<DOCUMENT>
<TYPE>S-3/A
<SEQUENCE>1
<FILENAME>s-3a.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>




    As filed with the Securities and Exchange Commission on June 1, 2001
                                                      Registration No. 333-57474
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                              Amendment No. 1 to
                                   FORM S-3
                            REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933
                          ---------------------------

                             CAMPBELL SOUP COMPANY
            (Exact name of registrant as specified in its charter)


        New Jersey                                             21-0419870
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)
                                Campbell Place
                         Camden, New Jersey 08103-1799
                                (856) 342-4800
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)
                          ---------------------------

                               Ellen Oran Kaden
              Senior Vice President - Law and Government Affairs
                                Campbell Place
                         Camden, New Jersey 08103-1799
           (Name, address, including zip code and telephone number,
                   including area code of agent for service)
                          ---------------------------

     Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions and other factors.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]

     If any of the securities being registered on this Form are to be offered
on delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

     If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

                          ---------------------------

<TABLE>

                        CALCULATION OF REGISTRATION FEE

<CAPTION>

      Title of                                Proposed             Proposed
   each Class of                               maximum             maximum            Amount of
   securities to           Amount          aggregate price        aggregate          registration
   be registered    to be registered(1)      per unit(2)      offering price(2)         fee(3)*
<S>                 <C>                    <C>                <C>                    <C>
Debt Securities        $1,000,000,000           100%            $1,000,000,000         $250,000
=====================================================================================================
</TABLE>
                                                      (footnotes on next page)


Pursuant to Rule 429 under the Securities Act of 1933, the prospectus included
in this Registration Statement also relates to the securities of the
Registrant previously registered under the Registrant's Registration Statement
on Form S-3 (No. 333-89373). This Registration Statement constitutes Post-
Effective Amendment No. 1 to the Registrant's Registration Statement on Form
S-3 (No. 333-89373).

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.


<PAGE>



(footnotes continued from previous page)

 *   Previously paid on March 23, 2001.

(1)  Or, if any Debt Securities are issued (i) with a principal amount
     denominated in a foreign currency, such principal amount as shall result
     in an aggregate initial offering price equivalent to $1,000,000,000 at
     the time of the initial offering, or (ii) at original issue discount,
     such greater amount as shall result in aggregate proceeds to the
     Registrant of $1,000,000,000.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(o).

(3)  The prospectus included in this Registration Statement also relates to
     $100,000,000 in Debt Securities previously registered pursuant to
     Registration Statement No. 333-89373. A registration fee of $139,000 was
     paid in connection with Registration Statement No. 333-89373, of which
     $28,000 related to such securities.

                                       2

<PAGE>



The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell nor does it seek an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted.


    PROSPECTUS            Subject to Completion, dated June 1, 2001
    ----------



                             CAMPBELL SOUP COMPANY

                                Debt Securities

                          ---------------------------

     From time to time, we may sell debt securities consisting of debentures,
notes or other unsecured evidences of indebtedness on terms we will determine
at the times we sell the debt securities. We will sell the debt securities at
an aggregate initial offering price no greater than $1,100,000,000 or the
equivalent of this amount in foreign or composite currencies. When we decide
to sell a particular series of debt securities, we will prepare and deliver a
supplement to this prospectus describing the particular terms of the debt
securities we are offering.

                          ---------------------------

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

     We may sell the debt securities directly, through agents, through
underwriters or dealers, or through a combination of such methods. If we elect
to use agents, underwriters or dealers in any offering of debt securities, we
will disclose their names and the nature of our arrangements with them in the
prospectus supplement we prepare for such offering.

                          ---------------------------



            The date of this prospectus is                  , 2001


<PAGE>


                               TABLE OF CONTENTS

                                                                          Page

Where You Can Find More Information About Us.................................1
Disclosure Regarding Forward-Looking Statements..............................2
Campbell Soup Company........................................................2
Use of Proceeds..............................................................2
Ratio of Earnings to Fixed Charges...........................................2
Description of Debt Securities...............................................3
Plan of Distribution.........................................................9
Legal Opinions..............................................................10
Experts.....................................................................10


     This prospectus is part of a Registration Statement that we filed with
the Securities and Exchange Commission utilizing a "shelf" registration
process. Under this shelf registration process, we may, from time to time,
sell the securities described in this prospectus in one or more offerings up
to a total dollar amount of $1,100,000,000 or the equivalent of this amount in
foreign currencies or foreign currency units.

     This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described under the
heading "Where You Can Find More Information About Us".

     You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in this prospectus. We are offering to sell debt securities only in
jurisdictions where offers and sales are permitted. The information contained
in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or any sale of debt
securities. In this prospectus, "we," "us" and "our" refer to Campbell Soup
Company and our consolidated subsidiaries.


                 WHERE YOU CAN FIND MORE INFORMATION ABOUT US

     We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available
to the public at the SEC's website at http://www.sec.gov.

