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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

BRACE RAYMOND

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2005

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)

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)
Non-Qualified Stock Option (right to buy)⁽¹⁾	$30.75	02/02/2005		M			1,400	01/19/2000	01/19/2008	Common Stock	1,400	$0	0	D
Non-Qualified Stock Option (right to buy)⁽²⁾	$31.8438	02/02/2005		M			1,800	02/03/2000	02/03/2008	Common Stock	1,800	$0	4,200	D
Non-Qualified Stock Option (right to buy)⁽²⁾	$31.8438	02/02/2005		M			1,300	02/03/2000	02/03/2008	Common Stock	1,300	$0	2,900	D
Non-Qualified Stock Option (right to buy)⁽²⁾	$31.8438	02/02/2005		M			100	02/03/2000	02/03/2008	Common Stock	100	$0	2,800	D
Non-Qualified Stock Option (right to buy)⁽²⁾	$31.8438	02/02/2005		M			400	02/03/2000	02/03/2008	Common Stock	400	$0	2,400	D
Non-Qualified Stock Option (right to buy)⁽²⁾	$31.8438	02/02/2005		M			600	02/03/2000	02/03/2008	Common Stock	600	$0	1,800	D
Non-Qualified Stock Option (right to buy)⁽²⁾	$31.8438	02/02/2005		M			400	02/03/2000	02/03/2008	Common Stock	400	$0	1,400	D
Non-Qualified Stock Option (right to buy)⁽²⁾	$31.8438	02/02/2005		M			800	02/03/2000	02/03/2008	Common Stock	800	$0	600	D
Non-Qualified Stock Option (right to buy)⁽²⁾	$31.8438	02/02/2005		M			600	02/03/2000	02/03/2008	Common Stock	600	$0	0	D

Explanation of Responses:

1. These options are from an option grant previously reported as 6,900 options at an exercise price of $61.50. The option grant was adjusted to reflect the two-for-one stock split on June 15, 2004.

2. These options are from an option grant previously reported as 3,000 options at an exercise price of $63.6875. The option grant was adjusted to reflect the two-for-one stock split on June 15, 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 204.1200 shares acquired from April 1, 2004 through December 31, 2004; and 42.9400 shares acquired from January 1, 2005 through January 31, 2005 pursuant to the Hershey Foods Corporation Employee Savings Stock Investment and Ownership Plan (ESSIOP). These shares were acquired at various intervals. The closing price on December 31, 2004 was $55.54 and the closing price on January 31, 2005 was $58.49. The exact price of each share at the date of acquisition is not readily determinable. The total amount also includes the acquisition of 7,837.7600 additional shares as a result of the two-for-one stock split on June 15, 2004.

	By: Bonnie S. Martin, as Attorney-in-Fact For: Raymond Brace	02/04/2005
	** 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.

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.


01/15/2004                    /s/ Raymond Brace, 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.

01/15/2004                    /s/ Raymond Brace, Principal


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.


01/23/2004                         /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.


01/23/2004                         /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.


01/23/2004                         /s/ Bonnie S. Martin