UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

[   ] Check box if no longer subject to Section 16. Form 4 or Form 5 obligations
    may continue.

[ ] Form 3 Holdings Reported

[ ] Form 4 Transactions Reported

1. Name and Address of Reporting Person(s)
   Hill, Bonnie G.
   100 Crystal A Drive


   Hershey, PA  17033
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
   12/01
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
   [X] Director                   [ ] 10% Owner
   [ ] Officer (give title below) [ ] Other (specify below)

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 Amount D Price End of Year I - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock 10/01/01 A 154.6310 A D Direct Common Stock 12/31/01 J 16.0001 A $0.00000 (1) 1,248.8038 D Direct Common Stock 150.0000 I by Trust Table II (PART 1) Derivative Securitites 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 A D Exercisable Expiration - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock Equivalents (2) 12/15/01 (3) J 283.7940 Table II (PART 2) Derivative Securitites 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 Year - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock Equivalents (2) 12/15/01 Common Stock 283.7940 (4) 2,462.6990 D Direct (3) Explanation of Responses: (1) These shares have been acquired from January 1, 2001 through December 31, 2001 pursuant to a Hershey Foods Dividend Reinvestment Plan. Shares were purchased quarterly at prices ranging from $61.71 to $69.32. (2) These units were acquired as dividends reinvested on units deferred previously under the Director's Compensation Plan and new deferrals of 2001 director's fees under the Plan; 40.767 units were reinvested dividends and 243.027 were deferrals of 2001 director's fees. (3) Reinvested dividends were acquired on 3/15/01, 6/15/01, 9/14/01 and 12/17/01; and 2001 deferred director's fees were credited on 5/1/01 and 12/15/01. (4) Units were acquired at various times throughout the year as noted in Footnote 3. These prices range from $59.77 to $66.16.
SIGNATURE OF REPORTING PERSON /S/ Hill, Bonnie G. DATE FEBRUARY 7, 2002