SEC Filing | The Hershey Company

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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CAVANAUGH ROBERT F

(Last)

(First)

(Middle)

100 CRYSTAL A DRIVE

(Street)

HERSHEY

17033

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HERSHEY FOODS CORP [ HSY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. 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 (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/15/2004		A		177.145	A	$77.62	670.426	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

	By: Bonnie S. Martin, as Attorney in Fact For: Robert F. Cavanaugh	03/15/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Microsoft Word 11.0.5604;POWER OF ATTORNEY

NOTICE

THE PURPOSE OF THIS POWER OF ATTORNEY IS TO GIVE THE PERSON YOU DESIGNATE (YOUR
"AGENT") BROAD POWERS TO HANDLE YOUR PROPERTY, WHICH MAY INCLUDE POWERS TO SELL
OR OTHERWISE DISPOSE OF ANY REAL OR PERSONAL PROPERTY WITHOUT ADVANCE NOTICE TO
YOU OR APPROVAL BY YOU.

THIS POWER OF ATTORNEY DOES NOT IMPOSE A DUTY ON YOUR AGENT TO EXERCISE GRANTED
POWERS, BUT WHEN POWERS ARE EXERCISED, YOUR AGENT MUST USE DUE CARE TO ACT FOR
YOUR BENEFIT AND IN ACCORDANCE WITH THIS POWER OF ATTORNEY.

YOUR AGENT MAY EXERCISE THE POWERS GIVEN HERE THROUGHOUT YOUR LIFETIME, EVEN
AFTER YOU BECOME INCAPACITATED, UNLESS YOU EXPRESSLY LIMIT THE DURATION OF THESE
POWERS OR YOU REVOKE THESE POWERS OR A COURT ACTING ON YOUR BEHALF TERMINATES
YOUR AGENT'S AUTHORITY.

YOUR AGENT MUST KEEP YOUR FUNDS SEPARATE FROM YOUR AGENT'S FUNDS.

A COURT CAN TAKE AWAY THE POWERS OF YOUR AGENT IF IT FINDS YOUR AGENT IS NOT
ACTING PROPERLY.

THE POWERS AND DUTIES OF AN AGENT UNDER A POWER OF ATTORNEY ARE EXPLAINED MORE
FULLY IN 20 PA.C.S. CH. 56.

IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT UNDERSTAND, YOU SHOULD ASK
A LAWYER OF YOUR OWN CHOOSING TO EXPLAIN IT TO YOU.

I HAVE READ OR HAD EXPLAINED TO ME THIS NOTICE AND I UNDERSTAND ITS CONTENTS.


December 2, 2003           /s/ Robert F. Cavanaugh, Principal




KNOW ALL MEN by these presents, that the undersigned, hereby constitutes and
appoints Burton H. Snyder, Steven J. Holsinger and Bonnie S. Martin and each his
true and lawful attorney-in-fact to:

       (1)  execute for and on behalf of the undersigned Forms 3, 4 and 5
relating to transactions in securities of Hershey Foods Corporation in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder;

       (2)  execute for and on behalf of the undersigned Form 144 relating to
transactions in securities of Hershey Foods Corporation in accordance with Rule
144 of the Securities Act of 1933 and the rules thereunder;

       (3)  do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete the execution of any such Forms
3, 4, 5 and 144 and the timely filing of such forms with the United States
Securities and Exchange Commission and any other authority; and

       (4)  take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required of, the undersigned, it being
understood that the documents executed by each such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as each such attorney-in-fact may
approve in his/her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that each such attorney-in-fact shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, each in serving in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934 and Rule 144 of
the Securities Act of 1933.

This power of attorney shall remain in full force and effect until such time as
the undersigned terminates it in writing.

December 2, 2003                            /s/ Robert F. Cavanaugh


ACKNOWLEDGEMENT

I,  Burton H. Snyder, have read the Power of Attorney and am one of three
persons identified as the agents for the principal.  I hereby acknowledge that
in the absence of a specific provision to the contrary in the power of attorney
or in 20 Pa.C.S. when I act as agent:

         I shall exercise the powers for the benefit of the principal.

         I shall keep the assets of the principal separate from my assets.

         I shall exercise reasonable caution and prudence.

         I shall keep a full and accurate record of all actions, receipts and
disbursements on behalf the principal.



December 3, 2003                            /s/ Burton H. Snyder


ACKNOWLEDGEMENT


I,  Steven J. Holsinger, have read the Power of Attorney and am one of three
persons identified as the agents for the principal.  I hereby acknowledge that
in the absence of a specific provision to the contrary in the power of attorney
or in 20 Pa.C.S. when I act as agent:

         I shall exercise the powers for the benefit of the principal.

         I shall keep the assets of the principal separate from my assets.

         I shall exercise reasonable caution and prudence.

         I shall keep a full and accurate record of all actions, receipts and
disbursements on behalf the principal.



December 3, 2003                            /s/ Steven J. Holsinger




ACKNOWLEDGEMENT


I,  Bonnie S. Martin, have read the Power of Attorney and am one of three
persons identified as the agents for the principal.  I hereby acknowledge that
in the absence of a specific provision to the contrary in the power of attorney
or in 20 Pa.C.S. when I act as agent:

         I shall exercise the powers for the benefit of the principal.

         I shall keep the assets of the principal separate from my assets.

         I shall exercise reasonable caution and prudence.

         I shall keep a full and accurate record of all actions, receipts and
disbursements on behalf the principal.



December 3, 2003                            /s/ Bonnie S. Martin