Edgar Filing: STRAWBRIDGE GEORGE JR

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

STRAWBRIDGE GEORGE JR

2. Issuer Name and Ticker or Trading Symbol
CAMPBELL SOUP CO [CPB]

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O DECHERT LLP, 4000 BELL ATL. TWR., 1717 ARCH ST.

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2004

(Street)

PHILADELPHIA, PA 19103-2793

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock	09/03/2004		J	V	35,777	A	$ 26.46	7,161,362	I	See ⁽¹⁾ ⁽²⁾
common stock	09/03/2004		J	V	23,076	A	$ 26.46	7,184,438	I	See ⁽¹⁾ ⁽³⁾
common stock	09/03/2004		J	V	7,526	A	$ 26.46	7,191,964	I	See ⁽¹⁾ ⁽⁴⁾
common stock	11/22/2004		J	V	33,876	A	$ 28.86	7,225,840	I	See ⁽¹⁾ ⁽²⁾
common stock	11/22/2004		J	V	21,996	A	$ 28.86	7,247,836	I	See ⁽¹⁾ ⁽³⁾
common stock	11/22/2004		J	V	10,136	A	$ 28.86	7,257,972	I	See ⁽¹⁾ ⁽⁴⁾
common stock	09/03/2004		J	V	35,777	D	$ 26.46	666,174	I	See ⁽¹⁾ ⁽²⁾
common stock	11/22/2004		J	V	33,876	D	$ 28.86	632,298	I	See ⁽¹⁾ ⁽²⁾
common stock	09/03/2004		J	V	23,076	D	$ 26.46	113,502	I	See ⁽¹⁾ ⁽³⁾
common stock	11/22/2004		J	V	21,996	D	$ 28.86	91,506	I	See ⁽¹⁾ ⁽³⁾
common stock	09/03/2004		J	V	7,526	D	$ 26.46	152,474	I	See ⁽¹⁾ ⁽⁴⁾
common stock	11/22/2004		J	V	10,136	D	$ 28.86	142,338	I	See ⁽¹⁾ ⁽⁴⁾
common stock	01/03/2005		J	V	0	A	$ 0	0	I	See ⁽⁵⁾ ⁽⁶⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Stock Option ⁽¹²⁾

$ 30.02

01/01/2005

01/03/2005

18,960

01/01/2006

01/01/2015

common stock

18,960

$ 0

18,960

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
STRAWBRIDGE GEORGE JR C/O DECHERT LLP 4000 BELL ATL. TWR., 1717 ARCH ST. PHILADELPHIA, PA 19103-2793	X

Signatures

Robert L. Freedman, By Power of Attorney		01/05/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	By a trust of which I am income beneficiary and co-trustee and which I have the power to revoke (the "1991 Trust").
(2)	By a trust created by me on August 6, 2003 (the "2003 Five Year Trust") of which I am the income beneficiary until August 2008. I am the trustee of this trust. I do not have the power to revoke this trust. On September 3, 2004 35,777 shares and on November 22, 2004 33,876 shares were transferred from the 2003 Five Year Trust to the 1991 Trust.
(3)	By a trust created by me on August 6, 2003 (the "2003 Two Year Trust") of which I am the income beneficiary until August 2005. I am the trustee of this trust. I do not have the power to revoke this trust. On September 3, 2004 23,076 shares and on November 22, 2004 21,996 shares were transferred from the 2003 Five Year Trust to the 1991 Trust.
(4)	By a trust created by me on May 25, 2004 (the "2004 Three Year Trust") of which I am the income beneficiary until May 2007. I am the trustee of this trust. I do not have the power to revoke this trust. On September 3, 2004 7,526 shares and on November 22, 2004 10,136 shares were transferred from the 2004 Three Year Trust to the 1991 Trust.
(5)	I disclaim beneficial ownership of the 11,635,421 shares held by a partnership, a general partner of which is a trust for the benefit of my sister which she has the power to revoke and of which I am a co-trustee (Reported pursuant to Rule 16a-8(b)(2)).
(6)	I disclaim beneficial ownership of 2,071,056 shares held by trusts for the benefit of my nephews of which I am co-trustee. (Reported pursuant to Rule 16a-8(b)(2)).
(7)	I disclaim beneficial ownership of 1,000 shares held by a trust for the benefit of my step-daughter of which I am co-trustee. (Reported pursuant to Rule 16a-8(b)(2)).
(8)	I disclaim beneficial ownership of 1,000 shares held by a trust for the benefit of my step-daughter of which I am co-trustee. (Reported pursuant to Rule 16a-8(b)(2)).
(9)	I disclaim beneficial ownership of 111,464 shares held by trusts for the benefit of one of my adult sons who currently resides with me. (I do not serve as a trustee.). I disclaim beneficial ownership of 48,530 shares held by a trust for the benefit of one of my adult sons who currently resides with me (I do serve as a co-trustee). (Reported pursuant to Rule 16a-8(b)(2)).
(10)	I disclaim beneficial ownership of 2,142,320 shares held by trusts for the benefit of my descendants. (I do not serve as a trustee.). I disclaim beneficial ownership of 48,530 shares held by a trust for the benefit of one of my adult sons who does not currently reside with me (I do serve as co-trustee). (Reported pursuant to Rule 16a-8(b)(2)).
(11)	I disclaim beneficial ownership of 3,000 shares held by a trust for the benefit of my wife of which I am co-trustee. (Reported pursuant to Rule 16a-8(b)(2)).
(12)	The options vest in three annual installments of 30%, 30% and 40%.

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