     The SEC allows us to "incorporate by reference" into this prospectus the
information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus, and
information that we file with the SEC after the date of this prospectus will
update and supersede the information in this prospectus. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until our offering
is completed.

     o    Our Annual Report on Form 10-K for the fiscal year ended July 30,
          2000, which incorporates by reference certain portions of our 2000
          Annual Report to Shareowners;

     o    Our Quarterly Reports on Form 10-Q for the three months ended
          October 29, 2000 and January 28, 2001; and

     o    Our Current Reports on Form 8-K filed on September 13, 2000, January
          31, 2001, February 15, 2001 and May 14, 2001.

     You may request a copy of these filings, at no cost, by writing to or
telephoning us at the following address:

                        Corporate Secretary
                        Campbell Soup Company
                        Campbell Place
                        Camden, New Jersey, 08103-1799
                        (856) 342-6122


<PAGE>


                DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus contains "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, as amended. Whether these forward-looking statements
turn out to be accurate is subject to a number of risks and uncertainties,
many of which are beyond our control. Forward-looking statements are typically
identified by the words "believe," "expect," "anticipate," "intend,"
"estimate" and similar expressions.

     In light of these risks and uncertainties, we cannot assure you that the
results and events contemplated by the forward-looking information contained
in this prospectus will in fact transpire. Potential investors are cautioned
not to place undue reliance on these forward-looking statements. Subject to
applicable law, we do not undertake any obligation to update or revise any
forward-looking statements. All written or oral forward-looking statements
made after the date of this prospectus and which are attributable to us or
persons acting on our behalf are expressly qualified in their entirety by
these cautionary statements.


                             CAMPBELL SOUP COMPANY

     Campbell Soup Company, together with its consolidated subsidiaries, is a
global manufacturer and marketer of high quality, branded convenience food
products. Campbell Soup Company was incorporated as a business organization
under the laws of New Jersey on November 23, 1922; however, through
predecessor organizations, our beginnings in the food business can be traced
back to 1869. Our principal executive offices are at Campbell Place, Camden,
New Jersey 08103-1799.


     We operate in three business segments: Soup and Sauces, Biscuits and
Confectionery, and Away From Home. The Soup and Sauces segment includes the
worldwide soup businesses, Prego spaghetti sauce, Franco- American pastas and
gravies, Pace Mexican foods, Swanson broths and canned poultry, Homepride
sauces in the United Kingdom and the V8 and V8 Splash beverage business. The
Biscuits and Confectionery segment includes the Pepperidge Farm, Godiva and
Arnotts businesses. The Away From Home segment represents products, including
Campbell's soups and Campbell's Specialty Kitchens entrees, which are
distributed to the food service and home meal replacement markets.



                                USE OF PROCEEDS

     Unless we describe a different use of proceeds from an offering in the
related prospectus supplement, we intend to use the net proceeds from the
sales of the debt securities to repay short-term debt, to reduce or retire
from time to time other indebtedness and for other general corporate purposes,
including acquisitions.


                      RATIO OF EARNINGS TO FIXED CHARGES

     The following table sets forth our consolidated ratio of earnings to
fixed charges for the periods shown:


    Nine months
       ended                        Fiscal year ended
    ----------    ------------------------------------------------------------
      4/29/01      7/30/00      8/1/99       8/2/98        8/3/97     7/28/96
        6.0          5.7          6.1          6.0           6.1        8.0
        ===          ===          ===          ===           ===        ===

     The ratios of earnings to fixed charges were computed by dividing our
2earnings by our fixed charges. For this purpose, earnings include earnings
from continuing operations before equity in earnings of affiliates and
minority interests, amortization of capitalized interest, taxes on earnings
and fixed charges (excluding capitalized interest). Fixed charges include
interest expense, capitalized interest, amortization of debt expenses and the
estimated interest components of rentals. In fiscal years 1999, 1998 and 1997,
we recorded restructuring charges of $36 million, $262 million and $204
million, respectively. Excluding the effect of such charges, the ratio of
earnings to fixed charges would have been 6.3 in 1999, 7.2 in 1998 and 7.1 in
1997.


                                       2

<PAGE>


                        DESCRIPTION OF DEBT SECURITIES

     Unless we indicate otherwise in an accompanying prospectus supplement,
the debt securities consisting of debentures, notes and other unsecured
evidence of indebtedness will be issued under an Indenture, between the
Company and Bankers Trust Company, as Trustee, the form of which we have filed
as an exhibit to the registration statement of which this prospectus forms a
part. The following summary of certain general provisions of the Indenture and
the debt securities does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, the provisions of the Indenture,
including the definitions therein of certain terms. The particular terms of a
series of debt securities offered by a prospectus supplement and the extent,
if any, to which such general provisions may apply to such securities will be
described in the prospectus supplement relating to such series. Capitalized
terms used and not otherwise defined in this section shall have the meanings
assigned to them in the Indenture.

General

     The Indenture does not limit the amount of debt securities which we may
issue under the Indenture and provides that debt securities may be issued
thereunder up to the aggregate principal amount which our Board of Directors
may authorize from time to time. Debt securities may be issued from time to
time in one or more series. Debt securities will be unsecured and will rank
equally with all of our other unsecured and unsubordinated indebtedness.

