UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
1. Name and Address of Reporting Person
West, David J.
100 Crystal A Drive
Hershey, Pennsylvania l7033
2. Date of Event Requiring Statement (Month/Day/Year)
6/5/01
3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Hershey Foods Corporation (HSY)
5. Relationship of Reporting Person to Issuer (Check all applicable)
[ ] Director [ ] 10% Owner
[X] Officer (give title below) [ ] Other (specify below)
Vice President, Business
Planning & Development
6. If Amendment, Date of Original (Month/Day/Year)
7. 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 Beneficially Owned
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1)Title of Security 2)Amount of 3) 4)Nature of
Securities D Indirect
Beneficially or Beneficial
Owned I Ownership
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Common Stock 18,785.00 (1) D Direct
Table II Derivative Securitites Beneficially Owned
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1)Title of Derivative Security 2)Date Exercisable 3)Title and Amount of 4)Conver- 5)Ownership 6)Nature of
and Expiration Date Securities Underlying sion or Form of Indirect
(Month/Day/Year) Derivative Security exercise Derivative Beneficial
price of Security Ownership
Date Expira- Amount or Deri- Direct(D)
Exer- tion Number of vative or
cisable Date Title Shares Security Indirect(I)
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Non-Qualified Stock Option (3) 05/20/11 Common Stock 10,000.00 $59.03000 D Direct
(right to buy) (2)
Explanation of Responses:
(1)
Restricted stock units of which 9,393 vest in January 2002 and 9,392 vest in January 2003.
(2)
These options were granted under the Hershey Foods Corporation Key Employee
Incentive Plan, and they have a stock withholding feature which permits the
withholding of shares of stock at the time of exercise to satisfy the grantee's
income tax withholding rights.
(3)
Options vest according to the following schedule: 25% vest on the first
anniversary of the grant date, an additional 25% vest on the second anniversary
of the grant date, an additional 25% vest on the third anniversary of the grant
date, and the options become fully vested on the fourth anniversary of the grant
date.
SIGNATURE OF REPORTING PERSON
/S/ West, David J.
DATE June 13, 2001