8-K

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) September 18, 2002


HERSHEY FOODS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other
jurisdiction of
organization)

1-183
(Commission File
Number)

23-0691590
(I.R.S. Employer
Identification
Number)

100 Crystal A Drive, Hershey, Pennsylvania 17033
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:
(717)534-6799

ITEM 5. OTHER EVENTS

            Hershey Foods Corporation’s (the “Corporation”) press releases of September 18, 2002 announcing the termination of the Corporation’s sale process are filed as exhibits hereto and are incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a)-(b)  Not Applicable.

(c)        Exhibits.

Exhibit Number

   99.1   

   99.2    Description

Hershey Foods Corporation Press Release,
dated September 18, 2002

Hershey Foods Corporation Press Release,
dated September 18, 2002

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 hereunto duly authorized.

HERSHEY FOODS CORPORATION
By:	/s/ BURTON H. SNYDER
	Name: Title:	Burton H. Snyder Senior Vice President, General Counsel and Secretary

Date:  September 18, 2002

EXHIBIT INDEX

Exhibit Number

   99.1   

   99.2    Description

Hershey Foods Corporation Press Release,
dated September 18, 2002

Hershey Foods Corporation Press Release,
dated September 18, 2002

EX-99.1

Exhibit 99.1

HERSHEY, Pa, Sep 18, 2002/PRNewswire-FirstCall via COMTEX/--Hershey Foods Corporation (NYSE: HSY) announced today that it was informed tonight by the Hershey Trust Company, as Trustee for the Milton Hershey School, that the Trust’s Board of Directors has voted to instruct the Company to terminate the sale process that the company initiated at the direction of the Trust.

Hershey Foods Corporation is the leading North American manufacturer of quality chocolate and non-chocolate confectionery and chocolate-related grocery products; some of the Company’s most popular products include REESE’S(R) peanut butter cups, HERSHEY(R)‘S chocolate and chocolate with almonds bars, HERSHEY (R)‘S KISSES(R) chocolates, KIT KAT(R) wafer bars, TWIZZLERS(R) candy, HERSHEY(R)‘S cocoa and HERSHEY(R)‘S syrup. The Company also is a market leader in the gum and mint category with such well-known brands as ICE BREAKERS(R), CARE FREE(R) chewing gum and mints and BUBBLE YUM(R) bubble gum.

CONTACT: John Long, +1-717-534-7631 for Hershey Foods Corporation SOURCE Hershey Foods Corporation

EX-99.2

Exhibit 99.2

Hershey Foods Reaffirms Its Strength

HERSHEY, Pa., September 18, 2002 – The Board of Directors, management and employees of Hershey Foods Corporation (NYSE:HSY) today reaffirmed their commitment to the long-term, value-enhancing strategy embarked upon earlier this year. The company affirmed the termination of the sale process and also stated that its Board of Directors has not been approached by the Milton Hershey School Trust regarding repurchasing stock from the Trust, nor does it have any intention of renewing the stock repurchase proposal previously rejected by the Trust prior to the commencement of the sale process.

            Richard H. Lenny, Chairman, President and Chief Executive Officer, said, “There has been significant disruption to our company, employees and the communities in which we live and work over the past few months. However, Hershey Foods remains a competitively advantaged market leader in an attractive category. We also have a truly outstanding workforce, one that consistently has maintained focus and shown courage in the face of significant uncertainty about our future as an independent company. Our mission, as always, is to bring our energy and attention to the task of building our brands and capitalizing on the immense strengths that were so clearly evident to potential acquirers.”

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Contact: John C. Long: (717) 534-7631