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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000891836-02-000357.txt : 20020725
<SEC-HEADER>0000891836-02-000357.hdr.sgml : 20020725
<ACCEPTANCE-DATETIME>20020725112732
ACCESSION NUMBER:		0000891836-02-000357
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020725
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020725

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HERSHEY FOODS CORP
		CENTRAL INDEX KEY:			0000047111
		STANDARD INDUSTRIAL CLASSIFICATION:	SUGAR & CONFECTIONERY PRODUCTS [2060]
		IRS NUMBER:				230691590
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-00183
		FILM NUMBER:		02710524

	BUSINESS ADDRESS:	
		STREET 1:		100 CRYSTAL A DR
		STREET 2:		P O BOX 810-EXTERNAL RPTG & COMPLIANCE
		CITY:			HERSHEY
		STATE:			PA
		ZIP:			17033-0810
		BUSINESS PHONE:		7175346799

	MAIL ADDRESS:	
		STREET 1:		P O BOX 810-EXTERNAL RPTG & COMPLIANCE
		STREET 2:		100 CRYSTAL A DIRVE
		CITY:			HERSHEY
		STATE:			PA
		ZIP:			17033-0810

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HERSHEY CHOCOLATE CORP
		DATE OF NAME CHANGE:	19680401
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>sc38628.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>
================================================================================





                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

         Date of Report (Date of earliest event reported): July 25, 2002


                            HERSHEY FOODS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


              Delaware                     1-183                23-0691590
  (State or Other Jurisdiction of       (Commission           (IRS Employer
   Incorporation or Organization)       File Number)      Identification Number)


       100 Crystal A Drive, Hershey, Pennsylvania                   17033
        (Address of Principal Executive Offices)                  (Zip Code)

       Registrant's telephone number, including area code: (717) 534-6799




================================================================================

                                Page 1 of 3 Pages


<PAGE>

                      INFORMATION TO BE INCLUDED IN REPORT

ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

         On July 25, 2002, Hershey Foods Corporation (the "Company") confirmed
that the Milton Hershey School Trust, which controls 77% of the voting power of
the Company's stock, has informed the Company that it has decided to diversify
its holdings and in this regard wants the Company to explore a sale of the
entire Company. For more information, see the full press release included in
this Form 8-K as Exhibit 99.01.

ITEM 7.  EXHIBITS

        EXHIBIT NO.          DESCRIPTION
        -----------          -----------

           99.01             Press Release, dated July 25, 2002

<PAGE>


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date:  July 25, 2002

                                      HERSHEY FOODS CORPORATION


                                      By: /s/ Burton H. Snyder
                                          -------------------------------------
                                          Name:  Burton H. Snyder
                                          Title: Senior Vice President, General
                                                 Counsel and Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.01
<SEQUENCE>3
<FILENAME>press-rls.htm
<DESCRIPTION>PRESS RELEASE
<TEXT>
<HTML>
<HEAD>
<TITLE>
Press Release
</TITLE>
</HEAD>
<BODY>

<P>July 25, 2002</P>
<BR><BR>

<P ALIGN=CENTER><B>Milton Hershey School Trust Explores Sale of Hershey Foods</B></P>

<P>Hershey Foods Corporation today confirmed that the Milton Hershey School
Trust (the &#147;School Trust&quot;), which controls 77% of the voting power of
Hershey Foods&#146; stock, has informed the Company that it has decided to
diversify its holdings and in this regard wants Hershey Foods to explore a sale
of the entire Company. There can be no assurance that any transaction will be
agreed upon or, if agreed upon, that it will be consummated.</P>

<P>Richard H. Lenny, Chairman, President and Chief Executive Officer of the
Company, said, &#147;Hershey Foods is a true American icon, with a unique
heritage and some of the best products in the confectionery industry. The plans
we put in place last year build on these strengths and on the Company&#146;s
significant potential. Clearly, the Hershey Foods Board of Directors would have
preferred to keep Hershey Foods as an independent company. In fact, we proposed
a specific alternative to a possible sale of the Company. </P>

<P>However, the School Trust rejected our proposal having concluded that
exploring a possible sale of the Company was the most prudent course of action
consistent with its diversification objectives and its fiduciary obligations to
the Milton Hershey School.</P>

<P>&#147;Recognizing the School Trust&#146;s controlling position and its
determination to explore a possible sale,&#148; continued Lenny, &#147;the
Hershey Foods Board of Directors has concluded that it is in the best interests
of the Company and its stockholders for Hershey Foods and the School Trust to
work together in a cooperative manner in this effort.&#148;</P>

<P>The Company has retained UBS Warburg and Sullivan &amp; Cromwell as its
financial and legal advisors. </P>

<P>Hershey Foods Corporation is the leading North American manufacturer of
quality chocolate and non-chocolate confectionery and chocolate-related grocery
products; some of the Company&#146;s most popular products include
REESE&#146;S<SUP>&reg;</SUP> peanut butter cups, HERSHEY<SUP>&reg;</SUP>&#146;S chocolate
and chocolate with almonds bars, HERSHEY<SUP>&reg;</SUP>&#146;S KISSES<SUP>&reg;
</SUP>chocolates, KIT KAT<SUP>&reg;</SUP> wafer bars, TWIZZLERS<SUP>&reg;</SUP>
candy, HERSHEY<SUP>&reg;</SUP>&#146;S cocoa and HERSHEY<SUP>&reg;</SUP>&#146;S syrup. The
Company also is a market leader in the gum and mint category with such
well-known brands as ICE BREAKERS<SUP>&reg;</SUP>, CARE FREE<SUP>&reg;
</SUP>chewing gum and mints and BUBBLE YUM<SUP>&reg;</SUP> bubble gum.</P>

<P ALIGN=CENTER># # #</P>

</BODY>
</HTML>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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