UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended   July 1, 2001

OR

For the transition period from ___________to__________

Commission file number:    1-183

HERSHEY FOODS CORPORATION
100 Crystal A Drive
Hershey, PA 17033


Registrant's telephone number: 717-534-6799

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   [ X ]      No   [   ]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common Stock, $1 par value - 105,251,808 shares, as of July 31, 2001.   Class B Common Stock, $1 par value - 30,435,308 shares, as of July 31, 2001

Exhibit Index - Page 18

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PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)

 HERSHEY FOODS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in thousands except per share amounts)For the Three Months Ended
--------------------------
July 1, July 2,
2001 2000------- -------Net Sales $ 898,859 $ 836,204
------------ ------------Costs and Expenses:Cost of sales 516,638 502,070
Selling, marketing and administrative 282,670 250,722
------------ ------------
Total costs and expenses 799,308 752,792
------------ ------------Income before Interest and Income Taxes 99,551 83,412
Interest expense, net 16,927 17,843
------------ ------------Income before Income Taxes 82,624 65,569
Provision for income taxes 30,185 25,573
------------ ------------Net Income $ 52,439 $ 39,996
============ ============Net Income Per Share-Basic $ .38 $ .29
============ ============Net Income Per Share-Diluted $ .38 $ .29
============ ============Average Shares Outstanding-Basic 136,410 137,415
============ ============Average Shares Outstanding-Diluted 137,820 138,532
============ ============Cash Dividends Paid per Share:Common Stock $ .2800 $ .260
============ ============
Class B Common Stock $ .2525 $ .235
============ ============
The accompanying notes are an integral part of these statements.

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 HERSHEY FOODS CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in thousands except per share amounts)For the Six Months Ended
------------------------
July 1, July 2,
2001 2000------ ------Net Sales $ 1,979,140 $ 1,829,319
------------ ------------Costs and Expenses:Cost of sales 1,154,144 1,107,167
Selling, marketing and administrative 581,289 504,522
------------ ------------
Total costs and expenses 1,735,433 1,611,689
------------ ------------Income before Interest and Income Taxes 243,707 217,630
Interest expense, net 34,224 35,373
------------ ------------Income before Income Taxes 209,483 182,257
Provision for income taxes 78,138 71,081
------------ ------------Net Income $ 131,345 $ 111,176
============ ============Net Income Per Share-Basic $ .96 $ .81
============ ============Net Income Per Share-Diluted $ .95 $ .80
============ ============Average Shares Outstanding-Basic 136,580 137,930
============ ============Average Shares Outstanding-Diluted 138,034 138,870
============ ============Cash Dividends Paid per Share:Common Stock $ .560 $ .52
============ ============
Class B Common Stock $ .505 $ .47
============ ============
The accompanying notes are an integral part of these statements.

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HERSHEY FOODS CORPORATION
CONSOLIDATED BALANCE SHEETS
JULY 1, 2001 AND DECEMBER 31, 2000
(in thousands of dollars)ASSETS 2001 2000 ------ ------Current Assets:Cash and cash equivalents $ 21,071 $ 31,969
Accounts receivable - trade 256,517 379,680
Inventories 798,308 605,173
Deferred income taxes 85,480 76,136
Prepaid expenses and other 83,939 202,390
------------- --------------
Total current assets 1,245,315 1,295,348
------------- --------------Property, Plant and Equipment, at cost 2,836,230 2,764,845
Less-accumulated depreciation and amortization (1,252,184) (1,179,457)
------------- --------------
Net property, plant and equipment 1,584,046 1,585,388
------------- --------------Intangibles Resulting from Business Acquisitions, net 466,938 474,448Other Assets 131,200 92,580
------------- --------------
Total assets $ 3,427,499 $ 3,447,764
============= ==============LIABILITIES AND STOCKHOLDERS' EQUITYCurrent Liabilities:Accounts payable $ 155,866 $ 149,232
Accrued liabilities 303,622 358,067
Accrued income taxes 16,729 1,479
Short-term debt 277,843 257,594
Current portion of long-term debt 840 529
------------- --------------
Total current liabilities 754,900 766,901Long-term Debt 877,415 877,654Other Long-term Liabilities 326,560 327,674Deferred Income Taxes 300,717 300,499
------------- --------------
Total liabilities 2,259,592 2,272,728
------------- --------------Stockholders' Equity:Preferred Stock, shares issued:
none in 2001 and 2000 --- ---
Common Stock, shares issued:
149,510,814 in 2001 and 149,509,014 in 2000 149,510 149,508
Class B Common Stock, shares issued:
30,440,058 in 2001 and 30,441,858 in 2000 30,440 30,442
Additional paid-in capital 7,045 13,124
Unearned ESOP compensation (17,564) (19,161)
Retained earnings 2,759,736 2,702,927
Treasury-Common Stock shares at cost:
44,257,631 in 2001 and 43,669,284 in 2000 (1,683,682) (1,645,088)
Accumulated other comprehensive loss (77,578) (56,716)
------------- --------------
Total stockholders' equity 1,167,907 1,175,036
------------- --------------
Total liabilities and stockholders' equity $ 3,427,499 $ 3,447,764
============= ==============
The accompanying notes are an integral part of these balance sheets.

