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CAMPBELL'S Co Director's Dealing 2008

Dec 5, 2008

30654_dirs_2008-12-04_ccf81a1a-13d8-4568-a716-9bb5ed03ec21.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAMPBELL SOUP CO (CPB)
CIK: 0000016732
Period of Report: 2008-12-02

Reporting Person: VAN BEUREN HOPE H (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2008-11-24 Capital Stock Z 296700 Acquired 3354431 Indirect
2008-11-24 Capital Stock Z 296700 Disposed 3354431 Indirect
2008-12-02 Capital Stock S 73190 $30.19 Disposed 3058722 Indirect
2008-12-02 Capital Stock S 1001 $30.64 Disposed 3057731 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Capital Stock 4899548 Direct
Capital Stock 5968731 Indirect

Footnotes

F1: Interests held by family trusts, partnerships and corporation. The filing of this Form should not be deemed as an admission that the Reporting Person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of these securities.

F2: Withdrawal of shares from a Voting Trust exempt pursuant to Rule 16b-8. Following withdrawal from the voting trust, the shares were held in a family partnership and remained indirectly beneficially owned by the Reporting Person. The transactions involved a change in the form of indirect beneficial ownership and did not constitute an acquisition or disposition of shares by the Reporting Person. The number of shares reported in Column 6 is calculated before taking account of sales on November 26, 2008, November 28, 2008 and December 1, 2008 that the Reporting Person has disclosed on previously filed Form 4 reports.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.64 to $30.60, inclusive. The reporting person undertakes to provide CPB, any security holder of CPB, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (3) to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.64 to $30.65, inclusive.