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)
Cerminara Frank
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/Day/Year
1/31/02
5. If Amendment, Date of Original (Month/Day/Year)
02/04/02
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[ ] Director [ ] 10% Owner
[X] Officer (give title below) [ ] Other (specify below)
Sr. Vice President, CFO
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 I Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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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
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Common Stock 12/31/01 (1)J 4.8883 A $0.00000 (1) D Direct
Common Stock 01/28/02 S 6,600.0000 D $68.69000 D Direct
Common Stock 01/28/02 M 500.0000 A D Direct
Common Stock 01/28/02 M 6,600.0000 A $24.50000 679.8883 D Direct
Common Stock 12/31/01 (2)A 220.0500 A $0.00000 (2) 5,973.9200 I 401(k) Plan
Table II (PART 1) Derivative Securities Acquired, Disposed of, or Beneficially
Owned (Columns 1 through 6)
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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
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Non-Qualified Stock Option $24.50000 01/28/02 M 7,100.0000 01/03/04
(right to buy) (3)
Non-Qualified Stock Option $69.31000 01/22/02 A 20,000.0000 (4) 01/21/12
(right to buy) (3)
Table II (PART 2) Derivative Securities Acquired, Disposed of, or Beneficially
Owned (Columns 1,3 and 7 through 11)
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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
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Non-Qualified Stock Option 01/28/02 Common Stock 7,100.0000 $68.69000 0.0000 D Direct
(right to buy) (3)
Non-Qualified Stock Option 01/22/02 Common Stock 20,000.0000 20,000.0000 D Direct
(right to buy) (3)
Explanation of Responses:
(1)
These shares have been acquired from January 1, 2001 through December 31, 2001
pursuant to a Hershey Foods Dividend Reinvestment Pla n. Shares were purchased
quarterly at prices ranging from $61.71 to $69.32.
(2)
These shares were acquired from January 1, 2001 through December 31, 2001
pursuant to the Hershey Foods Corporation Employee Savings , Stock Investment
and Ownership Plan (ESSIOP). These shares were purchased at various intervals,
and the closing price on December
31, 2001 was $67.70. The exact price of each share at the date of acquisition
is not readily determinable. (3) These options were granted under the Hershey
Foods Corporation 1987 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 rig hts.
(4)
Options vest according to the following schedule: 25% vest on the first
anniversary of the grant date, an additional 25% vest on th e second anniversary
of the grant date, an additional 25% vest on the third anniversary of the grant
date, and the options become fu lly vested on the fourth anniversary of the
grant date.
SIGNATURE OF REPORTING PERSON
/S/ Cerminara, Frank
DATE 01/27/03