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HERSHEY FOODS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of dollars)For the Six Months Ended
------------------------
July 1, July 2,
2001 2000------- -------Cash Flows Provided from (Used by) Operating ActivitiesNet Income $ 131,345 $ 111,176
Adjustments to Reconcile Net Income to Net Cash
Provided from Operations:
Depreciation and amortization 94,204 86,897
Deferred income taxes 3,263 (13,276)
Changes in assets and liabilities:
Accounts receivable - trade 123,163 91,469
Inventories (210,235) (128,409)
Accounts payable 6,634 (4,468)
Other assets and liabilities 39,867 (72,209)
------------ -------------
Net Cash Flows Provided from Operating Activities 188,241 71,180
------------ -------------Cash Flows Provided from (Used by) Investing ActivitiesCapital additions (78,586) (61,989)
Capitalized software additions (3,085) (2,974)
Other, net (6,163) (4,508)
------------ -------------
Net Cash Flows (Used by) Investing Activities (87,834) (69,471)
------------ -------------Cash Flows Provided from (Used by) Financing ActivitiesNet increase in short-term debt 20,249 68,230
Long-term borrowings 354 102
Repayment of long-term debt (359) (2,345)
Cash dividends paid (74,536) (70,118)
Exercise of stock options 18,844 4,708
Incentive plan transactions (46,256) (12,049)
Repurchase of Common Stock (29,601) (73,115)
------------ -------------
Net Cash Flows (Used by) Financing Activities (111,305) (84,587)
------------ -------------
(Decrease) in Cash and Cash Equivalents (10,898) (82,878)
Cash and Cash Equivalents, beginning of period 31,969 118,078
------------ -------------
Cash and Cash Equivalents, end of period $ 21,071 $ 35,200
============ =============

Interest Paid $ 35,998 $ 38,081
============ =============
Income Taxes Paid $ 50,999 $ 137,596
============ =============
The accompanying notes are an integral part of these statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Six Months Ended
------------------------
July 1, 2001 July 2, 2000
------------ ------------
(in thousands of dollars)Interest expense $ 36,633 $ 37,908
Interest income (1,559) (2,534)
Capitalized interest (850) (1)
---------- ----------
Interest expense, net $ 34,224 $ 35,373
========== ==========

3. NET INCOME PER SHARE


A total of 44,257,631 shares were held as Treasury Stock as of July 1, 2001.

In accordance with Statement of Financial Accounting Standards No. 128,“ Earnings Per Share,”  Basic and Diluted Earnings per Share are computed based on the weighted-average number of shares of the Common Stock and the Class B Stock outstanding as follows:

For the Three Months Ended
--------------------------------
July 1, 2001 July 2, 2000
------------ ------------
(in thousands of dollars except per share amounts)Net income $ 52,439 $ 39,996
=========== ===========
Weighted-average shares-basic 136,410 137,415
Effect of dilutive securities:
Employee stock options 1,364 1,105
Performance and restricted stock units 46 12
----------- -----------
Weighted-average shares - diluted 137,820 138,532
=========== ===========
Net income per share - basic $ .38 $ .29
=========== ===========
Net income per share-diluted $ .38 $ .29
=========== ===========

Employee stock options for 1,963,950 shares and 1,800,100 shares wer e anti-dilutive and were excluded from the earnings per share calculation for the three months ended July 1, 2001 and July 2, 2000, respectively.

