Form 4 FRENCH RICHARD L For: Sep 24 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FRENCH RICHARD L

(Last)

(First)

(Middle)

DEL MONTE CORPORATION, ONE MARKET @ THE LANDMARK

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DEL MONTE FOODS CO [DLM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Treas., CAO and Contr

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01, Par Value	09/24/2009		A		8,000 ⁽¹⁾	A	$ 0 ⁽²⁾	48,729	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right To Purchase)

$ 11.4

09/24/2009

66,300

⁽³⁾

09/24/2019

Common Stock, $0.01, Par Value

66,300

$ 0

66,300

Performance Share

⁽⁴⁾

09/24/2009

19,950 ⁽⁵⁾

⁽⁶⁾

⁽⁷⁾

Common Stock, $0.01, Par Value

19,950

$ 0

69,325 ⁽⁸⁾

Explanation of Responses:

1. Performance Accelerated Restricted Stock Units that generally vest 100% on the fifth anniversary of the transaction date; vesting may be accelerated if certain performance milestones are met.

2. This entry reflects the grant of Performance Accelerated Restricted Stock Units and accordingly the price is left blank.

3. Options generally vest 25% per year for four (4) years beginning with the first anniversary of the transaction date.

4. 1 performance share unit for 1 share of common stock.

5. Represents maximum number of shares of common stock which may be earned in connection with the 9/24/09 grant of performance share units. The target number of shares associated with the grant is 13,300.

6. Vesting of performance share units is based on the Company's level of achievement of Relative Total Shareholder Return (RTSR) over the performance period.

7. Performance share units either vest or forfeit based on the Company's level of achievement of RTSR over the performance period. Because vesting of the performance share units is tied to a performance measure that is not solely the Company's stock price (due to the impact of Company dividends and comparator group performance on RTSR), the performance share units may not currently be considered "derivative securities" under applicable rules and accordingly, to such extent, the Reporting Person may be considered to have reported these performance share units voluntarily.

8. Includes performance share units previously reported voluntarily with different vesting terms.

	/s/ James Potter, signed pursuant to power of attorney	09/28/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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