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):          October 24, 2001
                                                  -----------------------------


                            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 October 24, 2001, Hershey Foods Corporation (the "Corporation")
announced initiatives to enhance the future operating performance of the
Company, and business realignment charges to support the initiatives totaling
$275 million pre-tax, or $1.24 per share-diluted, in the fourth quarter of 2001
and in 2002. The charges will include restructuring charges of $218 million or
$.99 per share-diluted and operating charges of $57 million or $.25 per
share-diluted. $1.08 per share-diluted is expected to be recorded in the fourth
quarter of 2001 and $.16 per share-diluted is expected to be recorded in 2002.
These business realignment initiatives will generate ongoing annual savings of
$60-$65 million when fully implemented, which will be reinvested to create
enhanced marketing and selling capabilities. Cash flows for the business will
immediately increase as a result of these initiatives. The October 24, 2001
press release, announcing these initiatives, 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.


Date:  October 24, 2001


                            HERSHEY FOODS CORPORATION



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






                                Page 2 of 3 Pages
                             Exhibit Index - Page 3


                                  Exhibit Index


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

        99         Press release, dated October 24, 2001, announcing certain
                   initiatives to enhance the future operating performance of
                   Hershey Foods Corporation and certain business realignment
                   charges to support these initiatives.
























                                Page 3 of 3 Pages
                             Exhibit Index - Page 3


                                                                      EXHIBIT 99

[LOGO APPEARS HERE]Hershey Foods NEWS

-------------------------------------------------------------------------------
Corporate Communications--Hershey Foods Corporation--100 Crystal A Drive--
Hershey, PA  17033
                E-Mail: pr@hersheys.com--http://www.hersheys.com
-------------------------------------------------------------------------------



                   HERSHEY ANNOUNCES VALUE-ENHANCING STRATEGY



HERSHEY, Pa., October 24, 2001 -- Hershey Foods Corporation (NYSE:HSY) today
will announce initiatives to enhance the future operating performance of the
Company. To support these initiatives, it will record business realignment
charges totaling $275 million pretax, or $1.24 per share-diluted, in the fourth
quarter of 2001 and in 2002.

The charges will include restructuring charges of $218 million or $.99 per
share-diluted and operating charges of $57 million or $.25 per share-diluted.
$1.08 per share-diluted is expected to be recorded in the fourth quarter of 2001
and $.16 per share-diluted is expected to be recorded in 2002.

These business realignment initiatives will generate ongoing annual savings of
$60-$65 million when fully implemented. The savings will be reinvested to create
enhanced marketing and selling capabilities. Cash flows for the business will
immediately increase as a result of these initiatives.

The restructuring charges will include costs related to the elimination of
certain non-strategic brands, the elimination of underutilized capacity through
the closure of three manufacturing facilities and one distribution center,
realignment of the sales organization, a voluntary workforce reduction program,
and outsourcing the production of cocoa powder. The operating charges will
include costs related to selling off and reducing raw material inventories,
principally cocoa beans, no longer required to support operations and
write-downs of inventory related to products to be discontinued.

In announcing the new initiatives, Richard H. Lenny, President and Chief
Executive Officer, Hershey Foods Corporation, said, "Hershey is a great company
with immense strengths and an enviable track record. Our strategy both builds on
these strengths and capitalizes on significant growth opportunities across
Hershey's business system. The result will be consistent delivery of superior
financial performance that rewards shareholders over the long term."

Management will discuss the new value-enhancing strategies during a conference
call, also available by web cast, beginning at 10:00 a.m. today. Please go to
the Investor Relations Section of the Web site (http://www.hersheys.com) for
further details.

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 may 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 Company's ability to implement
improvements to and reduce costs associated with the Company's distribution
operations; pension cost factors, such as actuarial assumptions and employee
retirement decisions; the Company's ability to sell certain assets at targeted
values; and changes in raw material and other costs, as discussed in the
Company's Annual Report on Form 10-K for 2000.


Contact:  Christine M. Dugan:  717-534-7631
Financial Contact:  James A. Edris:  717-534-7556

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