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For the Six Months Ended
---------------------------
July 1, 2001 July 2, 2000
------------ ------------
(in thousands of dollars except per share amounts)Net income $ 131,345 $ 111,176
=========== ===========
Weighted-average shares-basic 136,580 137,930
Effect of dilutive securities:
Employee stock options 1,407 929
Performance and restricted stock units 47 11
----------- -----------
Weighted-average shares - diluted 138,034 138,870
=========== ===========
Net income per share - basic $ .96 $ .81
=========== ===========
Net income per share-diluted $ .95 $ .80
=========== ===========

Employee stock options for 1,963,950 shares and 5,534,550 shares were anti-dilutive and were excluded from the earnings per share calculation for the six months ended July 1, 2001 and July 2, 2000, respectively.

4. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES


In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 133, “ Accounting for Derivative Instruments and Hedging Activities”   (SFAS No. 133). Subsequently, the FASB issued Statement No. 137, “ Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133, an amendment of FASB Statement No. 133”  and Statement No. 138, “ Accounting for Certain Derivative Instruments and Certain Hedging Activities, an amendment of FASB Statement No. 133.”   SFAS No. 133, as amended, establishes accounting and reporting standards requiring that every derivative instrument be recorded in the balance sheet as either an asset or liability measured at its fair value. SFAS No. 133 requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement, to the extent effective, and requires that a company must formally document, designate, and assess the effectiveness of transactions that receive hedge accounting.

The Corporation adopted SFAS No. 133 as of January 1, 2001. The adoption of SFAS No. 133 is not expected to have a significant impact on the Corporation's results of operations and financial position. However, as discussed in the following paragraphs, SFAS No. 133 could increase volatility in other comprehensive income and involve certain changes in the Corporation's business practices.

SFAS No. 133, as amended, provides that the effective portion of the gain or loss on a derivative instrument designated and qualifying as a cash flow hedging instrument be reported as a component of other comprehensive income and be reclassified into earnings in the same period or periods during which the transaction affects earnings. The remaining gain or loss on the derivative instrument, if any, must be recognized currently in earnings. All derivative instruments currently utilized by the Corporation are designated as cash flow hedges.

Objectives, Strategies and Accounting Policies Associated with Derivative Instruments

The Corporation utilizes certain derivative instruments, including interest rate swap agreements, foreign currency forward exchange contracts and commodity futures contracts, to manage variability in cash flows associated with interest rate, currency exchange rate and commodity market price risk exposures. The interest rate swaps and foreign currency contracts are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. Commodity futures contracts are entered into for varying periods and are intended and effective as hedges of market price risks associated with the purchase of raw materials for anticipated manufacturing requirements. If it is probable that hedged forecasted transactions will not occur either by the end of the originally specified time period or within an additional two-month period of time, derivative gains and losses reported in Accumulated Other Comprehensive Loss on the Consolidated Balance Sheet are immediately reclassified into earnings. Gains and losses on terminated derivatives designated as hedges are accounted for as part of the

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originally hedged transaction. Gains and losses on derivatives designated as hedges of items that mature or are sold or terminated, are recognized in income in the same period as the originally hedged transaction was anticipated to affect earnings. The Corporation utilizes derivative instruments as cash flow hedges and does not hold or issue derivative instruments for trading purposes. In entering into these contracts, the Corporation has assumed the risk that might arise from the possible inability of counterparties to meet the terms of their contracts. The Corporation does not expect any losses as a result of counterparty defaults.

Interest Rate Swap Agreements

In order to minimize its financing costs and to manage interest rate exposure, the Corporation, from time to time, enters into interest rate swap agreements. In February 2001, the Corporation entered into interest rate swap agreements to effectively convert interest-rate-contingent rental payments on certain operating leases from a variable to a fixed rate. Rental payments on operating leases associated with the financing of construction of a warehouse and distribution facility near Hershey, Pennsylvania for $61.7 million and the financing of the purchase of a warehouse and distribution facility near Atlanta, Georgia for $18.2 million are variable based on the London Interbank Offered Rate (LIBOR). Such contingent operating lease rental payments are forecasted transactions as defined by SFAS No. 133, as amended. The interest rate swap agreements effectively convert the interest-rate-contingent rental payments on the operating leases from LIBOR to a fixed rate of 6.1%. The interest rate swap agreements qualify as cash flow hedges and the notional amounts, interest rates and terms of the swap agreements are consistent with the underlying operating lease agreements they are intended to hedge and, therefore, there is no hedge ineffectiveness. Gains or losses on the interest rate swap agreements are included in other comprehensive income and are recognized in cost of sales as part of shipping and distribution expense in the same period as the hedged rental payments affect earnings.

