================================================================================

      As filed with the Securities and Exchange Commission on May 26, 1999
================================================================================
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                             Del Monte Foods Company
             (Exact Name of Registrant as Specified in Its Charter)


                     Delaware                             13-3542950

         (State or Other Jurisdiction of       (I.R.S. Employer Identification
          Incorporation or Organization)                   Number)

                                   One Market
                         San Francisco, California 94105
                                 (415) 247-3000

              (Address of Registrant's Principal Executive Offices)


                             DEL MONTE FOODS COMPANY
                NON-EMPLOYEE DIRECTOR AND INDEPENDENT CONTRACTOR
                            1997 STOCK INCENTIVE PLAN

                             DEL MONTE FOODS COMPANY
                               DIRECTORS' FEE PLAN

                             DEL MONTE FOODS COMPANY
                            1998 STOCK INCENTIVE PLAN

                           (Full Titles of the Plans)


                            William R. Sawyers, Esq.
                  Vice President, General Counsel and Secretary
                             Del Monte Foods Company
                                   One Market
                         San Francisco, California 94105
                                 (415) 247-3000

           (Name, Address, and Telephone Number, Including Area Code,
                             of Agent for Service)




<PAGE>




                                          CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>


                                                                           Proposed
                                                                           maximum       Proposed
                                                                           offering      maximum         Amount of
       Title of each class of securities             Amount to be         price per     aggregate      registration
               to be registered                     registered(1)           share     offering price        fee
               ----------------                     -------------           -----     --------------        ---

<S>                                                <C>                  <C>           <C>               <C>
Common Stock, par value $.01 per share              148,828 shares       $5.22(2)        $776,883(2)       $216(2)
Common Stock, par value $.01 per share             1,861,011 shares     $13.00(2)     $24,193,143(2)     $6,726(2)
Common Stock, par value $.01 per share             1,584,676 shares     $12.57(3)     $19,919,378(3)     $5,538(3)
Total                                              3,594,515 shares        ---        $44,889,404       $12,480
</TABLE>

(1)   Together with an indeterminate number of shares that may be necessary to
      adjust the number of shares reserved for issuance pursuant to the Del
      Monte Foods Company Non-Employee Director and Independent Contractor 1997
      Stock Incentive Plan, the Del Monte Foods Company Directors' Fee Plan, and
      the Del Monte Foods Company 1998 Stock Incentive Plan as the result of a
      stock split, stock dividend or similar adjustment of the outstanding
      Common Stock of Del Monte Foods Company (the "Registrant").


(2)   Estimated solely for the purposes of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
      "Securities Act"), with respect to shares of Common Stock issuable
      pursuant to stock options granted under the Del Monte Foods Company
      Non-Employee Director and Independent Contractor 1997 Stock Incentive Plan
      and the Del Monte Foods Company 1998 Stock Incentive Plan and based on the
      exercise price of such stock options. Upon cancellation, expiration,
      forfeiture or other termination or settlement of such stock options (or
      portions thereof) without a delivery of shares of Common Stock or upon
      tender of shares of Common Stock to the Registrant in connection with the
      exercise of such stock options, new stock options or other stock awards
      may be granted at varying exercise prices under the Del Monte Foods
      Company 1998 Stock Incentive Plan with respect to the shares of Common
      Stock underlying such terminated stock options (or portions thereof) or
      tendered in connection with such stock options.


(3)   Estimated solely for the purposes of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act, with respect to shares
      of Common Stock issuable pursuant to stock options or other stock awards
      not yet granted under the Del Monte Foods Company Directors' Fee Plan and
      the Del Monte Foods Company 1998 Stock Incentive Plan and based on the
      average of the high and low sales prices on May 24, 1999 of a share of
      Common Stock as reported on the New York Stock Exchange.