     Please refer to the prospectus supplement relating to any particular
series of debt securities we may offer for the following terms of such series:

     (a)  the designation, aggregate principal amount and authorized
          denominations of the offered debt securities;

     (b)  the price (expressed as a percentage of the aggregate principal
          amount thereof) at which the offered debt securities will be issued;

     (c)  the date or dates on which the offered debt securities will mature;

     (d)  the annual rate, if any, at which the offered debt securities will
          bear interest;

     (e)  the date from which such interest, if any, on the offered debt
          securities will accrue, the dates on which such interest, if any,
          will be payable, the date on which payment of such interest, if any,
          will commence and, with respect to offered debt securities in
          registered form, the regular record dates for such interest payment
          dates;

     (f)  any optional or mandatory sinking fund provisions;

     (g)  the date, if any, after which and the price or prices at which the
          offered debt securities may, pursuant to any optional or mandatory
          redemption provisions, be redeemed at our option or at the option of
          the holder and any other terms and provisions of such optional or
          mandatory redemptions;

     (h)  the denominations in which any offered debt securities of a series
          which are registered securities will be issuable if other than
          denominations of $1,000 and any integral multiple thereof, and the
          denominations in which any offered debt securities of the series
          which are bearer securities will be issuable if other than
          denominations of $5,000;

     (i)  if other than the principal amount thereof, the portion of the
          principal amount of offered debt securities of the series which will
          be payable upon declaration of acceleration of maturity thereof or
          provable in bankruptcy;

     (j)  any Events of Default with respect to the offered debt securities of
          the series, if not set forth in the Indenture;

     (k)  the currency or currencies, including composite currencies, in which
          payment of the principal of (and premium, if any) and interest, if
          any, on the offered debt securities of the series will be payable
          (if other than the currency of the United States of America), which
          unless otherwise specified will be the currency of the United States
          of America as at the time of payment which is the legal tender for
          payment of public or private debts;


                                       3

<PAGE>


     (l)  if the principal of (and premium, if any), or interest, if any, on
          the offered debt securities of the series is to be payable, at our
          election or at the election of any holder thereof, in a coin or
          currency other than that in which the offered debt securities of the
          series are stated to be payable, the period or periods within which,
          and the terms and conditions upon which, such election may be made;

     (m)  if such offered debt securities are to be denominated in a currency
          or currencies, including composite currencies, other than the
          currency of the United States of America, the equivalent price in
          the currency of the United States of America;

     (n)  if the amount of payments of principal of (and premium if any), or
          portions thereof, or interest, if any, on the offered debt
          securities of the series may be determined with reference to an
          index, formula or other method, the manner in which such amounts
          will be determined;

     (o)  whether the offered debt securities will be issuable in registered
          or bearer form or both, any restrictions applicable to the offer,
          sale or delivery of any offered debt securities issuable in bearer
          form and whether, and, if so, the terms upon which, any offered debt
          securities in bearer form will be exchangeable for offered debt
          securities in registered form;

     (p)  whether such offered debt securities are to be issued in whole or in
          part in the form of one or more global securities and, if so, the
          method of transferring beneficial interests in such global security
          or global securities;

     (q)  whether the offered debt securities of any series shall be issued
          upon original issuance in whole or in part in the form of one or
          more book-entry securities;

     (r)  the application, if any, of certain provisions of the Indenture
          relating to defeasance and discharge, and certain conditions
          thereto;

     (s)  with respect to the offered debt securities of the series, any
          deletions from, modifications of or additions to the Events of
          Default or any covenants, whether or not such Events of Default or
          covenants are consistent with the Events of Default or covenants set
          forth in the Indenture; and

     (t)  any U.S. Federal income tax consequences applicable to the offered
          debt securities.

     Debt securities of a series may be issued in registered form or bearer
form or both as specified in the terms of the series, may be issued in whole
or in part in the form of one or more global securities and may be issued as
book-entry securities that will be deposited with, or on behalf of, The
Depository Trust Company, or another depository named by the Company and
identified in a prospectus supplement with respect to such series. The
prospectus supplement will specify whether the offered debt securities will be
registered, bearer, global or book-entry form.

     So long as the Depository for a global security or its nominee is the
registered owner of such global security, such Depository or such nominee, as
the case may be, will be considered the sole owner or holder of the debt
securities represented by such global security for all purposes. Except in
certain circumstances, owners of beneficial interests in a global security
will not be entitled to have any of the individual debt securities represented
by such global security registered in their names, will not receive or be
entitled to receive physical delivery of any such debt securities in
definitive form and will not be considered the owners or holders thereof.

     Unless the prospectus supplement relating thereto specifies otherwise,
debt securities denominated in U.S. dollars will be issued only in
denominations of $1,000 or any integral multiple thereof, and bearer
securities denominated in U.S. dollars will be issued only in denominations of
$5,000. The prospectus supplement relating to a series of debt securities
denominated in a foreign or composite currency will specify the denomination
thereof.

