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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 		 
OMB APPROVAL
OMB Number: 3235-0287
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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*
LENNY RICHARD 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/30/2004
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 08/30/2004 M 100 A $32.325 125,082.7934 D
Common Stock 08/30/2004 S 100 D $48.12 124,982.7934 D
Common Stock 08/30/2004 M 800 A $32.325 125,782.7934 D
Common Stock 08/30/2004 S 800 D $48.17 124,982.7934 D
Common Stock 08/30/2004 M 1,200 A $32.325 126,182.7934 D
Common Stock 08/30/2004 S 1,200 D $48.16 124,982.7934 D
Common Stock 08/30/2004 M 10,400 A $32.325 135,382.7934 D
Common Stock 08/30/2004 S 10,400 D $48.15 124,982.7934 D
Common Stock 08/30/2004 M 11,200 A $32.325 136,182.7934 D
Common Stock 08/30/2004 S 11,200 D $48 124,982.7934 D
Common Stock 08/30/2004 M 300 A $32.325 125,282.7934 D
Common Stock 08/30/2004 S 300 D $48.01 124,982.7934 D
Common Stock 08/30/2004 M 18,300 A $32.325 143,282.7934 D
Common Stock 08/30/2004 S 18,300 D $48.02 124,982.7934 D
Common Stock 08/30/2004 M 32,100 A $32.325 157,082.7934 D
Common Stock 08/30/2004 S 32,100 D $48 124,982.7934 D
Common Stock 08/30/2004 M 200 A $32.325 125,182.7934 D
Common Stock 08/30/2004 S 200 D $48.01 124,982.7934 D
Common Stock 08/30/2004 M 200 A $32.325 125,182.7934 D
Common Stock 08/30/2004 S 200 D $48.06 124,982.7934 D
Common Stock 08/30/2004 M 200 A $32.325 125,182.7934 D
Common Stock 08/30/2004 S 200 D $48.07 124,982.7934(1) D
Common Stock 627.94 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)(2) $32.325 08/30/2004 M 100 (3) 03/12/2011 Common Stock 100 $0 699,900 D
Non-Qualified Stock Option (right to buy)(2) $32.325 08/30/2004 M 800 (3) 03/12/2011 Common Stock 800 $0 699,100 D
Non-Qualified Stock Option (right to buy)(2) $32.325 08/30/2004 M 1,200 (3) 03/12/2011 Common Stock 1,200 $0 697,900 D
Non-Qualified Stock Option (right to buy)(2) $32.325 08/30/2004 M 10,400 (3) 03/12/2011 Common Stock 10,400 $0 687,500 D
Non-Qualified Stock Option (right to buy)(2) $32.325 08/30/2004 M 11,200 (3) 03/12/2011 Common Stock 11,200 $0 676,300 D
Non-Qualified Stock Option (right to buy)(2) $32.325 08/30/2004 M 300 (3) 03/12/2011 Common Stock 300 $0 676,000 D
Non-Qualified Stock Option (right to buy)(2) $32.325 08/30/2004 M 18,300 (3) 03/12/2011 Common Stock 18,300 $0 657,700 D
Non-Qualified Stock Option (right to buy)(2) $32.325 08/30/2004 M 32,100 (3) 03/12/2011 Common Stock 32,100 $0 625,600 D
Non-Qualified Stock Option (right to buy)(2) $32.325 08/30/2004 M 200 (3) 03/12/2011 Common Stock 200 $0 625,400 D
Non-Qualified Stock Option (right to buy)(2) $32.325 08/30/2004 M 200 (3) 03/12/2011 Common Stock 200 $0 625,200 D
Non-Qualified Stock Option (right to buy)(2) $32.325 08/30/2004 M 200 (3) 03/12/2011 Common Stock 200 $0 625,000 D
Explanation of Responses:
1. The total amount includes the acquisition of 62,490.5490 additional shares as a result of a 2-for-1 stock split effectuated on June 15, 2004.
2. These options are from an option grant previously reported as 400,000 options at an exercise price of $64.65. On May 26, 2004, the reporting person exercised 50,000 options from this grant, leaving a balance of 350,000 options. The option grant was adjusted to reflect an exercise price of $32.325 and the acquisition of 350,000 additional options as a result of a 2-for-1 stock split effectuated on June 15, 2004.
3. The options vest according to the following schedule: 25% vested on March 12, 2002; an additional 25% vested on March 12, 2003; an additional 25% vested on March 12, 2004; and the final 25% will vest on March 12, 2005.
Remarks:
The total amount of securities reported as indirectly owned by the reporting person in Column 5 of Table I (401(k) Plan) includes 1.27 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 313.4300 additional shares as a result of a 2-for-1 stock split effectuated on June 15, 2004.
By: Burton H. Snyder, as Attorney-in-Fact For: Richard H. Lenny 09/01/2004
** 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.
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