<PAGE>
                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following information shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents:

     (i) The Registrant's Prospectus dated February 4, 1999 filed pursuant to
Rule 424(b) of the Securities Act with respect to Post-Effective Amendment No. 2
to the Registration Statement on Form S-1 (No. 333-48235) filed by the
Registrant under the Securities Act with the Securities and Exchange Commission
(the "Commission") on January 19, 1999 (the "Registrant's Form S-1"),

     (ii) the Registrant's Quarterly Report on Form 10-Q for the Quarter ended
September 30, 1998,

     (iii) the Registrant's Quarterly Report on Form 10-Q for the Quarter ended
December 31, 1998,

     (iv) the Registrant's Quarterly Report on Form 10-Q for the Quarter ended
March 31, 1999,

     (v) the description of the Common Stock of the Registrant is contained
under the caption "Description of Capital Stock" in the Prospectus dated
February 4, 1999 filed pursuant to Rule 424(b) of the Securities Act with
respect to the Registrant's Form S-1 and incorporated by reference to the
Registration Statement on Form 8-A filed by the Registrant under the Exchange
Act with the Commission on July 23, 1998, and

     (vi) all documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the termination of the offering of the
Common Stock offered hereby.

     Any statement contained in a document incorporated or deemed to be
incorporated herein by reference, or contained in this Registration Statement,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Certificate of Incorporation of the Registrant provides that the
Registrant will indemnify each of its directors and officers to the fullest
extent permitted by the General Corporation Law of the State of Delaware (the
"DGCL") and may indemnify certain other persons as authorized by the DGCL.
Section 145 of the DGCL provides as follows:

145 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE. --

     (a) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

     (b) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including attorneys'
fees) incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems
appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

     (g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person in any such capacity or arising out of such person's status as such
whether or not the corporation would have the power to indemnify such person
against such liability under this section.

     (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

     (i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).

     The Del Monte Foods Company Directors' Fee Plan, the Del Monte Foods
Company Non-Employee Director and Independent Contractor 1997 Stock Incentive
Plan and the Del Monte Foods Company 1998 Stock Incentive Plan each provide that
no member of the Registrant's Board of Directors nor any committee thereof shall
be liable for any action or determination made in good faith with respect to
such plan. The Del Monte Foods Company Directors' Fee Plan further provides that
each such person shall be indemnified to the maximum extent permitted by
applicable law and the Registrant's Certificate of Incorporation.

     The Registrant also carries liability insurance covering officers and
directors.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following exhibits are filed with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):

     4.1 Del Monte Foods Company Directors' Fee Plan

     4.2 Del Monte Foods Company Non-Employee Director and Independent
Contractor 1997 Stock Incentive Plan

     4.3 Del Monte Foods Company 1998 Stock Incentive Plan

     4.4 Certificate of Incorporation of Del Monte Foods Company (filed as
Exhibit 3.1 to the Registrant's Form S-1 and incorporated by reference herein)

     4.5 Amended and Restated Bylaws of Del Monte Foods Company (filed as
Exhibit 3(ii) to the Registrant's Quarterly Report on Form 10-Q for the Quarter
ended March 31, 1999 (SEC File No. 001-14335) and incorporated by reference
herein)

     5.1 Opinion of Cleary, Gottlieb, Steen & Hamilton regarding the validity of
securities being registered

     23.1 Consent of Independent Auditors

     23.2 Consent of Independent Auditors

     23.3 Consent of Independent Auditors

     23.4 Consent of Cleary, Gottlieb, Steen & Hamilton (included in Exhibit
5.1)

     24.1 Power of Attorney (included on signature page)

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: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) 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; (iii) 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
(a)(1)(i) and (a)(1)(ii) do not apply if 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 Commission by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, 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.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of the employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.



<PAGE>


                                   SIGNATURES

     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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California, on this 24th
day of May, 1999.

                            DEL MONTE FOODS COMPANY


                            By:     /s/ Richard G. Wolford
                                    -----------------------
                                    Richard G. Wolford, Chief Executive Officer


                                POWER OF ATTORNEY

     Each person whose signature appears below on this Registration Statement
hereby constitutes and appoints Richard G. Wolford, Wesley J. Smith and William
R. Sawyers, and each of them, with full power to act without the other, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (unless revoked in writing) to sign any and all amendments (including
post-effective amendments thereto) to this Registration Statement to which this
power of attorney is attached, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting to such 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 in connection therewith, as full to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on May 24, 1999.

