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 15, 2000
                                                   ---------------------


                           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








                      INFORMATION TO BE INCLUDED IN REPORT



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

         On December 15, 2000,  Hershey Foods  Corporation  (the  "Corporation")
announced  that the  Corporation  has  completed the purchase of the intense and
breath  freshener  mints and gum businesses of Nabisco,  Inc., for $135 million.
The press  release dated  December 15, 2000,  announcing  the  completion of the
acquisition,  is  incorporated  herein  by  reference,  and a copy 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.


Dated:  December 15, 2000
        -----------------


                                            HERSHEY FOODS CORPORATION



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



















                                Page 2 of 3 Pages
                             Exhibit Index - Page 3









                                  Exhibit Index
                                  -------------


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


   99          Press release dated December 15, 2000 announcing that Hershey
               Foods Corporation has completed the purchase of Nabisco's intense
               and breath freshener mints and gum businesses.




















                                                           Page 3 of 3 Pages
                                                        Exhibit Index - Page 3

                                                                      Exhibit 99


[LOGO OF HERSHEY FOODS APPEARS HERE]       HERSHEY FOODS NEWS
                                           Hershey Foods Corporation
                                           100 Crystal A Drive
                                           Hershey, PA  17033
                                           E-Mail: pr@hersheys.com
                                                   ---------------
                                           http://www.hersheys.com

=============================================================================
FOR IMMEDIATE RELEASE                     CONTACT:
                                          John C. Long
                                          717-534-7631

                                          FINANCIAL CONTACT:
                                          James A. Edris
                                          717-534-7556


          Hershey Foods Completes Acquisition of Nabisco's Intense and
                    Breath Freshener Mints and Gum Businesses

HERSHEY,  Pa. -- Hershey Foods  Corporation  (NYSE: HSY) announced today that it
has completed the purchase of Nabisco's  intense and breath  freshener mints and
gum businesses.

As previously  disclosed,  Hershey paid $135 million to acquire the  businesses,
including  Ice  Breakers and Breath  Savers Cool Blasts  intense  mints,  Breath
Savers mints,  and Ice  Breakers,  Care*free,  Stick*free,  Bubble Yum and Fruit
Stripe gums. Also included in the purchase is Nabisco's  gum-manufacturing plant
in Las Piedras, Puerto Rico. The businesses had 1999 sales of approximately $270
million.

Hershey Foods Corporation is the leading North American  manufacturer of quality
chocolate and non-chocolate confectionery and chocolate-related grocery products
and has a variety of international operations.

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   might  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; the Corporation's ability to
implement  improvements to and reduce costs  associated  with the  Corporation's
customer service,  warehousing and order fulfillment  processes and systems; and
changes in raw material costs, as discussed in the  Corporation's  Annual Report
on Form 10-K for 1999.

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