Edgar Filing: HERSHEY CO

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TACKA DAVID W

2. Issuer Name and Ticker or Trading Symbol
HERSHEY CO [HSY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP, CAO

(Last)

(First)

(Middle)

100 CRYSTAL A DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2008

(Street)

HERSHEY, PA 17033

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
Common Stock	01/31/2008		M		7,326	A	$ 0 ⁽¹⁾	24,088.9441	D
Common Stock	01/31/2008		F		2,316	D	$ 35.68	21,772.9441 ⁽²⁾	D
Common Stock								5,272.024	I	401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Deferred Performance Stock Units

$ 0 ⁽¹⁾

01/31/2008

7,326

⁽³⁾

Common Stock

7,326

$ 0 ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TACKA DAVID W 100 CRYSTAL A DRIVE HERSHEY, PA 17033			VP, CAO

Signatures

Tacka David W.		01/31/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each Deferred Performance Stock Unit represents a contingent right to receive one share of Common Stock of The Hershey Company.
(2)	The total amount of securities reported as directly owned by the reporting person in Column 5 of Table I includes the acquisition of the following shares: 28.9510 shares on June 15, 2006; 33.5248 shares on September 15, 2006; 34.1269 shares on December 15, 2006; 32.4321 shares on March 14, 2007; 34.4215 shares on June 15, 2007; 42.5560 shares on September 14, 2007; and 50.7553 shares on December 14, 2007 pursuant to the Company's Dividend Reinvestment Plan.
(3)	The reporting person received payment of the Deferred Performance Stock Units for an equal number of shares of the Company's Common Stock on January 31, 2008.
Remarks: The total amount of securities reported as indirectly owned by the reporting person in Column 5 of Table I (401(k) Plan) includes 103.6600 shares acquired from April 1, 2007 through January 23, 2008, pursuant to the Company's 401(k) Plan. These shares were acquired at various intervals. The closing price on January 23, 2008 was $36.39. The exact price of each share at the date of acquisition is not readily determinable.

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