<TABLE>
<CAPTION>
      Signature                                                        Title
      ---------                                                        -----
<S>                                       <C>
         /s/ Richard G. Wolford            Chief Executive Officer (Principal Executive Officer); Director
---------------------------------
Richard G. Wolford
         /s/ David L. Meyers               Executive Vice President, Administration and Chief Financial
---------------------------------          Officer (Principal Financial Officer)
David L. Meyers
        /s/ Richard L. French              Senior Vice President and Chief Accounting Officer (Principal
---------------------------------          Accounting Officer)
Richard L. French
         /s/ Richard W. Boyce              Chairman of the Board; Director
---------------------------------
Richard W. Boyce

     /s/ Timothy G. Bruer                  Director
---------------------------------
Timothy G. Bruer
     /s/ Al Carey                          Director
---------------------------------
Al Carey
     /s/ Patrick Foley                     Director
---------------------------------
Patrick Foley
     /s/ Brian E. Haycox                   Director
---------------------------------
Brian E. Haycox
     /s/ Denise M. O'Leary                 Director
---------------------------------
Denise M. O'Leary
     /s/ William S. Price, III             Director
---------------------------------
William S. Price, III
     /s/ Jeffrey A. Shaw                   Director
---------------------------------
Jeffrey A. Shaw
     /s/ Wesley J. Smith                   Director
---------------------------------
Wesley J. Smith
</TABLE>



<PAGE>


                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

                                                                                        Sequentially Numbered
Exhibit No.                Description                        Method of Filing                   Page Location
-----------                -----------                        ----------------                   -------------
<S>                        <C>                                  <C>                               <C>
4.1                        Del Monte Foods Company              Filed herewith                              12
                           Directors' Fee Plan

4.2                        Del Monte Foods Company              Filed herewith                              19
                           Non-Employee Director and
                           Independent Contractor 1997
                           Stock Incentive Plan

4.3                        Del Monte Foods Company              Filed herewith                              30
                           1998 Stock Incentive Plan

4.4                        Certificate of Incorporation         Filed as Exhibit 3.1 to                     --
                           of Del Monte                         the Registrant's
                           Foods Company                        Form S-1
                                                                and incorporated
                                                                herein by reference

4.5                        Amended and Restated                 Filed as Exhibit                            --
                           Bylaws of Del Monte                  3(ii) to the Registrant's
                           Foods Company                        Quarterly Report on
                                                                Form 10-Q for the
                                                                Quarter ended
                                                                March 31, 1999 (SEC
                                                                File No. 001-14335) and
                                                                incorporated herein by reference

5.1                        Opinion of Cleary, Gottlieb,         Filed herewith                              48
                           Steen & Hamilton regarding
                           the validity of securities
                           being registered

23.1                       Consent of Independent               Filed herewith                              50
                           Auditors

23.2                       Consent of Independent               Filed herewith                              51
                           Auditors

23.3                       Consent of Independent               Filed herewith                              52
                           Auditors

23.4                       Consent of Cleary, Gottlieb,         Filed herewith                              48
                           Steen & Hamilton (included
                           in Exhibit 5.1)

24.1                       Power of Attorney (included          Filed herewith                              9
                           on signature page)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29741}]
{"company-data": {"conformed-name": "DEL MONTE FOODS CO", "cik": "0000866873", "assigned-sic": "2033", "irs-number": "133542950", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79315", "film-number": "99635190"}, "business-address": {"street1": "ONE MARKET PLZ", "street2": "C/O DEL MONTE CORP", "city": "SAN FRANCISCO", "state": "CA", "zip": "94105", "phone": "4152473000"}, "former-company": {"former-conformed-name": "DMPF HOLDINGS CORP", "date-changed": "19600201"}}
================================================================================

