           <C>
         Anthony J. F. O'Reilly        Chairman of the Board and
                                        Chief Executive Officer
                                        and Director (Principal
                                        Executive Officer)

         Paul F. Renne                 Senior Vice President--
                                       Finance and Chief Financial
                                       Officer and Treasurer
                                        (Principal Financial
                                        Officer)                           /s/ Lawrence J. McCabe
                                                                     By..........................
         Edward J. McMenamin           Corporate Controller               LAWRENCE J. MCCABE
                                        (Principal Accounting                DIRECTOR AND
                                        Officer)                           ATTORNEY-IN-FACT
                                                                           OCTOBER 10, 1996
         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
         Luigi Ribolla                 Director
         Herman J. Schmidt             Director
         Eleanor B. Sheldon            Director
         William P. Snyder III         Director
         William C. Springer           Director
         S. Donald Wiley               Director
         David R. Williams             Director
</TABLE>
 
 
                                      II-5
<PAGE>
 
                                 EXHIBIT INDEX
 
  Exhibits required to be filed pursuant to Item 8 of Form S-8 and Item 601 of
Regulation S-K are listed below and except as otherwise indicated below are
filed as a part of this Registration Statement. The exhibit numbers listed
below correspond to the exhibit numbers designated in Item 601 of Regulation S-
K.
 
<TABLE>
<CAPTION>
   NUMBER                              DESCRIPTION
   ------                              -----------
   <C>    <S>
     4    H. J. Heinz Company 1996 Stock Option Plan is incorporated herein by
          reference to Appendix A to the H.J. Heinz Company definitive proxy
          statement dated August 2, 1996.
     5    Opinion of Lawrence J. McCabe, Esq., Senior Vice President--General
          Counsel of the Company, as to legality of the Common Stock to be
          issued pursuant to the 1996 Stock Option Plan.
    23.1  Consent of Coopers & Lybrand L.L.P.
    23.2  Consent of Ivins, Phillips & Barker, Chartered.
    23.3  Consent of Lawrence J. McCabe is set forth in Exhibit 5.
    24    Powers of Attorney.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19396}]
{"company-data": {"conformed-name": "HEINZ H J CO", "cik": "0000046640", "assigned-sic": "2030", "irs-number": "250542520", "state-of-incorporation": "PA", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13849", "film-number": "96641804"}, "business-address": {"street1": "600 GRANT ST", "city": "PITTSBURGH", "state": "PA", "zip": "15219", "phone": "4124565700"}, "mail-address": {"street2": "P O BOX 57", "city": "PITTSBURGH", "state": "PA", "zip": "15230"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 1996
 
                                                       REGISTRATION NO. 33-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ------------
 
                                    FORM S-8
 
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                                 ------------
 
                              H. J. HEINZ COMPANY
             (Exact name of registrant as specified in its charter)
 
              PENNSYLVANIA                             25-0542520
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)
 
                600 GRANT STREET, PITTSBURGH, PENNSYLVANIA 15219
          (Address of principal executive offices, including zip code)
 
                   H. J. HEINZ COMPANY 1996 STOCK OPTION PLAN
                            (Full title of the plan)
 
           LAWRENCE J. MCCABE, SENIOR VICE PRESIDENT--GENERAL COUNSEL
                              H. J. HEINZ COMPANY
                                600 GRANT STREET
                         PITTSBURGH, PENNSYLVANIA 15219
                    (Name and address of agent for service)
 
                                  412-456-5700
             (Telephone, including area code, of agent for service)
                                 ------------
 
                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PROPOSED
                                                      MAXIMUM     PROPOSED MAXIMUM  AMOUNT OF
              TITLE OF SECURITIES   AMOUNT TO BE   OFFERING PRICE    AGGREGATE     REGISTRATION
                TO BE REGISTERED     REGISTERED      PER SHARE     OFFERING PRICE      FEE
-----------------------------------------------------------------------------------------------
H. J. Heinz Company Common
 Stock, par value $.25 per share.   15,000,000(a)   $33.6255(b)   $504,375,000(b)  $152,840.91
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
(a) Plus such indeterminate number of additional shares as may become issuable
    pursuant to the anti-dilution provisions contained in the Company's 1996
    Stock Option Plan.
 
(b) Pursuant to rule 457(h) the proposed maximum aggregate offering price is
    based upon $33.625 per share, the average of the high and low prices per
    share of the Company's Common Stock on the New York Stock Exchange--
    Composite Tape on October 9, 1996.
PART II
 
                     INFORMATION REQUIRED IN THE PROSPECTUS
 
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
  The following documents are incorporated herein by reference:
 
  (a)  H. J. Heinz Company Annual Report on Form 10-K for the fiscal year ended
       May 1, 1996 .
 
  (b)  H.J. Heinz Company Quarterly Report on Form 10-Q for the quarterly
       period endedJuly 31, 1996.
 
  (c)  H.J. Heinz Company Current Report on Form 8-K dated September 3, 1996.
 
  (d)  The description of H. J. Heinz Company's Common Stock contained in its
       Registration Statement on Form 10 filed in 1945, as amended by an
       amendment on Form 8 dated January 16, 1984 and as it may be amended in
       the future.
 
  In addition, there are incorporated herein by reference all documents
subsequently filed by H. J. Heinz Company (the "Company") pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this registration statement which
indicates that all shares covered hereby have been sold or which deregisters
all such shares then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part hereof from the date of
filing of such documents.
 
