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
Arline, Marcella K
100 Crystal A Drive
Hershey, Pennsylvania l7033
2. Date of Event Requiring Statement (Month/Day/Year)
6/12/01
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,
Human Resources
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 2,610.5485 (1) I 401(k) Plan
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 01/03/98 01/02/06 Common Stock 12,800.0000$33.06250 D Direct
(right to buy) (2)
Non-Qualified Stock Option (3) 01/13/10 Common Stock 3,750.0000 $45.00000 D Direct
(right to buy) (2)
Non-Qualified Stock Option (4) 01/09/11 Common Stock 3,900.0000 $58.50000 D Direct
(right to buy) (2)
Non-Qualified Stock Option 01/19/00 01/19/08 Common Stock 7,500.0000 $61.50000 D Direct
(right to buy) (2)
Explanation of Responses:
(1)
These shares were acquired pursuant to the Hershey Foods Corporation Employee
Savings Stock Investment and Ownership Plan (ESSIOP). These shares were
purchased at various intervals and the closing price on June 15, 2001 was
$60.05.
(2)
These options were granted under the Corporation's 1987 Key Employee Incentive
Plan, and they have a stock withholding feature which permits withholding of
shares of stock at the time of exercise to satisfy the grantee's income tax
withholding rights.
(3)
Options were granted on January 13, 2000 and 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.
(4)
Options were granted on January 10, 2001 and 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/ Arline, Marcella K
DATE June 21, 2001