Edgar Filing: HERSHEY CO

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DAVIS GEORGE F

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

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP & CIO

(Last)

(First)

(Middle)

100 CRYSTAL A DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2005

(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	08/01/2005		M		2,800	A	$ 29.25	2,800	D
Common Stock	08/01/2005		S		2,800	D	$ 62.75	0	D
Common Stock	08/01/2005		M		2,355	A	$ 29.25	2,355	D
Common Stock	08/01/2005		S		2,355	D	$ 62.81	0	D
Common Stock	08/01/2005		M		800	A	$ 29.25	800	D
Common Stock	08/01/2005		S		800	D	$ 62.82	0	D
Common Stock	08/01/2005		M		1,545	A	$ 29.25	1,545	D
Common Stock	08/01/2005		S		1,545	D	$ 62.83	0	D
Common Stock	08/01/2005		M		3,000	A	$ 29.25	3,000	D
Common Stock	08/01/2005		S		3,000	D	$ 62.84	0	D
Common Stock	08/01/2005		M		200	A	$ 29.25	200	D
Common Stock	08/01/2005		S		200	D	$ 62.91	0	D
Common Stock	08/01/2005		M		600	A	$ 29.25	600	D
Common Stock	08/01/2005		S		600	D	$ 62.91	0	D
Common Stock								665.85	I	401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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) ⁽¹⁾

$ 29.25

08/01/2005

2,800

⁽²⁾

01/09/2011

Common Stock

2,800

$ 0

8,500

Non-Qualified Stock Option (right to buy) ⁽¹⁾

$ 29.25

08/01/2005

2,355

⁽²⁾

01/09/2011

Common Stock

2,355

$ 0

6,145

Non-Qualified Stock Option (right to buy) ⁽¹⁾

$ 29.25

08/01/2005

800

⁽²⁾

01/09/2011

Common Stock

800

$ 0

5,345

Non-Qualified Stock Option (right to buy) ⁽¹⁾

$ 29.25

08/01/2005

1,545

⁽²⁾

01/09/2011

Common Stock

1,545

$ 0

3,800

Non-Qualified Stock Option (right to buy) ⁽¹⁾

$ 29.25

08/01/2005

3,000

⁽²⁾

01/09/2011

Common Stock

3,000

$ 0

800

Non-Qualified Stock Option (right to buy) ⁽¹⁾

$ 29.25

08/01/2005

200

⁽²⁾

01/09/2011

Common Stock

200

$ 0

600

Non-Qualified Stock Option (right to buy) ⁽¹⁾

$ 29.25

08/01/2005

600

⁽²⁾

01/09/2011

Common Stock

600

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DAVIS GEORGE F 100 CRYSTAL A DRIVE HERSHEY, PA 17033			VP & CIO

Signatures

George F Davis		08/02/2005
^**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)	These options are from an option grant previously reported as 5,650 options at an exercise price of $58.50. The option grant was adjusted to reflect the 2-for-1 stock split on June 15, 2004.
(2)	These options vested according to the following schedule: 25% vested on January 10, 2002; an additional 25% vested on January 10, 2003; an additional 25% vested on January 10, 2004; and the final 25% vested on January 10, 2005.
Remarks: The total amount of securities reported as indirectly owned by the reporting person in Column 5 of Table I (401(k) Plan) includes 67.3500 shares acquired from February 1, 2005 through July 29, 2005 pursuant to the Company's Employee Savings Stock Investment and Ownership Plan (ESSIOP). These shares were acquired at various intervals. The closing price on July 29, 2005 was $63.87. The exact price of each share at the date of acquisition is not readily determinable.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.