     At the option of the holder and subject to the terms of the Indenture,
bearer securities (with all unmatured coupons, except as provided below, and
all matured coupons in default) of any series will be exchangeable into an
equal aggregate principal amount of registered securities or, in the case of
global bearer securities, registered securities or bearer securities of the
same series (with the same interest rate and maturity date). Bearer securities
surrendered in exchange for registered securities between the record date and
the relevant date for payment of interest will be surrendered without the
coupon relating to such date for payment of interest and interest accrued as
of such date will not be payable in respect of the registered security issued
in exchange for such bearer security, but will be payable only to the holder
of such coupon when due in accordance with the terms of the applicable
Indenture. Registered securities of any series will be exchangeable into an
equal aggregate principal amount of registered securities of the same series
(with the same interest rate and maturity date) of different authorized
denominations. Registered securities may not be exchanged for bearer
securities.

                                       4

<PAGE>


     A book-entry security may not be registered for transfer or exchange
(other than as a whole by the depository to a nominee or by such nominee to
such depository) unless

     (a)  the depository or such nominee notifies us that it is unwilling or
          unable to continue as depository,

     (b)  the depository ceases to be qualified as required by the Indenture,

     (c)  we instruct the Trustee in accordance with the Indenture that such
          book-entry securities shall be so registrable and exchangeable,

     (d)  there shall have occurred and be continuing an Event of Default or
          an event which after notice or lapse of time would be an Event of
          Default with respect to the debt securities evidenced by such
          book-entry securities or

     (e)  there shall exist such other circumstances, if any, as may be
          specified in the applicable prospectus supplement.

No service charge will be made for any transfer or exchange of the debt
securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

     Unless we indicate otherwise in the prospectus supplement, principal (and
premium, if any) will be payable and registered securities will be
transferable at the corporate trust office of the Trustee or such other paying
agent as we may appoint from time to time, as specified in the applicable
prospectus supplement. Unless other arrangements are made, we will pay
interest, if any, by checks mailed to the holders of registered securities at
their registered addresses. We will make payment with respect to debt
securities represented by a global security registered in the name of a
depository or its nominee will be made to the depository or its nominee, as
the case may be, as the registered owner of the global security. To the extent
set forth in the prospectus supplement relating thereto, any bearer securities
and the coupons appertaining thereto will be payable against surrender
thereof, subject to any applicable laws and regulations, at the offices of
such paying agencies outside the United States as we may appoint from time to
time.

     One or more series of the debt securities may be issued as discounted
debt securities (bearing no interest or interest at a rate which at the time
of issuance is below market rates) to be sold at a substantial discount below
their stated principal amount. U.S. Federal income tax consequences and other
special considerations applicable to any such discounted debt securities will
be described in the prospectus supplement relating thereto.

     Under the Indenture, we will have the ability to issue debt securities
with terms different from those of debt securities previously issued.

Certain Covenants

     Restrictions on Secured Debt

     If the Company or any Restricted Subsidiary shall incur or guarantee any
evidence of indebtedness for money borrowed ("Debt") secured by a mortgage,
pledge or lien ("Mortgage") on any Principal Property of the Company or any
Restricted Subsidiary, or on any share of stock or Debt of any Restricted
Subsidiary, the Company will secure or cause such Restricted Subsidiary to
secure all series of the Offered Debt Securities equally and ratably with (or,
at the Company's option, prior to) such secured Debt, unless the aggregate
amount of all such secured Debt, together with all Attributable Debt with
respect to sale and leaseback transactions involving Principal Properties
(with the exception of such transactions which are excluded as described in
"Restrictions on Sales and Leasebacks" below), would not exceed 10% of
Consolidated Net Assets.

     The above restriction will not apply to, and there will be excluded from
secured Debt in any computation under such restrictions, Debt secured by

     (a)  Mortgages on property of, or on any shares of stock or Debt of, any
          corporation existing at the time such corporation becomes a
          Restricted Subsidiary,

     (b)  Mortgages in favor of the Company or a Restricted Subsidiary,

     (c)  Mortgages in favor of governmental bodies to secure progress,
          advance or other payments,

                                       5

<PAGE>


     (d)  Mortgages on property, shares of stock or Debt existing at the time
          of acquisition thereof, including acquisition through merger or
          consolidation, and purchase money and construction Mortgages which
          are entered into within specified time limits,

     (e)  Mortgages securing industrial revenue or pollution control bonds,

     (f)  mechanics and similar liens arising in the ordinary course of
          business in respect of obligations not due or being contested in
          good faith,

     (g)  Mortgages arising from deposits with or the giving of any form of
          security to any governmental authority required as a condition in
          the transaction of business or exercise of any privilege, franchise
          or license,

     (h)  Mortgages for taxes, assessments or governmental charges or levies
          which are not then due or, if delinquent, are being contested in
          good faith,

     (i)  Mortgages, including judgment liens, arising from legal proceedings
          being contested in good faith and

     (j)  any extension, renewal or refunding of any Mortgage referred to in
          the foregoing clauses (a) through (i) inclusive.

     Restrictions on Sales and Leasebacks

     Neither the Company nor any Restricted Subsidiary may enter into any sale
and leaseback transaction involving any Principal Property, unless the
aggregate amount of all Attributable Debt with respect to such transactions
plus all Debt secured by Mortgages on Principal Properties (with the exception
of secured Debt which is excluded as described in "Restrictions on Secured
Debt" above) would not exceed 10% of Consolidated Net Assets.