The fair value of the interest rate swap agreements was determined based upon the quoted market price for the same or similar financial instruments and was included on the Consolidated Balance Sheet as Other Assets, with the offset reflected in Accumulated Other Comprehensive Loss, net of income taxes. The Corporation's risk related to the interest rate swap agreements is limited to the cost of replacing the agreements at prevailing market rates

Foreign Exchange Forward Contracts

The Corporation enters into foreign exchange forward contracts to hedge transactions primarily related to firm commitments to purchase equipment, certain raw materials and finished goods denominated in foreign currencies, and to hedge payment of intercompany transactions with its non-domestic subsidiaries. These contracts reduce currency risk from exchange rate movements. Foreign currency price risks are hedged generally for periods from 3 to 24 months.

Foreign exchange forward contracts are intended and effective as hedges of firm, identifiable, foreign currency commitments. Since there is a direct relationship between the foreign currency derivatives and the foreign currency denomination of the transactions, foreign currency derivatives are highly effective in hedging cash flows related to transactions denominated in the corresponding foreign currencies. These contracts meet the criteria for cash flow hedge accounting treatment and, accordingly, gains or losses are included in other comprehensive income and are recognized in cost of sales or selling, marketing and administrative expense in the same period that the hedged items affect earnings.

The fair value of foreign exchange forward contracts was estimated by obtaining quotes for future contracts with similar terms, adjusted where necessary for maturity differences, and was included on the Consolidated Balance Sheet as Accrued Liabilities with the offset reflected in Accumulated Other Comprehensive Loss, net of income taxes.

Commodities Futures Contracts

In connection with the purchasing of cocoa, sugar, corn sweeteners, natural gas and certain dairy products for anticipated manufacturing requirements, the Corporation enters into commodities futures contracts as deemed appropriate to reduce the effect of price fluctuations. Commodity price risks are hedged generally for periods from 3 to 24 months. Commodities futures contracts meet the hedge criteria and are accounted for as cash flow hedges. Accordingly, gains and losses are included in other comprehensive income and are recognized ratably in cost of sales in the same period that the hedged raw material manufacturing requirements are recorded in cost of sales.



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In order to qualify as a hedge of commodity price risk, it must be demonstrated that the changes in fair value of the commodities futures contracts are highly effective in hedging price risks associated with commodity purchases for manufacturing requirements. The assessment of hedge effectiveness for commodities futures is performed on a quarterly basis by calculating the change in switch values relative to open commodities futures contracts being held and the number of futures contracts needed to price raw material purchases for anticipated manufacturing requirements. Effectiveness is also monitored by tracking changes in basis differentials as discussed below. The prices of commodities futures contracts reflect delivery to the same locations where the Corporation takes delivery of the physical commodities and, therefore, there is no ineffectiveness resulting from differences in location between the derivative and the hedged item. Commodities futures contracts have been deemed to be highly effective in hedging price risks associated with corresponding raw material purchases for manufacturing requirements.

Because of the rollover strategy used for commodities futures contracts, which is required by futures market conditions, some ineffectiveness may result in hedging forecasted manufacturing requirements as futures contracts are switched from nearby contract positions to contract positions which are required to fix the price of raw material purchases for manufacturing requirements. Hedge ineffectiveness may also result from variability in basis differentials associated with the purchase of raw materials for manufacturing requirements. Hedge ineffectiveness is measured on a quarterly basis and the ineffective portion of gains or losses on commodities futures is recorded currently in cost of sales in accordance with SFAS No.133, as amended.

Exchange traded futures contracts are used to fix the price of physical forward purchase contracts. Cash transfers reflecting changes in the value of futures contracts are made on a daily basis and are included in Accumulated Other Comprehensive Loss, net of income taxes, on the Consolidated Balance Sheet. Such cash transfers will be offset by higher or lower cash requirements for payment of invoice prices of raw materials and energy requirements in the future. Futures contracts being held in excess of the amount required to fix the price of unpriced physical forward contracts are effective as hedges of anticipated manufacturing requirements for each commodity. Physical commodity forward purchase contracts meet the SFAS No. 133 definition of  “normal purchases and sales”  and therefore are not considered derivative instruments.


