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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000047111-02-000146.txt : 20021212
<SEC-HEADER>0000047111-02-000146.hdr.sgml : 20021212
<ACCEPTANCE-DATETIME>20021212165250
ACCESSION NUMBER:		0000047111-02-000146
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20021212
ITEM INFORMATION:		
FILED AS OF DATE:		20021212

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:		02856012

	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>f8k12122002.txt
<DESCRIPTION>FORM 8-K DECEMBER 12, 2002
<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):      December 12, 2002
                                                   -----------------------------


                            HERSHEY FOODS CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


      Delaware                         1-183                      23-0691590
- --------------------------------------------------------------------------------
(State or other jurisdiction        (Commission             (I.R.S. Employer
           of incorporation)          File Number)           Identification No.)


       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
                             Exhibit Index - Page 3


<PAGE>



                      INFORMATION TO BE INCLUDED IN REPORT


Item 9.  Regulation FD Disclosure
- -------  ------------------------

On December 12, 2002, Hershey Foods Corporation (the "Corporation") announced
that its Board of Directors has approved an authorization to acquire, from time
to time in open market or through privately negotiated transactions, up to $500
million of its Common Stock; that the authorization is expected to be completed
within approximately 12 months, subject to trading liquidity; that the
authorization will be funded through free cash flow and commercial paper; and
that shares of Common Stock acquired by the Company pursuant to the
authorization will be held as Treasury shares.

The Corporation also announced that it has contributed $150 million from free
cash flow to its domestic pension plans in order to improve the funded status of
the plans in view of the weak stock market performance this year.

A copy of the Company's press release announcing these actions is furnished
herewith as Exhibit 99.





                                    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: December 12, 2002


                             HERSHEY FOODS CORPORATION



                             By   /s/ Frank Cerminara
                                  ----------------------------------------------
                                  Frank Cerminara
                                  Senior Vice President, Chief Financial Officer



                                Page 2 of 3 Pages
                             Exhibit Index - Page 3


<PAGE>




                                  Exhibit Index


Exhibit No.         Description
- -----------        --------------

       99           Hershey Foods Corporation Press Release dated
                    December 12, 2002















                                Page 3 of 3 Pages
                             Exhibit Index - Page 3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>f8k12122002_exh99.txt
<DESCRIPTION>PRESS RELEASE-STOCK BUYBACK PROGRAM-DEC. 12, 2002
<TEXT>





                                                                      Exhibit 99



                             HERSHEY FOODS ANNOUNCES
                            SHARE REPURCHASE PROGRAM
                         AND ADDITIONAL PENSION FUNDING


HERSHEY,  Pa.,  December 12, 2002 - Hershey Foods  Corporation  (NYSE:HSY) today
announced that the Board of Directors has approved an  authorization to acquire,
from time to time in open market or through privately  negotiated  transactions,
up to $500 million of its Common  Stock.  This  authorization,  which  follows a
series of previous share repurchase  programs dating from mid-1993,  is expected
to be completed within approximately 12 months, subject to trading liquidity. It
will be funded through free cash flow and commercial paper. The shares of Common
Stock acquired by the Company will be held as Treasury shares.

In a separate action, the Company has contributed $150 million to its domestic
pension plans in order to improve the funded status of the plans in view of the
weak stock market performance this year. This contribution was made from free
cash flow.

"The share repurchase authorization and the additional funding for our pension
plans are indicative of the Company's strong free cash flow capabilities," said
Richard H. Lenny, Chairman, President and Chief Executive Officer. "The share
repurchase program underscores Hershey's continued commitment to building
shareholder value. The pension contribution helps ensure the wellbeing of our
employees through the appropriate funding of their pension plans."

Safe Harbor Statement

This release contains statements which are forward-looking. These statements are
made based upon current expectations which are subject to risk and uncertainty.
Actual results may differ materially from those contained in the forward-looking
statements. Factors which could cause results to differ materially include, but
are not limited to: changes in the confectionery and grocery business
environment, including actions of competitors and changes in consumer
preferences; changes in governmental laws and regulations including taxes;
market demand for new and existing products; changes in raw material and other
costs; the Company's ability to implement improvements and to reduce costs
associated with the Company's distribution operations; pension cost factors,
such as actuarial assumptions and employee retirement decisions; and the
Company's ability to sell certain assets at targeted values, as discussed in the
Company's annual report on Form 10-K for 2001.

                                      # # #

Financial Contact: Jim Edris (717)534-7556
Media Contact: Christine Dugan (717)508-3238


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
