Sec Form 4 Filing - McCully Edward Nichol @ TreeHouse Foods, Inc. - 2005-06-28

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 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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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 (MM/DD/YY) 06/28/2005 (Street) DOWNERS GROVE, IL60515 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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, IL60515 Sr VP, CFO Signatures /s/ Thomas E. ONeill, pursuant to Power of Attorney 06/30/2005 Signature of Reporting Person Date

Explanation of Responses:

( 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

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).

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