      As filed with the Securities and Exchange Commission on May 26, 1999
================================================================================
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             Del Monte Foods Company
             (Exact Name of Registrant as Specified in Its Charter)

                     Delaware                             13-3542950

         (State or Other Jurisdiction of       (I.R.S. Employer Identification
          Incorporation or Organization)                   Number)

                                   One Market
                         San Francisco, California 94105
                                 (415) 247-3000

              (Address of Registrant's Principal Executive Offices)

                             DEL MONTE FOODS COMPANY
                NON-EMPLOYEE DIRECTOR AND INDEPENDENT CONTRACTOR
                            1997 STOCK INCENTIVE PLAN

                             DEL MONTE FOODS COMPANY
                               DIRECTORS' FEE PLAN

                             DEL MONTE FOODS COMPANY
                            1998 STOCK INCENTIVE PLAN

                           (Full Titles of the Plans)

                            William R. Sawyers, Esq.
                  Vice President, General Counsel and Secretary
                             Del Monte Foods Company
                                   One Market
                         San Francisco, California 94105
                                 (415) 247-3000

           (Name, Address, and Telephone Number, Including Area Code,
                             of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed
                                                                           maximum       Proposed
                                                                           offering      maximum         Amount of
       Title of each class of securities             Amount to be         price per     aggregate      registration
               to be registered                     registered(1)           share     offering price        fee
               ----------------                     -------------           -----     --------------        ---
Common Stock, par value $.01 per share              148,828 shares       $5.22(2)        $776,883(2)       $216(2)
Common Stock, par value $.01 per share             1,861,011 shares     $13.00(2)     $24,193,143(2)     $6,726(2)
Common Stock, par value $.01 per share             1,584,676 shares     $12.57(3)     $19,919,378(3)     $5,538(3)
Total                                              3,594,515 shares        ---        $44,889,404       $12,480
(1)   Together with an indeterminate number of shares that may be necessary to
      adjust the number of shares reserved for issuance pursuant to the Del
      Monte Foods Company Non-Employee Director and Independent Contractor 1997
      Stock Incentive Plan, the Del Monte Foods Company Directors' Fee Plan, and
      the Del Monte Foods Company 1998 Stock Incentive Plan as the result of a
      stock split, stock dividend or similar adjustment of the outstanding
      Common Stock of Del Monte Foods Company (the "Registrant").

(2)   Estimated solely for the purposes of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
      "Securities Act"), with respect to shares of Common Stock issuable
      pursuant to stock options granted under the Del Monte Foods Company
      Non-Employee Director and Independent Contractor 1997 Stock Incentive Plan
      and the Del Monte Foods Company 1998 Stock Incentive Plan and based on the
      exercise price of such stock options. Upon cancellation, expiration,
      forfeiture or other termination or settlement of such stock options (or
      portions thereof) without a delivery of shares of Common Stock or upon
      tender of shares of Common Stock to the Registrant in connection with the
      exercise of such stock options, new stock options or other stock awards
      may be granted at varying exercise prices under the Del Monte Foods
      Company 1998 Stock Incentive Plan with respect to the shares of Common
      Stock underlying such terminated stock options (or portions thereof) or
      tendered in connection with such stock options.

(3)   Estimated solely for the purposes of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act, with respect to shares
      of Common Stock issuable pursuant to stock options or other stock awards
      not yet granted under the Del Monte Foods Company Directors' Fee Plan and
      the Del Monte Foods Company 1998 Stock Incentive Plan and based on the
      average of the high and low sales prices on May 24, 1999 of a share of
      Common Stock as reported on the New York Stock Exchange.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following information shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing
of such documents:

     (i) The Registrant's Prospectus dated February 4, 1999 filed pursuant to
Rule 424(b) of the Securities Act with respect to Post-Effective Amendment No. 2
to the Registration Statement on Form S-1 (No. 333-48235) filed by the
Registrant under the Securities Act with the Securities and Exchange Commission
(the "Commission") on January 19, 1999 (the "Registrant's Form S-1"),

