<DOCUMENT>
<TYPE>4
<SEQUENCE>1
<FILENAME>rmrf4.txt
<DESCRIPTION>FORM 4-DECEMBER 31, 2000
<TEXT>

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

[   ] Check  this box if no  longer  subject  to  Section  16.  Form 4 or Form 5
    obligations may continue.
1. Name and Address of Reporting Person(s)
   Reese               Robert M
   100 Crystal A Drive


   Hershey, Pennsylvania  l7033
2. Issuer Name and Ticker or Trading Symbol
   Hershey Foods Corporation (HSY)
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)

4. Statement for Month/Year
   01/01
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
   [ ] Director                   [ ] 10% Owner
   [X] Officer (give title below) [ ] Other (specify below)
   Sr. V.P., General Counsel,
   and Secy.
7. Individual or Joint/Group Filing (Check Applicable Line)
   [X] Form filed by One Reporting Person
   [ ] Form filed by More than One Reporting Person

<TABLE>
<CAPTION>
Table I   Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
------------------------------------------------------------------------------------------------------------------------------------
1)Title of Security                           2)Trans-    3.Trans- 4.Securities Acquired(A)      5)Amount of    6)  7)Nature of
                                              action      action   or Disposed of (D)            Securities         Indirect
                                              Date        Code                   A               Beneficially   D   Beneficial
                                              (Month/                            or              Owned at       or  Ownership
                                              Day/Year)   Code V   Amount        D  Price        End of Month   I
------------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>         <C>      <C>           <C><C>          <C>            <C><C>
Common Stock                                  12/31/00    A    V   3.7203        A   (1)         9,373.4572     D  Direct
Common Stock                                  12/31/00    A    V   142.2454      A   (2)         4,884.2800     I  401(k) Plan
Common Stock                                  12/31/00    A    V   8.2029        A   (1)         382.4381       I  by Daughter
Common Stock                                                                                     30,000.0000    I  by Trust

<CAPTION>
Table II (PART 1) Derivative  Securities Acquired,  Disposed of, or Beneficially
Owned (Columns 1 through 6)
------------------------------------------------------------------------------------------------------------------------------------
1)Title of Derivative          2)Conversion    3)Trans-       4)Trans-  5)Number of Derivative            6)Date Exercisable and
Security                       or Exercise     action         action    Securities Acquired (A)           Expiration Date
                               Price of        Date           Code      or Disposed of (D)
                               Derivative
                               Security                       Code  V   A                D                Exercisable  Expiration
------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>             <C>            <C>       <C>              <C>              <C>          <C>
Non-Qualified Stock Option     $58.50000       01/10/01       A         11,900.0000                                    01/09/11
(right to buy) (3)

<CAPTION>
Table II (PART 2) Derivative  Securities Acquired,  Disposed of, or Beneficially
Owned (Columns 1,3 and 7 through 11)
------------------------------------------------------------------------------------------------------------------------------------
1)Title of Derivative          3)Trans-  7)Title and Amount                           8)Price     9)Number of   10) 11)Nature of
Security                       action    of Underlying                                of Deri-    Derivative        Indirect
                               Date      Securities                                   vative      Securities    D   Beneficial
                                                                        Amount or     Security    Beneficially  or  Ownership
                                                                        Number of                 Owned at      I
                  -                      Title                          Shares                    End of Month
------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>       <C>                            <C>           <C>         <C>           <C> <C>
Non-Qualified Stock Option     01/10/01  Common Stock                   11,900.0000               11,900.0000   D   Direct
(right to buy) (3)

<FN>
Explanation of Responses:

(1)
These  shares were  acquired  from  January 1, 2000  through  December  31, 2000
pursuant  to a Hershey  Foods  Dividend  Reinvestment  Plan.  These  shares were
purchased  at various  intervals  throughout  the year and the closing  price on
December  29,  2000  was  $64.375.  The  exact  price  of each  share at date of
acquisition is not readily determinable.

(2)
These  shares were  acquired  from  January 1, 2000  through  December  31, 2000
pursuant to the Hershey Foods Corporation Employee Savings, Stock Investment and
Ownership  Plan  (ESSIOP).  These  shares were  purchased  at various  intervals
throughout the year and the closing price on December 29, 2000 was $64.375.  The
exact price of each share at date of acquisition is not readily determinable.

(3)
These  options were granted  under the Hershey  Foods  Corporation  Key Employee
Incentive  Plan,  and they have a stock  withholding  feature  which permits the
withholding  of shares of stock at the time of exercise to satisfy the grantee's
income tax withholding rights.


</FN>
</TABLE>
SIGNATURE OF REPORTING PERSON
/S/ Reese ,  Robert M
DATE 02/06/2001
</TEXT>
</DOCUMENT>
