Washington, D.C. 20549


[   ] 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)
   Matthews            Milton T
   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
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)
   V.P., U.S. Sales
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
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
Common Stock                                  12/31/00    A    V   38.8200 (1)   D   (2)         5,786.7600     I  401(k) Plan
Common Stock                                                                                     280.0000       I  by Son 2
Common Stock                                                                                     300.0000       I  by Spouse

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)
                               Security                       Code  V   A                D                Exercisable  Expiration
Non-Qualified Stock Option     $58.50000       01/10/01       A         6,700.0000                                     01/09/11
(right to buy) (3)

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
Non-Qualified Stock Option     01/10/01  Common Stock                   6,700.0000                6,700.0000    D   Direct
(right to buy) (3)

Explanation of Responses:

This entry  represents  a reduction  in the balance of shares  allocated  to the
account  of the  reporting  person in the  Hershey  Foods  Corporation  Employee
Savings, Stock Investment and Ownership Plan (ESSIOP). To manage liquidity needs
of the Plan, the ESSIOP  fiduciary from  time-to-time  maintains a lower overall
share balance  (versus cash) in the Plan,  which in this instance  resulted in a
reduction in the number of shares  allocated to the reporting  person's  account
when compared to the prior Form 4 report.
See footnote (1) above. The closing price on December 29, 2000 was $64.375.  The
exact price of each share at date of disposition is not readily determinable.
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.

/S/ Matthews,  Milton T
DATE 02/08/2001