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): March 27, 2011

DEL MONTE FOODS COMPANY (Exact Name of Registrant as Specified in Charter)

(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.)

Delaware	001-14335	13-3542950
	One Maritime Plaza San Francisco, California		94111
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
	(Address of Principal Executive Offices)		(Zip Code)

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

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

~~N/A~~One Market @ The Landmark San Francisco, California

(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.~~14d~~13e-24(bc))

¨Section 5 ~~Pre-commencement~~– ~~communications~~Corporate ~~pursuant~~Governance toand ~~Rule~~Management ~~13e-4(c) under the Exchange Act~~

~~(17~~Item 5.07. ~~CFR 240~~Submission of Matters to a Vote of Security Holders.~~13e-4(c))~~

~~Section~~On March 7, –2011, ~~Regulation~~at FDa special meeting of stockholders of Del Monte Foods Company (the “Company”) held on February 15, 2011 and reconvened on March 7, 2011, the Company’s stockholders approved the proposal to adopt the Agreement and Plan of Merger, dated November 24, 2010 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Blue Acquisition Group, Inc., a Delaware corporation (“Parent”), and Blue Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides for the merger of Merger Sub with and into the Company. The stockholders of the Company also voted to approve the proposal to adjourn the special meeting if necessary or appropriate to solicit additional proxies. This proposal to adjourn the special meeting to a later date was not implemented since the proposal to adopt the Merger Agreement was approved by the stockholders of the Company.

~~Item 7.01.~~Set ~~Regulation~~forth FDbelow, ~~Disclosure~~with respect to each such proposal, are the number of votes cast for or against, the number of abstentions and the number of broker non-votes.

~~The~~Proposal ~~information contained in this~~1: ~~Item 7.01~~Adopt ~~and in~~ the ~~accompanying~~Merger ~~Exhibit~~Agreement 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 March 2, 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 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 completion of the amended early tender period for the 2019 Notes and the principal amount of 2015 Notes and 2019 Notes tendered by 5:00 p.m., New York City time, on March 2, 2011.


For	Against	Abstain	Broker Non-Vote
149,829,208	1,603,244	2,384,232	0

AProposal ~~copy~~2: Adjourn of the ~~press~~Special ~~release~~Meeting isto ~~attached~~Solicit ~~hereto~~Additional asProxies ~~Exhibit 99.1 and is incorporated herein by reference.~~


For	Against	Abstain	Broker Non-Vote
138,061,197	13,015,270	2,740,217	0

A copy of the press release issued by the Company regarding the results of the stockholder vote at the special meeting of stockholders of the Company 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 March 2, 2011

The following exhibit is filed herewith:


Exhibit		Description

99.1		Del Monte Foods Company Press Release dated March 7, 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: March 3, 2011	By:	/s/ James Potter
Date: March 7, 2011		By:	/s/ James Potter
	Name:		James Potter
		Name: James Potter
	Title:		Secretary
		Title: Secretary

~~EXHIBIT~~ INDEX OF EXHIBITS

Exhibit		Description
99.1		~~Blue~~Del ~~Merger~~Monte ~~Sub~~Foods ~~Inc.~~Company Press Release dated March 27, 2011

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