     This restriction will not apply to, and there shall be excluded from
Attributable Debt in any computation under such restriction, any sale and
leaseback transaction if

     (a)  the lease is for a period, including renewal rights, of not in
          excess of five years,

     (b)  the sale or transfer of the Principal Property is made within a
          specified period after its acquisition or construction,

     (c)  the lease secures or relates to industrial revenue or pollution
          control bonds,

     (d)  the transaction is between the Company and a Restricted Subsidiary
          or between Restricted Subsidiaries or

     (e)  the Company or such Restricted Subsidiary, within 180 days after the
          sale is completed, applies to the retirement of Funded Debt of the
          Company or a Restricted Subsidiary, or to the purchase of other
          property which will constitute Principal Property of a value at
          least equal to the value of the Principal Property leased, an amount
          not less than the greater of

          (1)  the net proceeds of the sale of the Principal Property leased
               or

          (2)  the fair market value of the Principal Property leased.

          In lieu of applying proceeds to the retirement of Funded Debt,
          debentures or notes (including the Debt Securities) of the Company
          or a Restricted Subsidiary may be surrendered to the applicable
          trustee for cancellation at a value equal to the then applicable
          optional redemption price thereof or the Company or a Restricted
          Subsidiary may credit the principal amount of Funded Debt
          voluntarily retired within 180 days after such sale.

     Unless otherwise indicated in a prospectus supplement, the covenants
contained in the Indenture and the Debt Securities would not necessarily
afford holders of the Debt Securities protection in the event of a highly
leveraged or other transaction involving the Company that may adversely affect
holders of Debt Securities.


                                       6

<PAGE>


           Certain Definitions

     "Attributable Debt" means, as to any particular lease under which any
Person is at the time liable and at any date as of which the amount thereof is
to be determined, the total net amount of rent required to be paid by such
Person under such lease during the remaining primary term thereof, discounted
from the respective due dates thereof to such date at the actual percentage
rate inherent in such arrangements as determined in good faith by the Company.
The net amount of rent required to be paid under any such lease for any such
period shall be the aggregate amount of the amount payable by the lessee with
respect to such period after excluding amounts required to be paid on account
of maintenance and repairs, insurance, taxes, assessments, water rates and
similar charges. In the case of any lease which is terminable by the lessee
upon the payment of a penalty, such net amount shall also include the amount
of such penalty, but no rent shall be considered as required to be paid under
such lease subsequent to the first date upon which it may be terminated.

     "Consolidated Net Assets" means total assets after deducting therefrom
all current liabilities as set forth on the most recent balance sheet of the
Company and its consolidated subsidiaries and computed in accordance with
generally accepted accounting principles.

     "Funded Debt" means (a) all indebtedness for money borrowed having a
maturity of more than 12 months from the date as of which the determination is
made or having a maturity of 12 months or less but by its terms being
renewable or extendable beyond 12 months from such date at the option of the
borrower and (b) rental obligations payable more than 12 months from such date
under leases which are capitalized in accordance with generally accepted
accounting principles (such rental obligations to be included as Funded Debt
at the amount so capitalized).

     "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

     "Principal Property" means any manufacturing or processing plant or
warehouse owned at the date hereof or hereafter acquired by the Company or any
Restricted Subsidiary of the Company which is located within the United States
of America and the gross book value (including related land and improvements
thereon and all machinery and equipment included therein without deduction of
any depreciation reserves) of which on the date as of which the determination
is being made exceeds 2% of Consolidated Net Assets other than (a) any
property which in the opinion of the Board of Directors is not of material
importance to the total business conducted by the Company as an entirety or
(b) any portion of a particular property which is similarly found not to be of
material importance to the use or operation of such property.

     "Restricted Subsidiary" means a Subsidiary of the Company (a)
substantially all the property of which is located, or substantially all the
business of which is carried on, within the United States of America and (b)
which owns a Principal Property, but does not include a Subsidiary of the
Company engaged primarily in the development and sale or financing of real
property.

Merger and Consolidation

     The Company will not merge or sell, convey, transfer or lease all or
substantially all of its assets unless the successor Person is the Company or
another Person that assumes the Company's obligations on the Debt Securities
and under the Indenture and, after giving effect to such transaction, the
Company or the successor Person would not be in default under the Indenture.

Events of Default

     The Indenture defines "Events of Default" with respect to the Debt
Securities of any series as being one of the following events:

          (a)  default in the payment of any installment of interest on that
               series for 30 days after becoming due;

          (b)  default in the payment of principal (or premium, if any) on
               that series when due;

          (c)  default in the performance of any other covenant with respect
               to the Debt Securities of that series or in the Indenture
               (other than a covenant included in the Indenture solely for the
               benefit of any series of Debt Securities other than that
               series) continued for 90 days after notice;

          (d)  certain events of bankruptcy, insolvency or reorganization; and

          (e)  any other Event of Default provided with respect to Debt
               Securities of that series.