     (ii) the Registrant's Quarterly Report on Form 10-Q for the Quarter ended
September 30, 1998,

     (iii) the Registrant's Quarterly Report on Form 10-Q for the Quarter ended
December 31, 1998,

     (iv) the Registrant's Quarterly Report on Form 10-Q for the Quarter ended
March 31, 1999,

     (v) the description of the Common Stock of the Registrant is contained
under the caption "Description of Capital Stock" in the Prospectus dated
February 4, 1999 filed pursuant to Rule 424(b) of the Securities Act with
respect to the Registrant's Form S-1 and incorporated by reference to the
Registration Statement on Form 8-A filed by the Registrant under the Exchange
Act with the Commission on July 23, 1998, and

     (vi) all documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the termination of the offering of the
Common Stock offered hereby.

     Any statement contained in a document incorporated or deemed to be
incorporated herein by reference, or contained in this Registration Statement,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Certificate of Incorporation of the Registrant provides that the
Registrant will indemnify each of its directors and officers to the fullest
extent permitted by the General Corporation Law of the State of Delaware (the
"DGCL") and may indemnify certain other persons as authorized by the DGCL.
Section 145 of the DGCL provides as follows:

145 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE. --

     (a) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.

     (b) A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     (c) To the extent that a present or former director or officer of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

     (d) Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the present or
former director, officer, employee or agent is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
subsections (a) and (b) of this section. Such determination shall be made, with
respect to a person who is a director or officer at the time of such
determination, (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) by a
committee of such directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil, criminal, administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that such person is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including attorneys'
fees) incurred by former directors and officers or other employees and agents
may be so paid upon such terms and conditions, if any, as the corporation deems
appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

     (g) A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against such
person in any such capacity or arising out of such person's status as such
whether or not the corporation would have the power to indemnify such person
against such liability under this section.

     (h) For purposes of this section, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

     (i) For purposes of this section, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this
section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     (k) The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all actions for advancement of expenses or indemnification
brought under this section or under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise. The Court of Chancery may summarily
determine a corporation's obligation to advance expenses (including attorneys'
fees).

     The Del Monte Foods Company Directors' Fee Plan, the Del Monte Foods
Company Non-Employee Director and Independent Contractor 1997 Stock Incentive
Plan and the Del Monte Foods Company 1998 Stock Incentive Plan each provide that
no member of the Registrant's Board of Directors nor any committee thereof shall
be liable for any action or determination made in good faith with respect to
such plan. The Del Monte Foods Company Directors' Fee Plan further provides that
each such person shall be indemnified to the maximum extent permitted by
applicable law and the Registrant's Certificate of Incorporation.

     The Registrant also carries liability insurance covering officers and
directors.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The following exhibits are filed with or incorporated by reference into
this Registration Statement (numbering corresponds to Exhibit Table in Item 601
of Regulation S-K):

     4.1 Del Monte Foods Company Directors' Fee Plan

     4.2 Del Monte Foods Company Non-Employee Director and Independent
Contractor 1997 Stock Incentive Plan

     4.3 Del Monte Foods Company 1998 Stock Incentive Plan

     4.4 Certificate of Incorporation of Del Monte Foods Company (filed as
Exhibit 3.1 to the Registrant's Form S-1 and incorporated by reference herein)

     4.5 Amended and Restated Bylaws of Del Monte Foods Company (filed as
Exhibit 3(ii) to the Registrant's Quarterly Report on Form 10-Q for the Quarter
ended March 31, 1999 (SEC File No. 001-14335) and incorporated by reference
herein)

     5.1 Opinion of Cleary, Gottlieb, Steen & Hamilton regarding the validity of
securities being registered

     23.1 Consent of Independent Auditors

     23.2 Consent of Independent Auditors

     23.3 Consent of Independent Auditors

     23.4 Consent of Cleary, Gottlieb, Steen & Hamilton (included in Exhibit
5.1)

     24.1 Power of Attorney (included on signature page)

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: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act; (ii) 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; (iii) 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
(a)(1)(i) and (a)(1)(ii) do not apply if 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 Commission by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, 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.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of the employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California, on this 24th
day of May, 1999.

