Edgar Filing: CERMINARA FRANK

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CERMINARA FRANK

2. Issuer Name and Ticker or Trading Symbol
HERSHEY FOODS CORP [HSY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, Chief Financial Officer

(Last)

(First)

(Middle)

100 CRYSTAL A DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2004

(Street)

HERSHEY, PA 17033

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/22/2004		M		4,600	A	$ 22.25	6,740.9239	D
Common Stock	11/22/2004		S		4,600	D	$ 51.85	2,140.9239	D
Common Stock	11/22/2004		M		200	A	$ 22.25	2,340.9239	D
Common Stock	11/22/2004		S		200	D	$ 51.87	2,140.9239	D
Common Stock	11/22/2004		M		2,000	A	$ 22.25	4,140.9239	D
Common Stock	11/22/2004		S		2,000	D	$ 51.85	2,140.9239	D
Common Stock	11/22/2004		M		200	A	$ 22.25	2,340.9239	D
Common Stock	11/22/2004		S		200	D	$ 51.88	2,140.9239	D
Common Stock	11/22/2004		M		3,000	A	$ 22.25	5,140.9239	D
Common Stock	11/22/2004		S		3,000	D	$ 51.83	2,140.9239	D
Common Stock	11/22/2004		M		1,000	A	$ 22.25	3,140.9239	D
Common Stock	11/22/2004		S		1,000	D	$ 51.85	2,140.9239	D
Common Stock	11/22/2004		M		700	A	$ 22.25	2,840.9239	D
Common Stock	11/22/2004		S		700	D	$ 51.87	2,140.9239	D
Common Stock	11/22/2004		M		900	A	$ 22.25	3,040.9239	D
Common Stock	11/22/2004		S		900	D	$ 51.9	2,140.9239	D
Common Stock	11/22/2004		M		400	A	$ 22.25	2,540.9239	D
Common Stock	11/22/2004		S		400	D	$ 51.94	2,140.9239 ⁽¹⁾	D
Common Stock								13,070.72	I	401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy) ⁽²⁾

$ 22.25

11/22/2004

4,600

01/08/1999

01/07/2007

Common Stock

4,600

$ 0

8,400

Non-Qualified Stock Option (right to buy) ⁽²⁾

$ 22.25

11/22/2004

200

01/08/1999

01/07/2007

Common Stock

200

$ 0

8,200

Non-Qualified Stock Option (right to buy) ⁽²⁾

$ 22.25

11/22/2004

2,000

01/08/1999

01/07/2007

Common Stock

2,000

$ 0

6,200

Non-Qualified Stock Option (right to buy) ⁽²⁾

$ 22.25

11/22/2004

200

01/08/1999

01/07/2007

Common Stock

200

$ 0

6,000

Non-Qualified Stock Option (right to buy) ⁽²⁾

$ 22.25

11/22/2004

3,000

01/08/1999

01/07/2007

Common Stock

3,000

$ 0

3,000

Non-Qualified Stock Option (right to buy) ⁽²⁾

$ 22.25

11/22/2004

1,000

01/08/1999

01/07/2007

Common Stock

1,000

$ 0

2,000

Non-Qualified Stock Option (right to buy) ⁽²⁾

$ 22.25

11/22/2004

700

01/08/1999

01/07/2007

Common Stock

700

$ 0

1,300

Non-Qualified Stock Option (right to buy) ⁽²⁾

$ 22.25

11/22/2004

900

01/08/1999

01/07/2007

Common Stock

900

$ 0

400

Non-Qualified Stock Option (right to buy) ⁽²⁾

$ 22.25

11/22/2004

400

01/08/1999

01/07/2007

Common Stock

400

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CERMINARA FRANK 100 CRYSTAL A DRIVE HERSHEY, PA 17033			SVP, Chief Financial Officer

Signatures

Cerminara Frank		11/24/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The total amount includes the acquisition of 1,061.0893 additional shares as a result of a 2-for-1 stock split on June 15, 2004.
(2)	These options are from an option grant previously reported as 6,500 options at an exercise price of $44.50. The option grant was adjusted to reflect the 2-for-1 stock split on June 15, 2004.
Remarks: The total amount of securities reported as indirectly owned by the reporting person in Column 5 of Table I (401(k) Plan) includes 120.5600 shares acquired from April 1, 2004 through October 29, 2004 pursuant to the Hershey Foods Corporation Employee Savings Stock Investment and Ownership Plan (ESSIOP). These shares were acquired at various intervals, and the closing price on October 29, 2004 was $50.69. The exact price of each share at the date of acquisition is not readily determinable. The total amount also includes the acquisition of 6,485.3500 additional shares as a result of a 2-for-1 stock split on June 15, 2004.

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