                                       7

<PAGE>


The Indenture contains no Events of Default or other provisions which
specifically afford holders of the Debt Securities protection in the event of
a highly leveraged transaction.

     If an Event of Default shall occur and be continuing with respect to the
Debt Securities of any series, either the Trustee or the holders of at least
25% in principal amount of the Debt Securities of that series then outstanding
may declare the principal (or such portion thereof as may be specified in the
prospectus supplement relating to such series) of the Debt Securities of such
series and the accrued interest thereon, if any, to be due and payable. The
Indenture provides that the Trustee shall, within 90 days after the occurrence
of a default known to a Responsible Officer of the Trustee, give the holders
of Debt Securities notice of all uncured defaults known to it (the term
"default" to mean the events specified above without grace periods); provided
that, except in the case of default in the payment of principal of or interest
on any Debt Security, the Trustee shall be protected in withholding such
notice if it in good faith determines the withholding of such notice is in the
interest of the holders of Debt Securities. At any time after such declaration
of acceleration has been made, but before a judgment or decree for payment of
the money due has been obtained by the Trustee, the holders of a majority in
principal amount of the Debt Securities of that series then outstanding, by
written notice to the Company and the Trustee, may, in certain circumstances,
rescind and annul such declaration.

     The Company will furnish to the Trustee annually a statement by certain
officers of the Company to the effect that to the best of their knowledge the
Company is not in default in the fulfillment of any of its obligations under
the Indenture or, if there has been a default in the fulfillment of any such
obligation, specifying each such default.

     The holders of a majority in principal amount of the outstanding Debt
Securities of any series will have the right, subject to certain limitations,
to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee with respect to the Debt Securities of such series, and to waive
certain defaults with respect thereto. The Indenture will provide that in case
an Event of Default shall occur and be continuing, the Trustee shall exercise
such of its rights and powers under the Indenture, and use the same degree of
care and skill in its exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs. Subject to such
provisions, the Trustee will be under no obligation to exercise any of its
rights or powers under the Indenture at the request of any of the holders of
Debt Securities unless they first shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might
be incurred by it in compliance with such request.

Modification of the Indenture and Waiver

     The Indenture provides that the Company and the Trustee may enter into
supplemental indentures without the consent of the holders of the Debt
Securities to:

     (a)  evidence the assumption by a successor corporation of the
          obligations of the Company,

     (b)  add covenants for the protection of the holders of Debt Securities,

     (c)  add any additional Events of Default,

     (d)  cure any ambiguity or correct any inconsistency in such Indenture,

     (e)  establish the form or terms of Debt Securities of any series,

     (f)  secure the Debt Securities and related coupons, if any, and

     (g)  evidence the acceptance of appointment by a successor trustee.

     With certain exceptions, the Indenture may be modified or amended with
the consent of the holders of not less than a majority in principal amount of
the outstanding Debt Securities of each series affected by the modification;
provided, however, that no such modification or amendment may be made, without
the consent of the holder of each Debt Security affected, which would, among
other things,

     (a)  reduce the principal amount of or the interest on any Debt Security,
          change the stated maturity of the principal of, or any installment
          of interest on, any Debt Security or the other terms of payment
          thereof,

     (b)  reduce the above-stated percentage of Debt Securities, the consent
          of the holders of which is required to modify or amend the
          Indenture, or the percentage of Debt Securities of any series, the
          consent of the holders of which is required to waive certain past
          defaults or

                                       8

<PAGE>


     (c)  change any obligation of the Company to maintain an office or agency
          in the places and for the purposes specified in Section 10.2 of the
          Indenture.

     The holders of at least a majority in principal amount of the Debt
Securities of each series outstanding may, on behalf of the holders of all the
Debt Securities of that series, waive, insofar as that series is concerned,
compliance by the Company with certain restrictive provisions of the
Indenture, unless a greater percentage of such principal amount is specified
in the applicable prospectus supplement. The holders of not less than a
majority in principal amount of the Debt Securities of each series outstanding
may, on behalf of all holders of Debt Securities of that series, waive any
past default under the Indenture, except a default (a) in the payment of
principal of (and premium, if any) or any interest on any Debt Security of
such series and (b) in respect of a covenant, or provision of the Indenture
which cannot be modified or amended without the consent of the holder of each
Debt Security of such series outstanding affected.

Defeasance and Discharge

     The Indenture provides that the Company may specify that, with respect to
the Debt Securities of a certain series, it will be discharged from any and
all obligations in respect of such Debt Securities (except for certain
obligations to register the transfer or exchange of Debt Securities, to
replace stolen, lost or mutilated Debt Securities, to maintain paying agencies
and hold monies for payment in trust and, if so specified with respect to the
Debt Securities of a certain series, to pay the principal of (and premium, if
any) and interest, if any, on such specified Debt Securities) upon the deposit
with the Trustee, in trust, of money and/or U.S. Government Obligations which
through the payment of interest and principal thereof in accordance with their
terms will provide money in an amount sufficient to pay any installment of
principal (and premium, if any) and interest, if any, on and any mandatory
sinking fund payments in respect of such Debt Securities on the stated
maturity of such payments in accordance with the terms of the Indenture and
such Debt Securities. If so specified with respect to the Debt Securities of a
series, such a trust may only be established if establishment of the trust
would not cause the Debt Securities of any such series listed on any
nationally recognized securities exchange to be de-listed as a result thereof.
Also, if so specified with respect to a series of Debt Securities, such
establishment of such a trust may be conditioned on the delivery by the
Company to the Trustee of an Opinion of Counsel (who may be counsel to the
Company) to the effect that, based upon applicable U.S. Federal income tax law
or a ruling published by the United States Internal Revenue Service, such a
defeasance and discharge will not be deemed, or result in, a taxable event
with respect to holders of such Debt Securities. The designation of such
provisions, U.S. Federal income tax consequences and other considerations
applicable thereto will be described in the prospectus supplement relating
thereto.

