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)
   Matthews            Milton T
   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
   01/02
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)
   V.P., Chief Customer 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 12/31/01 (1)A 221.1700 A (1) 6,007.9300 I 401(k) Plan Common Stock 280.0000 I by Son 2 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 - ------------------------------------------------------------------------------------------------------------------------------------ Deferred Performance Share Unit$0.00000 02/08/01 A 392.0000 (2) Non-Qualified Stock Option $69.31000 01/22/02 A 10,000.0000 (4) 01/21/12 (right to buy) (3) 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 - ------------------------------------------------------------------------------------------------------------------------------------ Deferred Performance Share Unit02/08/01 Common Stock 392.0000 11,996.2160 D Direct (2) Non-Qualified Stock Option 01/22/02 Common Stock 10,000.0000 10,000.0000 D Direct (right to buy) (3) Explanation of Responses: (1) These shares were acquired from January 1, 2001 through December 31, 2001 pursuant to the Hershey Foods Corporation Employee Savings, Stock Investment and Ownership Plan (ESSIOP). These shares were purchased at various intervals, and the closing price on December 31, 2001 was $67.70. The exact price of each share at the date of acquisition is not readily determinable. (2) Performance Share Units (PSUs) are granted pursuant to the Corporation's 1987 Key Employee Incentive Plan. Each PSU is equivalent in value to one share of Hershey Foods Common Stock except in limited instances. PSU's are granted at the commencement of a long-term performance cycle and are contingent on the Corporation meeting certain goals. Once the performance cycle goals are satisfied, PSU awards are converted to stock or cash at the end of a cycle and can be deferred. All of the shares reflected were deferred. (3) These options were granted under the Hershey Foods Corporation 1987 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. (4) Options vest according to the following schedule: 25% vest on the first anniversary of the grant date, an additional 25% vest on the second anniversary of the grant date, an additional 25% vest on the third anniversary of the grant date, and the options become fully vested on the fourth anniversary of the grant date.
SIGNATURE OF REPORTING PERSON /S/ Matthews, Milton T DATE February 7, 2002