ITEM 4. DESCRIPTION OF SECURITIES
 
  Not Applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
  Certain legal matters in connection with the legality of the issuance of the
Company's Common Stock pursuant to the Company's 1996 Stock Option Plan (the
"Plan") have been passed upon by Lawrence J. McCabe, Senior Vice President--
General Counsel of the Company. Mr. McCabe is eligible to participate in the
Plan.
 
ITEM 6. 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
September 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 bylaws, 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.
 
                                      II-1
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 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 7. EXEMPTION FROM REGISTRATION CLAIMED
 
  Not Applicable.
 
 
                                      II-2
ITEM 8. EXHIBITS
 
  Exhibits required to be filed pursuant to Item 8 of Form S-8 and Item 601 of
Regulation S-K are listed below and except as otherwise indicated below are
filed herewith as a part of this Registration Statement.
NUMBER                              DESCRIPTION
   ------                              -----------
4    H. J. Heinz Company 1996 Stock Option Plan is incorporated herein by
          reference to Appendix A to H.J. Heinz Company definitive proxy
          statement dated August 2, 1996.
     5    Opinion of Lawrence J. McCabe, Esq., Senior Vice President--General
          Counsel of the Company, as to legality of the Common Stock to be
          issued pursuant to the 1996 Stock Option Plan.
    23.1  Consent of Coopers & Lybrand L.L.P.
    23.2  Consent of Ivins, Phillips & Barker, Chartered.
    23.3  Consent of Lawrence J. McCabe is set forth in Exhibit 5.
    24    Powers of Attorney.
ITEM 9. UNDERTAKINGS
 
A.The undersigned registrant hereby undertakes:
 
    (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to this registration statement:
 
      (a) To include any prospectus required by section 10(a)(3) of the
      Securities Act of 1933;
 
      (b) To reflect in the prospectus any facts or events arising after
    the effective date of the registration statement (or the most recent
    post-effective amendment thereof) which, individually or in the
    aggregate, represent a fundamental change in the information set forth
    in the registration statement;
 
      (c) To include any material information with respect to the plan of
    distribution not previously disclosed in the registration statement or
    any material change to such information in the registration statement;
 
    Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
    the registration statement is on Form S-3 or Form S-8 and the
    information required to be included in a post-effective amendment by
    those paragraphs is contained in periodic reports filed with or
    furnished to the Securities and Exchange Commission by the registrant
    pursuant to section 13 or section 15(d) of the Securities Exchange Act
    of 1934 that are incorporated by reference in the registration
    statement.
 
    (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment 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.
 
    (3) To remove from registration by means of a post-effective amendment
  any of the securities being registered which remain unsold at the
  termination of the offering.
 
 
                                      II-3
B. The undersigned registrant hereby undertakes that, for purposes of
   determining any liability under the Securities Act of 1933, each filing of
   the registrant's annual report pursuant to section 13(a) or section 15(d) of
   the Securities Exchange Act of 1934 (and, where applicable, each filing of
   an employee benefit plan's annual report pursuant to section 15(d) of the
   Securities Exchange Act of 1934) 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.
 
C. Insofar as indemnification for liabilities arising under the Securities Act
   of 1933 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 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 Act and will be governed by the final
   adjudication of such issue.
 
                                      II-4
SIGNATURES
 
  THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on
October 10, 1996.
 
                                          H. J. HEINZ COMPANY
 
                                                  /s/ Lawrence J. McCabe
                                          By...................................
                                              LAWRENCE J. MCCABE SENIOR VICE
                                                PRESIDENT--GENERAL COUNSEL
 
                                 ------------
 
  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
SIGNATURE                              TITLE
         ---------                              -----
Anthony J. F. O'Reilly        Chairman of the Board and
                                        Chief Executive Officer
                                        and Director (Principal
                                        Executive Officer)

         Paul F. Renne                 Senior Vice President--
                                       Finance and Chief Financial
                                       Officer and Treasurer
                                        (Principal Financial
                                        Officer)                           /s/ Lawrence J. McCabe
                                                                     By..........................
         Edward J. McMenamin           Corporate Controller               LAWRENCE J. MCCABE
                                        (Principal Accounting                DIRECTOR AND
                                        Officer)                           ATTORNEY-IN-FACT
                                                                           OCTOBER 10, 1996
         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
         Luigi Ribolla                 Director
         Herman J. Schmidt             Director
         Eleanor B. Sheldon            Director
         William P. Snyder III         Director
         William C. Springer           Director
         S. Donald Wiley               Director
         David R. Williams             Director
II-5
EXHIBIT INDEX
 
  Exhibits required to be filed pursuant to Item 8 of Form S-8 and Item 601 of
Regulation S-K are listed below and except as otherwise indicated below are
filed as a part of this Registration Statement. The exhibit numbers listed
below correspond to the exhibit numbers designated in Item 601 of Regulation S-
K.
NUMBER                              DESCRIPTION
   ------                              -----------
4    H. J. Heinz Company 1996 Stock Option Plan is incorporated herein by
          reference to Appendix A to the H.J. Heinz Company definitive proxy
          statement dated August 2, 1996.
     5    Opinion of Lawrence J. McCabe, Esq., Senior Vice President--General
          Counsel of the Company, as to legality of the Common Stock to be
          issued pursuant to the 1996 Stock Option Plan.
    23.1  Consent of Coopers & Lybrand L.L.P.
    23.2  Consent of Ivins, Phillips & Barker, Chartered.
    23.3  Consent of Lawrence J. McCabe is set forth in Exhibit 5.
    24    Powers of Attorney.