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 * McCully Edward Nichol   2. Issuer Name and Ticker or Trading Symbol TreeHouse Foods, Inc. [THS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr VP, CFO (Last) (First) (Middle) 1333 BUTTERFIELD ROAD, SUITE 490 3. Date of Earliest Transaction (Month/Day/Year) 06/28/2005 (Street) DOWNERS GROVE, IL 60515 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) Code V Amount (A) or (D) Price Common Stock 06/28/2005   A   94,641 A $ 0 145,976 (1) D

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 29.65

06/28/2005

A

124,356

(2)

06/28/2015

common stock

124,356

$ 0

124,356

D

Restricted Stock Units

(3)

06/28/2005

A

64,927

(4)

(4)

common stock

64,927

$ 0

64,927

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
McCully Edward Nichol 1333 BUTTERFIELD ROAD SUITE 490 DOWNERS GROVE, IL 60515			Sr VP, CFO

Signatures

/s/ Thomas E. ONeill, pursuant to Power of Attorney		06/30/2005
**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)	On June 27, 2005, the common stock of TreeHouse Foods, Inc. split 256.677327:1, resulting in the reporting person's acquisition of 51,135 additional shares of common stock.
(2)	The stock options will vest 50% on the first anniversary of the date of the grant and 25% on each of the second and third anniversaries of the date of the grant, subject to the officer's continued employment with TreeHouse Foods, Inc.
(3)	Each restricted stock unit represents a contingent right to receive one share of common stock of TreeHouse Foods, Inc.
(4)	Fifty percent of restricted stock units vest on the first anniversary of the grant date, and twenty-five percent of restricted stock units vest on the second and third anniversaries of the grant date. Vested restricted stock units will be delivered to the reporting person five business days following the earlier to occur of (i) the fifth anniversary of the date of grant or (ii) the sixth month anniversary of the date the reporting person's employment with TreeHouse Foods, Inc. terminates. Restricted stock units that have not become vested on or before the fifth anniversary of the grant date will be forfeited by the reporting person.
Remarks: List of Exhibits:  Exhibit No. 24    Power of Attorney

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