FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BROWN MARC L 		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, Corp. Service Ctr & CIO
(Last)          (First)          (Middle)

375 NORTH SHORE DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/27/2010
(Street)

PITTSBURGH, PA 15212
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/27/2010     F    4076   (1) D $14.42   (2) 42317   (3) D    
Common Stock, $0.01, Par Value                  4922   (4) I   401(k)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The 9/21/06 grant of 5,100 and 9/27/07 grant of 7,400 Performance Accelerated Restricted Stock Units (PARS) previously reported on Table 1 vested on May 27, 2010. Pursuant to the terms of the PARS agreement, the Company withheld 4,076 shares (as reported herein) to satisfy the statutory tax withholding requirements relating to such vesting.
( 2)  High/low average of Company's stock on date of withholding (i.e. date of vesting).
( 3)  Includes 22,000 Performance Accelerated Restricted Stock Units (PARS).
( 4)  Reflects the reporting person's interest in equivalent shares held by the unitized stock fund in the Del Monte 401(k) savings plan (Plan) following the reported event, which were inadvertently omitted from prior filings. The unitized stock fund consists of Del Monte common stock (approximately 96% of the fund value) and cash or cash equivalents (approximately 4% of the fund value). The number of shares attributed to the reporting person as a Plan participant and expressed as equivalent shares has been calculated based on the closing price of Del Monte common stock on the date of the reported event and may change from time to time without the volition of the reporting person depending on the fair market value of Del Monte common stock and the amount of cash in the fund.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BROWN MARC L
375 NORTH SHORE DRIVE
PITTSBURGH, PA 15212

SVP, Corp. Service Ctr & CIO

Signatures
/s/ James Potter, signed pursuant to power of attorney 6/1/2010
** 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 control number.
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