                            DEL MONTE FOODS COMPANY

                            By:     /s/ Richard G. Wolford
                                    -----------------------
                                    Richard G. Wolford, Chief Executive Officer

                                POWER OF ATTORNEY

     Each person whose signature appears below on this Registration Statement
hereby constitutes and appoints Richard G. Wolford, Wesley J. Smith and William
R. Sawyers, and each of them, with full power to act without the other, his true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities (unless revoked in writing) to sign any and all amendments (including
post-effective amendments thereto) to this Registration Statement to which this
power of attorney is attached, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting to such 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 in connection therewith, as full to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on May 24, 1999.
Signature                                                        Title
      ---------                                                        -----
/s/ Richard G. Wolford            Chief Executive Officer (Principal Executive Officer); Director
---------------------------------
Richard G. Wolford
         /s/ David L. Meyers               Executive Vice President, Administration and Chief Financial
---------------------------------          Officer (Principal Financial Officer)
David L. Meyers
        /s/ Richard L. French              Senior Vice President and Chief Accounting Officer (Principal
---------------------------------          Accounting Officer)
Richard L. French
         /s/ Richard W. Boyce              Chairman of the Board; Director
---------------------------------
Richard W. Boyce

     /s/ Timothy G. Bruer                  Director
---------------------------------
Timothy G. Bruer
     /s/ Al Carey                          Director
---------------------------------
Al Carey
     /s/ Patrick Foley                     Director
---------------------------------
Patrick Foley
     /s/ Brian E. Haycox                   Director
---------------------------------
Brian E. Haycox
     /s/ Denise M. O'Leary                 Director
---------------------------------
Denise M. O'Leary
     /s/ William S. Price, III             Director
---------------------------------
William S. Price, III
     /s/ Jeffrey A. Shaw                   Director
---------------------------------
Jeffrey A. Shaw
     /s/ Wesley J. Smith                   Director
---------------------------------
Wesley J. Smith
EXHIBIT INDEX
Sequentially Numbered
Exhibit No.                Description                        Method of Filing                   Page Location
-----------                -----------                        ----------------                   -------------
4.1                        Del Monte Foods Company              Filed herewith                              12
                           Directors' Fee Plan

4.2                        Del Monte Foods Company              Filed herewith                              19
                           Non-Employee Director and
                           Independent Contractor 1997
                           Stock Incentive Plan

4.3                        Del Monte Foods Company              Filed herewith                              30
                           1998 Stock Incentive Plan

4.4                        Certificate of Incorporation         Filed as Exhibit 3.1 to                     --
                           of Del Monte                         the Registrant's
                           Foods Company                        Form S-1
                                                                and incorporated
                                                                herein by reference

4.5                        Amended and Restated                 Filed as Exhibit                            --
                           Bylaws of Del Monte                  3(ii) to the Registrant's
                           Foods Company                        Quarterly Report on
                                                                Form 10-Q for the
                                                                Quarter ended
                                                                March 31, 1999 (SEC
                                                                File No. 001-14335) and
                                                                incorporated herein by reference

5.1                        Opinion of Cleary, Gottlieb,         Filed herewith                              48
                           Steen & Hamilton regarding
                           the validity of securities
                           being registered

23.1                       Consent of Independent               Filed herewith                              50
                           Auditors

23.2                       Consent of Independent               Filed herewith                              51
                           Auditors

23.3                       Consent of Independent               Filed herewith                              52
                           Auditors

23.4                       Consent of Cleary, Gottlieb,         Filed herewith                              48
                           Steen & Hamilton (included
                           in Exhibit 5.1)

24.1                       Power of Attorney (included          Filed herewith                              9
                           on signature page)