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):         April 30, 2002
                                                     ---------------------------


                            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 4 Pages
                             Exhibit Index - Page 4






                      INFORMATION TO BE INCLUDED IN REPORT

Item 4.  Changes in Registrant's Certifying Accountant

         On April 30, 2002, the Board of Directors of Hershey Foods Corporation
(the "Company"), upon the recommendation of its Audit Committee, approved the
dismissal of Arthur Andersen LLP ("Andersen") as the Company's independent
auditors. Andersen had served as the Company's independent auditors since 1927.
A new independent public accounting firm has not yet been engaged to act as the
Company's independent auditors.

         Andersen's reports on the Company's consolidated financial statements
for the years ended December 31, 2001 and 2000 did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.

         During the years ended December 31, 2001 and 2000 and through the date
of this Form 8-K, there were no disagreements with Andersen on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Andersen's satisfaction, would have
caused them to make reference to the subject matter in connection with their
report on the Company's consolidated financial statements for such years; and
there were no reportable events, as listed in Item 304(a)(1)(v) of Regulation
S-K.

         The Company provided Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16 is a copy of Andersen's letter, dated May 1, 2002,
stating its agreement with such statements.

Item 7.  Financial Statements and Exhibits

(c)      Exhibits

         Exhibit 16    Letter from Arthur Andersen LLP to the Securities and
                       Exchange Commission dated May 1, 2002.








                                Page 2 of 4 Pages
                             Exhibit Index - Page 4







                                    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: May 1, 2002
      ------------


                                            HERSHEY FOODS CORPORATION



                                            By  /S/ Frank Cerminara
                                                ------------------------
                                                  Frank Cerminara
                                                  Senior Vice President,
                                                  Chief Financial Officer










                                Page 3 of 4 Pages
                             Exhibit Index - Page 4







                                  EXHIBIT INDEX

         Exhibit
         Number                          Description
         ------                          -----------

         16             Letter from Arthur Andersen LLP to the Securities and
                        Exchange Commission dated May 1, 2002.






















                             Page 4 of 4 Pages
                             Exhibit Index - Page 4








                                   EXHIBIT 16








Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

May 1, 2002


Dear Sir/Madam:

We have read Item 4 included in the Form 8-K dated May 1, 2002 of Hershey
Foods Corporation, to be filed with the Securities and Exchange Commission and
are in agreement with the statements contained therein.

Very truly yours,



/s/Arthur Andersen LLP
- ----------------------
ARTHUR ANDERSEN LLP


cc:      Frank Cerminara, Senior Vice President,
         Chief Financial Officer
         Hershey Foods Corporation