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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SNYDER BURTON H (Last) (First) (Middle) 100 CRYSTAL A DRIVE (Street) HERSHEY PA 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) Director 10% Owner X Officer (give title below) Other (specify below) SVP, Gen. Counsel & Sec.
	3. Date of Earliest Transaction (Month/Day/Year) 08/23/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/23/2004		M		300	A	$22.5	300	D
Common Stock	08/23/2004		S		300	D	$47.95	0	D
Common Stock	08/23/2004		M		7,200	A	$22.5	7,200	D
Common Stock	08/23/2004		S		7,200	D	$47.91	0	D
Common Stock	08/23/2004		M		7,100	A	$22.5	7,100	D
Common Stock	08/23/2004		S		7,100	D	$47.8	0	D
Common Stock								2,360.29	I	401(k) Plan

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (right to buy)(1)	$22.5	08/23/2004		M			300	(2)	01/13/2010	Common Stock	300	$0	24,300	D
Non-Qualified Stock Option (right to buy)(1)	$22.5	08/23/2004		M			7,200	(2)	01/13/2010	Common Stock	7,200	$0	17,100	D
Non-Qualified Stock Option (right to buy)(1)	$22.5	08/23/2004		M			7,100	(2)	01/13/2010	Common Stock	7,100	$0	10,000	D

Explanation of Responses:

1. These options are from an option grant previously reported as 12,300 options and an exercise price of $45.00. The option grant was adjusted to reflect the acquisition of 12,300 additional options and an exercise price of $22.50 as a result of a 2-for-1 stock split effectuated on June 15, 2004.

2. The options vest according to the following schedule: 25% vested on January 13, 2001; an additional 25% vested on January 13, 2002; an additional 25% vested on January 13, 2003; and the final 25% vested on January 13, 2004.

Remarks:

The total amount of securities reported as indirectly owned by the reporting person in Column 5 of Table I (401(k) Plan) includes 38.02 shares acquired from May 1, 2004 through July 30, 2004 pursuant to the Hershey Foods Corporation Employee Savings Stock Investment and Ownership Plan (ESSIOP). These shares were acquired at various intervals, and the closing price on July 30, 2004 was $48.44. The exact price of each share at the date of acquisition is not readily determinable. The total amount also includes the acquisition of 1,166.67 additional shares as a result of a 2-for-1 stock split effectuated on June 15, 2004.

	Burton H Snyder	08/24/2004
	** Signature of Reporting Person	Date
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