5. COMPREHENSIVE INCOME


Comprehensive income consisted of the following:



For the Three Months Ended
--------------------------
July 1, 2001 July 2, 2000
------------ ------------
(in thousands of dollars)Net income $ 52,439 $ 39,996
----------- ----------
Other comprehensive income (loss):
Foreign currency translation adjustments 7,052 (5,685)
Losses on cash flow hedging derivatives,
net of a tax benefit of $15,568 (26,022) ---
Add: Reclassification adjustments, net of a
tax provision of $2,639 4,461 ---
----------- ----------
Other comprehensive (loss) (14,509) (5,685)
----------- ----------
Comprehensive income $ 37,930 $ 34,311
=========== ==========
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For the Six Months Ended
---------------------------
July 1, 2001 July 2, 2000
------------ ------------
(in thousands of dollars)Net income $ 131,345 $ 111,176
----------- -----------
Other comprehensive income (loss):
Foreign currency translation adjustments (191) (5,079)
Gains on cash flow hedging derivatives,
net of a tax provision of $24,717 40,269 ---
Add: Reclassification adjustments, net of a
tax provision of $5,209 8,691 ---
----------- -----------
Other comprehensive income (loss) 48,769 (5,079)
----------- -----------
Comprehensive income $ 180,114 $ 106,097
=========== ===========

Reclassification adjustments from accumulated other comprehensive income to income, for gains or losses on cash flow hedging derivatives, were reflected in cost of sales. Losses on cash flow hedging derivatives recognized in cost of sales as a result of hedge ineffectiveness were approximately $.9 million before tax in the second quarter with net losses of $.2 million recognized in cost of sales for the six months ended July 1, 2001. No gains or losses were reclassified immediately from accumulated other comprehensive income into income as a result of the discontinuance of a hedge because it became probable that a hedged forecasted transaction would not occur. There were no components of gains or losses on cash flow hedging derivatives that were recognized immediately in income because such components were excluded from the assessment of hedge effectiveness.

On the Consolidated Balance Sheet as of July 1, 2001, Accumulated Other Comprehensive Loss of $77.6 million, net of income taxes, principally reflected foreign currency translation adjustments. The amount of accumulated other comprehensive losses from cash flow hedging derivatives as of July 1‚ 2001 was $20.7 million, net of income taxes. As of July 1‚ 2001, the amount of net losses on cash flow hedging derivatives, including foreign exchange forward contracts, interest rate swap agreements and commodities futures contracts, expected to be reclassified into earnings in the next twelve months was approximately $15.1 million after tax.


6. INVENTORIES


The majority of inventories are valued under the last-in, first-out (LIFO) method. The remaining inventories are stated at the lower of first-in, first-out (FIFO) cost or market. Inventories were as follows:



July 1, 2001 December 31, 2000------------ -----------------(in thousands of dollars)Raw materials $ 318,005 $ 263,658
Goods in process 60,810 47,866
Finished goods 448,728 338,749
------------ ------------
Inventories at FIFO 827,543 650,273
Adjustment to LIFO (29,235) (45,100)
------------ ------------
Total inventories $ 798,308 $ 605,173
============ ============

7. LONG-TERM DEBT


In August 1997, the Corporation filed a Form S-3 Registration Statement under which it could offer, on a delayed or continuous basis, up to $500 million of additional debt securities. As of July 1, 2001, $250 million of debt securities remained available for issuance under the August 1997 Registration Statement.



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8. FINANCIAL INSTRUMENTS


The carrying amounts of financial instruments including cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximated fair value as of July 1, 2001 and December 31, 2000, because of the relatively short maturity of these instruments. The carrying value of long-term debt, including the current portion, was $878.3 million as of July 1, 2001, compared to a fair value of $924.9 million, based on quoted market prices for the same or similar debt issues.

As of July 1, 2001, the Corporation had foreign exchange forward contracts maturing in 2001 and 2002 to purchase $49.8 million in foreign currency, primarily British sterling and euros, and to sell $7.0 million in foreign currency, primarily Japanese yen, at contracted forward rates.

The fair value of foreign exchange forward contracts is estimated by obtaining quotes for future contracts with similar terms, adjusted where necessary for maturity differences. As of July 1, 2001, the fair value of foreign exchange forward contracts approximated the contract value. The Corporation does not hold or issue financial instruments for trading purposes.

In order to minimize its financing costs and to manage interest rate exposure, the Corporation, from time to time, enters into interest rate swap agreements. In February 2001, the Corporation entered into interest rate swap agreements that effectively convert interest-rate-contingent rental payments on certain operating leases from a variable to a fixed rate of 6.1%.

