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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)
   Christ              William F
   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
   01/01
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)
   Executive Vice President and
   Chief Operating Officer
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 121.0621 A (1) 25,900.8006 D Direct Common Stock 12/31/00 A V 53.6500 (2) D (3) 7,743.1200 I 401(k) Plan 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) Derivative Security Code V A D Exercisable Expiration - ------------------------------------------------------------------------------------------------------------------------------------ Non-Qualified Stock Option $58.50000 01/10/01 A 28,750.0000 01/09/11 (right to buy) (4) 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 28,750.0000 28,750.0000 D Direct (right to buy) (4) Explanation of Responses: (1) These shares were acquired from November 1, 2000 through December 31, 2000 pursuant to a Hershey Foods Dividend Reinvestment Plan. These shares were purchased at various intervals throughout the period and the closing price on December 29, 2000 was $64.375. The exact price of each share at date of acquisition is not readily determinable. (2) 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. (3) See footnote (2) 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. (4) 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.
SIGNATURE OF REPORTING PERSON /S/ Christ , William F DATE 02/06/2001