Concerning the Trustee

     We have appointed Bankers Trust Company as the Trustee under the
Indenture and as initial Security Registrar with regard to the Debt
Securities.

     The Trustee acts as our fiscal agent for several debt offerings inside
the United States and performs other services for the Company in the normal
course of its business.


                             PLAN OF DISTRIBUTION

General

     We may sell offered debt securities to or through underwriters or
dealers, through agents or directly to purchasers. Any such underwriter,
dealer or agent may be deemed to be an underwriter within the meaning of the
Securities Act. The prospectus supplement relating to the offered debt
securities will set forth their offering terms, including the name or names of
any underwriters, the purchase price of the offered debt securities and the
proceeds to us from such sale, any underwriting discounts, commissions and
other items constituting underwriters' compensation, any initial public
offering price and any discounts or concessions allowed or reallowed or paid
to dealers and any securities exchanges on which the offered debt securities
may be listed.

     If underwriters are used in the sale, the underwriters will acquire the
offered debt securities for their own account and may resell such securities
from time to time in one or more transactions, including negotiated
transactions, at a fixed price or at varying prices determined at the time of
sale. The offered debt securities may be offered to the public either through
underwriting syndicates represented by one or more managing underwriters or
directly by one or more of firms acting as underwriters. Unless we indicate
otherwise in the prospectus supplement, the obligations of the underwriters to
purchase the offered debt securities will be subject to certain conditions
precedent and the underwriters will be obligated to purchase all the offered
debt securities if any are purchased. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.

                                       9

<PAGE>


     Under agreements which we may enter into, underwriters, dealers and
agents who participate in the distribution of offered debt securities may be
entitled to indemnification or contribution by us against certain liabilities,
including liabilities under the Securities Act.

     The specific terms and manner of sale of offered debt securities will be
set forth or summarized in the prospectus supplement. Subject to any
restrictions relating to debt securities in bearer form, debt securities
initially sold outside the United States may be resold in the United States
through underwriters, dealers or otherwise.

     If so indicated in the prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by
certain institutions to purchase offered debt securities from us pursuant to
contracts providing for payment and delivery on a future date. These
institutions include commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable institutions
and others, but in all cases will be subject to acceptance by us. The
obligations of any purchaser under any such contracts will be subject to the
condition that the purchase of offered debt securities will not at the time of
delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject. The underwriters and such other persons will not have
any responsibility in respect of the validity or performance of such
contracts.

     Each series of offered debt securities will be a new issue with no
established trading market. Except as indicated in the applicable prospectus
supplement, the debt securities are not expected to be listed on a securities
exchange. Any underwriters to whom we sell offered debt securities for public
offering and sale may make a market in such offered debt securities, but such
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. We cannot assure you as to the liquidity of
the trading market for any offered debt securities.


                                LEGAL OPINIONS


     Unless otherwise disclosed in the prospectus supplement, the validity of
the offered debt securities will be passed upon for us by Ellen Oran Kaden, our
Senior Vice President-Law and Government Affairs, and for the underwriters,
dealers or agents, if any, by counsel specified in the prospectus supplement.
Ms. Kaden owns beneficially approximately 21,757 shares of the Company's
common stock. She holds options to purchase 81,250 additional shares of the
Company's common stock that were granted to her pursuant to the Company's 1994
Long-Term Incentive Plan.


                                    EXPERTS

     The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K of Campbell Soup Company for the fiscal year
ended July 30, 2000 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

                                      10

<PAGE>


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                             [Campbell Soup Logo]



















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                                      11

<PAGE>


                                    PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

     The expenses in connection with the issuance and distribution of the
securities being registered hereby, other than underwriting discounts and
commissions are as follows. Except for the SEC registration fee, all expenses
are estimated. All of such expenses will be borne by the Registrant.


SEC registration fee...............................        $  250,000
Accounting fees and expenses.......................            60,000
Legal fees and expenses............................           150,000
Printing and engraving costs.......................            80,000
Fees and expenses of Trustee.......................            20,000
Rating agencies' fees..............................           575,000
Miscellaneous......................................            10,000
                                                           ----------
Total..............................................        $1,145,000
                                                           ==========

Item 15. Indemnification of Directors and Officers.