Any interest rate differential on interest rate swap agreements is recognized as an adjustment to interest expense over the term of each agreement. As of July 1, 2001, the fair value of interest rate swap agreements approximated the contract value. The Corporation's risk related to interest rate swap agreements is limited to the cost of replacing such agreements at prevailing market rates.


9. PENDING ACCOUNTING PRONOUNCEMENTS


The Emerging Issues Task Force (EITF) of the FASB recently addressed several issues related to the income statement classification of certain sales incentives and marketing promotion programs. Consensuses reached on EITF Issue No. 00-14, “ Accounting for Coupons, Rebates and Discounts,”   and EITF Issue No. 00-25,“  Vendor Income Statement Characterization of Consideration from a Vendor to a Retailer,”   require that certain consumer and trade promotion expenses, such as consumer coupon redemption expense, off-invoice allowances and various marketing performance funds currently reported in selling, marketing, and administrative expense be recorded as a reduction of net sales. These reclassifications are effective for the quarter ending March 31, 2002. On an annualized basis, these costs and allowances may range between $350 million and $400 million. These changes will not affect the Corporation's financial position or net income. Upon adoption, prior period amounts will be reclassified to conform with the new requirements.

In June 2001, the FASB issued Statements of Financial Accounting Standards No. 141, “  Business Combinations”  (SFAS No. 141), and No. 142,“  Goodwill and Other Intangible Assets”  (SFAS No. 142). SFAS No. 141 changes the accounting for business combinations, requiring that all business combinations be accounted for using the purchase method and that intangible assets be recognized as assets apart from goodwill if they arise from contractual or other legal rights, or if they are separable or capable of being separated from the acquired entity and sold, transferred, licensed, rented, or exchanged. SFAS No. 141 is effective for all business combinations initiated after June 30, 2001. SFAS No. 142 specifies the financial accounting and reporting for acquired goodwill and other intangible assets. Goodwill and intangible assets that have indefinite useful lives will not be amortized but rather will be tested at least annually for impairment. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001.

SFAS No. 142 requires that the useful lives of intangible assets acquired on or before June 30, 2001 be reassessed and the remaining amortization periods adjusted accordingly. Previously recognized intangible assets deemed to have indefinite lives shall be tested for impairment. Goodwill recognized on or before June 30, 2001, shall be assigned to one or more reporting units and shall be tested for impairment as of the beginning of the fiscal year in which SFAS No. 142 is initially applied in its entirety.

The Corporation has not fully assessed the potential impact of the adoption of SFAS No. 142 which is effective for the Corporation as of January 1, 2002. The reassessment of intangible assets must be completed during the first quarter of 2002 and the assignment of goodwill to reporting units, along with completion of the first step of the transitional

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goodwill impairment tests, must be completed during the first six months of 2002. The Corporation anticipates that the majority of the intangible assets and goodwill recognized prior to July 1, 2001 will no longer be amortized effective January 1, 2002. Total amortization of intangible assets and goodwill for the year ended December 31, 2000, was $14.7 million.


10. SHARE REPURCHASES


In October 1999, the Corporation's Board of Directors approved a share repurchase program authorizing the repurchase of up to $200 million of the Corporation's Common Stock. Under this program, a total of 2,208,786 shares of Common Stock was purchased to date. As of July 1, 2001, a total of 44,257,631 shares were held as Treasury Stock and $94.9 million remained available for repurchases of Common Stock under the repurchase program.

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      Exhibit 12 - Statement showing computation of ratio of earnings to fixed charges for the six months ended July 1, 2001 and July 2, 2000.

      Exhibit 99 - Press release announcing that in July 2001, the Corporation's Brazilian subsidiary, Hershey do Brasil, acquired the chocolate and confectionery business of Visagis.

b)   Reports on Form 8-K

        No reports on Form 8-K were filed during the three-month period ended July 1, 2001.

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SIGNATURES

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 thereunto duly authorized.

HERSHEY FOODS CORPORATION
(Registrant)Date  August 8, 2001 /s/ Frank CerminaraFrank Cerminara
Senior Vice President and
Chief Financial Officer
Date August 8, 2001 /s/ David W. TackaDavid W. Tacka
Vice President, Corporate Controller and
Chief Accounting Officer

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EXHIBIT INDEX

Exhibit 12    Computation of Ratio of Earnings to Fixed Charges

Exhibit 99    Press release announcing that in July 2001, the Corporation's Brazilian subsidiary, Hershey do Brasil, acquired the chocolate and confectionery business of Visagis.

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