UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~February~~March 162, 2011

DEL MONTE FOODS COMPANY

(Exact Name of Registrant as Specified in Charter)


Delaware	001-14335	13-3542950
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


One Market @ The Landmark San Francisco, California		94105
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (415) 247-3000

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

~~¨ Pre-commencement communications pursuant to Rule 13e-4~~(~~c) under the Exchange Act (~~17 CFR 240.~~13e~~14d-42(cb))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Section 7 – Regulation FD

Item 7.01. Regulation FD Disclosure.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On ~~February~~March 162, 2011, Blue Merger Sub Inc. (“Blue Merger Sub”) issued a press release relating to its previously announced cash tender offers and consent solicitations for any and all of (1) Del Monte Corporation’s $250.0 million ~~aggregate~~ aggregate principal amount of 6 3/4% Senior Subordinated Notes due 2015 (the “2015 Notes”) and (2) Del Monte Corporation’s $450.0 million aggregate principal amount of 7 1/2% Senior Subordinated Notes due 2019 (the “2019 Notes”). In the press release, Blue Merger Sub announced the ~~extension~~completion of the ~~expiration~~amended ~~date~~early intender period ~~connection~~for ~~with~~ the ~~previously~~2019 ~~announced~~Notes ~~cash tender offers~~ and ~~consent~~the ~~solicitations~~principal ~~relating~~amount toof ~~the~~ 2015 Notes and ~~the~~ 2019 Notes ~~and modified~~tendered ~~other~~by ~~terms~~5:00 ofp.m., ~~the~~New ~~announced~~York ~~cash~~City ~~tender~~time, ~~offer~~on ~~and~~March 2, ~~consent solicitation relating to the 2019 Notes~~2011.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

The information contained in this Item 9.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

(d)

Exhibits.

Exhibit		Description
99.1		Blue Merger Sub Inc. Press Release dated ~~February~~March 162, 2011

SIGNATURE

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

	Del Monte Foods Company		~~Del Monte Foods Company~~
Date: February 17, 2011			By:	/s/ James Potter
Date: March 3, 2011	By:	/s/ James Potter
	Name:		~~Name:~~James Potter	~~James Potter~~
	Title:		~~Title:~~Secretary	~~Secretary~~

EXHIBIT INDEX

Exhibit		Description
99.1		Blue Merger Sub Inc. Press Release dated ~~February~~March 162, 2011

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