     Section 3-5 of the New Jersey Business Corporation Act sets forth the
extent to which officers and directors of the Registrant may be indemnified
against any liabilities which they may incur in their capacity as such. The
Registrant's By-Laws provide for the indemnification of directors and officers
of the Registrant against liabilities arising by reason of being a director or
officer of the Registrant, including liabilities arising under the Securities
Act of 1933.

     The directors and officers of the Registrant and its subsidiaries are
insured (subject to certain exceptions and deductions) against liabilities
which they may incur in their capacity as such, including liabilities under
the Securities Act of 1933, under liability insurance policies carried by the
Registrant.

Item 16. Exhibits.


       1.     Form of Underwriting Agreement (incorporated by reference to
              Exhibit 1 to Registration Statement 333-89373).
       2.     Amended and Restated Business and Share Sale and Purchase
              Agreement dated January 29, 2001, among Unilever N.V., Unilever
              PLC and Campbell Soup Company (incorporated by reference to
              Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed
              May 14, 2001).
       4(a).  Form of Indenture, between the Registrant and Bankers Trust
              Company, as Trustee (incorporated by reference to Exhibit 4(a)
              to Registration Statement 333-11497).
       4(b).  Form of Security, included in Exhibit 4(a).
       5.*    Opinion and consent of Ellen Oran Kaden, Senior Vice President-
              Law and Government Affairs of the Registrant.
       12.    Computation of Ratio of Earnings to Fixed Charges.
       23(a). Consent of PricewaterhouseCoopers LLP.
       23(b). Consent of Ellen Oran Kaden, included in Exhibit 5.
       24.*   Powers of Attorney.
       25.*   Form T-1 Statement of Eligibility and Qualification under the
              Trust Indenture Act of 1939.
---------------------
        *  Previously filed.


Item 17. Undertakings.

     (A)  The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent
     post-effective amendment thereof) which, individually or in the
     aggregate, represent a fundamental change in the information set forth in
     the registration statement. Notwithstanding the foregoing, any increase
     or decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering
     range may be reflected in the form of prospectus filed with the
     Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
     volume and price represent no more than a 20% change in the maximum
     aggregate offering price set forth in the "Calculation of Registration
     Fee" table in the effective registration statement;


                                     II-1

<PAGE>


          (iii) To include any material information with respect to the plan
     of distribution not previously disclosed in the registration statement or
     any material change to such information in the registration statement;

     Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

     (B) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (C) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.

     (D) The undersigned Registrant hereby undertakes that:

          (1) For the purposes of determining any liability under the
     Securities Act of 1933, the information omitted from the form of
     prospectus filed as part of this registration statement in reliance upon
     Rule 430A and contained in a form of prospectus filed by the Registrant
     pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
     shall be deemed to be part of this registration statement as of the time
     it was declared effective.

          (2) For the purpose of determining any liability under the
     Securities Act, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering thereof.


                                     II-2

<PAGE>


                                  SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Camden, State of New Jersey, on the
1st of June, 2001.


                                             CAMPBELL SOUP COMPANY
                                                 (Registrant)


                                             By:   /s/ Robert A. Schiffner
                                                 --------------------------
                                                 Robert A. Schiffner
                                                 Senior Vice President and
                                                 Chief Financial Officer



     Signature                      Title                            Date




          *                   President and Chief                June 1, 2001
--------------------------    Executive Officer and
Douglas R. Conant             Director (Principal
                              Executive Officer)


          *                   Chairman and Director              June 1, 2001
--------------------------
Philip E. Lippincott


                              Director
--------------------------
Alva A. App


          *                   Director                           June 1, 2001
--------------------------
Edmund M. Carpenter


          *                   Director                           June 1, 2001
--------------------------
Bennett Dorrance


          *                   Director                           June 1, 2001
--------------------------
Thomas W. Field, Jr.


          *                   Director                           June 1, 2001
--------------------------
Kent B. Foster


          *                   Director                           June 1, 2001
--------------------------
Harvey Golub


          *                   Director                           June 1, 2001
--------------------------
David K.P. Li


          *                   Director                           June 1, 2001
--------------------------
Mary Alice Malone


                                     II-3

<PAGE>


     Signature                      Title                            Date



          *                   Director                           June 1, 2001
--------------------------
Charles H. Mott



          *                   Director                           June 1, 2001
--------------------------
Charles R. Perrin


          *                   Director                           June 1, 2001
--------------------------
George M. Sherman


          *                   Director                           June 1, 2001
--------------------------
Donald M. Stewart


          *                   Director                           June 1, 2001
--------------------------
George Strawbridge, Jr.


          *                   Director                           June 1, 2001
--------------------------
Charlotte C. Weber


 /s/ Robert A. Schiffner      Senior Vice President              June 1, 2001
--------------------------    and Chief Financial
Robert A. Schiffner           Officer (Principal
                              Financial Officer)


 /s/ Gerald S. Lord           Vice President-Controller          June 1, 2001
--------------------------    (Principal Accounting
Gerald S. Lord                Officer)




* By:   /s/ John J. Furey
      -----------------------------------
      John J. Furey,
      Corporate Secretary,
      as Attorney-in-Fact


                                     II-4
</TEXT>
</DOCUMENT>
